exv4w4






Exhibit 4.4




ATMI, INC.

2010 STOCK PLAN



SECTION 1 Purpose




     The purpose of the 2010 Stock Plan (the “Plan”) is to secure for ATMI, Inc. (the “Company”),
its parent (if any) and any subsidiaries of the Company (collectively, the “Related Companies”) the
benefits arising from capital stock ownership and the receipt of capital stock-based incentives by
those employees, directors, officers and consultants of the Company and any Related Companies who
will be responsible for the Company’s future growth and continued success.



     The Plan will provide a means whereby (a) employees of the Company and any Related Companies
may purchase stock in the Company pursuant to options which qualify as “incentive stock options”
(“Incentive Stock Options”) under Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”); (b) directors, employees and consultants of the Company and any Related Companies may
purchase stock in the Company pursuant to options granted hereunder which do not qualify as
Incentive Stock Options (“Non-Qualified Options”); (c) directors, employees and consultants of the
Company and any Related Companies may receive stock appreciation rights (“SARs”); (d) directors,
employees and consultants of the Company and any Related Companies may be awarded stock in the
Company (“Awards”); and (e) directors, employees and consultants of the Company and any Related
Companies may receive shares of stock in the Company that are subject to restrictions on
transferability and may be forfeited (“Restricted Stock”). Both Incentive Stock Options and
Non-Qualified Options are referred to hereafter individually as an “Option” and collectively as
“Options.” As used herein, the terms “parent” and “subsidiary” mean “parent corporation” and
“subsidiary corporation” as those terms are defined in Section 424 of the Code. Options, SARs,
Awards and Restricted Stock are referred to hereafter individually as a “Plan Benefit” and
collectively as “Plan Benefits.” Directors, employees and consultants of the Company and any
Related Companies are referred to herein as “Participants.”


SECTION 2 Administration




     2.1 Board of Directors and the Committee. The Plan will be administered by the Board
of Directors of the Company whose construction and interpretation of the terms and provisions
hereof shall be final and conclusive. Any director to whom a Plan Benefit is awarded shall be
ineligible to vote upon his or her Plan Benefit, but Plan Benefits may be granted to any such
director by a vote of the remainder of the directors, except as limited below. The Board of
Directors may in its sole discretion grant Options, issue shares upon exercise of such Options and
grant SARs, Awards and Restricted Stock, all as provided in the Plan. The Board of Directors shall
have authority, subject to the express provisions of the Plan, to construe the Plan and its related
agreements, to prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the respective Option, SAR, Award and Restricted Stock
agreements, which need not be identical, and to make all other determinations in the judgment
of



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the Board of Directors necessary or desirable for the administration of the Plan.
Notwithstanding the foregoing or any other provision of the Plan, the Board may delegate to one or
more officers of the Company the authority to designate the Participants (other than such
officer(s)) who will receive Options, SARs, Awards or Restricted Stock under the Plan and the size
and terms of each such grant, to the fullest extent permitted by ss.157 of the Delaware General
Corporation Law (or any successor provision thereto). The Board of Directors may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in
the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of any such expediency. No director shall be liable for any action or
determination made in good faith. The Board of Directors may delegate any or all of its powers
under the Plan to a Compensation Committee or other Committee (the “Committee”) appointed by the
Board of Directors consisting of at least two members of the Board of Directors. While it is
intended that at all times that the Committee acts in connection with the Plan all the members of
the Committee shall be: (i) “outside directors” as that term is defined in Treas. Reg.
ss.1.162-27(e)(3) (or any successor regulation); and (ii) “non-employee directors” within the
meaning of Rule 16b-3 (or any successor rule) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as such terms are interpreted from time to time, the fact that the Committee
is not so comprised will not invalidate the grant of any Plan Benefit that otherwise satisfies the
terms of the Plan. If the Committee is so appointed, all references to the Board of Directors
herein shall mean and relate to such Committee, unless the context otherwise requires.




