**Exhibit 10.20**

**CHAPARRAL ENERGY, INC.**

**2010 EQUITY INCENTIVE PLAN**

**SECTION 1. Purpose of the Plan.**

The Chaparral Energy, Inc. 2010 Equity Incentive Plan (the “***Plan***”) is intended to promote the interests ofChaparral Energy, Inc., a Delaware corporation (the “***Company***”) and its successors, by encouraging officers, employees, directors and consultants of the Company and its Affiliates to acquire or increase their equity interestin the Company and to provide a means whereby they may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to thebusiness of the Company thereby advancing the interests of the Company and its stockholders. The Plan is also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essentialfor the growth and profitability of the Company. 

**SECTION 2. Definitions.**

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

“***Affiliate***” shall mean (i) any entity in which the Company, directly or indirectly, owns 50% or more of thecombined voting power, as determined by the Committee, (ii) any “***parent corporation***” of the Company (as defined in Section 424(e) of the Code) and (iii) any “***subsidiary corporation***” ofany such parent (as defined in Section 424(f) of the Code) thereof. 

“***Award***” shall mean anyOption, Restricted Stock, Performance Award, Phantom Shares, Bonus Shares, Other Stock-Based Award or Cash Award. 

“***Award Agreement***” shall mean any written or electronic agreement, contract, or other instrument or documentevidencing any Award, which may, but need not, be executed or acknowledged by a Participant. 

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

“***Bonus Shares***” shall mean an award of Sharesgranted pursuant to Section 6(d) of the Plan. 

“***Cash Award***” shall mean an award payable in cashgranted pursuant to Section 6(f) of the Plan. 

“***CCMP***” shall mean the Purchasers (as such term isdefined in that certain Stock Purchase Agreement by and among the Company and CCMP Capital Investors II (AV-2), L.P., a Delaware limited partnership, CCMP Energy I LTD., a Cayman limited company, and CCMP Capital Investors (Cayman) II, L.P., aCayman limited partnership, dated as of March 23, 2010). 

“***Code***” shall mean the Internal Revenue Code of 1986, as amended fromtime to time, and the rules and regulations thereunder. 

“***Committee***” shall mean the CompensationCommittee of the Board or, if none, the Board. 

“***Common Stock***” shall mean the Class A commonstock of the Company, $0.01 par value. 

“***Company***” shall mean Chaparral Energy, Inc., a Delawarecorporation. 

“***Consultant***” shall mean any consultant or adviser, other than a Director or an Employee,if: (i) the consultant or adviser renders *bona fide* services to the Company or an Affiliate; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raisingtransaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person. 

“***Covered Person***” shall mean a “covered employee” as defined in Section 162(m)(3) of the Code andthe regulations or guidance issued by the Internal Revenue Service thereunder, including Notice 2007-49. 

“***Director***” shall mean a member of the Board. 

“***Employee***” shall mean any employee of the Company or an Affiliate. 

“***Equity Restructuring***” shall mean a non-reciprocal transaction between the Company and its stockholders, such asa stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or othersecurities) and causes a change in the per share value of the Common Stock underlying outstanding Awards granted under the Plan. 

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

“***Fair Market Value***” shall mean, as of any date, the value of a Share determined as follows: 

(i) If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be theclosing sales price for a share of such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for such date, or if no bids or sales were reported for such date, then the closing sales price (or the closing bid,if no sales were reported) on the trading date immediately prior to such date during which a bid or sale occurred, in each case, as reported in *The Wall Street Journal* or such other source as the Committee deems reliable; 

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Valueshall be the mean between the high bid and low asked prices for a share of the Common Stock on such date, or if no closing bid and asked prices were reported for such date, the date immediately prior to such date during which closing bid and askedprices were quoted for such Common Stock, in each case, as reported in *The Wall Street Journal* or such other source as the Committee deems reliable; or 

 

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(iii) In the absence of an established market for the Common Stock, the Fair Market Valuethereof shall be determined in good faith by the Committee. 

