ex10ltip060310.htm


    FBR
CAPITAL MARKETS CORPORATION

     

    2006
LONG-TERM INCENTIVE PLAN

     

    (As
Amended and Restated Effective June 3, 2010)

     

    FBR
Capital Markets Corporation, a corporation existing under the laws of the
Commonwealth of Virginia (the “Company”), hereby establishes and adopts the
following 2006 Long-Term Incentive Plan (the “Plan”), as amended and restated
effective June 3, 2010.

     

    
      	
              1.

            	
              PURPOSE
      OF THE PLAN

            


    

     

    
      	
               
      

            	
              1.1.

            	
              Purpose. The purpose of
      the Plan is to assist the Company and its Affiliates in attracting and
      retaining selected individuals to serve as directors, employees,
      consultants and/or advisors of the Company who are expected to contribute
      to the Company’s success and to achieve long-term objectives which will
      inure to the benefit of all shareholders of the Company through the
      additional incentives inherent in the Awards
  hereunder.

            


    

     

    
      	
              2.

            	
              DEFINITIONS

            


    

     

    
      	
               
      

            	
              2.1.

            	
              “Accounting Firm” shall
      have the meaning set forth in
Section 11.4.

            


    

     

    
      	
               
      

            	
              2.2.

            	
              “Affiliate” shall mean
      (i) any person or entity that directly, or through one or more
      intermediaries, controls, or is controlled by, or is under common control
      with, the Company (including any Subsidiary) or (ii) any entity in
      which the Company has a significant equity interest, as determined by the
      Committee.

            


    

     

    
      	
               
      

            	
              2.3.

            	
              “Award” shall mean any
      Option, Stock Appreciation Right, Restricted Stock Award, Performance
      Award, Dividend Equivalent, Interest Equivalent, or Other Stock-Based
      Award granted pursuant to the provisions of the
  Plan.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              “Award Agreement” shall
      mean any written agreement, contract or other instrument or document
      evidencing any Award granted by the Committee
  hereunder.

            


    

     

    
      	
               
      

            	
              2.5.

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

            


    

     

    
      	
               
      

            	
              2.6.

            	
              “Change in Control”
      shall have the meaning set forth in
  Section 11.1.

            


    

     

    
      	
               
      

            	
              2.7.

            	
              “Code” shall mean the
      Internal Revenue Code of 1986, as amended from time to time, and any
      successor thereto.

            


    

     

    
      	
               
      

            	
              2.8.

            	
              “Committee” shall mean
      the Compensation Committee of the Board, or, if such committee of the
      Board has not been appointed, the
Board.

            


    

     

    
      	
               
      

            	
              2.9.

            	
              “Covered Employee” shall
      mean a “covered employee” within the meaning of Section 162(m)(3) of
      the Code, or any successor provision
thereto.

            


    

     

    
      	
               
      

            	
              2.10.

            	
              “Director” shall mean a
      non-employee member of the Board.

            


    

     

    
      	
               
      

            	
              2.11.

            	
              “Dividend Equivalents”
      shall have the meaning set forth in
  Section 12.5.

            


    

     

    
      	
               
      

            	
              2.12.

            	
              “Employee” shall mean
      any employee of the Company or any Affiliate. Solely for purposes of the
      Plan, an Employee shall also mean any consultant or advisor who provides
      services to the Company or any Affiliate, so long as such person
      (i) renders bona fide services that are not in connection with the
      offer and sale of the Company’s securities in a capital-raising
      transaction and (ii) does not directly or indirectly promote or
      maintain a market for the Company’s
securities.

            


    

     

    
      	
               
      

            	
              2.13.

            	
              “Exchange Act” shall
      mean the Securities Exchange Act of 1934, as
  amended.

            


    

     

    
      	
               
      

            	
              2.14.

            	
              “Fair Market Value”
      shall mean, with respect to any property other than Shares, the market
      value of such property determined by such methods or procedures as shall
      be established from time to time by the Committee. If the Shares are not
      listed on a stock exchange, the Fair Market Value of the Shares on any
      date shall be their fair market value as determined by the Committee using
      any reasonable method and in good faith. If the Shares are listed on a
      stock exchange, the Fair Market Value of Shares as of any date shall be
      the per Share closing price of the Shares as reported on such stock
      exchange (or the exchange selected by the Committee if the Shares are
      listed on more than one stock exchange), on the date prior to such date
      (or if there was no reported closing price on such date, on the last
      preceding date on which the closing price was
  reported).

            


    

     

    
      	
               
      

            	
              2.15.

            	
              “Freestanding Stock
      Appreciation Right” shall have the meaning set forth in
      Section 6.1.

            


    

     

    
      	
               
      

            	
              2.16

            	
              “Interest Equivalent”
      shall have the meaning set forth in
  Section 12.5

            


    

     

    
      	
               
      

            	
              2.17.

            	
              “Limitations” shall have
      the meaning set forth in
Section 10.5.

            


    

     

    
      	
               
      

            	
              2.18.

            	
              “Option” shall mean any
      right granted to a Participant under the Plan allowing such Participant to
      purchase Shares at such price or prices and during such period or periods
      as the Committee shall determine.

            


    

     

    
      	
               
      

            	
              2.19.

            	
              “Option Proceeds” shall
      mean the cash actually received by the Company for the option price in
      connection with the exercise of Options that are exercised after the
      effective date of the Plan, plus the maximum tax benefit that could be
      realized by the Company as a result of the exercise of such Options, which
      tax benefit shall be determined by multiplying (a) the amount that is
      deductible for Federal income tax purposes as a result of any such option
      exercise (currently, equal to the amount upon which the Participant’s
      withholding tax obligation is calculated), times (b) the maximum
      federal corporate income tax rate for the year of exercise. To the extent
      that a Participant pays the option price and/or withholding taxes with
      Shares, Option Proceeds shall not be calculated with respect to the
      amounts so paid in Shares.

            


    

     

    
      	
               
      

            	
              2.20.

            	
              “Other Stock-Based
      Award” shall have the meaning set forth in
      Section 8.1.

            


    

     

    
      	
               
      

            	
              2.21.

            	
              “Participant” shall mean
      an Employee or Director who is selected by the Committee to receive an
      Award under the Plan.

            


    

     

    
      	
               
      

            	
              2.22.

            	
              “Payee” shall have the
      meaning set forth in
Section 13.1.

            


    

     

    
      	
               
      

            	
              2.23.

            	
              “Performance Award”
      shall mean any Award of Performance Shares or Performance Units granted
      pursuant to Section 9.

            


    

     

    
      	
               
      

            	
              2.24.

            	
              “Performance Period”
      shall mean that period established by the Committee at the time any
      Performance Award is granted or at any time thereafter during which any
      performance goals specified by the Committee with respect to such Award
      are to be measured.

            


    

     

    
      	
               
      

            	
              2.25.

            	
              “Performance Share”
      shall mean any grant pursuant to Section 9 of a unit valued by
      reference to a designated number of Shares, which value may be paid to the
      Participant by delivery of such property as the Committee shall determine,
      including cash, Shares, other property, or any combination thereof, upon
      achievement of such performance goals during the Performance Period as the
      Committee shall establish at the time of such grant or
      thereafter.

            


    

     

    
      	
               
      

            	
              2.26.

            	
              “Performance Unit” shall
      mean any grant pursuant to Section 9 of a unit valued by reference to
      a designated amount of property (including cash) other than Shares, which
      value may be paid to the Participant by delivery of such property as the
      Committee shall determine, including cash, Shares, other property, or any
      combination thereof, upon achievement of such performance goals during the
      Performance Period as the Committee shall establish at the time of such
      grant or thereafter.

            


    

     

    
      	
               
      

            	
              2.27.

            	
              “Permitted Assignee”
      shall have the meaning set forth in
  Section 12.3.

            


    

     

    
      	
               
      

            	
              2.28.