     2.2 Compliance with Section 162(m) of the Code. Section 162(m) of the Code
generally limits the tax deductibility to publicly held companies of compensation in excess of
$1,000,000 paid to certain “covered employees” (“Covered Employees”). It is the Company’s intention
to preserve the deductibility of such compensation to the extent it is reasonably practicable and
to the extent it is consistent with the Company’s compensation objectives. For purposes of this
Plan, Covered Employees of the Company shall be those employees of the Company described in Section
162(m)(3) of the Code.



     2.3 Compliance with Section 409A of the Code. To the extent any Plan Benefit
hereunder provides for the deferral of compensation (within the meaning of Code §409A and
related regulations), other than in accordance with the terms of the Non-Employee Directors
Deferred Compensation Program of ATMI, Inc. 2010 Stock Plan, the material terms of the
deferral, to the extent required under Treasury Regulation §1.409A-1(c)(3) to establish a
deferred compensation plan, shall be set forth in the written documentation of the Plan
Benefit (including by incorporation by reference, if applicable) prior to the effective
date of such award or grant. To the extent any Plan Benefit hereunder does not provide for
a deferral of compensation, but may be deferred under the Non-Employee Directors Deferred
Compensation Program of ATMI, Inc. 2010 Stock Plan (or other nonqualified deferred
compensation plan or program of the Company), the terms of the Non-Employee Directors
Deferred Compensation Program of ATMI, Inc. 2010 Stock Plan (or such other nonqualified
deferred compensation plan or program of the Company) shall govern the deferral and, to the
extent necessary, are incorporated herein by reference.



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SECTION 3 Eligibility




     3.1 Incentive Stock Options. Participants who are employees of the Company and any
Related Company shall be eligible to receive Incentive Stock Options pursuant to the Plan; provided
that no person shall be granted an Incentive Stock Option under the Plan who, at the time such
Option is granted, owns, directly or indirectly, Common Stock of the Company possessing more than
10% of the total combined voting power of all classes of stock of the Company or of its Related
Companies, unless the requirements of Section 6.6(b) hereof are satisfied. In determining whether
this 10% threshold has been reached, the stock attribution rules of Section 424(d) of the Code
shall apply. Directors who are not regular employees are not eligible to receive Incentive Stock
Options.



     3.2 Non-Qualified Options, SARs, Awards and Restricted Stock. Non-Qualified Options,
SARs, Awards and Restricted Stock may be granted to any Participant.



     3.3 Generally. The granting of Plan Benefits is within the discretion of the Board of
Directors. The Board of Directors may take into consideration a Participant’s individual
circumstances in determining whether to grant an Incentive Stock Option, a Non-Qualified Option,
SAR, Award or Restricted Stock. Granting of any Plan Benefit to any Participant shall neither
entitle that Participant to, nor disqualify that Participant from, participation in any other grant
of Plan Benefits.


SECTION 4 Stock Subject to Plan




     Subject to adjustment as provided in Sections 9 and 10 hereof, the stock to be offered under
the Plan shall consist of shares of the Company’s Common Stock, $.01 par value, and the maximum
number of shares which will be reserved for issuance, and in respect of which Plan Benefits may be
granted pursuant to the provisions of the Plan, shall not exceed in the aggregate 3,000,000 shares.
Such shares may be authorized and unissued shares, treasury shares or shares purchased on the open
market. If an Option or SAR granted hereunder shall expire or terminate for any reason without
having been exercised in full or if a share issued or issuable pursuant to an Award or share of
Restricted Stock shall be forfeited, the unpurchased or forfeited shares subject thereto shall
again be available for subsequent grants of Plan Benefits under the Plan. Stock issued pursuant to
the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions
as shall be determined by the Board of Directors.


SECTION 5 Granting of Options, SARs, Awards and Restricted Stock




     Plan Benefits may be granted under the Plan at any time after May 26, 2010 (the date of
approval of the Plan by the stockholders of the Company) and prior to May 26, 2020; provided,
however, that nothing in the Plan shall be construed to obligate the Company to grant Plan Benefits
to a Participant or anyone claiming under or through a Participant. The date of grant of Plan
Benefits under the Plan will be the date specified by the Board of Directors at the time the Board
of Directors grants such Plan Benefits; provided, however, that such date shall not be prior to the
date on which the Board of Directors takes such action. The Board of Directors shall have
the right, with the consent of a Participant, to convert an Incentive Stock Option granted
under



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the Plan to a Non-Qualified Option pursuant to Section 6.7. Any Plan Benefit may be granted
alone or in addition to other Plan Benefits granted under the Plan.



