Exhibit 10.1






Exhibit 10.1


G-III APPAREL GROUP, LTD.

AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN




1. Purpose. The purpose of the G-III Apparel Group, Ltd. 2005 Stock Incentive Plan (the “Plan”)
is to enable G-III Apparel Group, Ltd., a Delaware corporation (the “Company”), and its stockholders to secure
the benefits of ownership of Company common stock, $.01 par value (the “Common Stock”) by, and otherwise
provide incentive compensation to, eligible personnel of the Company and its affiliates. The Board of Directors of the
Company (the “Board”) believes that the grant of awards pursuant to the Plan will foster the Company’s ability
to attract, retain and motivate such persons.



2. Types of Awards. Awards under the Plan may be in the form of any one or more of the following: (a)
options to purchase shares of Common Stock at a specified price during specified time periods granted pursuant to
Section 7(b) (“Options”), including Options intended to qualify as “incentive stock options” (“ISOs”)
under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and Options that do not
qualify as ISOs; (b) stock appreciation rights granted pursuant to Section 7(c) (“SARs”); (c) Common Stock
granted pursuant to Section 7(d) which is subject to certain restrictions and to a risk of forfeiture (“Restricted
Stock”); (d) rights to receive Common Stock at the end of a specified deferral period granted pursuant to Section
7(e) (“Deferred Stock”), whether denominated as “stock units,” “restricted stock units,” “phantom shares” or
“performance shares”; (e) other stock-based awards and cash incentive awards granted pursuant to Section 7(f)
(“Other Awards”); and/or (f) performance-based awards granted pursuant to Section 7(h) (“Performance
Awards”).



3. Available Shares. Subject to the provisions of Section 9, the Company may issue a total of 3,449,771
shares of Common Stock pursuant to the Plan. Notwithstanding the preceding sentence, subject to the provisions of
Section 9, in no event may more than 1,340,000 shares of Common Stock be issued pursuant to the exercise of ISOs
granted under the Plan. In determining the number of shares available for issuance pursuant to the Plan at any time,
the following shares shall be deemed not to have been issued (and shall remain available for issuance) pursuant to the
Plan: (a) shares subject to an award that is forfeited, canceled, terminated or settled in cash; (b) shares repurchased
by the Company from the recipient of an award for not more than the original purchase price of such shares or forfeited
to the Company by the recipient of an award; and (c) shares withheld or tendered by the recipient of an award as
payment of the exercise or purchase price under an award or the tax withholding obligations associated with an award.
Such shares may be either authorized and unissued or held by the Company in its treasury. No fractional shares of
Common Stock may be issued under the Plan.



4. Per-Person Award Limitations. In each fiscal year during any part of which the Plan is in effect, an
eligible person may be granted stock-based awards intended to qualify as “performance-based compensation” under Section
162(m) of the Code relating to up to his Annual Share Limit. Subject to the provisions of Section 9, an eligible
person’s “Annual Share Limit” shall equal, in any year during any part of which the eligible person is then eligible
under the Plan, 200,000 shares plus the amount of the eligible person’s unused Annual Share Limit as of the close of
the previous year. For each fiscal year, the maximum amount a participant may earn pursuant to a cash incentive award granted under Section 7(f) shall be limited to $5,000,000. For these
purposes, an award is “earned” upon satisfaction of the applicable performance conditions, even if settlement is
deferred or subject to continuing service and/or other non-performance conditions; and an employee’s annual limit is
deemed to be used in a calendar year to the extent a share or cash award could be earned in that year, regardless of
the extent to which such award is earned.


 


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5. Administration.



(a) Committee. The Plan shall be administered by the Compensation Committee of the Board or such other
committee appointed by the Board to administer the Plan from time to time (the “Committee”). The full Board may
perform any function of the Committee hereunder, in which case the term “Committee” shall refer to the Board.
Notwithstanding the foregoing, the Compensation Committee will have sole responsibility and authority for matters
relating to the grant and administration of awards to non-employee directors of the Company.