            	
              “Purchase/Placement
      Agreement” shall mean that certain agreement by and between the
      Company and Friedman, Billings, Ramsey & Co., Inc., as initial
      purchaser/placement agent, dated July 14,
  2006.

            


    

     

    
      	
               
      

            	
              2.29.

            	
              “Restricted Stock” shall
      mean any Share issued with the restriction that the holder may not sell,
      transfer, pledge or assign such Share and with such other restrictions as
      the Committee, in its sole discretion, may impose (including any
      restriction on the right to vote such Share and the right to receive any
      dividends), which restrictions may lapse separately or in combination at
      such time or times, in installments or otherwise, as the Committee may
      deem appropriate.

            


    

     

    
      	
               
      

            	
              2.30.

            	
              “Restricted Stock Award”
      shall have the meaning set forth in
  Section 7.1.

            


    

     

    
      	
               
      

            	
              2.31.

            	
              “Restriction Period”
      shall have the meaning set forth in
  Section 7.1.

            


    

     

    
      	
               
      

            	
              2.32.

            	
              “Securities Act” shall
      mean the Securities Act of 1933, as
amended.

            


    

     

    
      	
               
      

            	
              2.33.

            	
              “Shares” shall mean the
      shares of common stock of the Company, par value $0.001 per
      share.

            


    

     

    
      	
               
      

            	
              2.34.

            	
              “Stock Appreciation
      Right” shall mean the right granted to a Participant pursuant to
      Section 6.

            


    

     

    
      	
               
      

            	
              2.35.

            	
              “Subsidiary” shall mean
      any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company if, at the time of the granting of
      the Award, each of the corporations other than the last corporation in the
      unbroken chain owns stock possessing 50% or more of the total combined
      voting power of all classes of stock in one of the other corporations in
      the chain.

            


    

     

    
      	
               
      

            	
              2.36.

            	
              “Substitute Awards”
      shall mean Awards granted or Shares issued by the Company in assumption
      of, or in substitution or exchange for, awards previously granted, or the
      right or obligation to make future awards, by a company acquired by the
      Company or any Subsidiary or with which the Company or any Subsidiary
      combines.

            


    

     

    
      	
               
      

            	
              2.37.

            	
              “Tandem Stock Appreciation
      Right” shall have the meaning set forth in
      Section 6.1.

            


    

     

    In
addition, certain other terms used in the Plan have definitions provided to them
in the first place in which they are used herein.

     

    


     

    
      	
               
      

            	
              3.        SHARES
      SUBJECT TO THE PLAN

            


    

     

    
      	
               
      

            	
              3.1

            	
              Number of Shares.
      (a) Subject to adjustment as provided in Section 12.2, a total
      of 22,069,985 Shares shall be authorized for grant under the
      Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      any Shares subject to an Award are forfeited, expire or otherwise
      terminate without issuance of such Shares, or any Award is settled for
      cash or otherwise does not result in the issuance of all or a portion of
      the Shares subject to such Award, the Shares shall, to the extent of such
      forfeiture, expiration, termination, cash settlement or non-issuance,
      again be available for Awards under the
Plan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      the event that (i) any Option or other Award granted hereunder is
      exercised through the tendering of Shares (either actually or by
      attestation) or by the withholding of Shares by the Company, or
      (ii) withholding tax liabilities arising from such Option or other
      Award are satisfied by the tendering of Shares (either actually or by
      attestation) or by the withholding of Shares by the Company, then only the
      number of Shares issued net of the Shares tendered or withheld shall be
      counted for purposes of determining the maximum number of Shares available
      for grant under the Plan.

            


    

     

    


    
      	
               
      

            	
              (d)

            	
              Shares
      reacquired by the Company on the open market using Option Proceeds shall
      be available for Awards under the Plan. The increase in Shares available
      pursuant to the repurchase of Shares with Option Proceeds shall not be
      greater than the amount of such proceeds divided by the Fair Market Value
      of a Share on the date of exercise of the Option giving rise to such
      Option Proceeds.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Substitute
      Awards shall not reduce the Shares authorized for grant under the Plan or
      authorized for grant to a Participant in any calendar year. Additionally,
      in the event that a company acquired by the Company or any Subsidiary or
      with which the Company or any Subsidiary combines has shares available
      under a pre-existing plan approved by shareholders and not adopted in
      contemplation of such acquisition or combination, the shares available for
      grant pursuant to the terms of such pre-existing plan (as adjusted, to the
      extent appropriate, using the exchange ratio or other adjustment or
      valuation ratio or formula used in such acquisition or combination to
      determine the consideration payable to the holders of common stock of the
      entities party to such acquisition or combination) may be used for Awards
      under the Plan and shall not reduce the Shares otherwise authorized for
      grant under the Plan; provided that Awards using such available shares
      shall not be made after the last date awards or grants could have been
      made under the terms of the pre-existing plan, absent the acquisition or
      combination, and shall only be made to individuals who were not Employees
      or Directors or any Affiliate prior to such acquisition or
      combination.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Grants
      of Awards as a material inducement to a person becoming an employee of the
      Company or any Subsidiary, including new employees in connection with a
      merger or acquisition, or a former employee being rehired as an employee
      following a bona fide period of interruption of employment, shall not
      reduce the Shares authorized for grant under the Plan if the Committee so
      determines.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Subject
      to adjustment as provided in Section 12.2, the aggregate number of
      Shares that may be issued under the Plan upon the exercise of Options is
      22,069,985 shares.

            


    

     

    
      	
               
      

            	
              3.2.

            	
              Character of Shares.
      Any Shares issued hereunder may consist, in whole or in part, of
      authorized and unissued shares, treasury shares or shares purchased in the
      open market or otherwise.

            


    

     

    


     

    
      	
              4.

            	
              ELIGIBILITY
      AND ADMINISTRATION

            


    

     

    
      	
               
      

            	
              4.1.

            	
              Eligibility. Any
      Employee or Director shall be eligible to be selected as a
      Participant.

            


    

     

    
      	
               
      

            	
              4.2.

            	
              Administration.
      (a) The Plan shall be administered by the Committee. The Directors
      may remove from, add members to, or fill vacancies on, the
      Committee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Committee shall have full power and authority, subject to the provisions
      of the Plan and subject to such orders or resolutions not inconsistent
      with the provisions of the Plan as may from time to time be adopted by the
      Board, to: (i) select the Employees and Directors to whom Awards may
      from time to time be granted hereunder; (ii) determine the type or
      types of Awards, not inconsistent with the provisions of the Plan, to be
      granted to each Participant hereunder; (iii) determine the number of
      Shares to be covered by each Award granted hereunder; (iv) determine
      the terms and conditions, not inconsistent with the provisions of the
      Plan, of any Award granted hereunder; (v) determine whether, to what
      extent and under what circumstances Awards may be settled in cash, Shares
      or other property, subject to Section 8.1; (vi) determine
      whether, to what extent, and under what circumstances cash, Shares, other
      property and other amounts payable with respect to an Award made under the
      Plan shall be deferred either automatically or at the election of the
      Participant; (vii) determine whether, to what extent and under what
      circumstances any Award shall be canceled or suspended;
      (viii) interpret and administer the Plan and any instrument or
      agreement entered into under or in connection with the Plan, including any
      Award Agreement; (ix) correct any defect, supply any omission or
      reconcile any inconsistency in the Plan or any Award in the manner and to
      the extent that the Committee shall deem desirable to carry it into
      effect; (x) establish such rules and regulations and appoint such
      agents as it shall deem appropriate for the proper administration of the
      Plan; (xi) determine whether any Award will have Dividend Equivalents
      or Interest Equivalents; and (xii) make any other determination and
      take any other action that the Committee deems necessary or desirable for
      administration of the Plan.

            


    

    
      	
               
      

            	
               

            


    

    
      	
                                     
      (c)

            	
              Decisions of the Committee shall
      be final, conclusive and binding on all persons or entities, including the
      Company, any Participant, any shareholder and any Employee or any
      Affiliate. A majority of the members of the Committee may determine its
      actions and fix the time and place of its meetings.