“***Option***” shall mean an option grantedunder Section 6(a) of the Plan. Options granted under the Plan may constitute either (i) an “***incentive stock option***” which means an Option intended to qualify as an incentive stock option within the meaning ofSection 422 of the Code and which is designated as an incentive stock option by the Committee, or (ii) a ***“nonqualified stock option”*** which means an Option (or portion thereof) that is not designated as an incentivestock option by the Committee, or which is designated as an incentive stock option by the Committee but fails to qualify as an incentive stock option within the meaning of Section 422 of the Code. 

“***Other Stock-Based Award***” shall mean an award granted pursuant to Section 6(g) of the Plan that is nototherwise specifically provided for, the value of which is based in whole or in part upon the value of a Share. 

“***Participant***” shall mean any Director, Employee or Consultant granted an Award under the Plan. 

“***Performance Award***” shall mean any right granted under Section 6(c) of the Plan. 

“***Performance Objectives***” means the objectives, if any, established annually by the Committee that are to beachieved with respect to an Award granted under this Plan, which may be described (i) in terms of Company-wide objectives, (ii) in terms of objectives that are related to performance of a region, division, district, subsidiary, departmentor function within the Company or a subsidiary in which the Participant receiving the Award is employed or (iii) in individual or other terms, and which will relate to the period of time determined by the Committee. The Performance Objectivesintended to qualify under Section 162(m) of the Code shall be with respect to one or more of the following: (i) net earnings; (ii) operating income; (iii) earnings before interest and taxes (“***EBIT***”);(iv) earnings before interest, taxes, depreciation, and amortization expenses (“***EBITDA***”); (v) earnings before taxes and unusual or nonrecurring items; (vi) net income before interest, income and franchisetaxes, depreciation and amortization expenses, and any unusual or non-recurring non-cash expenses or income (“***Company EBITDA***”); (vii) revenue; (viii) return on investment; (ix) return on equity; (x) returnon total capital; (xi) return on assets; (xii) total stockholder return; (xiii) return on capital employed in the business; (xiv) stock price performance; (xv) earnings per share growth; (xvi) cash flows;(xvii) proved oil and gas reserves; (xviii) oil and gas production; and (xix) expenses. Which objectives to use with respect to an Award, the weighting of the objectives if more than one is used, and whether the objective is to bemeasured against a Company-established budget or target, an index or a peer group of companies, shall be determined by the Committee in its discretion at the time of grant of the Award. A Performance Objective need not be based on an increase or apositive result under a particular business criterion and may include, for example, maintaining the status quo or limiting economic losses. 

 

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“***Person***” shall mean individual, corporation, partnership,association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity. 

“***Phantom Shares***” shall mean an Award of the right to receive Shares issued at the end of a Restricted Periodwhich is granted pursuant to Section 6(e) of the Plan. 

“***Plan***” shall mean the plan described inSection 1 of the Plan and set forth in this document, as amended from time to time. 

“***RestrictedPeriod***” shall mean the period established by the Committee with respect to an Award during which the Award either remains subject to forfeiture or is not exercisable by the Participant. 

“***Restricted Stock***” shall mean any Share, prior to the lapse of restrictions thereon, granted under Sections 6(b)of the Plan. 

“***Rule 16b-3***” shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or anysuccessor rule or regulation thereto as in effect from time to time. 

“***SEC***” shall mean the Securitiesand Exchange Commission, or any successor thereto. 

“***Securities Act***” shall mean the Securities Act of1933, as amended. 

“***Share***” shall mean a share of Common Stock, as adjusted in accordance withSection 8 of the Plan. 

“***Stockholders’ Agreement***” shall mean that certain Stockholders’Agreement dated as of April 12, 2010, by and among the Company, CCMP, Fischer Investments, L.L.C., an Oklahoma limited liability company, Altoma Energy, an Oklahoma general partnership, and CHK Holdings, L.L.C., an Oklahoma limited liabilitycompany. 

**SECTION 3. Administration.**

Subject to Section 11 of the Plan: 

(a) General. The Plan shall be administered by the Committee. A majority of the members of the Committee shall constitute aquorum, and the acts of a majority of the members of the Committee who are present at any meeting thereof at which a quorum is present, or the acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee.The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. 

