csf2008incentiveplan.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


    


    


    


    


    


    CS
FINANCING CORPORATION

     2008
INCENTIVE PLAN

    


    


    


    


    


    


    


    


    



    
      
        
          


          Approved
by Board of Directors

          of CS
Financing Corporation

          December
3, 2008

        

         


      

      
         


        
          

        

      

      
         


      

    


    CS
FINANCING CORPORATION

    2008
INCENTIVE PLAN

    


    ARTICLE
1

    PURPOSE

    


    1.1.           GENERAL.  The
purpose of the CS Financing Corporation 2008 Incentive Plan (the “Plan”) is to promote
the success, and enhance the value, of the Company by linking the personal
interests of employees, officers, directors and consultants of the Company to
those of Company shareholders and by providing such persons with an incentive
for outstanding performance.  The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of employees, officers, directors and consultants upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation
is largely dependent.  Accordingly, the Plan permits the grant of
incentive awards from time to time to selected employees, officers, directors
and consultants of the Company.

    


    ARTICLE
2

    DEFINITIONS

    


    2.1.           DEFINITIONS.  When
a word or phrase appears in this Plan or in an Award Agreement with the initial
letter capitalized, and the word or phrase does not commence a sentence, the
word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context.  The following words and phrases shall have the following
meanings:

    


    (a) “Award”
means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted
Stock Unit Award, Other Stock-Based Award, or any other right or interest
relating to Common Stock or cash, granted to a Participant under the
Plan.

    


    (b) “Award
Agreement” means a written document, in such form as the Committee
prescribes from time to time, setting forth the terms and conditions of an
Award.  Award Agreements may be in the form of individual award
agreements or certificates or a program document describing the terms and
provisions of Awards or series of Awards under the Plan.

    


    (c) “Board”
means the Board of Directors of the Company.

    


    (d) [“Change in
Control” means and includes the occurrence, after the Effective Date, of
any one of the following events [, but shall specifically
exclude a Public Offering]:

    


    (i)           individuals
who, on the Effective Date, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of
such Board, provided that any person becoming a director after the Effective
Date and whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board shall be an
Incumbent Director; or

    


    (ii)           any
person becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of either (A) [●%] or more of the
then-outstanding Shares of Common Stock or (B) securities of the Company
representing [●%] or more of the combined
voting power of the Company’s then outstanding securities eligible to vote for
the election of directors (the “Company
Voting Securities”); provided, however, that for
purposes of this subsection (ii), the following acquisitions of Common Stock or
Company Voting Securities shall not constitute a Change in Control: (w) an
acquisition directly from the Company, (x) an acquisition by the Company or a
Subsidiary of the Company, (y) an acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any Subsidiary of the
Company, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as
defined in subsection (iii) below); or

    


    (iii)           the
consummation of a reorganization, merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or a
Subsidiary (a “Reorganization”),
or the sale or other disposition of all or substantially all of the Company’s
assets (a “Sale”)
or the acquisition of assets or stock of another corporation or other entity (an
“Acquisition”),
unless immediately following such Reorganization, Sale or
Acquisition:

    


    (A) all
or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Common Stock and outstanding Company
Voting Securities immediately prior to such Reorganization, Sale or Acquisition
beneficially own, directly or indirectly, more than [●%] 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 entity resulting from such Reorganization,
Sale or Acquisition (including, without limitation, an entity which as a result
of such transaction owns the Company or all or substantially all of the
Company’s assets or stock either directly or through one or more subsidiaries,
the “Surviving
Entity”) in substantially the same proportions as their ownership,
immediately prior to such Reorganization, Sale or Acquisition, of the
outstanding Common Stock and the outstanding Company Voting Securities, as the
case may be, and

    


    (B) no
person (other than (x) the Company or any Subsidiary of the Company, (y) the
Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan
(or related trust) sponsored or maintained by any of the foregoing) is the
beneficial owner, directly or indirectly, of [●%] or more of the total common
stock or [●%] or more of the total voting
power of the outstanding voting securities eligible to elect directors of the
Surviving Entity, and

    


    (C) at
least a majority of the members of the board of directors of the Surviving
Entity were Incumbent Directors at the time of the Board’s approval of the
execution of the initial agreement providing for such Reorganization, Sale or
Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the
criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying
Transaction”); or

    


    (iv)           approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.]

    


    (e) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and
includes a reference to the underlying final regulations.