            	
                

            	
                

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Committee may delegate to a committee of one or more directors of the
      Company or, to the extent permitted by law, to one or more officers or a
      committee of officers the right to grant Awards to Employees who are not
      Directors or officers of the Company and to cancel or suspend Awards to
      Employees who are not Directors or officers of the
  Company.

            


    

     

    
      	
              5.

            	
              OPTIONS

            


    

     

    
      	
               
      

            	
              5.1.

            	
              Grant of Options.
      Options may be granted hereunder to Participants either alone or in
      addition to other Awards granted under the Plan. Any Option shall be
      subject to the terms and conditions of this Section 5 and to such
      additional terms and conditions, not inconsistent with the provisions of
      the Plan, as the Committee shall deem
desirable.

            


    

     

    
      	
               
      

            	
              5.2.

            	
              Award Agreements. All
      Options granted pursuant to this Section 5 shall be evidenced by a
      written Award Agreement in such form and containing such terms and
      conditions as the Committee shall determine which are not inconsistent
      with the provisions of the Plan. Granting of an Option pursuant to the
      Plan shall impose no obligation on the recipient to exercise such Option.
      Any individual who is granted an Option pursuant to this Section 5
      may hold more than one Option granted pursuant to the Plan at the same
      time.

            


    

     

    
      	
               
      

            	
              5.3.

            	
              Option Price. Other
      than in connection with Substitute Awards, the option price per each Share
      purchasable under any Option granted pursuant to this Section 5 shall
      not be less than 100% of the Fair Market Value of such Share on the date
      of grant of such Option. Other than pursuant to Section 12.2, the
      Committee shall not be permitted to (a) lower the option price per
      Share of an Option after it is granted, (b) cancel an Option when the
      option price per Share exceeds the Fair Market Value of the underlying
      Shares in exchange for another Award (other than in connection with
      Substitute Awards), and (c) take any other action with respect to an
      Option that may be treated as a repricing under the rules and regulations
      of a stock exchange on which the Shares are listed, without shareholder
      approval.

            


    

     

    
      	
               
      

            	
                  

            	
              Notwithstanding
      any other provision of the Plan to the contrary, upon approval of the
      inclusion of this paragraph in the Plan by the Company’s shareholders, the
      Committee may provide for, and the Company may implement, a one-time-only
      Option exchange program for employee Option holders (other than the named
      executive officers of the Company identified in the Company’s definitive
      proxy statement for the 2010 annual meeting of shareholders), pursuant to
      which certain outstanding Options granted at an exercise price of $15.00
      per Share in August 2006 could, at the election of the person holding such
      Options, be tendered to the Company for cancellation in exchange for the
      issuance of a lesser amount of Options with a lower exercise price per
      Share (but not less than 100% of the Fair Market Value per Share on the
      date of grant of such new Option), provided that such one-time-only option
      exchange program is commenced prior to June 3, 20113.

            


    

    


    
      	
               
      

            	
              5.4.

            	
              Option Period. The term
      of each Option shall be fixed by the Committee in its sole discretion;
      provided that no Option shall be exercisable after the expiration of ten
      years from the date the Option is granted, except in the event of death or
      disability as provided in
Section 12.4(a).

            


    

     

    
      	
               
      

            	
              5.5.

            	
              Exercise of Options.
      Vested Options granted under the Plan shall be exercised by the
      Participant or by a Permitted Assignee thereof (or by the Participant’s
      executors, administrators, guardian or legal representative, as may be
      provided in an Award Agreement) as to all or part of the Shares covered
      thereby, by the giving of written notice of exercise to the Company or its
      designated agent, specifying the number of Shares to be purchased,
      accompanied by payment of the full purchase price for the Shares being
      purchased. Unless otherwise provided in an Award Agreement, full payment
      of such purchase price shall be made at the time of exercise and shall be
      made (a) in cash or cash equivalents (including by certified check or
      bank check or wire transfer of immediately available funds), (b) by
      tendering previously acquired Shares (either actually or by attestation,
      valued at their then Fair Market Value), (c) with the consent of the
      Committee, by delivery of other consideration (including, where permitted
      by law and the Committee, other Awards) having a Fair Market Value on the
      exercise date equal to the total purchase price, (d) with the consent
      of the Committee, by withholding Shares otherwise issuable in connection
      with the exercise of the Option, (e) through any other method
      specified in an Award Agreement, or (f) any combination of any of the
      foregoing. The notice of exercise, accompanied by such payment, shall be
      delivered to the Company at its principal business office or such other
      office as the Committee may from time to time direct, and shall be in such
      form, containing such further provisions consistent with the provisions of
      the Plan, as the Committee may from time to time prescribe. In no event
      may any Option granted hereunder be exercised for a fraction of a Share.
      No adjustment shall be made for cash dividends or other rights for which
      the record date is prior to the date of such issuance. Except under
      certain circumstances contemplated by Section 11 or as may be set
      forth in an Award Agreement with respect to death or disability of a
      Participant, Options will not be exercisable before the expiration of one
      year from the date the Option is
granted.

            


    

     

    
      	
               
      

            	
              5.6.

            	
              Form of Settlement. In
      its sole discretion, the Committee may provide, at the time of grant, that
      the Shares to be issued upon an Option’s exercise shall be in the form of
      Restricted Stock or other similar securities, or may reserve the right so
      to provide after the time of grant.

            


    

     

    


     

    
      	
              6.

            	
              STOCK
      APPRECIATION RIGHTS

            


    

     

    
      	
               
      

            	
              6.1.

            	
              Grant and Exercise. The
      Committee may provide Stock Appreciation Rights (a) in conjunction
      with all or part of any Option granted under the Plan or at any subsequent
      time during the term of such Option (“Tandem Stock Appreciation Right”),
      (b) in conjunction with all or part of any Award (other than an
      Option) granted under the Plan or at any subsequent time during the term
      of such Award, or (c) without regard to any Option or other Award (a
      “Freestanding Stock Appreciation Right”), in each case upon such terms and
      conditions as the Committee may establish in its sole
      discretion.

            


    

     

    
      	
               
      

            	
              6.2.

            	
              Terms and Conditions.
      Stock Appreciation Rights shall be subject to such terms and conditions,
      not inconsistent with the provisions of the Plan, as shall be determined
      from time to time by the Committee, including the
    following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Upon
      the exercise of a Stock Appreciation Right, the holder shall have the
      right to receive the excess of (i) the Fair Market Value of one Share
      on the date of exercise or such other lesser amount as the Committee shall
      so determine at any time during a specified period before the date of
      exercise over (ii) the grant price of the right on the date of grant
      which, except in the case of Substitute Awards or in connection with an
      adjustment provided in Section 12.2, shall not be less than the Fair
      Market Value of one Share on such date of grant of the
    right.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      the exercise of a Stock Appreciation Right, the Committee shall determine
      in its sole discretion whether payment shall be made in cash, in whole
      Shares or other property, or any combination
  thereof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      Tandem Stock Appreciation Right may be granted at the same time as the
      related Option is granted or at any time thereafter before exercise or
      expiration of such Option.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      Tandem Stock Appreciation Right related to an Option may be exercised only
      when the related Option would be exercisable and the Fair Market Value of
      the Shares subject to the related Option exceeds the option price at which
      Shares can be acquired pursuant to the Option. Any Option related to a
      Tandem Stock Appreciation Right shall no longer be exercisable to the
      extent the Tandem Stock Appreciation Right has been exercised and any
      Tandem Stock Appreciation Right shall no longer be exercisable to the
      extent the related Option has been exercised; provided, however, that if a
      Tandem Stock Appreciation Right exists with respect to less than the full
      number of Shares covered by a related Option, then an exercise or
      termination of such Option shall not reduce the number of Shares to which
      the Tandem Stock Appreciation Right applies until the number of Shares
      then exercisable under such Option equals the number of Shares to which
      the Tandem Stock Appreciation Right
applies,.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      provisions of Stock Appreciation Rights need not be the same with respect
      to each recipient.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Committee may impose such other conditions or restrictions on the terms of
      exercise and the exercise price of any Stock Appreciation Right, as it
      shall deem appropriate. In connection with the foregoing, the Committee
      shall consider the applicability and effect of Section 162(m) of the
      Code. Notwithstanding the foregoing provisions of this
      Section 6.2(f), but subject to Section 12.2 and
      Section 12.4(a), a Freestanding Stock Appreciation Right shall not
      have a term of greater than ten years. Except under certain circumstances
      contemplated by Section 11 or as may be set forth in an Award
      Agreement with respect to death or disability of a Participant,
      Freestanding Stock Appreciation Rights will not be exercisable before the
      expiration of one year from the date the right is granted. In addition to
      the foregoing, but subject to Section 12.2, the base amount of any
      Stock Appreciation Right shall not be reduced after the date of grant,
      without shareholder approval.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Committee may impose such terms and conditions on Stock Appreciation
      Rights granted in conjunction with any Award (other than an Option) as the
      Committee shall determine in its sole
  discretion.

