EX-10.9






PORTFOLIO RECOVERY ASSOCIATES




2010 STOCK PLAN




 1. PURPOSE



               This Portfolio Recovery Associates 2010 Stock Plan constitutes a further
amendment and restatement of the Amended and Restated Portfolio Recovery Associates 2002 Stock
Option Plan and 2004 Restricted Stock Plan, and shall be referred to hereafter as the “Plan.” The
purposes of the Plan are to encourage selected employees, key consultants and directors of
Portfolio Recovery Associates, Inc., a Delaware corporation (together with any successor thereto,
the “Company”), or any present or future Subsidiary (as defined below) of the Company to acquire a
proprietary interest in the growth and performance of the Company, to enhance the ability of the
Company to attract, retain and reward qualified individuals upon whom, in large measure, the
sustained progress, growth and profitability of the Company depend and to motivate such individuals
to contribute to the achievement of the Company’s business objectives and to align the interest of
such individuals with the longer term interests of the Company’s stockholders.



2. DEFINITIONS



As used in the Plan, the following terms shall have the meanings set forth below:




	 	 	 	(a)  “Award” shall mean a grant of Options, Restricted (nonvested) Shares, and/or Deferred
Stock to a Participant.






	 	 	 	(b)  “Board” shall mean the Board of Directors of the Company.






	 	 	 	(c)  “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.






	 	 	 	(d)  “Committee” shall mean the Compensation Committee of the Board of Directors of the
Company (the “Board”). The Committee shall consist of two or more members of the Board, not
less than two (2) of whom shall be both an “outside director” within the meaning of Section
162(m) of the Code and a “non-employee director” within the meaning of Rule 16b-3, as from
time to time amended (“Rule 16b-3”), promulgated under Section 16 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).






	 	 	 	(e)  “Fair Market Value” shall mean, with respect to Shares or other securities, the fair
market value of the Shares or other securities determined by such methods or procedures as
shall be established from time to time by the Committee in good faith or in accordance with
applicable law. Unless otherwise determined by the Committee, the Fair Market Value of
Shares shall mean (i) the closing price per Share of the Shares on the principal national
securities exchange on which the Shares are then trading, if any, on such date, or, if the
Shares were not traded on such date, then on the next preceding trading day during which a
sale occurred; or (ii) if the Shares are not traded on a national securities exchange but
are quoted on an inter-dealer quotation system, (1) the last sales price (if the Shares are
then quoted on an inter-dealer quotation system) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the Shares on such date as
reported by such quotation system; or (iii) if the Shares are not publicly traded on a
national securities exchange and not quoted on an inter-dealer quotation system, the fair
market value for the Shares on such date as determined in good faith by the Committee.






	 	 	 	(f)  “Incentive Stock Option” shall mean an option granted under the Plan that is designated
as an incentive stock option within the meaning of Section 422 of the Code or any successor
provision thereto.






	 	 	 	(g)  “Independent Director” shall mean each member of the Board who meets the test for an
“independent” director as promulgated by the Securities and Exchange Commission and the
stock exchange or quotation system on which the Shares are then listed or quoted.






	 	 	 	(h)  “Key Employee” shall mean any officer, director or other employee who is a regular
full-time employee of the Company or its present and future Subsidiaries, so designated by
the Committee.






	 	 	 	(i)  “Non-Qualified Stock Option” shall mean an Option granted under the Plan that is not
designated as an Incentive Stock Option.






	 	 	 	(j)  “Non-Employee Restricted Shares” shall mean nonvested Shares of the Common Stock of the
Company which are available under the Plan for award to any person who on the date of Grant
is a member of the Board of Directors of the Company and is not an employee of the Company
or of any Subsidiary of the Company, as defined in Code Section 424(f).






	 	 	 	(k)  “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.






	 	 	 	(l)  “Option Agreement” or “Restricted Stock Agreement “shall mean a written agreement,
contract or other instrument or document evidencing an Option or Restricted Share,
respectively, granted under the Plan, and shall specify the Date of the Grant, the Price for
Grants of Options, vesting provisions and any restrictions with respect to Grants of
Restricted Shares.






	 	 	 	(m)  “Participant” shall mean a Key Employee, key consultant (as determined by the Committee)
or non-employee Director who has been granted Restricted Shares under the Plan.






	 	 	 	(n)  “Performance Based Restricted Shares” shall mean nonvested Shares awarded to Participants
as an incentive to achieve certain performance goals.