 

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(b) Committee Authority. Subject to the terms of the Plan and applicable law, and inaddition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to aParticipant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award (suchterms and conditions include, but are not limited to, the exercise price, the time or times when Awards may vest or be exercised (which may be based on Performance Objectives), the duration of any Restricted Period, any vesting acceleration orwaiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Common Stock relating thereto, based in each case on such factors as the Committee, in its sole discretion, shall determine); (v) determine whether,to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled,exercised, canceled, forfeited, or suspended; (vi) interpret and administer the Plan or any Award Agreement; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for theproper administration of the Plan; (viii) determine the Fair Market Value; (ix) prescribe the form of each Award Agreement, which need not be identical for each Participant; and (x) make any other determination and take any otheraction that the Committee deems necessary or desirable for the administration of the Plan. No member of the Committee shall vote or act upon any matter relating solely to himself and grants of Awards to members of the Committee must be ratified bythe Board. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made atany time and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any stockholder and any Employee. 

(c) Delegation. The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its dutiesunder the Plan pursuant to such conditions or limitations as the Committee may establish, except the Committee may not delegate to any person the authority to grant Awards to, or take other action with respect to, Participants who are subject toSection 16 of the Exchange Act. 

(d) Indemnification. No member of the Board or Committee or officer of theCompany to whom the Committee has delegated authority shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder and the members of the Board and Committee and its designees shall beentitled to indemnification and reimbursement by the Company and its Affiliates in respect of any claim, loss, damage or expense (including legal fees) arising therefrom to the full extent permitted by law. 

**SECTION 4. Shares Available for Awards.**

(a) Shares Available. Subject to adjustment as provided in Section 8, the aggregate number of Shares with respect to whichAwards may be granted under the Plan shall be up to 86,301 Shares. If any Award is exercised, paid, forfeited, terminated or canceled without the delivery of Shares to the Participant, then the Shares covered by such Award, to the extent of suchpayment, exercise, forfeiture, termination or cancellation, shall again be Shares with respect to which Awards may be granted. Shares which are delivered by the Participant or withheld by the Company upon the exercise of an Award under the Plan, inpayment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of this Section 4. Shares of Restricted Stock which are repurchased by the Company at theiroriginal purchase price shall become available for future grant under the Plan. Notwithstanding the provisions of this Section 4, no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to failto qualify as an incentive stock option under Section 422 of the Code. Awards will not reduce the number of Shares that may be issued pursuant to the Plan if the settlement of the Award will not require the issuance of Shares, as, for example,an Other Stock-Based Award that can be satisfied only by the payment of cash. 

 

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(b) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to anAward may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares and shall be fully paid and nonassessable. 

**SECTION 5. Eligibility.**

Any Employee, Director or Consultant shall be eligible to be designated a Participant and receive an Award under the Plan. 

**SECTION 6. Awards.**

(a) Options. Subject to the provisions of the Plan, the Committee shall have the authority to determine the Participants to whomOptions shall be granted, the number of Shares to be covered by each Option, the exercise price therefor and the conditions and limitations applicable to the exercise of the Option, including the following terms and conditions and such additionalterms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan, which shall be set forth in an applicable Award Agreement. 

(i) Exercise Price & Grant Date. Except as provided in Section 8, the exercise price per Share forthe Shares to be issued upon exercise of an Option shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing, an Option may be granted with a per Share exercise priceother than as described in the preceding sentence if such Option is granted as an assumption of or in substitution for another option in connection with a merger or other corporate transaction. The grant date shall not be earlier than the date onwhich the Committee approves such grant. 

