exv10w12






Exhibit 10.12




AMENDED AND RESTATED

EQUITY INCENTIVE PLAN

 OF 

UCI HOLDCO, INC.




     The Stock Option Plan of UCI Acquisition Holdings, Inc. was originally adopted by the Board of
Directors of UCI Acquisition Holdings, Inc., a Delaware corporation (“UCI Acquisition”), on June
20, 2003. On May 25, 2006, UCI Acquisition became a wholly-owned subsidiary of UCI Holdco, Inc., a
Delaware corporation (the “Company”) and the plan was amended and restated by the Amended and
Restated Stock Option Plan of UCI Holdco, Inc. In furtherance of the purposes of the plan, this
Amended and Restated Equity Incentive Plan of UCI Holdco, Inc. (the “Plan”) is hereby adopted by
the Board of Directors of the Company as of the date hereof. The Plan constitutes a complete
amendment, restatement and continuation of the Amended and Restated Stock Option Plan of UCI
Holdco, Inc.




The purposes of this Plan are as follows:




(1) To further the growth, development and financial success of the Company and its
Subsidiaries (as defined herein), by providing additional incentives to employees,
consultants and directors of the Company and its Subsidiaries who have been or will be given
responsibility for the management or administration of the Company’s (or one of its
Subsidiaries’) business affairs, by assisting them to become owners of Common Stock, thereby
benefiting directly from the growth, development and financial success of the Company and
its Subsidiaries.




(2) To enable the Company (and its Subsidiaries) to obtain and retain the services of the
type of professional, technical and managerial employees, consultants and directors
considered essential to the long-range success of the Company (and its Subsidiaries) by
providing and offering them an opportunity to become owners of Common Stock under Awards,
including, in the case of employees, Options that are intended to qualify as “incentive
stock options” under Section 422 of the Code (as defined herein).



ARTICLE I.

DEFINITIONS




     Whenever the following terms are used in this Plan, they shall have the meaning specified
below unless the context clearly indicates to the contrary. The singular pronoun shall include the
plural where the context so indicates.



     Section 1.1 Affiliate



     “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, such Person where “control” shall have
the meaning given such term under Rule 405 of the Securities Act. For the purpose of this Plan,
Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership shall include all Person
directly or indirectly controlled by TC Group, LLC, a Delaware limited liability.



 









 





     Section 1.2 Award



     “Award” shall mean shall mean an Option or a Restricted Stock award granted to a Participant
pursuant to the Plan.



     Section 1.3 Award Agreement



     “Award Agreement” a Stock Option Agreement, Restricted Stock Agreement or any other written
agreement, contract, or other instrument or document evidencing an Award, including through
electronic medium.



     Section  1.4 Board



     “Board” shall mean the Board of Directors of the Company.



     Section 1.5 CEO



     “CEO” shall mean Chief Executive Officer of the Company.



     Section 1.6 Code



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



      Section 1.7 Committee



     “Committee” shall mean the Committee appointed as provided in Section 7.1.



     Section 1.8 Common Stock



     “Common Stock” shall mean the common stock, par value $0.01 per share, of the Company or any
of its Subsidiaries.



     Section 1.9 Company



     “Company” shall mean UCI Holdco, Inc. In addition, “Company” shall mean any corporation
assuming, or issuing new employee stock options in substitution for, Incentive Stock Options
outstanding under the Plan in a transaction to which Section 424(a) of the Code applies.



     Section  1.10 Consultant



     “Consultant” shall mean any Person who has entered into a consulting agreement with the
Company or any of its Subsidiaries.



     Section  1.11 Corporate Event



     “Corporate Event” shall mean, as determined by the Committee (or by the Board, in the case of
Options granted to Independent Directors) in its sole discretion, any transaction or event
described in Section 8.1(a) or any unusual or nonrecurring transaction or event affecting the
Company, any Subsidiary of the Company, or the financial statements of the Company or any
Subsidiary, or changes in applicable laws, regulations, or accounting principles.



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     Section 1.12 Director



     “Director” shall mean a member of the Board.



     Section  1.13 Eligible Representative



     “Eligible Representative” for a Participant shall mean such Participant’s personal
representative or such other person as is empowered under the deceased Participant’s will or the
then applicable laws of descent and distribution to represent the Participant hereunder.