    


    (f) “Committee”
means the committee of the Board described in Article 4.

    


    (g) “Common Stock”
means the $0.01 par value common stock of the Company and such other securities
of the Company as may be substituted for Stock pursuant to Article
12.

    


    (h) “Company”
means CS Financing Corporation, a Delaware corporation, or any successor
corporation.

    


    (i) “Continuous
Status as a Participant” means the absence of any interruption or
termination of service as an employee, officer, director or consultant of the
Company; provided, however, that for purposes of an Incentive Stock Option, or a
Stock Appreciation Right issued in tandem with an Incentive Stock Option, “Continuous Status as a
Participant” means the absence of any interruption or termination of
service as an employee of the Company or any Subsidiary, as applicable, pursuant
to applicable tax regulations.  Continuous Status as a Participant
shall not be considered interrupted in the case of any leave of absence
authorized in writing by the Company prior to its commencement; provided,
however, that for purposes of Incentive Stock Options, no such leave may exceed
90 days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, on the 91st day of such
leave any Incentive Stock Option held by the Participant shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.

    


    (j) “Disability”
shall have the meaning set forth in the Participant’s individual employment
agreement with the Company or if the Participant does not have an employment
agreement with the Company, as set forth in the Award Agreement.

    


    (k) “Effective
Date” has the meaning assigned such term in Section 3.1.

    


    (l) “Eligible
Participant” means an employee, officer, director or consultant of the
Company or any Subsidiary.

    


    (m) “Fair
Market Value”, means (i) when the Shares are not traded on an established
securities market, the fair market value of a Share as determined in good faith
by the Committee in accordance with a reasonable application of a reasonable
valuation method approved by the Committee and in compliance with Section 409A
of the Code and the regulations issued thereunder, and (ii) when the Shares are
traded on an established securities market, the fair market value as determined
pursuant to a method selected by the Committee using actual transactions in
Shares as reported in such securities market.

    


    (n) “Grant
Date” of an Award means the first date on which all necessary corporate
action has been taken to approve the grant of the Award as provided in the
Plan.  Notice of the grant shall be provided to the grantee within a
reasonable time after the Grant Date.

    


    (o) “Incentive
Stock Option” means an Option that is intended to be an incentive stock
option and meets the requirements of Section 422 of the Code or any successor
provision thereto.

    


    (p)  “Nonstatutory
Stock Option” means an Option that is not an Incentive Stock
Option.

    


    (q) “Option”
means a right granted to a Participant under Article 7 of the Plan to purchase
Stock at a specified price during specified time periods.  An Option
may be either an Incentive Stock Option or a Nonstatutory Stock
Option.

    


    (r) “Other
Stock-Based Award” means a right, granted to a Participant under Article
10, that relates to or is valued by reference to Stock or other Awards relating
to Stock.

    


    (s) “Participant”
means a person who, as an employee, officer, director or consultant of the
Company, has been granted an Award under the Plan; provided that in the case of
the death of a Participant, the term “Participant” refers to a beneficiary
designated pursuant to Section 11.5 or the legal guardian or other legal
representative acting in a fiduciary capacity on behalf of the Participant under
applicable state law and court supervision.

    


    (t)  “Person”
means any individual, entity or group, within the meaning of Section 3(a)(9) of
the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934
Act.

    


    (u) “Plan”
means the CS Financing CSF 2008 Incentive Plan, as amended from time to
time.

    


    (v) “Public
Offering” means the sale in an underwritten public offering registered
under the 1933 Act of Shares approved by the Board.

    


    (w) “Restricted
Stock Award” means Common Stock granted to a Participant under Article 9
that is subject to certain restrictions and to risk of forfeiture.

    


    (x) “Restricted
Stock Unit Award” means the right granted to a Participant under Article
9 to receive Shares (or the equivalent value in cash or other property if the
Committee so provides) in the future, which right is subject to certain
restrictions and to risk of forfeiture.

    


    (y) “Shares”
means shares of the Company’s Common Stock.  If there has been an
adjustment or substitution pursuant to Article 12, the term “Shares” shall also
include any shares of stock or other securities that are substituted for Shares
or into which Shares are adjusted pursuant to Article 12.

    


    


    (z) “Stock
Appreciation Right” or “SAR”
means a right granted to a Participant under Article 8 to receive a payment
equal to the difference between the Fair Market Value of a Share as of the date
of exercise of the SAR over the grant price of the SAR, all as determined
pursuant to Article 8.

