Exhibit 4.1



ZYGO
CORPORATION



2012 EQUITY INCENTIVE PLAN


          1.
Purpose. The purpose of the Zygo
Corporation 2012 Equity Incentive Plan (the “Plan”) is to establish a flexible
vehicle through which Zygo Corporation, a Delaware corporation (the “Company”),
can attract, motivate, reward and retain qualified persons to provide services
to the Company and its subsidiaries through the grant of equity-based and/or
cash incentive awards (“Awards”) and thereby further align the interests of
such persons with those of the stockholders of the Company.


          2.
Types of Awards. Awards under the
Plan (“Awards”) may be in the form of: options to purchase shares of the
Company’s common stock, $.10 par value per share (“Common Stock”), including
options intended to qualify as “incentive stock options” (“Incentive Stock
Options”) within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”), and options which do not qualify as Incentive
Stock Options (“Non Qualified Stock Options”); restricted shares of Common
Stock; restricted stock units providing for the right to receive shares of
Common Stock in the future; the right to receive any excess in value of shares
of Common Stock over the exercise price of such right (“Stock Appreciation
Rights” or “SARs”); the right to receive payment from the Company based in
whole or in part on the value of the Common Stock, payable in the form of
Common Stock or other securities of the Company; and such other forms of
equity-based incentive awards and cash incentive awards described in Section 8
of the Plan.


          3.
Administration.


          (a)
Committee. The Plan shall be
administered by the Compensation Committee (the “Committee”) of the Board of
Directors of the Company (the “Board”), provided that the Board may, in its
sole discretion, make awards under the Plan, and provided further that, to the
extent permitted by applicable law, the Board may, in its sole discretion,
delegate to an executive officer or officers of the Company the authority to
grant a specified number of Awards under the Plan, on such terms and conditions
as the Board shall establish from time to time, to directors, employees, or
officers of, or consultants or other persons providing services to, the Company
or its subsidiaries, provided, however, that no officer shall be
authorized to grant options to any “executive officer” of the Company (as
defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1
under the Exchange Act) or to any director of the Company. Any such delegation
shall include a limitation as to the number of options that may be granted
during the period of the delegation and shall contain guidelines as to the
determination of the exercise price and the vesting criteria.


          (b)
Authority of Committee. Subject
to the limitations of the Plan, the Committee, acting in its sole and absolute
discretion, shall have full power and authority to (i) select the persons to
whom awards shall be made under the Plan, (ii) make awards to such persons and
prescribe the terms and conditions of such awards, (iii) construe, interpret
and apply the provisions of the Plan and of any agreement or other document
evidencing an award made under 





the Plan, (iv) prescribe, amend and rescind rules and
regulations relating to the Plan, including rules governing its own operations,
(v) correct any defect, supply any omission and reconcile any inconsistency in
the Plan, (vi) amend any outstanding award in any respect, including, without
limitation, to accelerate the time or times at which the award becomes vested,
unrestricted or may be exercised, (vii) carry out any responsibility or duty
specifically reserved to the Committee under the Plan, and (viii) make any and
all determinations and interpretations and take such other actions as may be
necessary or desirable in order to carry out the provisions, intent and
purposes of the Plan. A majority of the members of the Committee shall
constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
consent. All decisions of the Committee pursuant to the provisions of the Plan,
including questions of construction, interpretation and administration, shall
be final, conclusive and binding on all persons.


          (c)
Indemnification. To the maximum
extent permitted by law, the Company shall indemnify and hold harmless each
member of the Committee and any employee or director of the Company to whom any
duty or power relating to the administration or interpretation of the Plan is
delegated from and against any loss, cost, liability (including any sum paid in
settlement of a claim with the approval of the Board), damage and expense
(including legal and other expenses incident thereto) arising out of or
incurred in connection with the Plan, unless and except to the extent it shall
be judicially determined, and from which no appeal is available, that any such
loss, cost, liability, damage or expense is attributable to such person’s fraud
or willful misconduct.