     Section  1.14 Employee



     “Employee” shall mean any employee (as defined in accordance with the regulations and revenue
rulings then applicable under Section 3401(c) of the Code) of the Company or one of its
Subsidiaries, whether such employee is so employed at the time this Plan is adopted or becomes so
employed subsequent to the adoption of this Plan.



     Section 1.15 Exchange Act



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



     Section  1.16  Incentive Stock Option



     “Incentive Stock Option” shall mean an Option which qualifies under Section 422 of the Code
and is designated as an Incentive Stock Option by the Committee.



     Section  1.17 Independent Director



     “Independent Director” shall mean a member of the Board who is not an Employee of the Company
or any of its Subsidiaries.



     Section  1.18 Liquidity Event



     “Liquidity Event” shall mean the consummation of the sale, transfer, conveyance or other
disposition in one or a series of related transactions, of the equity securities of the Company or
its successor held by the Principal Stockholder(s) such that immediately following such transaction
(or transactions), (i) the value (at original cost) of all equity securities held by all of the
Principal Stockholder(s) is in the aggregate less than 20% of the equity securities (at original
cost) held by the Principal Stockholder(s) as of June 20, 2003 or (ii) any person or group of
Persons (other than the Principal Stockholders and their Affiliates) beneficially owing more than
50% of the then outstanding shares of Common Stock.



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     Section  1.19 Non-Qualified Stock Option



     “Non-Qualified Stock Option” shall mean an Option which is not an “incentive stock option”
under Section 422 of the Code and shall include an Option which is designated as a Non-Qualified
Stock Option by the Committee.



     Section  1.20 Officer



     “Officer” shall mean an officer of the Company or any of its Subsidiaries, as defined in Rule
16a-l(f) under the Exchange Act, as such Rule may be amended in the future.



     Section  1.21 Option



     “Option” shall mean an option granted under the Plan to purchase Common Stock. “Options”
includes both Incentive Stock Options and Non-Qualified Stock Options.



     Section  1.22 Optionee



     “Optionee” shall mean a Service Provider to whom an Option is granted under the Plan.



     Section  1.23 Participant



     “Participant” shall mean any Service Provider who has been granted an Award pursuant to the
Plan.



     Section  1.24 Person



     “Person” shall mean an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature.



     Section 1.25 Plan 



     “Plan” shall mean this Amended and Restated Equity Incentive Plan of UCI Holdco, Inc.



     Section  1.26 Principal Stockholder(s)



     “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P. or any of its Affiliates to
which (a) Carlyle Partners III, L.P. or any other Person transfers Common Stock, or (b) the Company
issues Common Stock.



     Section  1.27 Restricted Stock



     “Restricted Stock” shall mean shares of Common Stock granted to a Service Provider which are
subject to restrictions on transfer or forfeiture, as provided under Article VI.



     Section 1.28 Restricted Stock Agreement



     “Restricted Stock Agreement” shall mean shall mean any written agreement, contract, or other
instrument or document evidencing a Restricted Stock award granted to a Participant pursuant to the
Plan, including through electronic medium.



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     Section 1.29 Secretary



     “Secretary” shall mean the Secretary of the Company.



     Section  1.30 Securities Act



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



     Section  1.31 Service Provider



     “Service Provider” shall mean an Employee, Consultant or Director.



     Section  1.32 Stock Option Agreement



     “Stock Option Agreement” shall mean any written agreement, contract, or other instrument or
document evidencing an Option granted to a Participant pursuant to the Plan, including through
electronic medium.



     Section  1.33 Stockholders Agreement



     “Stockholders Agreement” shall mean that certain agreement by and between each Participant,
the Principal Stockholders, the Company and any other parties thereto which contains certain
restrictions and limitations applicable to the shares of Common Stock acquired upon Option exercise
or grant of Restricted Stock (and to other shares of Common Stock, if any, held by the Optionee
during the term of such agreement). The Board, in its discretion, shall determine the terms of the
Stockholders Agreement and may amend the terms thereof from time to time. If the Participant is
not a party to a Stockholders Agreement at the time of exercise of an Option (or any portion
thereof) or grant of Restricted Stock, the exercise of the Option or grant of Restricted Stock
shall be subject to the condition that the Participant enter into the Stockholders Agreement with
the Company.