(b) Responsibility and Authority of Committee. Subject to the provisions of the Plan, the Committee,
acting in its discretion, shall have responsibility and full power and authority to (i) select the persons to whom
awards shall be made; (ii) prescribe the terms and conditions of each award and make amendments thereto; (iii)
construe, interpret and apply the provisions of the Plan and of any agreement or other document evidencing an award
made under the Plan; and (iv) make any and all determinations and take any and all other actions as it deems necessary
or desirable in order to carry out the terms of the Plan. In exercising its responsibilities under the Plan, the
Committee may obtain at the Company’s expense such advice, guidance and other assistance from outside compensation
consultants and other professional advisers as it deems appropriate.



(c) Delegation of Authority. To the fullest extent authorized under Section 157(c) of the Delaware
General Corporation Law, the Committee may delegate to officers of the Company or any affiliate, or committees thereof,
the authority, subject to such terms as the Committee shall determine, to perform such functions, including
administrative functions, as the Committee may determine.



(d) Committee Actions. A majority of the members of the Committee shall constitute a quorum. The
Committee may act by the vote of a majority of its members present at a meeting at which there is a quorum or by
unanimous written consent. The decision of the Committee as to any disputed question, including questions of
construction, interpretation and administration, shall be final and conclusive on all persons. The Committee shall keep
a record of its proceedings and acts and shall keep or cause to be kept such books and records as may be necessary in
connection with the proper administration of the Plan.



(e) Indemnification. The Company shall indemnify and hold harmless each member of the Board, the
Committee or any officer or subcommittee member to whom authority is delegated by the Committee and any employee of the
Company who provides assistance with the administration of the Plan from and against any loss, cost, liability
(including any sum paid in settlement of a claim with the approval of the Board), damage and expense (including
reasonable legal fees and other expenses incident thereto and, to the extent permitted by applicable law, advancement of such
fees and expenses) arising out of or incurred in connection with the Plan, unless and except to the extent attributable
to such person’s fraud or willful misconduct.


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6. Eligibility. Awards may be granted under the Plan to any member of the Board (whether or not an
employee of the Company or its affiliates), to any officer or other employee of the Company or its affiliates
(including prospective officers and employees) and to any consultant or other independent contractor who performs or
will perform services for the Company or its affiliates.



7. Specific Terms of Awards.



(a) General. Awards may be granted on the terms and conditions set forth in this Section 7. In addition,
the Committee may impose on any award or the exercise thereof, at the date of grant or thereafter, such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including
terms requiring forfeiture of awards in the event of termination of employment or service by the recipient. The
Committee shall require the payment of lawful consideration for an award to the extent necessary to satisfy the
requirements of the Delaware General Corporation Law, and may otherwise require payment of consideration for an award
except as limited by the Plan. The Committee may not accelerate the vesting of an outstanding award in connection with
the termination of a participant’s employment unless either (1) such termination is in connection with a change in
control or the participant’s death, total disability or retirement, or (2) such termination occurs for any other reason
and the net number of shares the Company would issue by reason of such acceleration of vesting would not cause the
Company to exceed the 10% limitation contained in Section 7(g) (relating to the issuance of shares under full value
stock awards), determined as if such issuance would be made pursuant to a full value stock award.



(b) Stock Options. The Committee is authorized to grant Options to eligible persons on the following
terms and conditions:



(i) Exercise Price. The exercise price per share of Common Stock purchasable under an Option shall be
determined by the Committee, provided that such exercise price shall not be less than the Fair Market Value (as defined
below) of a share of Common Stock on the date of grant of such Option.



(ii) Option Term; Time and Method of Exercise. The Committee shall determine the term of each Option,
which in no event shall exceed a period of ten years from the date of grant. The Committee shall determine the time or
times at which or the circumstances under which an Option may be exercised in whole or in part (including based on
achievement of performance goals and/or future service requirements), the methods by which such exercise price may be
paid or deemed to be paid and the form of such payment (including, without limitation, cash, Common Stock (including
through withholding of Common Stock deliverable upon exercise), other awards or awards granted under other plans of the
Company or any affiliate, or other property (including through “cashless exercise” arrangements, to the extent
permitted by applicable law) and the methods by or forms in which Common Stock shall be delivered or deemed to be
delivered in satisfaction of Options.