SECTION 6 Provisions Applicable to Options and SARs




     6.1 Purchase Price and Shares Subject to Options and SARs.




     (a) The purchase price per share of Common Stock deliverable upon the exercise of an
Option shall be determined by the Board of Directors; provided, however, that, except as
modified in Section 6.6(b) hereof, the exercise price shall not be less than the fair market
value of such Common Stock on the day the Option is granted.




     (b) Options granted under the Plan may provide for the payment of the exercise price by
delivery of (i) cash or a check payable to the order of the Company in an amount equal to
the exercise price of such Options, (ii) shares of Common Stock of the Company owned by the
Participant having a fair market value equal in amount to the exercise price of the Options
being exercised, or (iii) any combination of (i) and (ii). The fair market value of any
shares of the Company’s Common Stock which may be delivered upon exercise of an Option shall
be determined by the Board of Directors in accordance with Section 6.1(c) hereof. To the
extent permitted by law, the Board of Directors may also permit Participants, either on a
selective or aggregate basis, to simultaneously exercise Options and sell the shares of
Common Stock thereby acquired, pursuant to a brokerage or similar arrangement approved in
advance by the Board of Directors, and to use the proceeds from such sale as payment of the
exercise price of such shares.




     (c) If, at the time an Option is granted under the Plan, the Company’s Common Stock is
publicly traded, “fair market value” of a share of the Company’s Common Stock for a specific
date shall mean (i) the closing reported sale price per share of Common Stock on the
national securities exchange on which the Common Stock is principally traded, for the
relevant date (or, if there is no such closing sales price reported on the relevant date,
then on the immediately preceding day on which a closing sales price was reported), or (ii)
if the shares of Common Stock are then traded in an over-the-counter market, the average of
the closing reported bid and asked prices for the shares of Common Stock in such
over-the-counter market for the relevant date (or, if there are no such closing bid and
asked prices reported on the relevant date, then on the immediately preceding day on which
closing bid and asked prices were reported), or (iii) if the shares of Common Stock are not
then listed on a national securities exchange or traded in an over-the-counter market, such
value as the Board of Directors, in its sole discretion, shall determine.




     (d) The maximum number of shares with respect to which Options or SARs may be granted
to any employee, including any transactions contemplated by Treas. Reg.
ss.1.162-27(e)(2)(vi), shall be limited to 112,500 shares in any calendar year.



     6.2 Duration of Options and SARs. Subject to Sections 6.5 and 6.6(b) hereof, each
Option and SAR and all rights thereunder shall expire on such date as the Board of Directors



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may determine, but in no event later than ten years from the day on which the Option or SAR is granted.




     6.3 Exercise of Options and SARs.




     (a) Subject to Section 6.6(b) hereof, each Option and SAR granted under the Plan shall
be exercisable at such time or times and during such period or periods as shall be set forth
in the instrument evidencing such Option or SAR. To the extent that an Option or SAR is not
exercised by a Participant when it becomes initially exercisable, it shall not expire but
shall be carried forward and shall remain exercisable, on a cumulative basis, until the
expiration of the exercise period. No partial exercise may be for less than one (1) full
share of Common Stock (or its equivalent).




     (b) The Board of Directors shall have the right to accelerate the date on which any
installment of any Option or SAR first becomes exercisable; provided that, without the
Participant’s written consent, the Board of Directors shall not accelerate the date on which
any installment of any Incentive Stock Option (not previously converted into a Non-Qualified
Option pursuant to Section 6.7) first becomes exercisable if such acceleration would violate
the annual vesting limitation contained in Section 422(d)(1) of the Code, which provides
generally that the aggregate fair market value (determined at the time the Option is
granted) of the stock with respect to which Incentive Stock Options granted to any
Participant are exercisable for the first time by such Participant during any calendar year
(under all plans of the Company and any Related Companies) shall not exceed $100,000.