     Section  1.34 Subsidiary



     “Subsidiary” of any entity shall mean any corporation in an unbroken chain of corporations
beginning with such entity if each of the corporations other than the last corporation in the
unbroken chain then owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.



     Section  1.35 Termination of Consultancy



     “Termination of Consultancy” shall mean the time when the engagement of a Participant as a
Consultant is terminated for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death or retirement, but excluding a
termination where there is a simultaneous commencement by the former Consultant of a relationship
with the Company or a Subsidiary as a Service Provider. The Committee shall determine the effect
of all matters and questions relating to Termination of Consultancy, including, but not by way of
limitation, the question of whether a Termination of Consultancy
resulted from a discharge for good cause, and all questions of whether a particular leave of
absence constitutes a Termination of Consultancy.



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     Section  1.36 Termination of Directorship



     “Termination of Directorship” shall mean the time when a Participant who is an Independent
Director ceases to be a Director for any reason, including but not by way of limitation, a
termination by resignation, failure to be elected or appointed, death or retirement. The Board, in
its sole discretion, shall determine the effect of all matters and questions relating to
Termination of Directorship.



     Section  1.37 Termination of Employment



     “Termination of Employment” shall mean the time when the employee-employer relationship
between a Participant and the Company (or one of its Subsidiaries) is terminated for any reason,
with or without cause, including, but not by way of limitation, a termination by resignation,
discharge, death or retirement, but excluding a termination where there is a simultaneous
reemployment by the Company (or one of its Subsidiaries). The Committee shall determine the effect
of all matters and questions relating to Termination of Employment, including, but not by way of
limitation, the question of whether a Termination of Employment resulted from a discharge for good
cause, and all questions of whether a particular leave of absence constitutes a Termination of
Employment; provided, however, that, with respect to Incentive Stock Options, a leave of absence
shall constitute a Termination of Employment if, and to the extent that, such leave of absence
interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable
regulations and revenue rulings under Section 442(a)(2) of the Code.



ARTICLE II.

SHARES SUBJECT TO PLAN




     Section 2.1 Shares Subject to Plan




	 	(a)	 	The shares of stock which shall be issued under this Plan shall be shares of
Common Stock. Subject to Section 8.1, the aggregate number of such shares which may be
issued under this Plan is 450,000.
	 
	 	(b)	 	To the extent that an Award terminates, is forfeited, is repurchased, expires,
or lapses for any reason, any shares of Common Stock subject to the Award shall again
be available for the grant of an Award pursuant to the Plan; provided, however, vested
            shares of Common Stock that are repurchased or forfeited after being issued from the
Plan shall not be available for future issuance under the Plan.




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ARTICLE III.

GRANTING OF OPTIONS AND SALE OF STOCK




     Section  3.1 Eligibility



     Any Service Provider shall be eligible to be granted Options, except as provided in Section
3.2.



     Section  3.2 Qualification of Incentive Stock Options



     No Incentive Stock Option shall be granted to any person who is not an Employee.



     Section  3.3 Granting of Options to Employees or Consultants




	 	(a)	 	The Committee shall from time to time:






(i) Select from among the Employees or Consultants (including those to whom
Options have been previously granted under the Plan) such of them as in its
opinion should be granted Options;




(ii) Determine the number of shares to be subject to such Options granted to
such Employees or Consultants, and determine whether such Options are to be
Incentive Stock Options or Non-Qualified Stock Options; and




(iii) Determine the terms and conditions of such Options, consistent with
the Plan.




(b) Upon the selection of an Employee or Consultant to be granted an Option pursuant
to Section 3.3(a), the Committee shall instruct the Secretary or another authorized
Officer of the Company to issue such Option and may impose such conditions on the
grant of such Option as it deems appropriate. Without limiting the generality of
the preceding sentence, the Committee may require as a condition to the grant of an
Option to an Employee or Consultant that the Employee or Consultant surrender for
cancellation some or all of the unexercised Options which have been previously
granted to him or her. An Option, the grant of which is conditioned upon such
surrender, may have an Option price lower (or higher) than the Option price of the
surrendered Option, may cover the same (or a lesser or greater) number of shares as
the surrendered Option, may contain such other terms as the Committee deems
appropriate and shall be exercisable in accordance with its terms, without regard to
the number of shares, price, period of exercisability or any other term or condition
of the surrendered Option.