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(iii) ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7(b), if
an ISO is granted to an employee who owns stock representing more than 10% of the voting power of all classes of stock
of the Company or a subsidiary corporation thereof (as such term is defined in Section 424 of the Code), the term of
the Option shall not exceed five years from the date of grant and the exercise price shall be at least 110% of the Fair
Market Value (on the date of grant) of the Common Stock subject to the Option.



(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to eligible persons on the
following terms and conditions:



(i) Right to Payment. A SAR shall confer on the recipient a right to receive a payment, in shares of
Common Stock, with a value equal to the excess of the Fair Market Value of a specified number of shares of Common Stock
at the time the SAR is exercised over the exercise price of such SAR, which shall be no less than the Fair Market Value
of the same number of shares at the time the SAR was granted.



(ii) Other Terms. The Committee shall determine the time or times at which and the circumstances under
which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future
service requirements), the method of exercise, the method by or forms in which Common Stock shall be delivered or
deemed to be delivered to recipients upon exercise of a SAR, whether or not a SAR shall be free-standing or in tandem
or combination with any other award, and the maximum term of an SAR, which in no event shall exceed a period of ten
years from the date of grant.



(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to eligible persons on the
following terms and conditions:



(i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability,
risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately
or in combination at such times, under such circumstances (including based on achievement of performance goals and/or
future service requirements), in such installments or otherwise and under such other circumstances as the Committee may
determine at the date of grant or thereafter. Notwithstanding the foregoing, (i) the original stated time-based vesting
period applicable to a restricted stock award may not be shorter than three years, and (ii) the original stated
performance period applicable to performance-based vesting of a restricted stock award may not be shorter than one
year. Except to the extent restricted under the terms of the Plan and any award document relating to the Restricted
Stock, a recipient of Restricted Stock shall have all of the rights of a stockholder, including the right to vote the
Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other
requirements imposed by the Committee).



(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall
be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any
award document, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock shall lapse in whole or in part, including in the event of terminations resulting from specified
causes.




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(iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as
the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the
recipient, the Committee may require that such certificates bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the
certificates and that the recipient deliver a stock power to the Company, endorsed in blank, relating to the Restricted
Stock.



(iv) Dividends and Splits. As a condition to the grant of an award of Restricted Stock, the Committee may
require that any dividends paid on a share of Restricted Stock shall be either (A) paid with respect to such Restricted
Stock at the dividend payment date in cash, in kind, or in a number of shares of unrestricted Common Stock having a
Fair Market Value equal to the amount of such dividends, or (B) automatically reinvested in additional Restricted Stock
or held in kind, which shall be subject to the same terms as applied to the original Restricted Stock to which it
relates. Unless otherwise determined by the Committee, Common Stock distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture
to the same extent as the Restricted Stock with respect to which such Common Stock or other property has been
distributed.



(e) Deferred Stock. The Committee is authorized to grant Deferred Stock to eligible persons, which are
rights to receive Common Stock, other awards, or a combination thereof at the end of a specified deferral period,
subject to the following terms and conditions:



(i) Award and Restrictions. The issuance of Common Stock shall occur upon expiration of the deferral
period specified for an award of Deferred Stock by the Committee. Notwithstanding the foregoing, (i) the original
stated time-based vesting period applicable to a deferred stock award may not be shorter than three years, and (ii) the
original stated performance period applicable to performance-based vesting of a deferred stock award may not be shorter
than one year. In addition, Deferred Stock shall be subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Committee may impose, which restrictions may lapse at the expiration of the
deferral period or at earlier specified times (including based on achievement of performance goals and/or future
service requirements), separately or in combination, in installments or otherwise, and under such other circumstances
as the Committee may determine at the date of grant or thereafter. Deferred Stock may be satisfied by delivery of
Common Stock, other awards, or a combination thereof, as determined by the Committee at the date of grant or
thereafter.



(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or
service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in
the award document evidencing the Deferred Stock), all Deferred Stock that is at that time subject to such forfeiture
conditions shall be forfeited; provided that the Committee may provide, by rule or regulation or in any award document,
or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock shall lapse in whole or in part, including in the event of terminations resulting from
specified causes. Each Deferred Stock award shall be settled no later than the 15th day of the third month
following the calendar year in which such award becomes vested; provided, however, that, subject to compliance with
Section 409A, the Committee, in its discretion, may provide for deferred settlement.