            


    

     

    


     

    
      	
              7.

            	
              RESTRICTED
      STOCK AWARDS

            


    

     

    
      	
               
      

            	
              7.1.

            	
              Grants. Awards of
      Restricted Stock may be issued hereunder to Participants either alone or
      in addition to other Awards granted under the Plan (a “Restricted Stock
      Award”). A Restricted Stock Award shall be subject to restrictions imposed
      by the Committee covering a period of time specified by the Committee (the
      “Restriction Period”). The provisions of Restricted Stock Awards need not
      be the same with respect to each recipient. The Committee has absolute
      discretion to determine whether any consideration (other than services) is
      to be received by the Company or any Affiliate as a condition precedent to
      the issuance of Restricted Stock

            


    

     

    
      	
               
      

            	
              7.2.

            	
              Award Agreements. The
      terms of any Restricted Stock Award granted under the Plan shall be set
      forth in a written Award Agreement which shall contain provisions
      determined by the Committee and not inconsistent with the
      Plan.

            


    

     

    
      	
               
      

            	
              7.3.

            	
              Rights of Holders of
      Restricted Stock. Beginning on the date of grant of the Restricted
      Stock Award and subject to execution of the Award Agreement, the
      Participant shall become a shareholder of the Company with respect to all
      Shares subject to the Award Agreement and shall have all of the rights of
      a shareholder, including the right to vote such Shares and the right to
      receive distributions made with respect to such Shares; provided,
      however, that any
      Shares or any other property (other than cash) distributed as a dividend
      or otherwise with respect to any Restricted Stock as to which the
      restrictions have not yet lapsed shall be subject to the same restrictions
      as such Restricted Stock.

            


    

     

    
      	
               
      

            	
              7.4.

            	
              Minimum Vesting Period.
      Except for certain limited situations (including the death,
      disability or retirement of the Participant or a Change in Control
      referred to in Section 11), Restricted Stock Awards subject solely to
      continued employment restrictions shall have a Restriction Period of not
      less than three years from date of grant (but permitting pro-rata vesting
      over such time); provided, that the provisions of this Section 7.4
      shall not be applicable to any Substitute Awards or grants of Restricted
      Stock in payment of Performance Awards pursuant to Section 9. Subject to the
      foregoing three-year or one-year minimum vesting requirement, as
      applicable, the Committee may, in its sole discretion and subject to the
      limitations imposed under Section 162(m) of the Code and the Treasury
      Regulations thereunder in the case of a Restricted Stock Award intended to
      comply with the performance-based compensation exception under Code
      Section 162(m), waive the forfeiture period and any other conditions
      set forth in any Award Agreement subject to such terms and conditions as
      the Committee shall deem
appropriate.

            


    

     

    
      	
              8.

            	
              OTHER
      STOCK–BASED AWARDS

            


    

     

    
      	
               
      

            	
              8.1.

            	
              Stock and
      Administration. Other Awards of Shares and other Awards that are
      valued in whole or in part by reference to, or are otherwise based on,
      Shares or securities convertible into Shares (“Other Stock-Based Awards”)
      may be granted hereunder to Participants, either alone or in addition to
      other Awards granted under the Plan, and such Other Stock-Based Awards
      shall also be available as a form of payment in the settlement of other
      Awards granted under the Plan. Other Stock-Based Awards shall be paid in
      Shares, cash or a combination, as determined by the Committee. Subject to
      the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Employees and Directors to whom and the time or
      times at which such Other Stock-Based Awards shall be made, the number of
      Shares to be granted pursuant to such Awards, and all other conditions of
      the Awards. The provisions of Other Stock-Based Awards need not be the
      same with respect to each recipient. Other Stock-Based Awards may be
      immediately vested, immediately transferable or both immediately vested
      and transferable. Except for certain limited situations (including the
      death, disability or retirement of the Participant or a Change in Control
      referred to in Section 11), Other Stock-Based Awards subject solely
      to continued employment restrictions shall be subject to restrictions
      imposed by the Committee for a period of not less than three years from
      date of grant (but permitting pro-rata vesting over such time); provided,
      that such restrictions shall not be applicable to any Substitute Awards,
      grants of Other Stock-Based Awards in payment of Performance Awards
      pursuant to Section 9, or grants of Other Stock-Based Awards on a
      deferred basis. In addition, the Committee may award unrestricted Shares
      to Participants in lieu of certain cash payments awarded under other
      compensation plans or programs of the
Company.

            


    

     

    
      	
               
      

            	
              8.2.

            	
              Terms and Conditions.
      Shares (including securities convertible into Shares) subject to Awards
      granted under this Section 8 may be issued for no consideration or
      for such minimum consideration as may be required by applicable law.
      Shares (including securities convertible into Shares) purchased pursuant
      to a purchase right awarded under this Section 8 shall be purchased
      for such consideration as the Committee shall determine in its sole
      discretion.

            


    

     

    


     

    
      	
              9.

            	
              PERFORMANCE
      AWARDS

            


    

     

    
      	
               
      

            	
              9.1.

            	
              Terms of Performance
      Awards. Performance Awards may be issued hereunder to Participants,
      for no consideration or for such minimum consideration as may be required
      by applicable law, either alone or in addition to other Awards granted
      under the Plan. The performance criteria to be achieved during any
      Performance Period and the length of the Performance Period shall be
      determined by the Committee upon the grant of each Performance Award;
      provided, however, that a Performance Period shall not be shorter than 12
      months nor longer than five years. Except as provided in Section 11
      or as may be provided in an Award Agreement, Performance Awards will be
      distributed only after the end of the relevant Performance Period.
      Performance Awards may be paid in cash, Shares, other property, or any
      combination thereof, in the sole discretion of the Committee at the time
      of payment. The performance goals to be achieved for each Performance
      Period shall be conclusively determined by the Committee and may be based
      upon the criteria set forth in Section 10.1. The amount of the Award
      to be distributed shall be conclusively determined by the Committee.
      Performance Awards may be paid in a lump sum or in installments following
      the close of the Performance Period or, in accordance with procedures
      established by the Committee, on a deferred
  basis.

            


    

     

    
      	
              10.

            	
              CODE
      SECTION 162(m) PROVISIONS

            


    

     

    
      	
               
      

            	
              10.1.