          4.
Share Limitations.


          (a)
Aggregate Award Limitation.
Subject to adjustment pursuant to Section 12 of the Plan, an aggregate of
1,650,000 shares of Common Stock may be issued under the Plan. For this
purpose, the following shares shall be deemed not to have been issued and shall
be deemed to remain available for issuance: (i) shares covered by the
unexercised portion of an Award that terminates, expires, is cancelled or is
settled in cash, (ii) shares of stock covered by Awards that are forfeited,
repurchased in accordance with the terms of the Plan or the Award, and (iii)
shares that are withheld or surrendered in order to pay the purchase price for
shares covered by any Award or to satisfy the tax withholding obligations
associated with the exercise, vesting or settlement of any Award under the
Plan. Shares of Common Stock available for issuance under the Plan may be
authorized and unissued, held by the Company in its treasury or otherwise
acquired for purposes of the Plan. Each share issued pursuant to a restricted
stock, restricted stock unit or other full value award will count as 1.5 shares
for purposes of determining the aggregate number of shares of Common Stock
available for issuance under the Plan. No fractional shares of Common Stock
shall be issued under the Plan.


          (b)
Individual Award Limitations.
Subject to adjustment pursuant to Section 12 of the Plan, the maximum number of
shares of Common Stock with respect to which Awards may be granted to any
employee under the Plan shall be 300,000 per calendar year. For purposes of the
foregoing limit, the combination of an Option in tandem with a SAR shall be
treated as a single Award. No employee may earn a Cash Incentive Award under
the Plan for any calendar year in excess of $2,000,000. The per employee limits
described in this Section 4(b) shall be construed 


2





and applied consistently with Section 162(m) of the
Code or any successor provision thereto, and the regulations thereunder
(“Section 162(m)”).


          (c)
Substitute Awards. In connection
with a merger or consolidation of an entity with the Company or the acquisition
by the Company of property or stock of an entity, the Board may grant Awards in
substitution for any options or other stock or stock-based awards granted by
such entity or an affiliate thereof. Substitute Awards may be granted on such
terms as the Board deems appropriate in the circumstances, notwithstanding any limitations
on Awards contained in the Plan. Substitute Awards shall not count against the
overall share limit set forth in Section 4(a) or any sublimit contained in the
Plan, except as may be required by reason of Section 422 and related provisions
of the Code.


          5.
Eligibility. Awards under the
Plan may be made to such current or future employees, directors or consultants
and other individuals who perform (or are expected to perform) services for, or
contribute (or are expected to contribute) value to, the Company or any one or
more of its subsidiaries (which, for this purpose, shall be limited to entities
which, in addition to the Company, constitute “eligible issuers of service
recipient stock” within the meaning of Treasury Regulation §1.409A-1(b)(5)(iii)(E),
(collectively the “Company Group”), all as the Committee may select. In making
Awards under the Plan, the Committee may give consideration to the functions
and responsibilities of a potential recipient, the potential recipient’s
previous and/or expected future contributions to the business of any member of
the Company Group and such other factors as the Committee deems relevant under
the circumstances.


          6.
Stock Options and SARs. Subject
to the provisions of the Plan, the Committee may grant options and/or SARs to
eligible personnel upon such terms and conditions as the Committee deems
appropriate. The terms and conditions of any option and SAR shall be evidenced
by a written option agreement or other instrument approved for this purpose by
the Committee. A SAR shall confer on the participant to whom it is granted a
right to receive, upon exercise thereof, the excess of (a) the Fair Market
Value of one share of Common Stock on the date of exercise over (b) the base
price of the SAR.


          (a)
Exercise/Base Price. The exercise
price per share of Common Stock covered by an option granted under the Plan may
not be less than the Fair Market Value (as defined in Section 10 of the Plan)
per share on the date of grant (or, in the case of an Incentive Stock Option
granted to an optionee who, at the time the option is granted, owns stock with
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or a “subsidiary” or “parent” of the Company within the
meaning of Section 424 of the Code, 110% of such Fair Market Value). The base
price of a SAR may not be less than the Fair Market Value of a share of Common
Stock on the date of grant of such SAR.


          (b)
Term of Options and SARs. No
option or SAR granted under the Plan may be exercisable (if at all) more than
ten (10) years after the date the option is granted (or, in the case of an
Incentive Stock Option granted to a ten percent (10%) stockholder within the
meaning of Section 424 of the Code, five (5) years).