(ii) Time and Method of Exercise. The Committee shalldetermine the time or times at which an Option may be exercised in whole or in part (which may include the achievement of one or more Performance Objectives), and the method or methods by which, and the form or forms, in which payment of theexercise price with respect thereto may be made or deemed to have been made (which may include, without limitation, (A) cash, (B) check acceptable to the Company, (C) with the consent of the Committee, surrendered Shares then issuableupon exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or exercised portion thereof which are held for the period required to avoid a charge to the Company’s reportedfinancial earnings and owned free and clear of any liens, claims, encumbrances or security interests, outstanding Awards, a “***cashless***” or “***cashless-broker***” exercise (through procedures approved by theCommittee and the Company), (D) with the consent of the Committee, other securities or other property, notes approved by the Committee, or (E) with the consent of the Committee, any combination thereof, having a Fair Market Value on theexercise date equal to the relevant exercise price); *provided, however*, in order to exercise an Option, the Person or Persons entitled to exercise the Option shall deliver to the Company payment in full for the Shares being purchased and,unless other arrangements have been made with, or procedures have been established and approved by, the Committee for a cashless or cashless-broker exercise less any required withholding taxes. 

 

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(iii) Incentive Stock Options. The aggregate number of Shares withrespect to incentive stock options that may be granted under the Plan shall be up to 86,301 Shares. The terms of any Option granted under the Plan intended to be an incentive stock option shall comply in all respects with the provisions ofSection 422 of the Code, or any successor provision, and any regulations promulgated thereunder. Incentive stock options may be granted only to employees of the Company and its “parent corporation” or “subsidiarycorporation”, within the meaning of Section 424(e) or 424(f) of the Code, respectively. To the extent the aggregate Fair Market Value of the Shares (determined as of the date of grant) exercisable for the first time during any calendaryear (under all plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such Shares in excess of $100,000 shall be classified as nonqualified stock options. No Option that is an incentive stock option shall be exercisableafter the expiration of 10 years from its date of grant. Notwithstanding anything herein to the contrary, in no event shall any person owning stock possessing more than 10% of the total combined voting power of the Company and its Affiliates begranted an incentive stock option hereunder unless (1) the Option exercise price shall be at least 110% of the Fair Market Value of the Shares subject to such Option at the time the Option is granted and (2) the term during which suchOption is exercisable does not exceed five years from its date of grant. 

(b) Restricted Stock. Subject to theprovisions of the Plan, the Committee shall have the authority to determine the Participants to whom Restricted Stock shall be granted, the number of Shares of Restricted Stock to be granted to each Participant, the duration of the Restricted Periodduring which, and the conditions, including Performance Objectives, if any, under which if not achieved, the Restricted Stock may be forfeited to the Company, and the other terms and conditions of such Awards, which shall be set forth in anapplicable Award Agreement. 

(i) Dividends. Dividends paid on Restricted Stock may be paid directly tothe Participant, may be subject to risk of forfeiture and/or transfer restrictions during any period established by the Committee or sequestered and held in a bookkeeping cash account (with or without interest) or reinvested in additional shares ofCommon Stock, which account or shares may be subject to the same restrictions as the underlying Award or such other restrictions, all as determined by the Committee in its discretion. 

(ii) Registration. Any Restricted Stock may be evidenced in such manner as the Committee shall deem appropriate,including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Stock granted under the Plan, such certificate shall be registered inthe name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. 

 

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(iii) Forfeiture and Restrictions Lapse. Except as otherwisedetermined by the Committee or the terms of the Award Agreement, upon termination of a Participant’s employment (as determined under criteria established by the Committee) for any reason during the applicable Restricted Period, all RestrictedStock shall be forfeited by the Participant and reacquired by the Company. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be issued to the holder of Restricted Stock promptly after the applicablerestrictions have lapsed or otherwise been satisfied, subject to the terms of the Award Agreement. 

(iv)Transfer Restrictions. During the Restricted Period, Restricted Stock will be subject to the limitations on transfer as provided in Section 6(h)(i). 

(v) Repurchase Right. Unless the Committee determines otherwise, the Award Agreement shall grant the Company theright to repurchase Shares acquired upon the lapse of the restrictions applicable to the Restricted Stock upon the Participant’s termination of service as an Employee, Director or Consultant for any reason. Subject to Section 9(m), thepurchase price for Shares repurchased by the Company pursuant to such repurchase right and the rate at which such repurchase right shall lapse shall be determined by the Committee in its sole discretion, and shall be set forth in the AwardAgreement. 