     Section  3.4 Granting of Option to Independent Directors




	 	(a)	 	The Board shall from time to time:






(i) Select from among the Independent Directors (including those to whom
Options have previously been granted under the Plan) such of them as in its
opinion should be granted Options;




(ii) Determine the number of shares to be subject to such Options granted to
such selected Independent Directors; and



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(iii) Determine the terms and conditions of such Options, consistent with
the Plan; provided, however, that all Options granted to Independent
Directors shall be Non-Qualified Stock Options.




(b) Upon the selection of an Independent Director to be granted an Option pursuant
to Section 3.4(a), the Board shall instruct the Secretary or another authorized
Officer of the Company to issue such Option and may impose such conditions on the
grant of such Option as it deems appropriate. Without limiting the generality of
the preceding sentence, the Board may require as a condition to the grant of an
Option to an Independent Director that the Independent Director surrender for
cancellation some or all of the unexercised Options which have been previously
granted to him or her. An Option the grant of which is conditioned upon such
surrender may have an Option price lower (or higher) than the Option price of the
surrendered Option, may cover the same (or a lesser or greater) number of shares as
the surrendered Option, may contain such other terms as the Board deems appropriate
and shall be exercisable in accordance with its terms, without regard to the number
of shares, price, period of exercisability or any other term or condition of the
surrendered Option.



ARTICLE IV.

TERMS OF OPTIONS




     Section 4.1 Stock Option Agreement



     Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by
the Optionee and an authorized Officer of the Company and which shall contain such terms and
conditions as the Committee (or the Board, in the case of Options granted to Independent Directors)
shall determine, consistent with the Plan. Stock Option Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to qualify such Options as
“incentive stock options” under Section 422 of the Code.



     Section  4.2 Exercisability of Options




(a) Each Option shall become exercisable according to the terms of the applicable
Stock Option Agreement; provided, however, that by a resolution adopted after an
Option is granted the Committee (or the Board, in the case of Options granted to
Independent Directors) may, on such terms and conditions as it may determine to be
appropriate, accelerate the time at which such Option or any portion thereof may be
exercised.




(b) Except as otherwise provided in the applicable Stock Option Agreement, no
portion of an Option which is unexercisable at Termination of Employment,
Termination of Directorship or Termination of Consultancy, as applicable, shall
thereafter become exercisable.



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(c) To the extent that the aggregate fair market value of stock with respect to
which “incentive stock options” (within the meaning of Section 422 of the Code,
but without regard to Section 422(d) of the Code) are exercisable for the first time
by an Optionee during any calendar year (under the Plan and all other incentive
stock option plans of the Company or any Subsidiary thereof) exceeds $100,000, such
options shall be treated and taxable as Non-Qualified Stock Options. The rule set
forth in the preceding sentence shall be applied by taking options into account in
the order in which they were granted, and the stock issued upon exercise of options
shall designate whether such stock was acquired upon exercise of an Incentive Stock
Option. For purposes of these rules, the fair market value of stock shall be
determined as of the date of grant of the Option granted with respect to such stock.



     Section  4.3 Option Price




(a) The price of the shares subject to each Option shall be set by the Committee (or
the Board, in the case of Options granted to Independent Directors); provided,
however, that in the case of an Incentive Stock Option, the price per share shall be
not less than 100% of the fair market value of such shares on the date such Option
is granted; and that in the case of an individual then owning (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company, the price per share shall not be less than 110% of
the fair market value of such shares on the date such Incentive Stock Option is
granted.




(b) For purposes of the Plan, the fair market value of a share of Common Stock as of
a given date shall be:




(i) if the Common Stock is listed on one or more National Securities
Exchanges (within the meaning of the Exchange Act), each share of Common
Stock shall be valued at the average closing price of a share of such class
of Common Stock on the principal exchange on which such shares are then
trading, on the twenty trading days immediately preceding such date;




(ii) if the Common Stock is not traded on a National Securities Exchange but
is quoted on NASDAQ or a successor quotation system and the Common Stock is
listed as a National Market Issue under the NASD National Market System,
each share of Common Stock shall be valued at the average of the last sales
price on each of the twenty trading days immediately preceding such date as
reported by NASDAQ or such successor quotation system; or




(iii) if the class of Common Stock is not publicly traded on a National
Securities Exchange and is not quoted on NASDAQ or a successor quotation
system, the fair market value of the Common Stock shall be determined in
good faith by the Committee.