     6.4 Nontransferability of Options and SARs. No Option or SAR granted under the Plan
shall be assignable or transferable by the Participant, either voluntarily or by operation of law,
except by will or the laws of descent and distribution or, with respect to Non-Qualified Options
and SARs, unless the Participant’s non-qualified stock option agreement granting such options (the
“Non-Qualified Stock Option Agreement”) or the Participant’s SAR agreement granting such SARs (the
“SAR Agreement”) provides otherwise. Unless otherwise provided by the Non-Qualified Stock Option
Agreement or the SAR Agreement, as applicable, during the life of the Participant, the Option or
SAR shall be exercisable only by the Participant. If any Participant should attempt to dispose of
or encumber the Participant’s Options or SARs, other than in accordance with the applicable terms
of a Non-Qualified Stock Option Agreement or SAR Agreement, the Participant’s interest in such
Options or SARs shall terminate.



     6.5 Effect of Termination of Employment or Death on Options and SARs.




     (a) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a
Participant ceases to be employed by the Company or a Related Company for any reason,
including retirement but other than death, any Option or SAR granted to such Participant
under the Plan shall immediately terminate; provided, however, that, except as otherwise
provided in the instrument evidencing the Plan Benefit, any portion
of such Option or SAR which was otherwise exercisable on the date of termination of the
Participant’s employment may be exercised within the three-month period following the



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date on which the Participant ceased to be so employed, but in no event after the expiration of
the exercise period. Except as otherwise provided in the instrument evidencing the Plan
Benefit, any such exercise may be made only to the extent of the number of shares subject to
the Option or SAR which were purchasable or exercisable on the date of such termination of
employment. If the Participant dies during such three-month period, the Option or SAR shall
be exercisable by the Participant’s personal representatives, heirs or legatees to the same
extent and during the same period that the Participant could have exercised the Option or
SAR on the date of his or her death, except as otherwise provided in the instrument
evidencing the Plan Benefit.




     (b) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a
Participant dies while an employee of the Company or any Related Company, any Option or SAR
granted to such Participant under the Plan shall be exercisable by the Participant’s
personal representatives, heirs or legatees, for the purchase of or exercise relative to
that number of shares and to the same extent that the Participant could have exercised the
Option or SAR on the date of his or her death. Except as otherwise provided in the
instrument evidencing the Plan Benefit, the Option or SAR or any unexercised portion thereof
shall terminate unless so exercised prior to the earlier of the expiration of six months
from the date of such death or the expiration of the exercise period.




     (c) For the purpose of the foregoing provisions of this Section 6.5, a Participant
shall be deemed to have ceased employment upon (i) the date the Participant ceases to be
employed by, or to provide consulting services for, the Company or a Related Company, or any
corporation (or any of its subsidiaries) which assumes the Participant’s Options or SARs in
a transaction to which Section 424(a) of the Code applies; (ii) the date the Participant
ceases to be a member of the Board of Directors of the Company; or (iii) in the case of a
Participant who is, at the time of reference, both an employee or consultant and a Board
member, the later of the dates determined pursuant to subparagraphs (i) and (ii) above. For
purposes of clause (i) above, a Participant who continues his employment or consulting
relationship with a Related Company subsequent to its sale by the Company shall have a
termination of employment upon the date of such sale. The Board of Directors may in its
discretion determine, in accordance with applicable laws, whether any leave of absence or
absence in military or government service constitutes a cessation of employment for purposes
of the Plan and the impact, if any, of any such leave of absence on Options and SARs
theretofore granted under the Plan. Such determinations of the Board of Directors shall be
final and conclusive. A person whose status changes from consultant, employee, or member of
the Board to any other of such positions without interruption shall not be considered to
have ceased employment by reason of such change. Notwithstanding the foregoing, an Option
shall be treated as a Non-Qualified Option to the extent that it remains exercisable for
more than three months after the Participant ceases to be an employee of the Company or any
Related Company for any reason other than death (unless death occurs within the three months
following such termination of employment) or disability, or for more than one
year following a Participant’s ceasing to be an employee as the result of becoming



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disabled, even if the Participant continues to be affiliated with the Company as a director
or consultant.