	 	(o)	 	“Time Based Restricted Shares” shall mean nonvested Shares awarded to Participants as an
incentive to become employed or remain employed by the Company for a specified period of
time.






	 	 	 	(p)  “Person” shall mean any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization or government or political subdivision thereof.






	 	 	 	(q)  “Restricted Share” shall mean a share of nonvested Common Stock, restricted as to
transferability or sale for such time, and/or under such conditions, as the Committee shall
determine, awarded to a Participant pursuant to Section 3, and subject to the terms and
restrictions set forth in a Restricted Stock Agreement, upon the award of the Restricted
Share to the Participant.






	 	 	 	(r)  “Restricted Stock Agreement” shall mean a written agreement, contract or other instrument
or document evidencing a Restricted Share granted under the Plan.






	 	 	 	(s)  “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation
thereto.






	 	 	 	(t)  “Shares” shall mean the common stock of the Company, $0.01 par value, and such other
securities or property as may become the subject of Options or Restricted Shares pursuant to
the Plan.






	 	 	 	(u)  “Subsidiary” shall have the meaning ascribed thereto in Code Section 424(f).






	 	 	 	(v)  “Ten Percent Stockholder” shall mean a Person, who together with his or her spouse,
children and trusts and custodial accounts for their benefit, immediately at the time of the
grant of an Option and assuming its immediate exercise, would beneficially own, within the
meaning of Section 424(d) of the Code, Shares possessing more than ten percent (10%) of the
total combined voting power of all of the outstanding capital stock of the Company or any
Subsidiary of the Company.





3. ADMINISTRATION




	 	 	 	(a)  Generally. The Plan shall be administered by the Committee or its designees.
Unless otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any Option or
Restricted Share shall be within the sole discretion of the Committee, may be made at any
time, and shall be final, conclusive, and binding upon all Persons, including the Company,
any Participant, any holder or beneficiary of any Option or Restricted Share, any
stockholder of the Company and any employee of the Company.






	 	 	 	(b)  Powers. Subject to the terms of the Plan and applicable law and except as
provided in Section 7 hereof, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Options to be granted to
each Participant under the Plan, (iii) make awards of nonvested Shares (“Restricted Share
Awards”, and sometimes collectively with the grant of Options, “Grants”); (iv) determine the
number of Shares to be awarded; (v) determine the terms and conditions of any Grant;
(vi) determine whether, to what extent, and under what circumstances Options may be settled
or exercised in cash, Shares, other Options, or other property, or canceled, forfeited, or
suspended, and the method or methods by which Options or Grants may be settled, exercised,
canceled, forfeited, or suspended; (vii) interpret and administer the Plan and any
instruments or agreements relating to Grants made under the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable for the
administration of the Plan. The Committee may delegate to one or more of its members or to
one or more agents or entities such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or such person may
have under the Plan. The Committee shall have the authority in its discretion to delegate
powers to specified officers of the Company, consistent with the terms of this Plan and
subject to such restrictions, if any, as the Committee may specify when making such
delegation.





 4. SHARES AVAILABLE FOR OPTIONS AND RESTRICTED SHARES




	 	(a)	 	Shares Available. Subject to adjustment as provided herein:






	 	 	 	(i)  Limitation on Number of Shares. The total aggregate number of Options
and Restricted Shares that may be issued under the Plan are limited such that the
maximum aggregate number of Shares which may be issued pursuant to, or by reason of,
Grants of Options or Restricted Shares is 2,000,000. Further, no Participant shall be
granted more than 200,000 Restricted Shares, or granted Options to purchase more than
200,000 Shares, or granted any combination of Options and Restricted Shares, which
taken together would total more than 200,000 in any one fiscal year; provided, however,
that the Committee may adopt procedures for the counting of Shares relating to any
grant of Options or Restricted Shares to ensure appropriate counting, avoid double
counting, and provide for adjustments in any case in which the number of Shares
actually distributed differs from the number of Shares previously counted in connection
with such Grant. To the extent that an Option or Restricted Share granted ceases to
remain outstanding by reason of termination of rights granted thereunder, forfeiture or
otherwise, the Restricted Shares or Shares subject to such Option shall again become
available for award under the Plan.






	 	 	 	(ii) Sources of Shares. Any Shares delivered pursuant to an Option or Restricted
Share award may consist, in whole or in part, of authorized and unissued Shares or of
treasury Shares.