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(iii) Dividend Equivalents. Unless otherwise determined by the Committee, dividend equivalents on the
specified number of shares of Common Stock covered by an award of Deferred Stock shall be either (A) paid with respect
to such Deferred Stock at the dividend payment date in cash or in shares of unrestricted Common Stock having a Fair
Market Value equal to the amount of such dividends, or (B) deferred with respect to such Deferred Stock, with the
amount or value thereof automatically deemed reinvested in additional Deferred Stock.



(f) Other Stock-Based and Cash Incentive Awards. The Committee is authorized, subject to limitations
under applicable law, to grant to eligible persons such other awards that may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on, or related to, Common Stock or factors that may influence the
value of Common Stock, including, without limitation, stock bonuses, dividend equivalents, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Common Stock, purchase rights for Common Stock, awards
with value and payment contingent upon performance of the Company or business units thereof or any other factors
designated by the Committee, awards valued by reference to the book value of Common Stock or the value of securities of
or the performance of specified subsidiaries or affiliates or other business units and awards designed to comply with
or take advantage of the applicable local laws or jurisdictions other than the United States. The Committee shall
determine the terms and conditions of such stock-based Other Awards. In addition, the Committee may grant
performance-based cash incentive awards, including annual incentive awards and long-term incentive awards, denominated
and settled in cash, subject to such terms and conditions as the Committee may determine, provided, however, that any
such cash incentive award that is intended to qualify for the performance-based compensation exemption from the
deduction limitation provisions of Section 162(m) of the Code will be subject to terms and conditions described in
Section 7(h). Unless the Committee, acting in a manner that is consistent with the election and distribution timing
requirements of Section 409A, determines otherwise, Other Awards, including cash incentive awards, earned in or for any
fiscal year, shall be settled and paid by the 15th day of the third month of the following fiscal year.



(g) Notwithstanding anything to the contrary contained herein, the aggregate number of shares the Company may
issue pursuant to full value stock awards under Section 7(f) may not exceed 10% of the aggregate number of shares that
may be issued under the Plan.



(h) Performance Awards. The Committee is authorized to grant Performance Awards to eligible persons on
the following terms and conditions:



(i) Generally. The Committee may specify that any stock-based or cash incentive award granted under the
Plan shall constitute a Performance Award by conditioning the grant, exercise, amount, vesting or settlement, and the
timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may
use such business criteria and other measures of performance as it may deem appropriate in establishing any performance
conditions, and may exercise its discretion to reduce or increase the amounts payable under any award subject to
performance conditions, except as limited under this Section 7(h) in the case of a Performance Award intended to
qualify as “performance-based compensation” under Section 162(m) of the Code.



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(ii) Awards exempt under Section 162(m) of the Code. If the Committee determines that an award should
qualify as “performance-based compensation” for purposes of Section 162(m) of the Code (other than Options or SARs
which otherwise qualify as “performance-based compensation” for purposes of Section 162(m) of the Code), the grant,
exercise, vesting, amount and/or settlement of such Performance Award shall be contingent upon achievement of one or
more preestablished, objective performance goals, which shall be prescribed in writing by the Committee not later than
90 days after the commencement of the performance period and in any event before completion of 25% of the performance
period. The performance goal or goals for such Performance Awards shall consist of one or more business criteria and a
targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent
with this subsection (ii). One or more of the following business criteria for the Company, on a consolidated basis,
and/or for specified subsidiaries or affiliates or other business units of the Company, shall be used by the Committee
in establishing performance goals for such Performance Awards, either on an absolute basis or relative to an index: (1)
revenues on a corporate or product by product basis; (2) earnings from operations, earnings before or after taxes,
earnings before or after interest, depreciation, amortization, incentives, service fees or extraordinary or special
items; (3) net income or net income per common share (basic or diluted); (4) return on assets, return on investment,
return on capital, or return on equity; (5) cash flow, free cash flow, cash flow return on investment, or net cash
provided by operations; (6) economic value created or added; (7) operating margin or profit margin; and/or (8) stock
price, dividends or total stockholder return. The targeted level or levels of performance with respect to such business
criteria may be established at such levels and in such terms as the Committee may determine, in its discretion,
including in absolute terms, as a goal relative to performance in prior periods, or as a goal compared to the
performance of one or more comparable companies or an index covering multiple companies. All determinations by the
Committee as to the establishment of performance goals, the amount potentially payable in respect of Performance
Awards, the level of actual achievement of the specified performance goals relating to Performance Awards and the
amount of any final Performance Award shall be recorded in writing. Specifically, the Committee shall certify in
writing, in a manner conforming to applicable regulations under Section 162(m) of the Code, prior to settlement of each
such award, that the performance objective relating to the Performance Award and other material terms of the award upon
which settlement of the award was conditioned have been satisfied. The Committee shall have the authority, in its
discretion, to reduce the formula amount otherwise payable pursuant to a cash incentive or other Performance Award, but
may not increase the amount that would otherwise be payable under any such award.