(c) Performance Awards. The Committee shall have the authority to determine the Participants who shallreceive a Performance Award, which shall be denominated as a cash amount (e.g., $100 per award unit) at the time of grant and confer on the Participant the right to receive payment of such Award, in whole or in part, upon the achievement of suchPerformance Objectives during such performance periods as the Committee shall establish with respect to the Award. 

(i) Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shalldetermine the Performance Objectives to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount of any payment or transfer to be made pursuant to any Performance Award. Inthe case of any Performance Award granted to a Covered Person in any calendar year, Performance Objectives shall be designed to be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations issuedthereunder (including Treasury Regulation Section 1.162-27 and any successor regulation thereto), including the requirement that the level or levels of performance targeted by the Committee are such that the achievement of PerformanceObjectives is “substantially uncertain” at the time of grant. In addition, achievement of Performance Objectives in respect of Performance Awards shall be measured over a performance period of not less than six (6) months and not morethan one year, as specified by the Committee. Performance Objectives in the case of any Performance Award granted to a Covered Person shall be established not later than ninety (90) days after the beginning of any performance period applicableto such Performance Award, or at such other date as may be required or permitted for “***performance-based compensation***” under Section 162(m) of the Code. Subject to Section 8, the Committee shall not exercisediscretion to increase any amount payable in respect of a Performance Award which is intended to comply with Section 162(m) of the Code. 

 

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(ii) Payment of Performance Awards. PerformanceAwards, to the extent earned, shall be paid (in cash and/or in Shares, in the sole discretion of the Committee) in a lump sum following the close of the performance period. Except as may otherwise be required under Section 409A of the Code,payment described in the immediately preceding sentence shall be made no later than the date that is 2 1/2 months after the end of the year in which the Performance Award is earned and vested under the Plan, and such payment shall not be subject to any election by the Participant to defer thepayment to a later period. To the extent that settlement is to be made in Shares, the amount payable under a Performance Award shall be divided by the Fair Market Value per Share of Common Stock on the determination date and a stock certificateevidencing the resulting shares of Common Stock (to the nearest full share) shall be delivered to the Participant, or his personal representative, and the value of any fractional shares will be paid in cash. 

(d) Bonus Shares. The Committee shall have the authority, in its discretion, to grant Bonus Shares to Participants upon such termsand conditions as set forth in an applicable Award Agreement. Each Bonus Share shall constitute a transfer of an unrestricted Share to the Participant, without other payment therefor, as additional compensation for the Participant’s services tothe Company. 

(e) Phantom Shares. The Committee shall have the authority to grant Awards of Phantom Shares toParticipants upon such terms and conditions as the Committee may determine as set forth in an applicable Award Agreement. 

(i) Terms and Conditions. Each Phantom Share Award shall constitute an agreement by the Company to issue ortransfer a specified number of Shares or pay an amount of cash equal to a specified number of Shares, or a combination thereof to the Participant in the future, subject to the fulfillment during the Restricted Period of such conditions, includingPerformance Objectives, if any, as the Committee may specify at the date of grant. During the Restricted Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in thePhantom Shares and shall not have any right to vote such shares. 

(f) Cash Awards. The Committee shall have theauthority to determine the Participants to whom Cash Awards shall be granted, the amount, and the terms or conditions, if any, as additional compensation for the Participant’s services to the Company or its Affiliates. If granted, a Cash Awardshall be granted (simultaneously or subsequently) in tandem with another Award and shall entitle a Participant to receive a specified amount of cash from the Company upon such other Award becoming taxable to the Participant, which cash amount may bebased on a formula relating to the anticipated taxable income associated with such other Award and the payment of the Cash Award. 

 

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(g) Other Stock-Based Awards. The Committee may also grant to Participants an OtherStock-Based Award, which shall consist of a right which is an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares as is deemed by the Committee to be consistent with the purposesof the Plan. Subject to the terms of the Plan, including the Performance Objectives, if any, applicable to such Award, the Committee shall determine the terms and conditions of any such Other Stock-Based Award as set forth in an applicable AwardAgreement. 

(h) General. 

(i) Limits on Transfer of Awards. 

(A) Except as provided in (C) below, each Award, and each right under any Award, shall be exercisable as specified inthe terms of the Award Agreement only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. 