	 	 	 	 (b) Adjustments. In the event that the Committee shall determine that any change in
corporate capitalization, such as a dividend or other distribution of Shares, or a
corporate transaction, such as a merger, consolidation, reorganization or partial or
complete liquidation of the Company or other similar corporate transaction or event,
affects the Shares such that an adjustment is determined by the Committee to be appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as it may
deem necessary to prevent dilution or enlargement of the benefits or potential benefits
intended to be made under the Plan, adjust any or all of (x) the number and type of Shares
which thereafter may be made the subject of Grants of Restricted Shares or Options, (y) the
number and type of Shares subject to outstanding Options, and (z) the grant, purchase, or
exercise price with respect to any Option or Restricted Share, the purchase, or exercise
price with respect to any Option, or, if deemed appropriate, make provision for a cash
payment to the holder of any outstanding Option or Restricted Share; provided, however, in
each case, that (i) with respect to Incentive Stock Options no such adjustment shall be
authorized to the extent that such adjustment would cause the Plan to violate Section 422
of the Code or any successor provision thereto; (ii) such adjustment shall be made in such
manner as not to adversely affect the status of any Option or Grant of Restricted Shares as
“performance-based compensation” under Section 162(m) of the Code; and (iii) the number of
Shares subject to any Option denominated in Shares shall always be a whole number. Any
determinations made by the Committee pursuant to this provision shall be conclusive.






	 	 	 	(c)  Limits on Transfers. Subject to Code Section 422, no Options or Restricted
Shares, and no rights thereto, shall be assignable, alienable, saleable or transferable by a
Participant otherwise than by will or by the laws of descent and distribution, and any such
Options, and all rights under any such Options shall be exercisable during the Participant’s
lifetime, only by the Participant or, if permissible under applicable law (including Code
Section 422, in the case of an Incentive Stock Option), by the Participant’s guardian or
legal representative. No Options or Restricted Shares, and no rights under any such Options
or Restricted Shares, may be pledged, alienated, attached, or otherwise encumbered, and any
purported pledge, alienation, attachment, or encumbrance thereof shall be void and
unenforceable against the Company. Notwithstanding the foregoing, the Committee may, in its
discretion, provide that Non-Qualified Stock Options or Restricted Shares may be
transferable, without consideration, to immediate family members (i.e., children,
grandchildren or spouse), to trusts for the benefit of such immediate family members and to
partnerships in which such family members are the only partners. The Committee may attach to
such transferability feature such terms and conditions as it deems advisable. Any
beneficiary, guardian, legal representative or other person claiming any rights under the
Plan from or through any Participant shall be subject to all terms and conditions of the
Plan and any Option Agreement or Restricted Share Agreement applicable to such Participant,
except as otherwise determined by the Committee, and to any additional restrictions deemed
necessary or appropriate by the Committee.






	 	(d)	 	Tax Withholding. The Company or any Subsidiary is authorized to withhold from any
Option granted or from any Restricted Share Award any payment relating to an Option or
Restricted Share under the Plan, any amounts of federal, state or local withholding and
other taxes due in connection with any transaction involving the grant of an Option or
Restricted Share, and to take such other action as the Committee may deem advisable to
enable the Company and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Option or Restricted Share. This authority
shall include authority to withhold or receive Shares (which shall be valued at the fair
market value on the date of payment) or other property, and to make cash payments in respect
thereof in satisfaction of a Participant’s tax obligations.






	 	 	 	(e)  Regulatory Requirements. There is no obligation under the Plan that any
Participant be advised by the Committee of the existence of the tax or the amount required
to be withheld. Notwithstanding any other provision of this Plan, the Committee may impose
conditions on payment of any other obligations as may be required to satisfy applicable
regulatory requirements, including without limitation, any applicable requirements of the
Exchange Act.





 5. ELIGIBILITY



               In determining the employees who may be considered “Key Employees,” Persons to
whom Options or Restricted Shares shall be granted and the number of Restricted Shares or Options
to be granted, the Committee shall take into account the nature of the Person’s duties, such
Person’s present and potential contributions to the success of the Company and such other factors
as it shall deem relevant in connection with accomplishing the purposes of the Plan. A Key Employee
who has been granted Options or Restricted Shares under the Plan may be granted additional Options
or Restricted Shares, subject to such limitations as may be imposed by the Code on the grant of
Incentive Stock Options. Notwithstanding anything herein to the Contrary, no Participant shall have
any right or entitlement to continued employment for any period, or to receive any Options or
Restricted Shares. Incentive Stock Options and Restricted Shares constituting performance based
compensation within the meaning of Section 162(m) of the Code) may be granted only to Key Employees
of the Company or of any Subsidiary of the Company.