            	
              Performance Criteria.
      If any Award is intended to satisfy the performance-based compensation
      exception under Code Section 162(m), then the lapsing of restrictions
      on such an Award and the distribution of cash, Shares or other property
      pursuant thereto, as applicable, may be subject to the achievement of one
      or more objective performance goals established by the Committee, which
      shall be based on the attainment of specified levels of one or any
      combination of the following: revenues, revenue growth; asset growth;
      combined net worth; debt to equity ratio; debt to capitalization ratio;
      earnings before interest, taxes, depreciation and amortization; operating
      income; operating cash flow; pre- or after-tax net income; cash flow or
      free cash flow; cash flow or free cash flow per share; net earnings;
      earnings per share; return on equity; return on investment; return on
      total capital; return on capital employed; return on assets; return on
      revenue; economic value added (or an equivalent metric); share price
      performance; total shareholder return; improvement in or attainment of
      expense levels; improvement in or attainment of working capital levels of
      the Company or any Affiliate, division or business unit of the Company for
      or within which the Participant is primarily employed. Such performance
      goals also may be based solely by reference to the Company’s performance
      or the performance of an Affiliate, division or business unit of the
      Company, or based upon the relative performance of other companies or upon
      comparisons of any of the indicators of performance relative to other
      companies. The Committee may also exclude the impact of an event or
      occurrence which the Committee determines should appropriately be
      excluded, including (a) restructurings, discontinued operations,
      extraordinary items, and other unusual or non-recurring charges,
      (b) an event either not directly related to the operations of the
      Company or not within the reasonable control of the Company’s management,
      or (c) a change in accounting standards required by generally
      accepted accounting principles. Such performance goals shall be set by the
      Committee within the time period prescribed by, and shall otherwise comply
      with the requirements of, Section 162(m) of the Code, or any
      successor provision thereto, and the regulations
    thereunder.

            


    

     

    
      	
               
      

            	
              10.2.

            	
              Adjustments.
      Notwithstanding any provision of the Plan (other than Section 11),
      with respect to any Restricted Stock, Performance Award or Other
      Stock-Based Award that is subject to this Section 10, the Committee
      may adjust downwards, but not upwards, the amount payable pursuant to such
      Award, and the Committee may not waive the achievement of the applicable
      performance goals, except in the case of the death or disability of the
      Participant.

            


    

     

    
      	
               
      

            	
              10.3.

            	
              Restrictions. The
      Committee shall have the power to impose such other restrictions on Awards
      subject to this Section 10 as it may deem necessary or appropriate to
      ensure that such Awards satisfy all requirements for “performance-based
      compensation” within the meaning of Section 162(m)(4)(C) of the Code,
      or any successor provision thereto.

            


    

     

    
      	
               
      

            	
              10.4.

            	
              Limitations on Grants to
      Individual Participant. Subject to adjustment as provided in
      Section 12.2, no Participant may be granted Options or Stock
      Appreciation Rights during any calendar year with respect to more than
      1,000,000 Shares. Subject to adjustment as provided in Section 12.2,
      no Participant may be granted in any calendar year Restricted Stock,
      Performance Awards and/or Other Stock-Based Awards that are intended to
      satisfy the performance-based compensation exception under Code
      Section 162(m) and that are denominated in Shares with respect to
      more than 750,000 Shares (the “Limitations”). In addition to the
      foregoing, the maximum dollar value payable to any Participant in any
      calendar year with respect to Performance Awards and/or Other Stock-Based
      Awards that are intended to satisfy the performance-based compensation
      exception under Code Section 162(m) and that are valued with
      reference to property other than Shares is $25,000,000. If an Award is
      cancelled, the cancelled Award shall continue to be counted toward the
      applicable Limitations.

            


    

     

    


     

    
      	
               11.

            	
               

            	
              CHANGE
      IN CONTROL PROVISIONS

            


    

     

    
      	
               
      

            	
              11.1.

            	
              Definition of Change in
      Control. For purposes of the Plan, a “Change in Control” shall mean
      the happening of any of the following
events:

            


    

     

    
      	
               
      

            	
              (a)

            	
              acquisition
      by any individual, entity or group (with the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      50% or more of either (A) the then outstanding shares of common stock
      of the Company (the “Outstanding Company Common Stock”) or (B) the
      combined voting power of the then outstanding voting securities of the
      Company entitled to vote generally in the election of directors (the
      “Outstanding Company Voting Securities”); provided, however, that, for
      purposes of this subsection (a), the following acquisitions shall not
      constitute a Change in Control: (1) any acquisition directly from the
      Company, (2) any acquisition by the Company, (3) any acquisition
      by any employee benefit plan (or related trust) sponsored or maintained by
      the Company or any corporation controlled by the Company or (4) any
      acquisition by any corporation pursuant to a transaction which complies
      with clauses (A), (B) and (C) of subsection (c) of this
      Section 11.1; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Individuals
      who, as of the date hereof, constitute the Board (the “Incumbent Board”)
      cease to constitute at least a majority of the Board; provided, however,
      that any individual becoming a director subsequent to the date hereof
      whose election, or nomination for election by the Company’s shareholders,
      was approved by a vote of at least a majority of the directors then
      comprising the Incumbent Board shall be considered as though such
      individual were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as
      a result of an actual or threatened election contest with respect to the
      election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the Board; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of all or substantially all of the assets of the Company or the
      acquisition of assets or stock of another corporation (a “Business
      Combination”), in each case, unless, following such Business Combination,
      (A) all or substantially all of the individuals and entities who were
      the beneficial owners, respectively, of the Outstanding Company Common
      Stock and Outstanding Company Voting Securities immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than
      60% of, respectively, the then outstanding shares of common stock and the
      combined voting power of the then outstanding voting securities entitled
      to vote generally in the election of directors, as the case may be, of the
      corporation resulting from such Business Combination (including, without
      limitation, a corporation which as a result of such transaction owns the
      Company or all or substantially all of the Company’s assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities, as the case may be, (B) no Person
      (excluding any corporation resulting from such Business Combination or any
      employee benefit plan (or related trust) of the Company or such
      corporation resulting from such Business Combination or the Founders or
      Founder Affiliates) beneficially owns, directly or indirectly, 50% or more
      of, respectively, the then outstanding shares of common stock of the
      corporation resulting from such Business Combination or the combined
      voting power of the then outstanding voting securities of such corporation
      except to the extent that such ownership existed prior to the Business
      Combination and (C) at least a majority of the members of the board
      of directors of the corporation resulting from such Business Combination
      were members of the Incumbent Board at the time of the execution of the
      initial agreement, or of the action of the Board, providing for such
      Business Combination; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Approval
      by the shareholders of the Company of a complete liquidation or
      dissolution of the Company.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      no event shall a Change in Control be deemed to have occurred under this
      Section 11.1 upon an initial public offering or a subsequent public
      offering of the common stock under the Securities
  Act.

            


    


    
       

    


     

    
      	
               
      

            	
              11.2.

            	
              Impact of Change in Control.
      Unless the Committee determines otherwise in an Award Agreement,
      upon a Change in Control, (a) Options and Stock Appreciation Rights
      outstanding as of the date of the Change in Control immediately vest and
      become fully exercisable, (b) restrictions and deferral limitations
      on Restricted Stock lapse and the Restricted Stock become free of all
      restrictions and limitations and become fully vested, (c) all
      Performance Awards shall be considered to be earned and payable (either in
      full or pro-rata based on the portion of Performance Period completed as
      of the date of the Change in Control), and any deferral or other
      restriction shall lapse and such Performance Awards shall be immediately
      settled or distributed, (d) the restrictions and deferral limitations
      and other conditions applicable to any Other Stock-Based Awards or any
      other Awards shall lapse, and such Other Stock-Based Awards or such other
      Awards shall become free of all restrictions, limitations or conditions
      and become fully vested and transferable to the full extent of the
      original grant, and (e) such other additional benefits as the
      Committee deems appropriate shall apply, subject in each case to any terms
      and conditions contained in the Award Agreement evidencing such Award.
      Notwithstanding any other provision of the Plan, the Committee, in its
      discretion, may determine that, upon the occurrence of a Change in Control
      of the Company, each Option and Stock Appreciation Right outstanding shall
      terminate within a specified number of days after notice to the
      Participant, and such Participant shall receive, with respect to each
      Share subject to such Option or Stock Appreciation Right, an amount equal
      to the excess of the Fair Market Value of such Share immediately prior to
      the occurrence of such Change in Control over the exercise price per share
      of such Option and/or Stock Appreciation Right; such amount to be payable
      in cash, in one or more kinds of stock or property (including the stock or
      property, if any, payable in the transaction) or in a combination thereof,
      as the Committee, in its discretion, shall
  determine.