    


    (aa) “Subsidiary”
means any corporation, limited liability company, partnership or other entity of
which a majority of the outstanding voting stock or voting power is beneficially
owned directly or indirectly by the Company. Notwithstanding the above, with
respect to an Incentive Stock Option, Subsidiary shall have the meaning set
forth in Section 424(f) of the Code.

    


    (bb) “1933
Act” means the Securities Act of 1933, as amended from time to
time.

    


    (cc) “1934
Act” means the Securities Exchange Act of 1934, as amended from time to
time.

    


    


    ARTICLE
3

    EFFECTIVE
TERM OF PLAN

    


    3.1.           EFFECTIVE
DATE.  The Plan shall be effective as of the date it is
approved by both the Board and the shareholders of the Company (the “Effective
Date”).

    


    3.2.           TERMINATION OF
PLAN.  The Plan shall terminate on the tenth anniversary of the
Effective Date unless earlier terminated as provided herein.  The
termination of the Plan on such date shall not affect the validity of any Award
outstanding on the date of termination.

    


    ARTICLE
4

    ADMINISTRATION

    


    4.1.           COMMITTEE.  The
Plan shall be administered by the Compensation Committee of the Board (which
committee shall consist of at least two directors), or such other committee or
committees as may be appointed by the Board from time to time (the “Committee”)
or, at the discretion of the Board from time to time, the Plan may be
administered by the Board.  The Board may reserve to itself any or all
of the authority and responsibility of the Committee under the Plan or may act
as administrator of the Plan for any and all purposes.  To the extent
the Board has reserved any authority and responsibility or during any time that
the Board is acting as administrator of the Plan, it shall have all the powers
of the Committee hereunder, and any reference herein to the Committee (other
than in this Section 4.1) shall include the Board.  To the extent any
action of the Board under the Plan conflicts with actions taken by the
Committee, the actions of the Board shall control.  To the extent
allowed by applicable state law, the Board by resolution may authorize an
officer or officers to grant Awards within parameters prescribed by the Board to
other officers and employees of the Company.

    


    4.2.           ACTION AND INTERPRETATIONS
BY THE COMMITTEE.  For purposes of administering the Plan, the
Committee may from time to time adopt rules, regulations, guidelines and
procedures for carrying out the provisions and purposes of the Plan and make
such other determinations, not inconsistent with the Plan, as the Committee may
deem appropriate.  The Committee’s interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.  Each member of the Committee is entitled
to, in good faith, rely or act upon any report or other information furnished to
that member by any officer or other employee of the Company, the Company’s
independent certified public accountants, Company counsel or any executive
compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.

    


    


    4.3.           AUTHORITY OF
COMMITTEE.  Except as provided below, the Committee has the
exclusive power, authority and discretion to:

    


    
      	
              (a)  

            	
              Grant
      Awards;

            


    

    


    
      	
              (b)  

            	
              Designate
      Participants;

            


    

    


    (c)           Determine
the type or types of Awards to be granted to each Participant;

    


    (d)           Determine
the number of Awards to be granted and the number of Shares or dollar amount to
which an Award will relate;

    


    (e)           Determine
the terms and conditions of any Award granted under the Plan, including but not
limited to, the exercise price, grant price, or purchase price, any restrictions
or limitations on the Award, any schedule for lapse of forfeiture restrictions
or restrictions on the exercisability of an Award, and accelerations or waivers
thereof, based in each case on such considerations as the Committee in its sole
discretion determines;

    


    (f)           Determine
whether, to what extent, and under what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in, cash, Common Stock, other
Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;

    


    (g)           Prescribe
the form of each Award Agreement, which need not be uniform for each
Participant;

    


    (h)           Decide
all other matters that must be determined in connection with an
Award;

    


    (i)           Establish,
adopt or revise any rules, regulations, guidelines or procedures as it may deem
necessary or advisable to administer the Plan;

    


    (j)           Make
all other decisions and determinations that may be required under the Plan or as
the Committee deems necessary or advisable to administer the Plan;
and

    


    (k)           Amend
the Plan or any Award Agreement as provided herein.

    


    


    4.4.           AWARD
AGREEMENTS.  Each Award shall be evidenced by an Award
Agreement.  Each Award Agreement shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee.