3





          (c)
Exercisability of Options and SARs.
Subject to the provisions of the Plan, the Committee may establish such vesting
and other conditions and restrictions on the exercise of an option or SAR
and/or upon the Common Stock issued in connection with the exercise of an
option as it deems appropriate. Unless the Committee determines otherwise, an
option or SAR will become vested and exercisable in annual one-quarter
increments on the first, second, third, and fourth anniversaries of the date
thereof, subject to the participant’s remaining in the continuous employment or
other service with the Company Group, all as determined by the Committee,
following the date of grant.


          (d)
Method of Exercise. Once vested
and exercisable, an option may be exercised by transmitting to the Company a
notice specifying the number of shares to be purchased and payment of the
aggregate exercise price of the shares so purchased in cash or its equivalent,
and any taxes due thereon in accordance with Section 13 of the Plan, as
determined by the Committee. As determined by the Committee, in its sole
discretion, payment of the exercise price of an option in whole or in part may
also be made (1) by means of any cashless exercise procedure approved by the
Committee (including, without limitation, by the issuance of “net” shares), (2)
in the form of unrestricted shares of Common Stock which have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
shares of Common Stock as to which such option shall be exercised, (3) any
other form of consideration approved by the Committee and permitted by
applicable law which the Committee determines to be consistent with the
purposes of the Plan or (4) any combination of the foregoing. Once vested and
exercisable, a SAR may be exercised by transmitting to the Company a notice
specifying the number of shares with respect to which the vested SAR is being
exercised, and payment of any taxes due thereon in accordance with Section 13
of the Plan.


          (e)
Termination of Employment or other Service.
Unless otherwise determined by the Committee at grant or, if no rights of the
participant are thereby reduced, thereafter, the following rules apply with
regard to options and SARs held by a participant at the time of his or her
termination of employment or other service with the Company Group:


                    (i)
Termination by Reason of Death.
If a participant’s employment or other service with the Company Group is
terminated due to his or her death, then (1) that portion of an option or SAR,
if any, which is exercisable on the date of termination shall remain
exercisable by the participant’s beneficiary during the one year period
following the date of termination but in no event after expiration of the
stated term thereof and, to the extent not exercised during such period, shall
thereupon terminate, and (2) that portion of an option or SAR, if any, which is
not exercisable on the date of termination shall thereupon terminate.


                    (ii)
Termination for Cause. If a
participant’s employment or other service is terminated by the Company Group
for Cause (or at a time when grounds for a termination for Cause exist), then,
notwithstanding anything to the contrary contained herein, any option or SAR
held by the participant (whether or not otherwise exercisable) shall
immediately terminate and cease to be exercisable. A termination for “Cause”
means (1) in the case where there is no employment, consulting or similar
service agreement between the participant and the Company Group or where such
an agreement exists but does not define “cause” (or words of like import), a
termination classified by the Company Group, in its sole discretion, as a
termination due to the


4





participant’s dishonesty, fraud, insubordination,
willful misconduct, refusal to perform services or materially unsatisfactory
performance of duties, or (2) in the case where there is an employment,
consulting or similar service agreement between the participant and the Company
Group that defines “cause” (or words of like import), a termination that is or
would be deemed for “cause” (or words of like import) as classified by the
Company Group, in its sole discretion, under such agreement.


                    (iii)
Other Termination. If a
participant’s employment or other service with the Company Group terminates for
any reason other than those described in Section 6(e)(i) or 6(e)(ii) above,
then: (1) that portion of an option or SAR, if any, which is exercisable on the
date of termination shall remain exercisable by the participant during the
ninety (90) day period following the date of termination but in no event after
expiration of the stated term thereof and, to the extent not exercised during
such period, shall thereupon terminate, and (2) that portion of an option or
SAR, if any, which is not exercisable on the date of termination shall
thereupon terminate.


          (f)
Rights as a Stockholder. No
shares of Common Stock shall be issued in respect of the exercise of an option
or SAR until, as applicable, full payment of the exercise price and the
applicable tax withholding obligation with respect to such exercise has been
made or provided for. The holder of an option or SAR shall have no rights as
a stockholder with respect to any shares covered by the option or SAR until the
date such shares are issued.


          (g)
No Repricing of Options. Unless
approved by the Company’s stockholders, the Committee may not reduce the
exercise price for shares covered by an outstanding option granted under the
Plan, whether directly or in any other manner which constitutes a “repricing”
under applicable stock exchange rules or financial accounting principles.