            


    

     

    
      	
               
      

            	
              11.3.

            	
              Assumption Upon Change in
      Control. Notwithstanding the foregoing, if in the event of a Change
      in Control the successor company assumes or substitutes for an Option,
      Stock Appreciation Right, Share of Restricted Stock or Other Stock-Based
      Award, then each outstanding Option, Stock Appreciation Right, Share of
      Restricted Stock or Other Stock-Based Award shall not be accelerated as
      described in Sections 11.2(a), (b) and (d). For the purposes of this
      Section 11.3, an Option, Stock Appreciation Right, Share of
      Restricted Stock or Other Stock-Based Award shall be considered assumed or
      substituted for if following the Change in Control the award confers the
      right to purchase or receive, for each Share subject to the Option, Stock
      Appreciation Right, Restricted Stock Award or Other Stock-Based Award
      immediately prior to the Change in Control, the consideration (whether
      stock, cash or other securities or property) received in the transaction
      constituting a Change in Control by holders of Shares for each Share held
      on the effective date of such transaction (and if holders were offered a
      choice of consideration, the type of consideration chosen by the holders
      of a majority of the outstanding shares); provided, however, that if such
      consideration received in the transaction constituting a Change in Control
      is not solely common stock of the successor company, the Committee may,
      with the consent of the successor company, provide that the consideration
      to be received upon the exercise or vesting of an Option, Stock
      Appreciation Right, Restricted Stock Award or Other Stock-Based Award, for
      each Share subject thereto, will be solely common stock of the successor
      company substantially equal in fair market value to the per share
      consideration received by holders of Shares in the transaction
      constituting a Change in Control. The determination of such substantial
      equality of value of consideration shall be made by the Committee in its
      sole discretion and its determination shall be conclusive and binding.
      Notwithstanding the foregoing, on such terms and conditions as may be set
      forth in an Award Agreement, in the event of an involuntary termination
      without cause or a voluntary termination for good reason of a
      Participant’s employment in such successor company within a 24-month
      period following such Change in Control, each Award held by such
      Participant at the time of the Change in Control shall be accelerated as
      described in Sections 11.2(a), (b) and
  (d) above.

            


    

     

    
      	
               
      

            	
              11.4.

            	
              Limitations on
      Benefits.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Section 11.4(e), but despite any other provision of this Plan, if
      it is determined that receipt of benefits or payments under this Plan,
      taking into account other benefits or payments provided under other plans,
      agreements or arrangements, would subject a Participant to tax under Code
      Section 4999, it must determine whether some amount of the benefits
      or payments would meet the definition of a “Reduced Amount.” If it is
      determined that there is a Reduced Amount, the total benefits and payments
      must be reduced to such Reduced Amount, but not below
  zero.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      it is determined that the total benefits and payments should be reduced to
      the Reduced Amount, the Company must promptly notify the Participant of
      that determination, including a copy of the detailed calculations by the
      independent accounting firm engaged to audit the Company’s financial
      statements immediately before the Change in Control (the “Accounting
      Firm”). All determinations made by the Accounting Firm under this section
      are binding upon the Company and the
  Participant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              It
      is the intention of the Company and the Participant to reduce the total
      benefits and payments under this Plan and any other plan, agreement or
      arrangement only if the aggregate Net After Tax Receipts to the
      Participant would thereby be increased. As a result of the uncertainty in
      the application of Code section 4999 at the time of the initial
      determination by the Company’s accounting firm under this section,
      however, it is possible that amounts will have been paid or distributed
      under the Plan to or for the benefit of a Participant which should not
      have been so paid or distributed (“Overpayment”) or that additional
      amounts which will not have been paid or distributed under the Plan to or
      for the benefit of a Participant could have been so paid or distributed
      (“Underpayment”), in each case, consistent with the calculation of the
      Reduced Amount. If the Accounting Firm, based either upon the assertion of
      a deficiency by the Internal Revenue Service against the Company or the
      Participant which the accounting firm believes has a high probability of
      success or controlling precedent or other substantial authority,
      determines that an Overpayment has been made, any such Overpayment must be
      treated (if permitted by applicable law) for all purposes as a loan ab
      initio for which the Participant must repay the Company together with
      interest at the applicable federal rate under Code section 7872(f)(2);
      provided, however, that no such loan may be deemed to have been made and
      no amount shall be payable by Participant to the Company if and to the
      extent such deemed loan and payment would not either reduce the amount on
      which Participant is subject to tax under Code section 1 or 4999 or
      generate a refund of such taxes. If the Accounting Firm, based upon
      controlling precedent or other substantial authority, determines that an
      Underpayment has occurred, the accounting firm must promptly notify the
      Administrator of the amount of the Underpayment and such amount, together
      with interest at the applicable federal rate under Code section
      7872(f)(2), must be paid to the
Participant.

            


    

     

    
      	
               
      

            	
              (d)

            	
              For
      purposes of this section, (i) “Net After Tax Receipt” means the
      Present Value of a payment or benefit under this Plan and all other plans,
      agreements and arrangements net of all taxes imposed on Participant with
      respect thereto under Code sections 1 and 4999, determined by applying the
      highest marginal rate under Code section 1 which applied to the
      Participant’s taxable income for the immediately preceding taxable year;
      (ii) “Present Value” means the value determined in accordance with
      Code section 280G(d)(4); and (iii) “Reduced Amount” means the
      smallest aggregate amount of all payments or benefit under this Plan which
      (a) is less than the sum of all payments or benefit under this Plan
      and (b) results in aggregate Net After Tax Receipts which are equal
      to or greater than the Net After Tax Receipts which would result if the
      aggregate payments or benefit under this Plan and all other plans,
      agreements and arrangements were any other amount less than the sum of all
      payments or benefit under this Plan and all other plans, agreements and
      arrangements.

            


    

     

    
      	
               
      

            	
              (e)

            	
              This
      section shall not apply to awards made to any Participant if an Award
      Agreement or other agreement between the Participant and the Company
      provides that the Company shall indemnify the Participant against any
      liability that the Participant may incur under Section 4999 of the
      Code.

            


    

     

    
      	
              12.

            	
              GENERALLY
      APPLICABLE PROVISIONS

            


    

     

    
      	
               
      

            	
              12.1.

            	
              Amendment and Modification of
      the Plan. The Board may, from time to time, alter, amend, suspend
      or terminate the Plan as it shall deem advisable, subject to any
      requirement for shareholder approval imposed by applicable law, including
      the rules and regulations of any stock exchange or quotation system on
      which Shares are listed or quoted; provided that the Board may not amend
      the Plan in any manner that would result in noncompliance with Rule 16b-3
      of the Exchange Act; and further provided that the Board may not, without
      the approval of the Company’s shareholders, amend the Plan to
      (a) increase the number of Shares that may be the subject of Awards
      under the Plan (except for adjustments pursuant to Section 12.2),
      (b) expand the types of awards available under the Plan,
      (c) materially expand the class of persons eligible to participate in
      the Plan, (d) amend any provision of Section 5.3,
      (e) increase the maximum permissible term of any Option specified by
      Section 5.4, or (f) amend any provision of Section 10.5. In
      addition, no amendments to, or termination of, the Plan shall in any way
      impair the rights of a Participant under any Award previously granted
      without such Participant’s consent.

            


    

     

    
      	
               
      

            	
              12.2.