     6.6 Designation of Incentive Stock Options; Limitations. Options granted under the
Plan which are intended to be Incentive Stock Options qualifying under Section 422 of the Code
shall be designated as Incentive Stock Options and shall be subject to the following additional
terms and conditions:




     (a) Dollar Limitation. The aggregate fair market value (determined at the time the
option is granted) of the Common Stock for which Incentive Stock Options are exercisable for
the first time during any calendar year by any person under the Plan (and all other
incentive stock option plans of the Company and any Related Companies) shall not exceed
$100,000. In the event that Section 422(d)(1) of the Code is amended to alter the limitation
set forth therein so that following such amendment such limitation shall differ from the
limitation set forth in this Section 6.6(a), the limitation of this Section 6.6(a) shall be
automatically adjusted accordingly. An Option shall be deemed to be a Non-Qualified Option
to the extent that this limitation is exceeded.




     (b) 10% Stockholder. If any Participant to whom an Incentive Stock Option is to be
granted pursuant to the provisions of the Plan is on the date of grant the owner of stock
possessing more than 10% of the total combined voting power of all classes of stock of the
Company or any Related Companies, then the following special provisions shall be applicable
to the Incentive Stock Option granted to such individual:




     (i) The option exercise price per share of the Common Stock subject to such
Incentive Stock Option shall not be less than 110% of the fair market value of one
share of Common Stock on the date of grant, determined in accordance with Section
6.1(c) hereof; and




     (ii) The option exercise period shall not exceed five years from the date of
grant. In determining whether the 10% threshold has been reached, the stock
attribution rules of Section 424(d) of the Code shall apply.




     (c) Except as modified by the preceding provisions of this Section 6.6, all of the
provisions of the Plan shall be applicable to Incentive Stock Options granted hereunder.



     6.7 Conversion of Incentive Stock Options into Non-Qualified Options; Termination of
Incentive Stock Options. The Board of Directors, at the written request of any Participant,
may in its discretion take such actions as may be necessary to convert such Participant’s Incentive
Stock Options (or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration
of such Incentive Stock Options, regardless of whether the Participant is an employee of the
Company or a Related Company at the time of such conversion. Such actions may include, but not be
limited to, extending the exercise period of the appropriate installments
of such Options. At the time of such conversion, the Board of Directors (with the consent of
the



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Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options
as the Board of Directors in its discretion may determine, provided that such conditions shall not
be inconsistent with the Plan. Nothing in the Plan shall be deemed to give any Participant the
right to have such Participant’s Incentive Stock Options converted into Non-Qualified Options, and
no such conversion shall occur until and unless the Board of Directors takes appropriate action.
The Board of Directors, with the consent of the Participant, may also terminate any portion of any
Incentive Stock Option that has not been exercised at the time of such termination.




     6.8 Special Rules for Stock Appreciation Rights. An SAR is the right to receive,
without payment, an amount equal to the excess, if any, of the fair market value of a share of
Common Stock on the date of exercise over the grant price, multiplied by the number of shares with
respect to which the SAR is exercised. The grant of SARs under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the express terms of the Plan, as the Board of Directors shall deem desirable:




     (a) Grant. SARs may be granted in tandem with, in addition to or completely
independent of any other Plan Benefit.




     (b) Grant Price. The grant price of an SAR shall be not less than the fair market
value of a share of Common Stock on the date of grant.




     (c) Exercise. An SAR may be exercised by a Participant in accordance with procedures
established by the Board of Directors or as otherwise provided in any agreement evidencing
any SARs. The Board of Directors may provide that an SAR shall be automatically exercised on
one or more specified dates.