    


    


    


    


    ARTICLE
5

    SHARES
SUBJECT TO THE PLAN

    


    5.1.           PLAN
LIMITS.  Subject to adjustment as provided in Article 12
herein, the maximum number of Shares that may be delivered pursuant to Awards
under the Plan shall be 4,500,000 Shares, provided that:

    


    
      	
              (a)  

            	
              Shares
      that are potentially deliverable under an Award granted under the Plan
      that is canceled, forfeited, settled in cash, expires or is otherwise
      terminated without delivery of such Shares shall not be counted as having
      been delivered under the Plan.

            


    

    
      	
              (b)  

            	
              Shares
      that have been issued in connection with an Award of Restricted Stock that
      is canceled or forfeited prior to vesting or settled in cash, causing the
      Shares to be returned to the Company, shall not be counted as having been
      delivered under the Plan.

            


    

    


    5.2.           STOCK
DISTRIBUTED.  Any Common Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Common Stock,
treasury Common Stock or Common Stock purchased on the open market.

    


    


    ARTICLE
6

    ELIGIBILITY

    


    6.1.           GENERAL.  Awards
may be granted only to Eligible Participants, except that Incentive Stock
Options may be granted only to Eligible Participants who are employees of the
Company or a Subsidiary as defined in Section 424(e) and (f) of the
Code.

    


    ARTICLE
7

    STOCK
OPTIONS

    


    7.1.           GENERAL.  The
Committee is authorized to grant Options to Participants on the following terms
and conditions:

    


    (a)           EXERCISE
PRICE.  The exercise price per Share under an Option shall not
be less than the Fair Market Value as of the Grant Date.

    


    (b)           TIME AND CONDITIONS OF
EXERCISE.  The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, subject to Section
7.1(d).  The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an Option may
be exercised or vested.

    


    (c)           PAYMENT.  The
Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation, cash, Shares,
or other property (including “cashless exercise” arrangements), and the methods
by which Shares shall be delivered or deemed to be delivered to
Participants.

    


    (d)           EXERCISE
TERM.  In no event may any Option be exercisable for more than
ten years from the Grant Date.

    


    7.2.           INCENTIVE STOCK
OPTIONS.  The terms of any Incentive Stock Options granted
under the Plan must comply with the following additional rules:

    


    (a)           EXERCISE
PRICE.  The exercise price of an Incentive Stock Option shall
not be less than the Fair Market Value as of the Grant Date.

    


    (b)           LAPSE OF
OPTION.  Subject to any earlier termination provision contained
in the Award Agreement, an Incentive Stock Option shall lapse upon the earliest
of the following circumstances; provided, however, that the Committee may, prior
to the lapse of the Incentive Stock Option under the circumstances described in
subsections (3), (4) or (5) below, provide in writing that the Option will
extend until a later date, but if an Option is so extended and is exercised
after the dates specified in subsections (3) and (4) below, it will
automatically become a Nonstatutory Stock Option:

    


    (1)           The
expiration date set forth in the Award Agreement.

    


    (2)           The
tenth anniversary of the Grant Date.

    


    (3)           Three
months after termination of the Participant’s Continuous Status as a Participant
for any reason other than the Participant’s Disability or death.

    


    (4)           One
year after the Participant’s Continuous Status as a Participant by reason of the
Participant’s Disability.

    


    (5)           One
year after the Participant’s death if the Participant dies while employed, or
during the three-month period described in paragraph (3) or during the one-year
period described in paragraph (4) and before the Option otherwise
lapses.

    


    


    (c)           INDIVIDUAL DOLLAR
LIMITATION.  The aggregate Fair Market Value (determined as of
the Grant Date) of all Shares with respect to which Incentive Stock Options are
first exercisable by a Participant in any calendar year may not exceed
$100,000.00.

    


    (d)           TEN PERCENT
OWNERS.  No Incentive Stock Option shall be granted to any
individual who, at the Grant Date, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company or any
Subsidiary unless the exercise price per share of such Option is at least one
hundred and ten percent (110%) of the Fair Market Value per Share at the Grant
Date and the Option expires no later than five (5) years after the Grant
Date.

    


     (e)           RIGHT TO
EXERCISE.  During a Participant’s lifetime, an Incentive Stock
Option may be exercised only by the Participant or, in the case of the
Participant’s Disability, by the Participant’s guardian or legal
representative.