          7.
Restricted Stock and Restricted Stock Units.
Subject to the provisions of the Plan, the Committee may award restricted
shares of Common Stock and/or rights to receive shares of Common Stock (i.e.,
restricted stock units) to eligible personnel upon such terms and subject to
such conditions and restrictions as the Committee deems appropriate. The terms
and conditions of any restricted stock or restricted stock unit award shall be
evidenced by a written agreement or other instrument approved for this purpose
by the Committee.


          (a)
Purchase Price. The purchase
price payable for shares of restricted stock or shares of Common Stock
delivered in settlement of a restricted stock unit award may be as low as zero,
provided, however, that to the extent required by applicable law, the purchase
price per share shall be no less than the par value of a share of Common Stock.


          (b)
Restrictions and Vesting. The
Committee may establish such conditions and restrictions on the vesting of
restricted stock and restricted stock units as it deems appropriate, including,
without limitation, conditions and restrictions based upon continued service,
the attainment of specified Performance Goals (as defined in Section 9) and/or
other factors and criteria deemed relevant for this purpose. Notwithstanding
the foregoing, (a) forfeiture restrictions on shares of restricted stock and
restricted stock units that lapse solely based on the length of the awardee’s
service shall lapse with respect to no more than one-fourth of such shares


5





per calendar year; and (b) forfeiture restrictions on
shares of restricted stock and restricted stock units that lapse based on the
achievement of Performance Goals shall lapse based on a performance period of
at least one year; provided, however, that the foregoing limitations
set forth in this Section 7(b) shall not apply to (i) lapses of restrictions
pursuant to Section 18 or in connection with the disability, death or
retirement of a participant, (ii) awards of restricted stock or restricted
stock units, including modifications of such awards, with respect to an
aggregate number of shares not exceeding ten percent of the total number of
shares authorized for issuance under the Plan.


          (c)
Rights as a Stockholder. The
recipient of restricted stock shall have the rights of a stockholder with
respect to the restricted stock, subject to any restrictions and conditions as
the Committee may impose. Unless otherwise specified in the Award agreement or
the Plan, the holder of restricted stock units will have no rights of a
stockholder with respect to the shares covered by the Award unless and until
such shares are issued to the holder.


          (d)
Stock Certificates for Restricted Stock.
Unless the Committee elects otherwise, shares of restricted stock shall be
evidenced by book entries on the Company’s stock transfer records pending the
expiration of restrictions thereon. If a stock certificate for shares of
restricted stock is issued, it shall bear an appropriate legend to reflect the
nature of the restrictions applicable to the shares represented by the
certificate, and the Committee may require that any or all such stock
certificates be held in custody by the Company until the applicable
restrictions have lapsed. The Committee may establish such other conditions as
it deems appropriate in connection with the issuance of certificates for shares
of restricted stock, including, without limitation, a requirement that the
recipient deliver a duly signed stock power, endorsed in blank, for the shares
covered by the award. Unless otherwise specified by the Committee, each
restricted stock unit Award shall be settled by the delivery of shares of
Common Stock.


          (e)
Lapse of Restrictions; Delivery of Shares.
If and when the vesting conditions and other restrictions applicable to a
restricted stock award are satisfied or expire and upon the recipient’s payment
of any taxes due thereon in accordance with Section 13 of the Plan, a
certificate for the shares covered or referenced by the award, to the extent
vested and free of restrictions, shall be delivered to the holder. All legends
shall be removed from said certificates at the time of delivery except as
otherwise required by applicable law. Settlement of a restricted stock unit
Award shall be completed no later than the 15th day of the third
month following the calendar year in which the Award becomes vested; provided,
however, that, subject to compliance with Section 409A, the Committee, in its
discretion, may provide for deferred settlement.


          (f)
Termination of Employment or Other Service.
Unless otherwise determined by the Committee at grant or, if no rights of the
recipient are thereby reduced, thereafter, upon the termination of a
recipient’s employment or other service for any reason or no reason, any shares
of restricted stock and any restricted stock units which have not yet become
fully vested shall be forfeited, and any certificate therefor or book entry
with respect thereto or other evidence thereof shall be cancelled.