6. OPTIONS



               The Committee is hereby authorized to grant Options to Participants upon the
following terms and the conditions (except to the extent otherwise provided in Section 7) and with
such additional terms and conditions, in either case not inconsistent with the provisions of the
Plan, as the Committee shall determine:




	 	 	 	(a)  Exercise Price. The exercise price per Share purchasable under Options shall be
determined by the Committee at the time the Option is granted but generally shall not be
less than the Fair Market Value of the Shares covered thereby at the time the Option is
granted.






	 	 	 	(b)  Option Term. The term of each Non-Qualified Stock Option shall be fixed by the
Committee but generally shall not exceed ten (10) years from the date of grant.






	 	 	 	(c)  Time and Method of Exercise. The Committee shall determine the time or times at
which the right to exercise an Option may vest, and the method or methods by which, and the
form or forms in which, payment of the option price with respect to exercises of such Option
may be made or deemed to have been made (including, without limitation, (i) cash, Shares,
outstanding Options or other consideration, or any combination thereof, having a Fair Market
Value on the exercise date equal to the relevant option price and (ii) a broker-assisted
cashless exercise program established by the Committee), provided in each case that such
methods avoid “short-swing” profits to the Participant under Section 16(b) of the Securities
Exchange Act of 1934, as amended. The payment of the exercise price of an Option may be made
in a single payment or transfer, in installments, or on a deferred basis, in each case in
accordance with rules and procedures established by the Committee.






	 	 	 	(d)  Incentive Stock Options. All terms of any Incentive Stock Option granted under
the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any
successor provision thereto, and any regulations promulgated thereunder including that,
(i)(A) in the case of a grant to a Person that is not a Ten Percent Stockholder the purchase
price per Share purchasable under Incentive Stock Options shall not be less than the Fair
Market Value of a Share on the date of grant and (B) in the case of a grant to a Ten Percent
Stockholder the purchase price per Share purchasable under Incentive Stock Options shall not
be less than 110% of the Fair Market Value of a Share on the date of grant and (ii) the term
of each Incentive Stock Option shall be fixed by the Committee but shall in no event be more
than ten (10) years from the date of grant, or in the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, five (5) years from the date of grant.





7. RESTRICTED SHARES



     The Committee is hereby authorized to grant Awards of nonvested Restricted Shares,
including Performance-Based or Time-Based Restricted Shares and Non-employee Director Restricted
Shares to Participants upon the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall
determine. Each Restricted Share Award under the Plan shall be held in electronic form in the name
of the Participant or evidenced by a stock certificate of the Company, registered in the name of
the Participant. All such Awards shall also be evidenced by a Restricted Stock Agreement in such
form as the Committee shall prescribe from time to time. The Restricted Share Awards shall comply
with the following terms and conditions and with such other terms and conditions not inconsistent
with the terms of this Plan as the Committee, in its discretion, shall establish.




	 	(a)	 	Stock Legends; Prohibition on Disposition. Certificates for Shares of Restricted
Shares may bear an appropriate legend, if appropriate, referring to any restrictions to
which they may be subject. If such Certificates bear a restricted legend, any attempt to
dispose of any Shares in contravention of such restrictions shall be null and void and
without effect. Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee, the restrictions
applicable to Restricted Shares shall lapse, and such Shares may be delivered, free of all
such restrictions, to the Participant or the Participant’s beneficiary or estate, as the
case may be.






	 	(b)	 	Termination of Service and Forfeiture. In the case of Participants who are
employees of the Company or any of its Subsidiaries, the Committee shall determine the
extent to which the restrictions on any Restricted Share Award shall lapse upon the
termination of the employee Participant’s service to the Company and its Subsidiaries, due
to death, disability, retirement or for any other reason. Except as otherwise determined by
the Compensation Committee, upon termination of employment for any reason whatsoever, during
the restriction period, any portion of a Restricted Share Award which has not vested shall
be forfeited by the Participant and reacquired by the Company, in which case, the
Participant, shall forthwith deliver to the Secretary of the Company such instruments of
transfer, if any, as may reasonably be requested or required to transfer the Shares back to
the Company.






	 	(c)	 	Effect of Attempted Transfer. No interest in any Restricted Share Award shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any such attempted action shall be void. No such interest in any
Restricted Share Award shall be in any manner liable for or subject to debts, contracts,
liabilities, engagements or torts of any Participant or beneficiary. If any Participant or
beneficiary shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge any benefit payable under or interest in any Restricted Share Award, then the
Committee, in its discretion, may hold, or may apply such benefit or interest or any part
thereof to or for the benefit of such Participant, beneficiary, spouse, children, blood
relatives or other dependents, or any of them, in any such manner and such proportions as
the Committee may consider proper.