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     Section  4.4 Expiration of Options



     No Option may be exercised to any extent by anyone after the first to occur of the following
events:




(a) The expiration of ten years from the date the Option was granted; or




(b) With respect to an Incentive Stock Option in the case of an Optionee owning
(within the meaning of Section 424(d) of the Code), at the time the Incentive Stock
Option was granted, more than 10% of the total combined voting power of all classes
of stock of the Company or any subsidiary corporation, the expiration of five years
from the date the Incentive Stock Option was granted.



ARTICLE V.

EXERCISE OF OPTIONS




     Section  5.1 Person Eligible to Exercise



     During the lifetime of the Optionee, only he or she may exercise an Option (or any portion
thereof granted to him or her; provided, however, that the Optionee’s Eligible Representative may
exercise his or her Option during the period of the Optionee’s disability (as defined in Section
22(e)(3) of the Code) notwithstanding that an Option so exercised may not qualify as an Incentive
Stock Option. After the death of the Optionee, any exercisable portion of an Option may, prior to
the time when such portion becomes unexercisable under the Plan or the applicable Stock Option
Agreement, be exercised by his or her Eligible Representative.



     Section  5.2 Partial Exercise



     At any time and from time to time prior to the time when the Option becomes unexercisable
under the Plan or the applicable Stock Option Agreement, the exercisable portion of an Option may
be exercised in whole or in part; provided, however, that the Company shall not be required to
issue fractional shares and the Committee (or the Board, in the case of Options granted to
Independent Directors) may, by the terms of the Option, require any partial exercise to exceed a
specified minimum number of shares.



     Section  5.3 Manner of Exercise



     An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery
to the Secretary of all of the following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:




(a) Notice in writing signed by the Optionee or his or her Eligible Representative,
stating that such Option or portion is exercised, and specifically stating the
number of shares with respect to which the Option is being exercised;




(b) A copy of the Stockholders Agreement signed by the Optionee or Eligible
Representative, as applicable;




(c) Full payment (in cash or by personal, certified, or bank cashier check) for the shares with respect
to which such Option or portion is thereby exercised; or



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(i) With the consent of the Committee (or the Board, in the case of Options
to Independent Directors), (A) shares of Common Stock owned by the Optionee
duly endorsed for transfer to the Company; or (B) except with respect to
Incentive Stock Options, shares of the Common Stock issuable to the Optionee
upon exercise of the Option, with a fair market value (as determined under
Section 4.3(b)) on the date of Option exercise equal to the aggregate Option
price of the shares with respect to which such Option or portion is thereby
exercised; or




(ii) With the consent of the Committee (or the Board, in the case of Options
granted to Independent Directors), any combination of the consideration
listed in this subsection (c);




(d) The payment to the Company (in cash or by personal, certified or bank cashier or
by any other means of payment approved by the Committee) of all amounts necessary to
satisfy any and all federal, state and local tax withholding requirements arising in
connection with the exercise of the Option;




(e) Such representations and documents as the Committee (or the Board, in the case
of Options granted to Independent Directors) deems necessary or advisable to effect
compliance with all applicable provisions of the Securities Act and any other
federal or state securities laws or regulations. The Committee (or the Board, in
the case of Options granted to Independent Directors) may, in its sole discretion,
also take whatever additional actions it deems appropriate to effect such compliance
including, without limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars; and




(f) In the event that the Option or portion thereof shall be exercised pursuant to
Section 5.1 by any person or persons other than the Optionee, appropriate proof of
the right of such person or persons to exercise the Option or portion thereof.