          8.
Other Equity-Based Awards and Cash Incentive
Awards. The Committee is 


6





authorized, subject to limitations under applicable
law, to grant to participants such other forms of Award that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, Common Stock or factors that may influence the value of Common
Stock, including, without limitation, stock bonuses, dividend equivalents,
rights convertible or exchangeable into Common Stock, purchase rights for
Common Stock, Awards with value and payment contingent upon performance of the
Company or business units thereof or any other factors designated by the
Committee, and Awards valued by reference to the value of securities of or the
performance of specified subsidiaries, and Awards designed to comply with or
take advantage of the applicable laws of jurisdictions outside the United
States. The Committee shall determine the terms and conditions of any such
Awards. In addition, Cash Incentive Awards, including annual incentive Awards
and long-term incentive Awards, denominated and settled in cash, may be granted
under the Plan, which Awards may be earned at such times, under such
circumstances (including based on achievement of performance goals and/or
future service requirements), in such installments or otherwise and under such
other circumstances as the Committee may determine at the date of grant or
thereafter. The Committee may require or permit the deferred payment and/or
installment payout of all or part of any stock Awards or Cash Incentive Awards
made hereunder, provided that the terms and conditions applicable to such
deferral or installment payout comply with the distribution election and
distribution timing requirements of Section 409A of the Code.


          9.
Performance-Based Equity and Cash Awards.
The Committee may grant Awards subject to any performance goals (“Performance
Goals”) such that the Award is intended to meet the “performance based”
conditions of Section 162(m) of the Code. For this purpose, a performance goal
may be expressed in terms of or be based upon any one or more of the following
business criteria: (i) net income, (ii) earnings per share, (iii) operating
income, (iv) operating cash flow, (v) earnings before income taxes and
depreciation, (vi) earnings before interest, taxes, depreciation and
amortization, (vii) operating margins, (viii) reductions in operating expenses,
(ix) sales or return on sales, (x) total shareholder return, (xi) return on
equity, (xii) return on total capital, (xiii) return on invested capital, (xiv)
return on assets, (xv) economic value added, (xvi) cost reductions and savings,
(xvii) increase in surplus, (xviii) productivity improvements, (xix) revenue,
(xx) revenue growth, (xxi) expenses, (xxii) margins, (xxiii) market
capitalization, (xxiv) new product releases, (xxv) quality improvements, (xxvi)
brand or product recognition or acceptance (including market share), (xxvii)
cycle time reductions, (xxviii) strategic positioning or marketing programs or
campaigns, (xxix) strategic accounts or alliances or partnerships, (xxx)
business or information systems or organizational improvements, (xxxi)
infrastructure support programs, (xxxii) human resource programs, (xxxiii)
customer programs, (xxxiv) technology development programs, (xxxv) merger or
acquisition integration, and/or (xxxvi) a participant’s attainment of personal
objectives with respect to any of the foregoing criteria or other criteria such
as growth and profitability, customer satisfaction, leadership effectiveness,
business development, negotiating transactions and sales or developing long
term business goals. A Performance Goal established in connection with an Award
covered by this section must be (1) objective, so that a third party having
knowledge of the relevant facts could determine whether the goal is met, (2)
prescribed in writing by the Committee before the beginning of the applicable
performance period or at such later date when fulfillment is substantially
uncertain, but not later than 90 days after the commencement of the performance
period and in any event before completion of 25% of the performance period, and
(3) based on 


7





any one or more of the business criteria set forth
above. Any such Performance Goal may be measured over a performance period on a
periodic, annual, cumulative or average basis and may be particular to a
participant or may be based, in whole or in part, on the performance of the
division, department, line of business, subsidiary, or other business unit,
whether or not legally constituted, with respect to which the participant
provides services or on the performance of the Company generally. If and to the
extent permitted for awards intended to qualify as “performance-based” under
Section 162(m) of the Code and regulations thereunder, the Committee may
provide for the adjustment of such performance goals to reflect changes in
accounting methods, corporate transactions (including, without limitation,
dispositions and acquisitions) and other similar types of events or
circumstances occurring during the applicable performance period. At the
expiration of the applicable performance period, the Committee shall determine
the extent to which the performance goals established pursuant to this Section
are achieved and the extent to which each performance-based award has been
earned. The Committee may not exercise its discretion to increase the amount or
value of an award that would otherwise be payable in accordance with the terms
of a performance-based award made in accordance with this section.