	 	(d)	 	Rights as a Stockholder. Unless the Board otherwise provides, holders of unvested
Restricted Shares shall have no rights as shareholders of the Company. A Participant shall
not be entitled to delivery of a stock certificate until the Shares vest, any applicable
restricted period shall have lapsed, and the Participant has paid the $.01 per Share par
value of the Shares awarded. All distributions, if any, received by a Participant with
respect to Restricted Shares as a result of any stock split, stock dividend, combination of
Shares or other similar transaction shall be subject to any applicable restrictions in the
original Award.






	 	(e)	 	Performance-Based Restricted Shares. Awards of Performance-Based Restricted
Shares are intended to qualify as performance-based for the purposes of Section 162(m) of
the Code. The Committee shall provide that the Restricted Period applicable to such
Restricted Shares shall lapse if certain performance goals are not attained within
pre-established time frames.





Performance goals may be based on one or more of the following criteria: revenue; revenue growth;
operating income (before or after taxes); pre- or after-tax income or loss (before or after
allocation of corporate overhead and bonus); earnings or loss per share; net income or loss (before
or after taxes); return on equity; total shareholder return; return on assets or net assets;
appreciation in and/or maintenance of the price of the Shares or any other publicly-traded
securities of the Company; market share; gross profits; earnings or losses (including earnings or
losses before taxes, before interest and taxes, or before interest, taxes, depreciation and
amortization); economic value-added models or equivalent metrics; comparisons with various stock
market indices; reductions in costs; cash flow or cash flow per share (before or after dividends);
return on capital (including return on total capital or return on invested capital); cash flow
return on investment; operating margin; gross margin; year-end cash; cash margin; debt reduction;
shareholders equity; operating efficiencies; market share; employee satisfaction; strategic
partnerships or transactions; financial ratios, including those measuring liquidity, activity,
profitability or leverage; cost of capital or assets under management; financing and other capital
raising transactions (including sales of the Company’s equity or debt securities); implementation,
completion or attainment of measurable objectives with respect to research, development,
acquisitions and divestitures; factoring transactions; and recruiting and maintaining personnel.



The performance goals may be based solely by reference to the Company’s performance and/or the
performance of a particular Subsidiary or operating unit, or based upon the relative performance of
other companies or upon comparisons of any of the performance goal criteria relative to other
companies. The Committee may also exclude under the term of the potential Cash Bonuses, the impact
of an event or occurrence which the Committee determines should appropriately be excluded,
including (i) restructurings, discontinued operations, extraordinary items and other unusual or
non-recurring charges, (ii) an event either not directly related to the Company’s operations or not
within the reasonable control of Company management or (iii) the cumulative effects of tax or
accounting changes in accordance with U.S. generally accepted accounting principles .



Following the conclusion of each performance period, the Committee will determine the extent
to which the performance goals for the Recipients were achieved. The Committee will determine the
actual award (if any) for each Recipient based on the level of actual performance achieved.



8. RESTRICTED SHARES AWARDED TO NON-EMPLOYEE DIRECTORS    



Each non-employee Director who was not a member of the Board as of the date of the approval of the
Plan by the Company’s shareholders shall be granted 2,000 Restricted Shares at the time such
Independent Director joins the Board. Any such Grant shall be subject to the terms of a Restricted
Share Agreement, which shall provide that such Shares shall vest over a period of five years, in
equal annual installments, beginning on the first anniversary date of the Grant. Thereafter,
non-employee Directors shall be entitled to receive 1,000 Restricted Shares annually, beginning on
the day of the Annual Meeting of Shareholders following the first anniversary date of their
appointment to the Board. Any such Grant shall be subject to the terms of a Restricted Stock
Agreement, which shall provide that such Shares shall vest in one year. Each non-Employee Director
who was a member of the Board prior to the approval of the Plan shall automatically be granted
1,000 Restricted Shares annually, beginning on June 4, 2010 and 1,000 Restricted Shares each year
thereafter, at the Annual Meeting of Shareholders. Such Shares shall be subject to the terms of a
Restricted Stock Agreement, which shall provide that such Shares shall vest in one year. All such
Grants, shall be made exclusively to Directors of the Company who are not employees of the Company
or any of its Subsidiaries. The Committee may impose such additional restrictions and conditions
on any Award to non-employee Directors as the Committee deems appropriate, and may waive any such
additional restrictions and conditions applicable to such Shares. Grants of Restricted Shares
shall have their restrictions accelerated (a) three months after the date a non-employee Director
ceases to serve as a Director of the Company due to physical or mental disability, (b) in the event
of a non-employee Director’s death, or (c) in event a non-employee Director reaches the age of
seventy-five, having served on the Board for not less than five consecutive years. In such event,
the Shares related to such Grant shall be delivered to the Director or, in the event of death, to
such Director’s beneficiary as soon as administratively feasible after such event.