(B) Except as provided in (C) below, no Award and no right under any such Award may be assigned, alienated, pledged,attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution (or, in the case of Restricted Stock, to the Company, except as otherwise determined by the Committee as setforth in an applicable Award Agreement). Any such attempted or purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void, ineffective and unenforceable against the Company or any Affiliate, and shall give noright to the purported transferee, and shall at the sole discretion of the Committee result in the forfeiture of the Award with respect to the Award involved in such attempted or perpetual transfer or encumbrance. 

(C) Notwithstanding anything in the Plan to the contrary, to the extent specifically provided by the Committee withrespect to a grant, (1) a nonqualified stock option may be transferred to immediate family members or related family trusts, or similar entities on such terms and conditions as the Committee may establish, and (2) an Award other than anIncentive Stock Option may be transferred pursuant to a qualified domestic relations order described in Section 414(p) of the Code. 

(D) Awards may be subject to such other limits on transfer as set forth in the Stockholders’ Agreement. 

(ii) Term of Awards. Subject to the terms of the Plan, the term of each Award shall be for such period as may bedetermined by the Committee; provided, that in no event shall the term of any Award exceed a period of 10 years from the date of its grant. 

(iii) Share Certificates. All certificates for Shares or other securities of the Company delivered under the Planpursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchangeupon which such Shares or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 

 

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(iv) Consideration for Grants. Awards may be granted for no cashconsideration or for such consideration as the Committee determines including, without limitation, such minimal cash consideration as may be required by applicable law. 

(v) Delivery of Shares or other Securities upon Payment by Participant of Consideration. No Shares or othersecurities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement is received by the Company. 

(vi) Section 409A Considerations. To the extent that the Committee determines that any Award granted under thePlan is subject to Section 409A of the Code, the Award Agreement shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award Agreement evidencing such Award shall beinterpreted in accordance with Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the Committeedetermines that any Award may be subject to Section 409A of the Code and related Department of Treasury regulations and other interpretive guidance issued thereunder, the Committee may adopt such amendments to the Plan and the Award Agreementor adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409Aof the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury regulations and otherinterpretive guidance thereunder and thereby avoid the application of any penalty taxes under such Section. 

**SECTION 7. Amendment andTermination.**

Subject to Section 11, except to the extent prohibited by applicable law and unless otherwiseexpressly provided in an Award Agreement or in the Plan: 

(a) Amendments to the Plan. Except as required by applicablelaw or the rules of the principal securities exchange or market on which the shares are traded and subject to Section 7(b) below, the Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of any stockholder,Participant, other holder or beneficiary of an Award, or other Person. Provided, however, no amendment to the Plan shall be made without the approval of the shareholders given within twelve months before or after action by the Board, that wouldincrease the total number of shares available for award under the Plan or extend the term of the Plan (except by operation of Section 8 of the Plan). Termination of the Plan shall not affect the Committee’s ability to exercise the powersgranted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 

 

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(b) Amendments to Awards. Subject to Section 7(c) below, the Committee may waiveany conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 8, in any Award shall reduce the benefit to Participant without the consent of such Participant. Inno event shall the Committee, if not the Board, take action without the approval of the Board that constitutes a “***repricing***” of an Option for financial accounting purposes, and any Board-approved repricing shall beinoperative and ineffective unless and until approved by the stockholders. 

(c) Unilateral Amendments. The Committee,in its sole discretion and without the consent of the Participant, may amend (i) any stock-based Award to reflect (1) a change in corporate capitalization, such as a stock split or dividend, (2) a corporate transaction, such as acorporate merger, a corporate consolidation, any corporate separation (including a spinoff or other distribution of stock or property by a corporation), any corporate reorganization (whether or not such reorganization comes within the definition ofsuch term in Section 368 of the Code), (3) any partial or complete corporate liquidation, or (4) a change in accounting rules required by the Financial Accounting Standards Board and (ii) any Award that is not intended to meetthe requirements of the performance based compensation exception to Section 162(m) of the Code, to reflect a significant event that the Committee, in its sole discretion, believes to be appropriate to reflect the original intent in the grant ofthe Award. 