          10.
Fair Market Value. For purposes
of the Plan, “Fair Market Value” on any date shall be equal to the closing sale
price per share as published by a national securities exchange or NASDAQ
National Market on which shares of the Common Stock are traded on such date or,
if there is no sale of Common Stock on such date, the average of the bid and
asked prices on such exchange at the closing of trading on such date or, if
shares of the Common Stock are not listed on a national securities exchange or
NASDAQ National Market on such date, the closing price or, if none, the average
of the bid and asked prices in the over the counter market at the close of
trading on such date, or if the Common Stock is not traded on a national
securities exchange or NASDAQ National Market or the over the counter market,
the fair market value of a share of the Common Stock on such date as determined
in good faith by the Committee.


          11.
Non-Transferability. Stock
options and SARs granted under the Plan may not be transferred by a participant
other than upon the participant’s death to a beneficiary designated by the
participant in a manner acceptable to the Committee, or, if no designated
beneficiary shall survive the participant, pursuant to the participant’s will
or by the laws of descent and distribution. All stock options and SARs shall be
exercisable during the participant’s lifetime only by the participant (or, in
the event of the participant’s incapacity, his or her guardian or legal
representative). Shares of restricted stock granted under the Plan may not be
transferred prior to the date on which shares are issued or, if later, the date
on which such shares have vested and are free of any applicable restriction
imposed hereunder. Except as otherwise specifically provided by the provisions
hereof or the applicable Award agreement or instrument, no Award received under
the Plan may be transferred in any manner, and any attempt to transfer any such
Award shall be void, and no such Award shall in any manner be liable for or
subject to the debts, contracts, liabilities, engagements or torts of any
person who shall be entitled to such Award, nor shall it be subject to
attachment or legal process for or against such person. Notwithstanding the
foregoing, the Committee may determine at the time of grant or thereafter that
a stock option (other than an Incentive Stock Option) or SAR is transferable in
whole or part in a gratuitous transfer to such persons, under such
circumstances, and subject to such conditions as the Committee may prescribe. A
beneficiary or permitted transferee who succeeds to a participant’s


8





Award shall be subject to all terms and conditions of
the Plan and any Award agreement applicable to such participant, except as
otherwise determined by the Committee, and to any additional terms and conditions
deemed necessary or appropriate by the Committee.


          12.
Adjustments upon a Capital Change.
Subject to Section 18, upon any increase, reduction, or change or exchange of
the Common Stock for a different number or kind of shares or other securities,
cash or property by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, stock split in the form of a stock dividend,
stock split or reverse stock split, combination or exchange of shares, or any
other similar corporate transaction or event that affects the capitalization of
the Company (a “Capital Change”), an equitable substitution or adjustment shall
be made in (i) the aggregate number and/or kind of shares reserved for issuance
under the Plan, (ii) the maximum number and/or kind of shares with respect to
which Awards may be granted under the Plan to any employee during any calendar
year, (iii) the kind, number and/or exercise price (or base price) of shares
subject to outstanding options (or SARs) granted under the Plan, and (iv) the
kind, number and/or purchase price of shares or other property subject to
outstanding awards of restricted stock, restricted stock units or any other
equity-based Awards granted under the Plan. Such other equitable substitutions
or adjustments shall be made as may be determined by the Board, in its sole
discretion. Without limiting the generality of the foregoing, but subject to
Section 18, in connection with a Capital Change, the Board may provide, in its
sole discretion, on a case by case basis, for: (A) the cancellation of any
outstanding awards (i) in exchange for payment in cash or other property of the
Fair Market Value of the shares of Common Stock covered by such awards (whether
or not otherwise vested or exercisable), reduced, in the case of options or
SARs, by the exercise or base price thereof, or (ii) for no consideration, in
the case (and to the extent) of awards which are not otherwise then vested or
exercisable; or (B) in the event of a liquidation or reorganization of the Company
(including a merger, consolidation or sale or distribution of assets of the
Company), the termination of any outstanding options upon notice given at least
thirty (30) days prior to the effective date of the transaction, provided that
such vested and exercisable options and SARs (or, in the Board’s discretion,
all options and/or SARs, whether or not otherwise vested or exercisable), shall
be exercisable until the effective date of such liquidation or reorganization
in whole or in part as to all shares then subject thereto. In the event of any
adjustment in the number of shares covered by any Award pursuant to the
provisions hereof, any fractional shares resulting from such adjustment shall
be disregarded, and each such Award shall cover only the number of full shares
resulting from the adjustment. All adjustments under this Section 12 shall be
made by the Board, and its determination as to what adjustments shall be made,
and the extent thereof, shall be final, binding and conclusive. No adjustment may
be made under this Section 12 if the adjustment would cause an award to become
subject to Section 409A of the Code or, in the case of an award that is subject
to Section 409A of the Code, if the adjustment would result in the imposition
of tax under Section 409A(a)(1) of the Code.