     Section  5.4 Conditions to Issuance of Stock Certificates



     The shares of stock issuable and deliverable upon the exercise of an Option, or any portion
thereof, may be either previously authorized but unissued shares or issued shares which have then
been reacquired by the Company. A certificate of shares will be delivered to the Optionee at the
Company’s principal place of business within thirty days of receipt by the Company of the written
notice and payment, unless an earlier date is agreed upon. Notwithstanding the above, the Company
shall not be required to issue or deliver any certificate or certificates for shares of stock
purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the
following conditions:




(a) The admission of such shares to listing on any and all stock exchanges on which
such class of stock is then listed;



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(b) The completion of any registration or other qualification of such shares under
any state or federal law or under the rulings or regulations of the Securities
and Exchange Commission or any other governmental regulatory body, which the
Committee (or the Board, in the case of Options granted to Independent Directors)
shall, in its sole discretion, deem necessary or advisable;




(c) The obtaining of any approval or other clearance from any state or federal
governmental agency which the Committee (or the Board, in the case of Options
granted to Independent Directors) shall, in its sole discretion, determine to be
necessary or advisable; and




(d) The payment to the Company of all amounts which it is required to withhold under
federal, state or local law in connection with the exercise of the Option.



     Section  5.5 Rights as Stockholders



     The holder of an Option shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any shares purchasable upon the exercise of any part of an
Option unless and until such holder has signed a Stockholders Agreement and certificates
representing such shares have been issued by the Company to such holder.



     Section  5.6 Transfer Restrictions



     Shares acquired upon exercise of an Option shall be subject to the terms and conditions of a
Stockholders Agreement. In addition, the Committee (or the Board, in the case of Options granted
to Independent Directors), in its sole discretion, may impose further restrictions on the
transferability of the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Stock Option Agreement and may be
referred to on the certificates evidencing such shares. The Committee may require the Employee to
give the Company prompt notice of any disposition of shares of stock, acquired by exercise of an
Incentive Stock Option, within two years from the date of granting such Option or one year after
the transfer of such shares to such Employee. The Committee may direct that the certificates
evidencing shares acquired by exercise of an Incentive Stock Option refer to such requirement.



ARTICLE VI.

SALE OF STOCK AND RESTRICTED STOCK AWARDS




     Section  6.1 Sale of Common Stock to Employees, Consultants or Independent Directors



     The Committee, acting in its sole discretion, may from time to time designate one or more
Employees, Consultants or Independent Directors to whom an offer to sell shares of Common Stock
shall be made and the terms and conditions thereof, provided, however, that the price per share of
Common Stock to be sold pursuant to this Section 6.1 shall not be less than the fair market value
(as determined in accordance with Section 4.3(b) hereof) thereof on the date any such offer is
accepted. Each share of Common Stock sold to an Employee, Consultant or Independent Director under
this Section 6.1 shall be evidenced by a written stock subscription form approved by an authorized
Officer of the Company which shall be consistent with the terms
hereof. Any Common Stock sold under this Section 6.1 shall be subject to the same
limitations, restrictions and administration hereunder as would apply to any Common Stock issued
pursuant to the exercise of an Option under this Plan including but not limited to conditions and
restrictions set forth in Sections 5.4 and 5.6 hereunder.



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     Section  6.2 Grant of Restricted Stock



     The Committee is authorized to make Awards of Restricted Stock to any Service Provider
selected by the Committee in such amounts and subject to such terms and conditions as determined by
the Committee. All Awards of Restricted Stock shall be evidenced by an Award Agreement.



     Section  6.3 Issuance and Restrictions



     Restricted Stock shall be subject to such restrictions on transferability and other
restrictions as the Committee may impose (including, without limitation, limitations on the right
to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These
restrictions may lapse separately or in combination at such times, pursuant to such circumstances,
in such installments, or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.



     Section  6.4 Forfeiture



     Except as otherwise determined by the Committee at the time of the grant of the Award or
thereafter, upon Termination of Employment, Termination of Directorship or Termination of
Consultancy, as applicable, during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited; provided, however, that, the Committee may
(a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of terminations
resulting from specified causes and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock.



     Section  6.5 Certificates for Restricted Stock



     Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee
shall determine. If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its
discretion, retain physical possession of the certificate until such time as all applicable
restrictions lapse.




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ARTICLE VII.

ADMINISTRATION




     Section 7.1 Committee



     The Committee shall be the Compensation Committee of the Board. Any action required or
permitted to be taken by the Committee hereunder or under any Award Agreement may be taken by the
Board.