            	
              Adjustments. In the
      event of any merger, reorganization, consolidation, recapitalization,
      dividend or distribution (whether in cash, shares or other property, but
      without regard to the payment of any cash dividends by the Company in the
      ordinary course), stock split, reverse stock split, spin-off or similar
      transaction or other change in corporate structure affecting the Shares or
      the value thereof, the terms of the Plan and Awards shall be adjusted and
      such adjustments shall be as the Committee, in its sole discretion, deems
      equitable or appropriate, including such adjustments in the aggregate
      number, class and kind of securities that may be delivered under the Plan
      and, in the aggregate or to any one Participant, in the number, class,
      kind and option or exercise price of securities subject to outstanding
      Awards granted under the Plan (including, if the Committee deems
      appropriate, the substitution of similar options to purchase the shares
      of, or other awards denominated in the shares of, another company) as the
      Committee may determine to be appropriate in its sole discretion;
      provided, however, that the number of Shares subject to any Award shall
      always be a whole number.

            


    

     

    
      	
               
      

            	
              12.3.

            	
              Transferability of
      Awards. Except as provided below, and except as otherwise
      authorized by the Committee in an Award Agreement, no Award and no Shares
      subject to Awards described in Section 8 that have not been issued or
      as to which any applicable restriction, performance or deferral period has
      not lapsed, may be sold, assigned, transferred, pledged or otherwise
      encumbered, other than by will or the laws of descent and distribution, or
      pursuant to a qualified domestic relations order, and such Award may be
      exercised during the life of the Participant only by the Participant or
      the Participant’s guardian or legal representative. Notwithstanding the
      foregoing, a Participant may assign or transfer an Award with the consent
      of the Committee (each transferee thereof, a “Permitted Assignee”);
      provided that such Permitted Assignee shall be bound by and subject to all
      of the terms and conditions of the Plan and the Award Agreement relating
      to the transferred Award and shall execute an agreement satisfactory to
      the Company evidencing such obligations; and provided further that such
      Participant shall remain bound by the terms and conditions of the Plan.
      The Company shall cooperate with any Permitted Assignee and the Company’s
      transfer agent in effectuating any transfer permitted under this
      Section 12.3.

            


    

     

    
      	
               
      

            	
              12.4.

            	
              Termination of
      Employment. Unless the Committee shall determine otherwise at or
      after the date of grant, the following termination provisions shall
      apply:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Death or Disability.
      Upon a Participant’s termination due to death or disability, as
      those terms may be defined in the Award Agreement, (i) Options and
      Stock Appreciation Rights outstanding as of the date of termination shall
      immediately vest and become fully exercisable, and remain exercisable for
      one year, even if one year exceeds the original option term (except for
      Options that are incentive stock options under Code section 422 and
      related Tandem Stock Appreciation Rights that shall not be exercisable
      after the original term), and even if death occurs during a
      post-termination exercise period; (ii) Performance Awards shall be
      considered to be earned and payable (either in full or pro-rata based on
      the portion of Performance Period completed as of the date of termination
      and performance to such date), and any deferral or other restriction shall
      lapse and such Performance Awards shall be immediately settled or
      distributed; (iii) restrictions and deferral limitations on
      Restricted Stock, Other Stock-Based Awards, and any other Awards shall
      lapse and the Restricted Stock shall become free of all restrictions,
      limitations, or conditions and become fully vested and transferable to the
      full extent of the original grant; and (iv) such other additional
      benefits as the Committee deems appropriate shall apply, subject in each
      case to any terms and conditions contained in the Award Agreement
      evidencing such Award.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Retirement. Upon a
      Participant’s retirement, as that term may be defined in the Award
      Agreement, and conditioned upon the Participant entering into non-compete,
      non-solicitation, non-disclosure, and non-disparagement agreements,
      (i) Options and Stock Appreciation Rights outstanding as of the date
      of termination and that are not vested shall continue to vest and, once
      vested, shall remain exercisable for the lesser of three (3) years
      from vesting date or their original terms; (ii) Options and Stock
      Appreciation Rights outstanding as of the date of termination and that are
      vested shall remain exercisable for the lesser of three (3) years
      from the date of termination or their original terms,
      (iii) Performance Awards shall continue to vest and shall be payable
      upon completion of the applicable Performance Period to the extent the
      associated performance goals are achieved; (iv) Restricted Stock,
      Other Stock-Based Awards, or any other Awards shall continue to vest, as
      applicable; and (v) such other additional benefits as the Committee
      deems appropriate shall apply, subject in each case to any terms and
      conditions contained in the Award Agreement evidencing such
      Award.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Involuntary Termination
      Without Cause due to a Reduction in Force. Upon a Participant’s
      involuntary termination without cause due to a reduction in force, as that
      term may be defined in the Award Agreement, and conditioned upon the
      Participant entering into non-solicitation, non-disclosure, and
      non-disparagement agreements, (i) vested Options and Stock
      Appreciation Rights outstanding as of the date of termination shall remain
      exercisable for 90 days, and unvested Options and Stock Appreciation
      Rights shall be forfeited; (ii) Performance Awards shall be payable
      at the end of the applicable Performance Period, to the extent the
      associated performance goals are achieved, pro-rata based on the number of
      months of the Performance Period that have been completed as of the date
      of termination divided by the total number of months in the Performance
      Period; (iii) Restricted Stock, Other Stock-Based Awards or any other
      Awards subject to a cliff vesting or annual pro rata vesting provision
      shall vest pro-rata based on the number of months of the vesting period
      completed as of the date of termination divided by the total number of
      months in the vesting period, and unvested Restricted Stock, unvested
      Other Stock-Based Awards or any other unvested Awards shall be forfeited;
      and (iv) such other additional benefits as the Committee deems
      appropriate shall apply, subject in each case to any terms and conditions
      contained in the Award Agreement evidencing such
  Award.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Termination for Cause.
      Upon a Participant’s termination for cause, as that term may be defined in
      the Award Agreement, (i) all Options and Stock Appreciation Rights
      outstanding as of the date of termination, whether vested or not vested,
      shall be immediately canceled, and (ii) any unvested awards of
      Restricted Stock, Performance Awards, Other Stock-Based Awards or other
      Awards shall be immediately
forfeited.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Other Termination. Upon
      a Participant’s termination for any other reason, including voluntary
      resignation and involuntary termination without cause not due to a
      reduction in force, as those terms may be defined in the Award Agreement,
      (i) vested Options and Stock Appreciation Rights outstanding on the
      date of termination shall remain exercisable for 90 days, and unvested
      Options and Stock Appreciation Rights shall be forfeited, and
      (ii) unvested Restricted Stock, Performance Awards, Other Stock-Based
      Awards or other Awards shall be immediately
  forfeited.

            


    

     

    
      	
               
      

            	
              12.5.

            	
              Deferral; Dividend Equivalents and
      Interest Equivalents. The Committee shall be authorized to
      establish procedures pursuant to which the payment of any Award may be
      deferred. Subject to the provisions of the Plan and any Award Agreement,
      the recipient of an Award (including any deferred Award) may, if so
      determined by the Committee, be entitled to receive, currently or on a
      deferred basis, cash, stock or other property dividends, or cash payments
      in amounts equivalent to cash, stock or other property dividends on Shares
      (“Dividend Equivalents”) with respect to the number of Shares covered by
      the Award, as determined by the Committee, in its sole discretion, and the
      Committee may provide that such amounts (if any) shall be deemed to have
      been reinvested in additional Shares or otherwise reinvested. Any
      cash-based Award, including deferred Awards or accumulated cash Dividend
      Equivalents, may be credited with interest (“Interest Equivalents”) on the
      same basis as provided above.

            


    

     

    
      	
              13.

            	
              MISCELLANEOUS

            


    

     

    
      	
               
      

            	
              13.1.