          13.
Tax Withholding. As a condition
to the exercise of any award or the delivery of any shares of Common Stock
pursuant to any award or the lapse of restrictions on any award, or in
connection with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of the Company Group
relating to an award, (i) the Company Group may deduct or withhold (or cause to
be deducted or withheld) from any payment or distribution to an award recipient
whether or not pursuant to the Plan or (ii) the Company Group


9





shall be entitled to require that the recipient remit
cash to the Company Group (through payroll deduction or otherwise), in each
case in an amount sufficient in the opinion of the Company to satisfy such
withholding obligation. If the event giving rise to the withholding obligation
involves a transfer of shares of Common Stock, then, at the sole discretion of
the Committee, the recipient may satisfy the withholding obligation described
under this Section 13 by electing to have the Company withhold shares of Common
Stock (which withholding shall be at a rate not in excess of the statutory
minimum rate) or by tendering previously-owned shares of Common Stock, in each
case having a Fair Market Value equal to the amount of tax to be withheld (or
by any other mechanism as may be required or appropriate to conform with local
tax and other rules).


          14.
Amendment and Termination. The
Board may amend or terminate the Plan, provided, however, that no such action
may affect adversely the rights of the holder of any outstanding award without
the consent of the holder. Except as otherwise provided in Section 12 of the
Plan, any amendment which would increase the number of shares of Common Stock
which may be issued under the Plan shall be subject to the approval of the
Company’s stockholders. The Committee may amend the terms of any agreement or
certificate made or issued hereunder at any time and from time to time,
provided, however, that no amendment which would affect adversely the rights of
the holder of any outstanding award may be made without the consent of such
holder. The foregoing notwithstanding, despite the attainment of Performance
Goals in the case of any Award intended to satisfy the requirements for
“performance-based” compensation within the meaning of Section 162(m) of the
Code, the Committee may reduce (but not increase) the amount payable at a given
level of performance to take into account additional factors that the Committee
may deem relevant. Notwithstanding the foregoing, subject to the limitations of
applicable law, the Board may amend the terms of any one or more awards without
the affected participant’s consent if such amendment is necessary to maintain
the qualified status of the award as an Incentive Stock Option or to bring the
award into compliance with Section 409A of the Code.


          15.
General Provisions.


          (a)
Compliance with Law. Shares of
Common Stock shall not be issued pursuant to the Plan unless the issuance and
delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as amended (the “Securities Act”), the Exchange Act and the requirements of any
stock exchange or market upon which the Common Stock may then be listed, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance. If and to the extent (i) any portion of any
payment, compensation or other benefit provided to an awardee pursuant to the
Plan in connection with his or her employment termination constitutes
“nonqualified deferred compensation” within the meaning of Section 409A of the
Code and (ii) the awardee is a specified employee as defined in Section
409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in
accordance with its procedures, by which determinations the awardee (through
accepting the Award) agrees that he or she is bound, such portion of the
payment, compensation or other benefit shall not be paid before the day that is
six months plus one day after the date of “separation from service” (as
determined under Section 409A of the Code) (the “New Payment Date”), except as
Section 409A of the Code may then permit. The


10





aggregate of any payments that otherwise would have
been paid to the awardee during the period between the date of separation from
service and the New Payment Date shall be paid to the awardee in a lump sum on
such New Payment Date, and any remaining payments will be paid on their
original schedule. The Company makes no representations or warranty and shall
have no liability to the awardee or any other person if any provisions of or
payments, compensation or other benefits under the Plan are determined to constitute
nonqualified deferred compensation subject to Section 409A of the Code but do
not to satisfy the conditions of that section.