     (d) Form of Payment. Payment upon exercise of an SAR may be made in cash, in shares of
Common Stock or any combination thereof, as the Board of Directors shall determine.




     (e) Fair Market Value. Fair market value shall be determined in accordance with
Section 6.1(c) hereof with reference to the date of grant or the date of exercise of an SAR,
as applicable.



     6.9 Rights as a Stockholder. A Participant shall have no rights as a stockholder with
respect to any shares covered by an Option or SAR until the date of issue of a stock certificate to
the Participant for such shares. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior to the date such
stock certificate is issued.



     6.10 Special Provisions Applicable to Options and SARs Granted to Covered Employees.
In order for the full value of Options and SARs granted to Covered Employees to be deductible by
the Company for federal income tax purposes, the Company may intend for such Options and SARs to be
treated as “qualified performance-based compensation” as
described in Treas. Reg. ss.1.162-27(e) (or any successor regulation). In such case, Options
and SARs granted to Covered Employees shall be subject to the following additional requirements:



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     (a) such Options and SARs shall be granted only by the Committee; and




     (b) the exercise price of such Options and the grant price of such SARs granted shall
in no event be less than the fair market value of the Common Stock as of the date of grant
of such Options or SARs, determined in accordance with Section 6.1(c) hereof.


SECTION 7 Awards and Restricted Stock




     7.1 Grants of Awards and Restricted Stock. The Board of Directors may grant a
Participant an Award or Restricted Stock subject to such terms and conditions as the Board of
Directors deems appropriate, including, without limitation, restrictions on the pledging, sale,
assignment, transfer or other disposition of such shares and the requirement that the Participant
forfeit all or a portion of such shares back to the Company upon termination of employment.



     7.2 Conditions. Unless the Board of Directors determines otherwise at the time of the
grant, Awards and Restricted Stock shall be subject to the following conditions:




     (a) A Participant shall have no rights to an Award or Restricted Stock unless the
Participant executes an agreement (an “Agreement”) with the Company in a form and including
such terms and conditions as the Board of Directors deems appropriate.




     (b) Any stock certificates evidencing shares issued pursuant to an Award or shares of
Restricted Stock shall remain in the possession of the Company or such other custodian as
the Company in its sole discretion may determine until such shares are free of the
restrictions set forth herein. Dividends and other property paid in respect of a share
issued pursuant to an Award or a share of Restricted Stock may be held by the Company or
other custodian until such share is free of restrictions.




     (c) Certificates for shares issued pursuant to an Award and shares of Restricted Stock
shall, as applicable, bear a legend to the effect that they are issued subject to specified
restrictions.




     (d) Certificates representing the shares issued pursuant to an Award and shares of
Restricted Stock shall, as applicable, be registered in the name of the Participant and
shall be owned by such Participant. Such Participant shall be the holder of record of such
shares for all purposes, including voting and receipt of dividends paid with respect to such
shares, except that such dividends may be held in escrow until the underlying share is free
of restrictions, as described in paragraph (b) above.




     (e) If required by the Board of Directors, a Participant receiving an Award or
Restricted Stock shall not make, in connection with such Award or Restricted Stock, the
election permitted under Section 83(b) of the Code.



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     7.3 Nontransferability. An Award and shares of Restricted Stock may not be sold,
assigned, transferred, alienated, commuted, anticipated, or otherwise disposed of (except, subject
to the provisions of such Participant’s Agreement, by will or the laws of descent and
distribution), or pledged or hypothecated as collateral for a loan or as security for the
performance of any obligation, or be otherwise encumbered, and are not subject to attachment,
garnishment, execution or other legal or equitable process, prior to the lapse of restrictions on
such shares, and any attempt at action in contravention of this Section shall be null and void. If
any Participant should attempt to dispose of or encumber the Participant’s Award or shares of
Restricted Stock prior to the lapse of the restrictions imposed on such shares, the Participant’s
interest in such shares shall terminate. The restrictions with respect to Awards and Restricted
Stock may lapse based on the passage of a period of time or the achievement of specified
performance goals. In the case of a time-based lapse of restrictions on Restricted Stock, the
earliest that the restrictions may lapse is in pro rata installments over three years from the date
of grant, unless restrictions lapse sooner by virtue of an event specified by the Board of
Directors other than the passage of time. In the case of a performance-based lapse of restrictions
on Restricted Stock, the earliest that the restrictions may lapse is on the first anniversary of
the date of grant, upon the achievement of specified performance goals with respect to that
one-year period.