     Section 7.2 Delegation by Committee



     Except as otherwise determined by the Committee, all rights, powers and duties of the
Committee under the Plan (except those granted pursuant to Sections 3.3, 4.3, 5.3(c), 5.3(e), 5.6
and Article VIII) shall be exercised by the CEO, subject to the approval of the Committee.



     Section 7.3 Duties and Powers of CEO and the Committee



     It shall be the duty of the CEO, subject to the approval of the Committee, to conduct the
general administration of the Plan in accordance with its provisions. The Committee shall have the
power to interpret the Plan and the Awards and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret, amend or
revoke any such rules. Notwithstanding the foregoing, the full Board, acting by a majority of its
members in office, shall conduct the general administration of the Plan with respect to Awards
granted to Independent Directors. Any such interpretations and rules in regard to Incentive Stock
Options shall be consistent with the terms and conditions applicable to “incentive stock options”
within the meaning of Section 422 of the Code. All determinations and decisions made by the CEO
and approved by the Committee under any provision of the Plan or of any Award granted thereunder
shall be final, conclusive and binding on all persons.



     Section 7.4 Compensation, Professional Assistance, Good Faith Actions



     The members of the Committee shall receive such compensation for their services hereunder as
may be determined by the Board. All expenses and liabilities incurred by the members of the
Committee or the Board in connection with the administration of the Plan shall be borne by the
Company. The Committee or the Board may employ attorneys, consultants, accountants, appraisers,
brokers or other persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the CEO, the Committee and the Board, in good
faith shall be final and binding upon all Participants, the Company and all other interested
persons. No member of the Board or the CEO shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or the Awards, and all
members of the Board shall be fully protected by the Company in respect to any such action,
determination or interpretation.



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ARTICLE VIII.

OTHER PROVISIONS




     Section 8.1 Changes in Common Stock; Disposition of Assets and Corporate Events.




(a) Subject to Section 8.1(d), in the event that the Committee (or the Board, in the
case of Options granted to Independent Directors) determines that any dividend or
other distribution (whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the capital stock or assets of the
Company (including, but not limited to, a Liquidity Event), exchange of Common Stock
or other securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, the acquisition or disposition of
any material assets or business or other similar corporate transaction or event, in
the Committee’s sole discretion (or in the case of Awards granted to Independent
Directors, the Board’s sole discretion), affects the Common Stock such that an
adjustment is determined by the Committee (or the Board, in the case of Options
granted to Independent Directors) to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an Award, then the Committee (or the Board, in the
case of Awards granted to Independent Directors) shall, in such manner as it may
deem equitable, adjust any or all of:




(i) The number and kind of shares of Common Stock (or other securities or
property) with respect to which Awards may be granted under the Plan
(including, but not limited to, adjustments of the limitations in Section
2.1 on the maximum number and kind of shares which may be issued);




(ii) The number and kind of shares of Common Stock (or other securities or
property) subject to outstanding Awards;




(iii) The grant or exercise price per share for any outstanding Awards under
the Plan; and




(iv) The financial or other “targets” specified in each Award Agreement.




(b) Subject
to Section 8.1(d) and the terms of outstanding Awards, upon the
occurrence of a Corporate Event, the Committee (or the Board, in the case of options
granted to Independent Directors), in its sole discretion, is hereby authorized to
take any one or more of the following actions whenever the Committee (or the Board,
in the case of Awards granted to Independent Directors) determines that such action
is appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available
under the Plan or with respect to any Award under this Plan, to facilitate such
Corporate Event or to give effect to such changes in laws, regulations or
principles:



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(i) In its sole discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Awards granted to
Independent Directors) may provide, either by the terms of the applicable
Award Agreement or by action taken prior to the occurrence of such Corporate
Event and either automatically or upon the Participant’s request, for either
the purchase of any such Award for an amount of cash, securities, or other
property equal to the amount that could have been attained upon the exercise
of the vested portion of such Award (and such additional portion of the
Award as the Board or Committee may determine) immediately prior to the
occurrence of such transaction or event, or the replacement of such vested
(and other) portion of such Award with other rights or property selected by
the Committee (or the Board, in the case of Awards granted to Independent
Directors) in its sole discretion;