(d) Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extentnecessary and desirable to comply with applicable laws. 

**SECTION 8. Adjustments upon Changes in Capitalization, Merger or AssetSale.**

In all cases, subject to Section 11: 

(a) In the event that the Committee determines that other than an Equity Restructuring any dividend or other distribution (whether in theform of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets ofthe Company, or 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, or other similar corporate transaction or event, in the Committee’ssole discretion, affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available underthe Plan or with respect to any Award, then the Committee 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 begranted or awarded (including, but not limited to, adjustments of the limitations in Section 4 hereof 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; and

(iii) the grant or exercise price with respect to any Award. 

 

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(b) In the event of any transaction or event described in Section 8(a) hereof, theCommittee, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon theParticipant’s request, is hereby authorized to take any one or more of the following actions whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefitsintended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan or to facilitate such transaction or event: 

(i) To provide for either the purchase of any such Award for an amount of cash equal to the amount that could have beenobtained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested or the replacement of such Award with other rights or property selected by the Committee inits sole discretion; 

(ii) To provide that such Award shall be exercisable as to all shares covered thereby,notwithstanding anything to the contrary in the Plan or the provisions of such Award; 

(iii) To provide thatsuch Award 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 orsubsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; 

(iv) To makeadjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstandingAwards or Awards which may be granted in the future; and/or 

(v) To provide that immediately upon theconsummation of such event, such Award shall not be exercisable and shall terminate; *provided,* that for a specified period of time prior to such event, such Award shall be exercisable as to all Shares covered thereby, and the restrictionsimposed under an Award Agreement upon some or all Shares may be terminated and, in the case of Restricted Stock, some or all shares of such Restricted Stock may cease to be subject to repurchase, notwithstanding anything to the contrary in the Planor the provisions of such Award Agreement. 

(c) In connection with the occurrence of any Equity Restructuring, andnotwithstanding anything to the contrary in Section 8(a) and 8(b) hereof: 

(i) The number and type ofsecurities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, will be proportionately adjusted. The adjustments provided under this Section 8(c)(i) shall be nondiscretionary and shall be final andbinding on the affected Participant and the Company. 

(ii) The Committee shall make such proportionateadjustments, if any, as the Committee in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustmentsof the limitations in Section 4 hereof). 

 

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(d) Subject to Section 4 hereof, the Committee may, in its sole discretion, includesuch further provisions and limitations in any Award Agreement or certificate, as it may deem equitable and in the best interests of the Company. 

(e) The existence of the Plan, any Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right orpower of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, anyissue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into orexchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 

**SECTION 9. General Provisions.**

(a) No Rights to Awards. No director, Employee, Consultant or other Person shall have any claim to be granted any Award. There isno obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards, and the terms and conditions of Awards need not be the same with respect to each recipient. 

(b) Withholding. The Company or any Affiliate is authorized to withhold from any Award, from any payment due or transfer madeunder any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, Shares that would otherwise be issued pursuant to such Award, other Awards or other property) of anyapplicable taxes payable in respect of an Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfyall obligations for the payment of such taxes. In addition, the Committee may provide, in an Award Agreement, that the Participant shall have the right to direct the Company to satisfy the Company’s tax withholding obligation through the“constructive” tender of already-owned Shares or the withholding of Shares otherwise to be acquired upon the exercise or payment of such Award. 

(c) No Right to Employment or other Service Relationship. The grant of an Award shall not be construed as giving a Participant theright to be retained in the employ or service of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or other service relationship at any time, free from any liability or any claimunder the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. 

(d) Governing Law. Thevalidity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal law. 

 

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(e) Severability. If any provision of the Plan or any Award is or becomes or isdeemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended toconform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Personor Award and the remainder of the Plan and any such Award shall remain in full force and effect. 

(f) Other Laws. TheCommittee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance of transfer or such Shares or such other consideration might violate any applicable law orregulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptlyrefunded to the relevant Participant, holder or beneficiary. 