    


    (f)           ELIGIBLE
GRANTEES.  The Committee may not grant an Incentive Stock
Option to a person who is not at the Grant Date an employee of the Company or a
Parent or Subsidiary.

    


    


    ARTICLE
8

    STOCK
APPRECIATION RIGHTS

    


    8.1.           GRANT OF STOCK APPRECIATION
RIGHTS.  The Committee is authorized to grant Stock
Appreciation Rights to Participants on the following terms and
conditions:

    


    (a)           RIGHT TO
PAYMENT.  Upon the exercise of a Stock Appreciation Right, the
Participant to whom it is granted has the right to receive the excess, if any,
of:

    


    (1)             The
Fair Market Value of one Share on the date of exercise; over

    


    (2)             The
base price of the Stock Appreciation Right as determined by the Committee, which
shall not be less than the Fair Market Value of one Share on the Grant
Date.

    


    (b)           OTHER
TERMS.  All awards of Stock Appreciation Rights shall be
evidenced by an Award Agreement.  The terms, methods of exercise,
methods of settlement, form of consideration payable in settlement, and any
other terms and conditions of any Stock Appreciation Right shall be determined
by the Committee at the time of the grant of the Award and shall be reflected in
the Award Agreement.

    


    ARTICLE
9

    RESTRICTED
STOCK AND RESTRICTED STOCK UNIT AWARDS

    


    9.1.           GRANT OF RESTRICTED STOCK
AND RESTRICTED STOCK UNITS.  The Committee is authorized to
make Awards of Restricted Stock or Restricted Stock Units to Participants in
such amounts and subject to such terms and conditions as may be selected by the
Committee.  An Award of Restricted Stock or Restricted Stock Units
shall be evidenced by an Award Agreement setting forth the terms, conditions,
and restrictions applicable to the Award.

    


    9.2.           ISSUANCE AND
RESTRICTIONS.  Restricted Stock or Restricted Stock Units shall
be subject to such restrictions on transferability and other restrictions as the
Committee may impose.  These restrictions may lapse separately or in
combination at such times, under such circumstances, in such installments, upon
the satisfaction of performance goals or otherwise, as the Committee determines
at the time of the grant of the Award or thereafter.  Except as
otherwise provided in an Award Agreement or any special Plan document governing
an Award, the Participant shall have all of the rights of a shareholder with
respect to the Restricted Stock, and the Participant shall have none of the
rights of a stockholder with respect to Restricted Stock Units until such time
as Shares are paid in settlement of the Restricted Stock Units.

    


    9.3.           FORFEITURE.  Except
as otherwise determined by the Committee at the time of the grant of the Award
or thereafter, upon termination of Continuous Status as a Participant during the
applicable restriction period or upon failure to satisfy a performance goal
during the applicable restriction period, Restricted Stock or Restricted Stock
Units that are at that time subject to restrictions shall be forfeited;
provided, however, that the Committee may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock or Restricted
Stock Units will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee may in other cases waive in
whole or in part restrictions or forfeiture conditions relating to Restricted
Stock or Restricted Stock Units.

    


    9.4.           DELIVERY OF RESTRICTED
STOCK.  Shares of Restricted Stock shall be delivered to the
Participant at the time of grant either by book-entry registration or by
delivering to the Participant, or a custodian or escrow agent (including,
without limitation, the Company or one or more of its employees) designated by
the Committee, a stock certificate or certificates registered in the name of the
Participant.  If physical certificates representing Shares of
Restricted Stock are registered in the name of the Participant, such
certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock.


    
      
        
          


          Approved
by Board of Directors

          of CS
Financing Corporation

          December
3, 2008

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
10

    STOCK
OR OTHER STOCK-BASED AWARDS

    


    10.1.                      GRANT OF STOCK OR OTHER
STOCK-BASED AWARDS.  The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that are payable in, valued in whole or in part by reference to, or otherwise
based on or related to Shares, as deemed by the Committee to be consistent with
the purposes of the Plan, including without limitation Shares awarded purely as
a “bonus” and not subject to any restrictions or conditions, convertible or
exchangeable debt securities, other rights convertible or exchangeable into
Shares, and Awards valued by reference to book value of Shares or the value of
securities of or the performance of specified Subsidiaries.  The
Committee shall determine the terms and conditions of such Awards.

    


    


    ARTICLE
11

    PROVISIONS
APPLICABLE TO AWARDS

    


    11.1.                      STAND-ALONE AND TANDEM
AWARDS.  Awards granted under the Plan may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with, any
other Award granted under the Plan.  Subject to Section 11.2, Awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other
Awards.