8. Limits on Transferability. No award or other right or interest of an award recipient under the Plan
shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such
recipient to any party (other than the Company or an affiliate thereof), or assigned or transferred by such recipient
otherwise than by will or the laws of descent and distribution or to a beneficiary upon the death of a recipient, and such awards or rights that may
be exercisable shall be exercised during the lifetime of the recipient only by the recipient or his or her guardian or
legal representative, except that awards and other rights may be transferred to one or more transferees during the
lifetime of the recipient, and may be exercised by such transferees in accordance with the terms of such award, but
only if and to the extent such transfers are permitted by the Committee, subject to any terms and conditions which the
Committee may impose thereon. A beneficiary, transferee, or other person claiming any rights under the Plan from or
through any award recipient shall be subject to all terms and conditions of the Plan and any award document applicable
to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed
necessary or appropriate by the Committee. For purposes hereof, “beneficiary” shall mean the legal representatives of
the recipient’s estate entitled by will or the laws of descent and distribution to receive the benefits under a
recipient’s award upon a recipient’s death, provided that, if and to the extent authorized by the Committee, a
recipient may be permitted to designate a beneficiary, in which case the “beneficiary” instead shall be the person,
persons, trust or trusts (if any are then surviving) which have been designated by the recipient in his or her most
recent written beneficiary designation filed with the Committee to receive the benefits specified under the recipient’s
award upon such recipient’s death.



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9. Capital Changes, Reorganization, Sale.



(a) Adjustments upon Changes in Capitalization. The aggregate number and class of shares issuable
pursuant to the Plan and pursuant to the exercise of ISOs, the Annual Share Limit, the number and class of shares and
the exercise price per share covered by each outstanding Option, the number and class of shares and the base price per
share covered by each outstanding SAR, the number and class of shares covered by each outstanding award of Deferred
Stock or Other Stock-Based Award or Performance Award, any per-share base or purchase price or target market price
included in the terms of any such award, and related terms shall all be adjusted proportionately or as otherwise
appropriate to reflect any increase or decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any like capital adjustment, or the payment of any stock dividend, and/or to
reflect a change in the character or class of shares covered by the Plan arising from a readjustment or
recapitalization of the Company’s capital stock.



(b) Cash, Stock or Other Property for Stock. In the case of a merger, sale of assets or similar
transaction which results in a replacement of the Common Stock with stock of another corporation (an “Exchange
Transaction”), the Company shall make a reasonable effort, but shall not be required, to replace any outstanding
Options or SARs with comparable options to purchase the stock or SARs on the stock of such other corporation, or shall
provide for immediate exercisability of all outstanding Options and SARs, with all options or SARs not being exercised
within the time period specified by the Board being terminated. The Committee, acting in its discretion, may accelerate
vesting of Restricted Stock, Deferred Stock, Other Awards and Performance Awards, provide for cash settlement and/or
make such other adjustments to the terms of such awards as it deems appropriate in the context of an Exchange
Transaction, taking into account the manner in which outstanding Options and SARs are being treated.



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(c) Fractional Shares. In the event of any adjustment in the number of shares covered by any award
pursuant to the provisions hereof, any fractional shares resulting from such adjustment shall be disregarded and each
such award shall cover only the number of full shares resulting from the adjustment.