(g) Unfunded Plan. Neither the Plan nor the Award shallcreate or be construed to create a trust or separate fund or funds. Neither the Plan nor any Award shall establish any kind of a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent thatany Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate. 

(h) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committeeshall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(i) Shareholder Agreements. The Committee may condition the grant, exercise or payment of any Award upon such personentering into a stockholders’ agreement or repurchase agreement in such form as approved from time to time by the Board. 

(j) Gender, Tense and Headings. Whenever the context requires, words of the masculine gender used herein shall include thefeminine and neuter and words used in the singular shall include the plural. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material orrelevant to the construction or interpretation of the Plan or any provision thereof. 

(k) No Guarantee of TaxConsequences. None of the Board, the Company nor the Committee makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any person participating or eligible to participate hereunder.

(l) Section 162(m) Special Transition Rule. Should any class of Common Stock be registered underSection 12(g) of the Exchange Act, the Plan is intended to qualify for the transition relief provided under Treasury Regulation §1.162-27(f). Accordingly, all compensation realized by Participants in connection with Awards granted underthe Plan within the reliance period described therein is intended to be exempt from the limitation on tax deductibility under Section 162(m) of the Code. For purposes of the Plan, the reliance period will expire on the earlier of (i) theexpiration of the Plan, (ii) a “material modification” of the Plan (within the meaning of Treasury Regulation §1.162-27(h)(1)(iii)), (iii) the issuance of all Common Stock that has been allocated under the Plan, or(iv) the first meeting of stockholders of the Company at which non-employee Directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Common Stock is first registered underSection 12(g) of the Exchange Act. 

 

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(m) Repurchase Provisions. The Committee in its sole discretion may provide that theCompany may repurchase Shares acquired upon exercise of an Award upon the occurrence of certain specified events, including, without limitation, a Participant’s termination of service as an Employee, Director or Consultant, divorce, bankruptcyor insolvency; *provided, however*, that any such repurchase right shall be set forth in the applicable Award Agreement or in another agreement referred to in such agreement. 

(n) Reservation of Shares. The Company, during the term of the Plan, shall at all times reserve and keep available such number ofShares as shall be sufficient to satisfy the requirements of the Plan. 

(o) Investment Intent. The Company may requirea Participant, as a condition of exercising or acquiring Shares under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employa purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits andrisks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring the Shares subject to the Award for the Participant’s own account and not with any present intentionof selling or otherwise distributing the Shares. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the Shares upon the exercise or acquisition of stock under theapplicable Award has been registered under a then currently effective registration statement under the Securities Act or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not bemet in the circumstances under then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply withapplicable securities laws, including, but not limited to, legends restricting the transfer of the stock. 

**SECTION 10. Effective Date ofthe Plan.**

The Plan shall become effective upon its initial adoption by the Board and shall continue in effect until itis terminated under Section 11. The Plan will be submitted for the approval of the Company’s stockholders within twelve months after the date of the Board’s initial adoption of the Plan. Awards may be granted prior to such stockholderapproval, provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not beenobtained at the end of said twelve-month period, all Awards previously granted under the Plan shall thereupon be canceled and become null and void. 

 

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**SECTION 11. CCMP Consent.**

Notwithstanding any provision herein to the contrary: 

(a) The Plan may not be materially amended, materially altered, suspended or terminated without the prior written consent of CCMP;

(b) No Award granted under the Plan may be materially amended, materially altered or terminated without the prior writtenconsent of CCMP; 

(c) Neither the Board nor the Committee may take any action under Section 7 or Section 8 hereof,or make any other determination or designation under the Plan or any Award granted thereunder without the prior written consent of CCMP; 

(d) Neither the Board nor the Committee may take any action under Section 3 with respect to senior executive officers without theprior written consent of CCMP; and 

(e) CCMP shall be an intended third party beneficiary of, and shall have standing toenforce the terms of, this Section 11 as if it were a party hereto. 

**SECTION 12. Term of the Plan.**

No Award shall be granted under the Plan after the 10th anniversary of the earlier of the date this Plan is adopted by the Board or thedate the Plan is approved by the stockholders of the Company. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committeeto amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date. 

 

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