    


    


    11.2.                      TERM OF
AWARD.  The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Option or a Stock Appreciation Right exceed a period of ten years from its Grant
Date (or, if Section 7.2(d) applies, five years from its Grant
Date).

    


    11.3.                      FORM OF PAYMENT FOR
AWARDS.  Subject to the terms of the Plan and any applicable
law or Award Agreement, payments or transfers to be made by the Company on the
grant or exercise of an Award may be made in such form as the Committee
determines at or after the Grant Date, including without limitation, cash,
Common Stock, other Awards, or other property, or any combination, and may be
made in a single payment or transfer, in installments, in each case determined
in accordance with rules adopted by, and at the discretion of, the
Committee.

    


    11.4.                      LIMITS ON
TRANSFER.  No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company, or shall be subject to any
lien, obligation, or liability of such Participant to any other party other than
the Company.  No unexercised or restricted Award shall be assignable
or transferable by a Participant other than by will or the laws of descent and
distribution or, except in the case of an Incentive Stock Option, pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if
such Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an Incentive Stock Option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable
Awards.

    


    11.5.                      BENEFICIARIES.  Notwithstanding
Section 11.4, a Participant may, in the manner determined by the Committee,
designate a beneficiary to exercise the rights of the Participant and to receive
any distribution with respect to any Award upon the Participant’s
death.  A beneficiary, legal guardian, legal representative, or other
person claiming any rights under the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to the
extent the Plan and Award Agreement otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee.  If no
beneficiary has been designated or survives the Participant, payment shall be
made to the Participant’s estate.  Subject to the foregoing, a
beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is filed with the Committee.

    


    11.6.                      STOCK
CERTIFICATES.  All Common Stock issuable under the Plan is
subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Common Stock is listed, quoted, or
traded.  The Committee may place legends on any Common Stock
certificate or issue instructions to the transfer agent to reference
restrictions applicable to the Common Stock.

    


    11.7           TERMINATION OF
EMPLOYMENT.  Each Participant’s Award Agreement shall set forth
the treatment of the Awards following termination of the Participant’s
employment or, if the Participant is a director or consultant, service with the
Company.  Such provisions shall be determined in the sole discretion
of the Committee, need not be uniform among all Awards and may reflect
distinctions based on the reasons for termination or employment or
service.

    


    11.8.                      FORFEITURE
EVENTS.  The Committee may specify in an Award Agreement that
the Participant’s rights, payments and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events shall include, but
shall not be limited to, termination of employment for cause, violation of
material Company policies, breach of noncompetition, confidentiality or other
restrictive covenants that may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of the
Company.

    


    11.9.                      SUBSTITUTE
AWARDS.  The Committee may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees of another
entity who become employees of the Company as a result of a merger or
consolidation of the former employing entity with the Company or the acquisition
by the Company of property or stock of the former employing
corporation.  The Committee may direct that the substitute awards be
granted on such terms and conditions as the Committee considers appropriate in
the circumstances.

    


    11.10                      CHANGE IN CONTROL OF THE
COMPANY.  Each Participant’s Award Agreement shall set forth
the treatment of the Awards in the event of a Change in Control of the
Company.  Such provisions shall be determined in the sole discretion
of the Committee and need not be uniform among all Awards.

    


    11.11                      BUYBACK
PROVISIONS.  The Committee may provide in a Participant’s Award
Agreement that while Shares are not traded on an established securities market
that the Company may have certain buy-back rights with respect to the Shares
issued to the Participant pursuant to Awards under the Plan.

    


    ARTICLE
12

    CHANGES
IN CAPITAL STRUCTURE

    