            	
              Tax Withholding. The
      Company shall have the right to make all payments or distributions
      pursuant to the Plan to a Participant (or a Permitted Assignee thereof)
      (any such person, a “Payee”) net of any applicable Federal, State and
      local taxes required to be paid or withheld as a result of (a) the
      grant of any Award, (b) the exercise of an Option or Stock
      Appreciation Right, (c) the delivery of Shares or cash, (d) the
      lapse of any restrictions in connection with any Award or (e) any
      other event occurring pursuant to the Plan. The Company or any Affiliate
      shall have the right to withhold from wages or other amounts otherwise
      payable to such Payee such withholding taxes as may be required by law, or
      to otherwise require the Payee to pay such withholding taxes. If the Payee
      shall fail to make such tax payments as are required, the Company or its
      Affiliates shall, to the extent permitted by law, have the right to deduct
      any such taxes from any payment of any kind otherwise due to such Payee or
      to take such other action as may be necessary to satisfy such withholding
      obligations. The Committee shall be authorized to establish procedures for
      election by Participants to satisfy such obligation for the payment of
      such taxes by tendering previously acquired Shares (either actually or by
      attestation, valued at their then Fair Market Value) that have been owned
      for a period of at least six months (or such other period to avoid
      accounting charges against the Company’s earnings), or by directing the
      Company to retain Shares (up to the employee’s minimum required tax
      withholding rate) otherwise deliverable in connection with the
      Award.

            


    

     

    
      	
               
      

            	
              13.2.

            	
              Right of Discharge Reserved;
      Claims to Awards. Nothing in the Plan nor the grant of an Award
      hereunder shall confer upon any Employee or Director the right to continue
      in the employment or service of the Company or any Affiliate or affect any
      right that the Company or any Affiliate may have to terminate the
      employment or service of (or to demote or to exclude from future Awards
      under the Plan) any such Employee or Director at any time for any reason.
      Except as specifically provided by the Committee, the Company shall not be
      liable for the loss of existing or potential profit from an Award granted
      in the event of termination of an employment or other relationship. No
      Employee or Participant shall have any claim to be granted any Award under
      the Plan, and there is no obligation for uniformity of treatment of
      Employees or Participants under the
Plan.

            


    

     

    
      	
               
      

            	
              13.3.

            	
              Prospective Recipient.
      The prospective recipient of any Award under the Plan shall not, with
      respect to such Award, be deemed to have become a Participant, or to have
      any rights with respect to such Award, until and unless such recipient
      shall have executed an agreement or other instrument evidencing the Award
      and delivered a copy thereof to the Company, and otherwise complied with
      the then applicable terms and
conditions.

            


    

     

    
      	
               
      

            	
              13.4.

            	
              Cancellation of Award.
      Notwithstanding anything to the contrary contained herein, all outstanding
      Awards granted to any Participant shall be canceled if the Participant,
      without the consent of the Company, while employed by the Company or any
      Affiliate or after termination of such employment or service, establishes
      a relationship with a competitor of the Company or any Affiliate or
      engages in activity that is in conflict with or adverse to the interest of
      the Company or any Affiliate, as determined by the Committee in its sole
      discretion.

            


    

     

    
      	
               
      

            	
              13.5.

            	
              Stop Transfer Orders.
      All certificates for Shares delivered under the Plan pursuant to any Award
      shall be subject to such stop-transfer orders and other restrictions as
      the Committee may deem advisable under the rules, regulations and other
      requirements of the Securities and Exchange Commission, any stock exchange
      upon which the Shares are then listed, and any applicable federal or state
      securities law, and the Committee may cause a legend or legends to be put
      on any such certificates to make appropriate reference to such
      restrictions.

            


    

     

    
      	
               
      

            	
              13.6.

            	
              Nature of Payments. All
      Awards made pursuant to the Plan are in consideration of services
      performed or to be performed for the Company or any Affiliate, division or
      business unit of the Company. Any income or gain realized pursuant to
      Awards under the Plan and any Stock Appreciation Rights constitute a
      special incentive payment to the Participant and shall not be taken into
      account, to the extent permissible under applicable law, as compensation
      for purposes of any of the employee benefit plans of the Company or any
      Affiliate except as may be determined by the Committee or by the Board or
      board of directors of the applicable
Affiliate.

            


    

     

    
      	
               
      

            	
              13.7.

            	
              Other Plans. Nothing
      contained in the Plan shall prevent the Board from adopting other or
      additional compensation arrangements, subject to shareholder approval if
      such approval is required; and such arrangements may be either generally
      applicable or applicable only in specific
cases.

            


    

     

    
      	
               
      

            	
              13.8.

            	
              Severability. If any
      provision of the Plan shall be held unlawful or otherwise invalid or
      unenforceable in whole or in part by a court of competent jurisdiction,
      such provision shall (a) be deemed limited to the extent that such
      court of competent jurisdiction deems it lawful, valid and/or enforceable
      and as so limited shall remain in full force and effect, and (b) not
      affect any other provision of the Plan or part thereof, each of which
      shall remain in full force and effect. If the making of any payment or the
      provision of any other benefit required under the Plan shall be held
      unlawful or otherwise invalid or unenforceable by a court of competent
      jurisdiction, such unlawfulness, invalidity or unenforceability shall not
      prevent any other payment or benefit from being made or provided under the
      Plan, and if the making of any payment in full or the provision of any
      other benefit required under the Plan in full would be unlawful or
      otherwise invalid or unenforceable, then such unlawfulness, invalidity or
      unenforceability shall not prevent such payment or benefit from being made
      or provided in part, to the extent that it would not be unlawful, invalid
      or unenforceable, and the maximum payment or benefit that would not be
      unlawful, invalid or unenforceable shall be made or provided under the
      Plan.

            


    

     

    
      	
               
      

            	
              13.9.

            	
              Construction. All
      references in the Plan to “Section or Sections”
      are intended to refer to the Section or Sections, as the case may be, of
      the Plan. As used in the Plan, the words “include” and “including,” and
      variations thereof, shall not be deemed to be terms of limitation, but
      rather shall be deemed to be followed by the words “without
      limitation.”

            


    

     

    
      	
               
      

            	
              13.10.

            	
              Unfunded Status of the Plan.
      The Plan is intended to constitute an “unfunded” plan for incentive
      and deferred compensation. With respect to any payments not yet made to a
      Participant by the Company, nothing contained herein shall give any such
      Participant any rights that are greater than those of a general creditor
      of the Company. In its sole discretion, the Committee may authorize the
      creation of trusts or other arrangements to meet the obligations created
      under the Plan to deliver the Shares or payments in lieu of or with
      respect to Awards hereunder; provided, however, that the existence of such
      trusts or other arrangements is consistent with the unfunded status of the
      Plan.

            


    

     

    
      	
               
      

            	
              13.11.

            	
              Governing Law. The Plan
      and all determinations made and actions taken thereunder, to the extent
      not otherwise governed by the Code or the laws of the United States, shall
      be governed by the laws of the State of Virginia and construed
      accordingly.

            


    

     

    
      	
               
      

            	
              13.12.

            	
              Effective Date of Plan;
      Termination of Plan. The Plan, as amended and restated herein,
      shall be effective on the date of the approval of the Plan by the holders
      of a majority of the shares entitled to vote at a duly constituted meeting
      of the shareholders of the Company. The Plan, as amended and restated
      herein, shall be null and void and of no effect if the foregoing condition
      is not fulfilled. Awards may be granted under the Plan, as amended and
      restated herein, at any time and from time to time on or prior to
      April 20, 2019. Awards outstanding on such date shall remain in
      effect until they have been exercised or terminated, or have
      expired.

            


    

     

    
      	
               
      

            	
              13.13.

            	
              Foreign Employees.
      Awards may be granted to Participants who are foreign nationals or
      employed outside the United States, or both, on such terms and conditions
      different from those applicable to Awards to Employees employed in the
      United States as may, in the judgment of the Committee, be necessary or
      desirable in order to recognize differences in local law or tax policy.
      The Committee also may impose conditions on the exercise or vesting of
      Awards in order to minimize the Company’s obligation with respect to tax
      equalization for Employees on assignments outside their home
      country.

            


    

     

    
      	
               
      

            	
              13.14.

            	
              Captions. The captions
      in the Plan are for convenience of reference only, and are not intended to
      narrow, limit or affect the substance or interpretation of the provisions
      contained herein.