     7.4 Effect of Termination of Employment or Death. Except as otherwise provided in the
instrument evidencing the Award or Restricted Stock with respect to a Participant’s death,
disability, retirement or similar occurrences, if, prior to the lapse of restrictions applicable to
the Award or Restricted Stock, the Participant ceases to be an employee of the Company or the
Related Companies for any reason, any Awards or shares of Restricted Stock as to which the
restrictions have not lapsed shall be forfeited to the Company, effective on the date of the
Participant’s termination of employment. The Board of Directors may not amend an award of
Restricted Stock to provide that the restrictions thereon shall lapse earlier than as provided in
Sections 7.3 and 7.4 hereof.


SECTION 8 Requirements of Law




     8.1 Violations of Law. No shares shall be issued and delivered upon exercise of any
Option or the payment of any SAR or the making of any Award or award of Restricted Stock unless and
until, in the opinion of counsel for the Company, any applicable registration requirements of the
Securities Act of 1933, as amended, any applicable listing requirements of any national securities
exchange on which stock of the same class is then listed, and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery, shall have been fully
complied with. Each Participant may, by accepting Plan Benefits, be required to represent and agree
in writing, for himself or herself and for his or her transferees by will or the laws of descent
and distribution, that the stock acquired by him, her or them is being acquired for investment. The
requirement for any such representation may be waived at any time by the Board of Directors. An
Option or SAR may not be exercised if, in the determination of the Board of Directors, such
exercise would violate the Sarbanes-Oxley Act of 2002 or other applicable law.



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     8.2 Compliance with Rule 16b-3. The intent of this Plan is to qualify for the
exemption provided by Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan
does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Board of Directors and shall not affect the validity
of the Plan. In the event Rule 16b-3 is revised or replaced, the Board of Directors may exercise
discretion to modify this Plan in any respect necessary to satisfy the requirements of the revised
exemption or its replacement.


SECTION 9 Recapitalization




     In the event that dividends are payable in Common Stock of the Company or in the event there
are splits, sub-divisions or combinations of shares of Common Stock of the Company, the number of
shares available under the Plan and the maximum number of shares with respect to which Plan
Benefits may be granted to an employee in a calendar year shall be increased or decreased
proportionately, as the case may be, and the number of shares deliverable upon the exercise
thereafter of any Award or Option previously granted shall be increased or decreased
proportionately, as the case may be, without change in the aggregate purchase price, and the number
of shares to which granted SARs relate shall be increased or decreased proportionately, as the case
may be, and the grant price of such SARs shall be decreased or increased proportionately, as the
case may be.


SECTION 10 Reorganization




     If the Company is merged or consolidated with another entity and the Company is not the
surviving corporation in such transaction, or the property or stock of the Company is acquired by
any other entity or in the case of a reorganization or liquidation of the Company, the Board of
Directors of the Company, or the board of directors of any entity assuming the obligations of the
Company hereunder, shall, as to outstanding Plan Benefits, (i) make appropriate provision for the
protection of any such outstanding Plan Benefits by the substitution on an equitable basis of
appropriate stock of the Company or of the merged, consolidated, acquiring or otherwise reorganized
entity which will be issuable in respect of the shares of Common Stock of the Company; provided
only that the excess of the aggregate fair market value of the shares subject to the Plan Benefits
immediately after such substitution over the purchase or grant price thereof is not more than the
excess of the aggregate fair market value of the shares subject to such Plan Benefits immediately
before such substitution over the purchase or grant price thereof, (ii) upon written notice to the
Participants, provide that all unexercised Plan Benefits must be exercised within a specified
number of days of the date of such notice or such Plan Benefits will be terminated, and/or (iii)
upon written notice to the Participants, provide that the Company or the merged, consolidated,
acquiring or otherwise reorganized entity shall have the right, upon the effective date of any such
merger, consolidation, acquisition, reorganization or liquidation, to purchase all Plan Benefits
held by each Participant and unexercised as of that date at an amount equal to the aggregate fair
market value on such date of the shares subject to the Plan Benefits held by such Participant over
the aggregate purchase or grant price therefor, such amount to be paid in cash or, if stock of the
merged, consolidated, acquiring or otherwise reorganized entity is issuable in respect of the
shares of the Common Stock of the Company, then, in the discretion of the Board of Directors, in
stock of such merged, consolidated, acquiring or otherwise