    12.1.                      GENERAL.  In
the event of a corporate event or transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or exchange of Shares), the authorization limit under
Article 5 shall be adjusted proportionately, and the Committee may adjust the
Plan and Awards to preserve the benefits or potential benefits of the
Awards.  Action by the Committee may include: (i) adjustment of the
number and kind of shares which may be delivered under the Plan; (ii) adjustment
of the number and kind of shares subject to outstanding Awards; (iii) adjustment
of the exercise price of outstanding Awards or the measure to be used to
determine the amount of the benefit payable on an Award; and (iv) any other
adjustments that the Committee determines to be equitable.  In
addition, upon the occurrence or in anticipation of such an event, the Committee
may, in its sole discretion, provide (i) that Awards will be settled in cash
rather than Common Stock, (ii) that Awards will become immediately vested and
exercisable and will expire after a designated period of time to the extent not
then exercised, (iii) that Awards will be assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection
with such transaction, (iv) that outstanding Awards may be settled by payment in
cash or cash equivalents equal to the excess of the Fair Market Value of the
underlying Common Stock, as of a specified date associated with the transaction,
over the exercise price of the Award, or (v) any combination of the
foregoing.  The Committee’s determination need not be uniform and may
be different for different Participants whether or not such Participants are
similarly situated.  Without limiting the foregoing, in the event of a
subdivision of the outstanding Common Stock (stock-split), a declaration of a
dividend payable in Shares, or a combination or consolidation of the outstanding
Common Stock into a lesser number of Shares, the authorization limits under
Article 5 shall automatically be adjusted proportionately, and the Shares then
subject to each Award shall automatically be adjusted proportionately without
any change in the aggregate purchase price therefor.  To the extent
that any adjustments made pursuant to this Article 12 cause Incentive Stock
Options to cease to qualify as Incentive Stock Options, such Options shall be
deemed to be Nonstatutory Stock Options.  Notwithstanding the
foregoing, as may be determined by the Administrator, any such adjustment shall
not (i) cause an Award which is exempt from Section 409A of the Code to become
subject to Section 409A of the Code or (ii) cause an Award subject to Section
409A of the Code not to comply with the requirements of Section 409A of the
Code.

    


    ARTICLE
13

    AMENDMENT,
MODIFICATION AND TERMINATION

    


    13.1.                      AMENDMENT, MODIFICATION AND
TERMINATION.  The Board or the Committee may, at any time and
from time to time, amend, modify or terminate the Plan without shareholder
approval; provided, however, the Board or Committee may condition any other
amendment or modification on the approval of shareholders of the Company for any
reason, including by reason of such approval being necessary or deemed advisable
to satisfy any other tax, securities or other applicable laws, policies or
regulations.

    


    13.2.                      AWARDS PREVIOUSLY
GRANTED.  At any time and from time to time, the Committee may
amend, modify or terminate any outstanding Award without approval of the
Participant; provided, however:

    


    (a)           Subject
to the terms of the applicable Award Agreement, such amendment, modification or
termination shall not, without the Participant’s consent, reduce or diminish the
value of such Award determined as if the Award had been exercised, vested,
cashed in or otherwise settled on the date of such amendment or termination
(with the per-share value of an Option or Stock Appreciation Right for this
purpose being calculated as the excess, if any, of the Fair Market Value as of
the date of such amendment or termination over the exercise or base price of
such Award); and

    


    (b)           No
termination, amendment, or modification of the Plan shall adversely affect any
Award previously granted under the Plan, without the written consent of the
Participant affected thereby.  An outstanding Award shall not be
deemed to be “adversely affected” by a Plan amendment if such amendment would
not reduce or diminish the value of such Award determined as if the Award had
been exercised, vested, cashed in or otherwise settled on the date of such
amendment (with the per-share value of an Option or Stock Appreciation Right for
this purpose being calculated as the excess, if any, of the Fair Market Value as
of the date of such amendment over the exercise or base price of such
Award).

    



    
      
        
          


          Approved
by Board of Directors

          of CS
Financing Corporation

          December
3, 2008

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
14

    GENERAL
PROVISIONS

    


    14.1.                      NO RIGHTS TO AWARDS;
NON-UNIFORM DETERMINATIONS.  No Participant or any Eligible
Participant shall have any claim to be granted any Award under the
Plan.  Neither the Company nor the Committee is obligated to treat
Participants or Eligible Participants uniformly, and determinations made under
the Plan may be made by the Committee selectively among Eligible Participants
who receive, or are eligible to receive, Awards (whether or not such Eligible
Participants are similarly situated).

    


    14.2.                      NO SHAREHOLDER
RIGHTS.  No Award gives a Participant any of the rights of a
shareholder of the Company unless and until Shares are in fact issued to such
person in connection with such Award.