9. AMENDMENT AND TERMINATION



               Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Option or Restricted Stock Agreement or in the Plan:




	 	 	 	(a)  Amendments to the Plan. The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the Board, but no
amendment shall be effective without the approval of the stockholders of the Company if such
approval would be required under Sections 162(m) or 422 of the Code, Rule 16b-3, by any
other law or rule of any governmental authority, the NASDAQ Stock Exchange, or other
self-regulatory organization to which the Company may then be subject. Except as may be
otherwise provided herein, neither the amendment, suspension nor termination of the Plan
shall, without the consent of the holder of such Option or Restricted Share, alter or impair
any rights or obligations theretofore granted.






	 	 	 	(b)  Correction of Defects, Omissions, and Inconsistencies. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Option or
grant of Restricted Shares in the manner and to the extent it shall deem desirable to carry
the Plan into effect.





10. GENERAL PROVISIONS




	 	 	 	 (a)  No Rights to Awards. No Key Employee shall have any claim to be granted any
Restricted Shares or Option under the Plan, and there is no obligation for uniformity of
treatment of Key Employees or holders or beneficiaries of Options or Restricted Shares
under the Plan. The terms and conditions of Options or Restricted Shares need not be the
same with respect to each Participant. If any Shares subject to an Option Grant or
Restricted Share Award are forfeited, canceled, exchanged or surrendered or if a Grant
otherwise terminates or expires without a distribution of Shares to the Participant, the
            shares of Common Stock with respect to such Grant shall, to the extent of any such
forfeiture, cancellation, exchange, surrender, termination or expiration, again be
available for Grants under the Plan.






	 	 	 	(b)  No Right to Employment. The grant of an Option or of Restricted Shares shall not
be construed as giving a Participant the right to be retained in the employ of the Company.
Further, the Company may at any time dismiss a Participant from employment, free from any
liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Option Agreement or Restricted Share Agreement. In the event of termination of
employment and termination or loss of rights to Shares granted hereunder, by forfeiture or
otherwise, any such Shares shall again become available for award under the Plan.






	 	 	 	(c)  Governing Law and Legality. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in accordance with
the laws of the State of Delaware and applicable federal law. Any issuance or transfer of
Options and Shares pursuant to this Plan are subject to all applicable federal and state
laws, rules and regulations and to such approvals by any regulatory or government agency
which may be necessary or advisable in connection therewith. Without limiting the generality
of the foregoing, no Grants may be made under this Plan and no Options or Shares shall be
issued by the Company until in any such case all legal requirements applicable to the
issuance have been complied with. In connection with any Option or Restricted Share issuance
or transfer, the person acquiring the Shares or Option shall, if requested by the Company,
give assurance to the Company with respect to such matters as may be necessary to assure
compliance with all applicable legal requirements.






	 	 	 	(d)  Severability. If any provision of the Plan or any Option or Restricted Share
Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or would disqualify the Plan or any Option or Restricted Stock Agreement under
any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan,
such provision shall be deemed void, stricken and the remainder of the Plan and any such
Option or Restricted Stock Agreement shall remain in full force and effect.






	 	 	 	(e)  No Fractional Shares. No fractional Shares shall be issued or delivered pursuant
to the Plan or any Option or Restricted Share, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu of any
fractional Shares or whether such fractional Shares or any rights thereto shall be
cancelled, terminated, or otherwise eliminated.






	 	 	 	(f)  Headings. Headings are given to the Sections and subsections of the Plan solely
as a convenience to facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any provision
hereof.





11. EFFECTIVE DATE OF THE PLAN



               The Plan originally became effective as of November 4, 2002. The Plan as
amended hereby, will become effective upon the adoption thereof by the affirmative vote of a
majority of stockholders of the Company, present in person or represented by proxy, and entitled to
vote thereon at the Company’s 2010 Annual Meeting of Stockholders, or any adjournment or
postponement thereof.