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reorganized entity equal in fair market value to the aforesaid amount. In any such case the
Board of Directors shall, in good faith, determine fair market value and may, in its discretion,
advance the lapse of any waiting or installment periods and exercise dates.



SECTION 11 No Special Employment or Other Rights




     Nothing contained in the Plan or in any Plan Benefit documentation shall confer upon any
Participant receiving a grant of any Plan Benefit any right with respect to the continuation of his
or her employment by or other relationship with the Company (or any Related Company) or interfere
in any way with the right of the Company (or any Related Company), subject to the terms of any
separate employment or other written agreement to the contrary, at any time to terminate such
employment or other relationship or to increase or decrease the compensation of the Participant
from the rate in existence at the time of the grant of any Plan Benefit.


SECTION 12 Amendment of the Plan




     The Board of Directors may at any time and from time to time suspend or terminate all or any
portion of the Plan or modify or amend the Plan in any respect, provided, however, that the Board
of Directors, without stockholder approval, may not (i) increase the aggregate number of shares of
the Company’s Common Stock subject to the Plan (except pursuant to Section 9 hereof) or (ii)
otherwise amend the Plan in any material respect. The suspension or termination or any modification
or amendment of the Plan shall not, without the consent of a Participant, affect the Participant’s
rights under any Plan Benefit previously granted. With the consent of the affected Participant, the
Board of Directors may amend outstanding agreements relating to any Plan Benefit in a manner not
inconsistent with the Plan. The Board of Directors, however, may not, without stockholder approval,
(i) amend the exercise price of any Option previously awarded pursuant to the Plan by either
reducing the exercise price of such Option or canceling such Option and granting a new replacement
Option with a lower exercise price or (ii) amend the grant price of any SAR previously awarded
pursuant to the Plan by either reducing the grant price of such SAR or canceling such SAR and
granting a new replacement SAR with a lower grant price. The Board of Directors hereby reserves the
right to amend or modify the terms and provisions of the Plan and of any outstanding Options to the
extent necessary to qualify any or all Options under the Plan for such favorable federal income tax
treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options
under Section 422 of the Code; provided, however, that the consent of a Participant is required if
such amendment or modification would cause unfavorable income tax treatment for such Participant.


SECTION 13 Withholding




     The Company’s obligation to deliver shares of stock upon the exercise of any Option or SAR or
the granting of any Award or award of Restricted Stock and to make payment upon exercise of any SAR
shall be subject to the satisfaction by the Participant of all applicable federal, state and local
income and employment tax withholding requirements.







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SECTION 14 Effective Date and Duration of the Plan





     14.1 Effective Date. The Plan is effective as of May 26, 2010 (the date of approval
of the Plan by the stockholders of the Company).



     14.2 Duration. Unless sooner terminated in accordance with Section 12 hereof, the
Plan shall terminate upon the earlier of (i) the tenth anniversary of the effective date or (ii)
the date on which all shares available for issuance under the Plan shall have been issued pursuant
to any Awards or awards of Restricted Stock and the exercise of Options and SARs granted hereunder.
If the date of termination is determined under (i) above, then Plan Benefits outstanding on such
date shall continue to have force and effect in accordance with the provisions of the instruments
evidencing such Plan Benefits.


SECTION 15 Governing Law




     The Plan and all actions taken thereunder shall be governed by the laws of the State of
Delaware.




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