(d) Determination of Board to be Final. All adjustments under this Section 9 shall be made by the
Committee, and its determination as to what adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive.



10. Tax Withholding; Section 409A Compliance. As a condition to the exercise of any award, the delivery
of any shares of Common Stock pursuant to any award, the lapse of restrictions on any award or the settlement of any
award, or in connection with any other event that gives rise to a federal or other governmental tax withholding
obligation on the part of the Company or an affiliate relating to an award (including, without limitation, an income
tax deferral arrangement pursuant to which employment tax is payable currently), the Company and/or the affiliate may
(a) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to an award recipient
whether or not pursuant to the Plan or (b) require the recipient to remit cash (through payroll deduction or
otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation.
If the event giving rise to the withholding obligation involves a transfer of shares of Common Stock, then, at the sole
discretion of the Committee, the recipient may satisfy the withholding obligation described under this Section 10 by
electing to have the Company withhold shares of Common Stock or by tendering previously-owned shares of Common Stock,
in each case having a Fair Market Value equal to the amount of tax to be withheld (or by any other mechanism as may be
required or appropriate to conform with local tax and other rules). It is intended that awards made under the Plan,
including any deferred payment or settlement terms and conditions shall be structured, applied and interpreted in a
manner that complies with Section 409A of the Code. Notwithstanding the foregoing, each participant shall be solely
responsible for the tax consequences associated with awards made to such participant under the Plan and no participant
shall have a claim against the Company by reason of an award being subject to Section 409A of the Code.



11. Fair Market Value. For purposes of the Plan, “Fair Market Value” shall mean the fair market
value of the Common Stock as determined in good faith by the Committee or under procedures established by the
Committee. Unless otherwise determined by the Committee, the Fair Market Value of the Common Stock as of any given date
shall be the closing sale price per share of Common Stock reported on a consolidated basis for securities listed on the
principal stock exchange or market on which the Common Stock is traded on the date as of which such value is being
determined or, if there is no sale on that day, then on the last previous day on which a sale was reported.



12. Amendment and Termination of the Plan. Except as may otherwise be required by law or the requirements
of any stock exchange or market upon which the Common Stock may then be listed, the Board, acting in its sole
discretion and without further action on the part of the stockholders of the Company, may amend the Plan at any time
and from time to time and may terminate the Plan at any time. No amendment or termination may affect adversely any
outstanding award without the written consent of the award recipient.



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13. General Provisions.



(a) Compliance with Law. The Company shall not be obligated to issue or deliver shares of Common Stock
pursuant to the Plan unless the issuance and delivery of such shares complies with applicable law, including, without
limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, and the requirements of any stock
exchange or market upon which the Common Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



(b) Transfer Orders; Placement of Legends. All certificates for shares of Common Stock delivered under
the Plan shall be subject to such stock-transfer orders and other restrictions as the Company may deem advisable under
the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or market
upon which the Common Stock may then be listed, and any applicable federal or state securities law. The Company may
cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.



(c) No Rights Conferred. Nothing contained herein shall be deemed to give any individual a right to
receive an award under the Plan or to be retained in the employ or service of the Company or any affiliate.



(d) Decisions and Determinations to be Final. Any decision or determination made by the Board pursuant to
the provisions hereof and, except to the extent rights or powers under the Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are final and binding.



(e) Nonexclusivity of the Plan. No provision of the Plan, and neither its adoption Plan by the Board or
submission to the stockholders for approval, shall be construed as creating any limitations on the power of the Board
or a committee thereof to adopt such other incentive arrangements, apart from the Plan, as it may deem desirable.



14. Governing Law. The Plan and each award agreement or other document evidencing an award shall be
governed by the laws of the State of Delaware, without regard to its principles of conflict of laws.



15. Term of the Plan. The Plan shall become effective on the date on which it is approved by the
Company’s stockholders (the “Effective Date”). Unless sooner terminated by the Board, the Plan shall terminate
on the tenth anniversary of the Effective Date. The rights of any person with respect to an award made under the Plan
that is outstanding at the time of the termination of the Plan shall not be affected solely by reason of the
termination of the Plan and shall continue in accordance with the terms of the award and of the Plan, as each is then
in effect or is thereafter amended.



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