    


    14.3.                      WITHHOLDING.  The
Company shall have the authority and the right to deduct or withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant’s FICA obligation) required by
law to be withheld with respect to any exercise, lapse of restriction or other
taxable event arising as a result of the Plan.  With respect to
withholding required upon any taxable event under the Plan, the Committee may,
at the time the Award is granted or thereafter, require or permit that any such
withholding requirement be satisfied, in whole or in part, by withholding from
the Award Shares having a Fair Market Value on the date of withholding equal to
the minimum amount (and not any greater amount) required to be withheld for tax
purposes, all in accordance with such procedures as the Committee
establishes.

    


    14.4.                      NO RIGHT TO CONTINUED
SERVICE.  Nothing in the Plan, any Award Agreement or any other
document or statement made with respect to the Plan, shall interfere with or
limit in any way the right of the Company to terminate any Participant’s
employment or status as an officer, director or consultant at any time, nor
confer upon any Participant any right to continue as an employee, officer,
director or consultant of the Company, whether for the duration of a
Participant’s Award or otherwise.

    


    14.5.                      UNFUNDED STATUS OF
AWARDS.  The Plan is intended to be an “unfunded” plan for
incentive compensation.  With respect to any payments not yet made to
a Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company.  This Plan is not intended to be
subject to ERISA.

    


    14.6.                      EXPENSES.  The
expenses of administering the Plan shall be borne by the Company.

    


    14.7.                      TITLES AND
HEADINGS.  The titles and headings of the Sections in the Plan
are for convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall
control.

    


    14.8.                      GENDER AND
NUMBER.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

    


    14.9.                      FRACTIONAL
SHARES.  No fractional Shares shall be issued and the Committee
shall determine, in its discretion, whether cash shall be given in lieu of
fractional Shares or whether such fractional Shares shall be eliminated by
rounding up or down.

    


    14.10.                      GOVERNMENT AND OTHER
REGULATIONS.

    


    (a)           Notwithstanding
any other provision of the Plan, no Participant who acquires Shares pursuant to
the Plan may, during any period of time that such Participant is an affiliate of
the Company (within the meaning of the rules and regulations of the Securities
and Exchange Commission under the 1933 Act), sell such Shares, unless such offer
and sale is made (i) pursuant to an effective registration statement under the
1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant
to an appropriate exemption from the registration requirement of the 1933 Act,
such as that set forth in Rule 144 promulgated under the 1933 Act.

    


    (b)           Notwithstanding
any other provision of the Plan, if at any time the Committee shall determine
that the registration, listing or qualification of the Shares covered by an
Award upon any exchange or under any foreign, federal, state or local law or
practice, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Award or the purchase or receipt of Shares thereunder, no Shares may be
purchased, delivered or received pursuant to such Award unless and until such
registration, listing, qualification, consent or approval shall have been
effected or obtained free of any condition not acceptable to the
Committee.  Any Participant receiving or purchasing Shares pursuant to
an Award shall make such representations and agreements and furnish such
information as the Committee may request to assure compliance with the foregoing
or any other applicable legal requirements.  The Company shall not be
required to issue or deliver any certificate or certificates for Shares under
the Plan prior to the Committee’s determination that all related requirements
have been fulfilled.  The Company shall in no event be obligated to
register any securities pursuant to the 1933 Act or applicable state or foreign
law or to take any other action in order to cause the issuance and delivery of
such certificates to comply with any such law, regulation or
requirement.

    


    14.11.                      GOVERNING
LAW.  To the extent not governed by federal law, the Plan and
all Award Agreements shall be construed in accordance with and governed by the
laws of the State of Delaware.

    


    14.12.                      ADDITIONAL
PROVISIONS.  Each Award Agreement may contain such other terms
and conditions as the Committee may determine; provided that such other terms
and conditions are not inconsistent with the provisions of the
Plan.

    


    14.13.                      NO LIMITATIONS ON RIGHTS OF
COMPANY.  The grant of any Award shall not in any way affect
the right or power of the Company to make adjustments, reclassification or
changes in its capital or business structure or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or
assets.  The Plan shall not restrict the authority of the Company, for
proper corporate purposes, to draft or assume awards, other than under the Plan,
to or with respect to any person.

    


    


    


    


    The foregoing is hereby acknowledged as
being the CS Financing Corporation 2008 Incentive Plan as adopted by the Board
on November 13, 2008.

    


    CS FINANCING CORPORATION

    


    By:  ___/s/ Timothy
Redpath_____________

    Timothy Redpath,

    Secretary


    
      
        
          


          Approved
by Board of Directors

          of CS
Financing Corporation

          December
3, 2008