(ii) In its sole discretion, the Committee (or the Board, in the case of
Awards granted to Independent Directors) may provide, either by the terms of
the applicable Award Agreement or by action taken prior to the occurrence of
such Corporate Event, that the Award (or any portion thereof) will terminate
upon the occurrence of such event and cannot vest, be exercised or become
payable after such event;




(iii) In its sole discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Awards granted to
Independent Directors) may provide, either by the terms of the applicable
Award Agreement or by action taken prior to the occurrence of such Corporate
Event, that for a specified period of time prior to such Corporate Event,
such Award shall be exercisable as to all shares covered thereby or a
specified portion of such shares, notwithstanding anything to the contrary
in (A) Section 4.2; or (B) the provisions of the applicable Award Agreement;




(iv) In its sole discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Award granted to
Independent Directors) may provide, either by the terms of the applicable
Award Agreement or by action taken prior to the occurrence of such Corporate
Event, that upon such event, such Award (or any portion thereof) be assumed
by the successor or survivor corporation, or a parent or subsidiary thereof,
or shall be substituted for by similar options, rights or awards covering
the stock of the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind
of shares and prices; and



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(v) In its sole discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Awards granted to
Independent Directors) may make adjustments in the number and type of shares
of Common Stock (or other securities or property) subject to outstanding
Awards (or any portion thereof) and/or in the terms and conditions of
(including the exercise price), and the criteria included in, outstanding
Awards and Awards which may be granted in the future.




(c) Subject to Section 8.1(d), the Committee (or the Board, in the case of Awards
granted to Independent Directors) may, in its sole discretion, include such further
provisions and limitations in any Award Agreement as it may deem equitable and in
the best interests of the Company and its Subsidiaries.




(d) With respect to Incentive Stock Options, no adjustment or action described in
this Section 8.1 or in any other provision of the Plan shall be authorized to the
extent that such adjustment or action would cause the Plan to violate Section
422(b)(1) of the Code or any successor provisions thereto, unless the Committee
determines that the Plan and/or the Options are not to comply with Section 422(b)(1)
of the Code. The number of shares of Common Stock subject to any Option shall always
be rounded up to the next higher whole number.



     Section 8.2 Awards Not Transferable



     No Award or interest or right therein or part thereof shall be liable for the debts, contracts
or engagements of the Participant or his or her successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of law, by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect; provided, however,
that nothing in this Section 8.2 shall prevent transfers by will or by the applicable laws of
descent and distribution.



     Section 8.3 Amendment, Suspension or Termination of 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 or the Committee. However, without stockholder approval
within 12 months before or after such action no action of the Board or the Committee may, except as
provided in Section 8.1, increase any limit imposed in Section 2.1 on the maximum number of shares
which may be issued pursuant to this Plan, reduce the minimum Option price requirements of Section
4.3(a), or extend the limit imposed in this Section 8.3 on the period during which options may be
granted. Except as provided by Section 8.1, neither the amendment, suspension nor termination of
the Plan shall, without the consent of the holder of the Award, alter or impair any rights or
obligations under any Award theretofore granted. No Award may be granted during any period of
suspension nor after termination of the Plan, and in no event may any Award be granted under this
Plan after the expiration of ten years from the date the Plan is adopted by the Board.



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     Section 8.4 Effect of Plan Upon Other Award and Compensation Plans



     The adoption of this Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in this Plan shall be construed to limit the right of
the Company or any Subsidiary (a) to establish any other forms of incentives or compensation for
directors, consultants or employees of the Company (or any Subsidiary); or (b) to grant or assume
options or restricted stock otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of options in connection
with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock
or assets of any corporation, firm or association.



     Section 8.5 Titles



     Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan.



     Section 8.6 Conformity to Securities Laws



     The Plan is intended to conform to the extent necessary with all provisions of the Securities
Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder to the extent the Company or any Participant is subject to the
provisions thereof. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and Awards shall be granted and may be exercised, only in such a manner as to conform
to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and
Awards granted hereunder shall be deemed amended to the extent necessary to conform to such laws,
rules and regulations.



     Section 8.7 Governing Law



     To the extent not preempted by federal law, the Plan shall be construed in accordance with and
governed by the laws of the state of Delaware.



     Section 8.8 Severability



     In the event any portion of the Plan or any action taken pursuant thereto shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provisions had not been included, and the illegal or invalid action shall be null and void.




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