          (b)
Investment Representation. The
Committee may require each person acquiring shares of Common Stock to represent
to and agree with the Company in writing that such person is acquiring the
shares without a view to distribution thereof. The certificates for such shares
may include any legend that the Committee deems appropriate to reflect any
restrictions on transfer.


          (c)
Transfer Orders; Placement of Legends.
All certificates for shares of Common Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange or market upon which the
Common Stock may then be listed, and any applicable federal or state securities
law. The Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.


          (d)
No Employment or other Service Rights.
Subject to any existing employment agreement, nothing contained in the Plan or
in any award agreement shall confer upon any recipient of an award any right
with respect to the continuation of his or her employment or other service with
any one or more of the Company Group or interfere in any way with the right of
the Company Group at any time to terminate such employment or other service or
to increase or decrease, or otherwise adjust, the other terms and conditions of
the recipient’s employment or other service with the Company Group.


          (e)
Decisions and Determinations Final.
All decisions and determinations made by the Board pursuant to the provisions
hereof and, except to the extent rights or powers under the Plan are reserved
specifically to the discretion of the Board, all decisions and determinations
of the Committee, shall be final, binding and conclusive on all persons.


          (f)
Awards Not Includable for Benefit Purposes.
Awards and other payments received by a participant pursuant to the provisions
of the Plan shall not be shall not be considered as compensation in the
determination of benefits under any pension, group insurance or other benefit
plan applicable to the participant which is maintained by the Company or any of
its affiliates, except as may be provided under the terms of such plans or
determined by the Board.


          16.
Governing Law. All rights and
obligations under the Plan and each award agreement or instrument shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to its principles of conflict of laws.


          17.
Term of the Plan. The Plan shall
become effective upon its adoption by the Board,





11





subject to approval by the stockholders of the Company
within twelve (12) months of the date of such adoption. Unless sooner
terminated by the Board, the Plan shall terminate on the tenth anniversary of
the date of its adoption by the Board. The rights of any person with respect to
an award previously made under the Plan that is outstanding at the time of the
termination of the Plan shall not be affected solely by reason of the
termination of the Plan and shall continue in accordance with the terms of the
award (as then in effect or thereafter amended) and the Plan (as then in effect
or thereafter amended).


          18.
Change in Control of the Company.
Notwithstanding anything contained in the Plan to the contrary, the provisions
of this Section 18 shall govern and supersede any inconsistent terms or
provisions of the Plan.


          (a)
Definitions.


                    (i)
Change in Control. For purposes
of the Plan, “Change in Control” shall mean any of the following events:


                              (A)
The acquisition in one or more transactions by any “Person” (as the term person
is used for purposes of Section 13(d) or 14(d) of the Exchange Act) of
“Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of forty per cent (40%) or more of the combined voting power of
the Company’s then outstanding voting securities (the “Voting Securities”),
provided, however, that Voting Securities acquired directly from the Company by
any Person shall be excluded from the determination of such Person’s Beneficial
Ownership of Voting Securities (but such Voting Securities shall be included in
the calculation of the total number of Voting Securities then outstanding); or


                              (B)
The consummation of a merger or consolidation involving the Company if the stockholders
of the Company, immediately before such merger or consolidation, do not own,
directly or indirectly immediately following such merger or consolidation, more
than fifty percent (50%) of the combined voting power of the outstanding Voting
Securities of the corporation resulting from such merger or consolidation in
substantially the same proportion as their ownership of the Voting Securities
immediately before such merger or consolidation; or


                              (C)
The individuals who, as of July 1, 2011, are members of the Board (the
“Incumbent Board”), cease for any reason to constitute more than fifty percent
(50%) of the Board; provided, however, that if the election, or nomination for
election by the Company’s stockholders of any new director was approved by a
vote of at least two-thirds of the Incumbent Board, such new director shall,
for purposes of the Plan, be considered as a member of the Incumbent Board, but
excluding for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board; or


                              (D)
A complete liquidation or dissolution of the Company or the sale or other
disposition of all or substantially all of the assets of the Company.


12





Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because forty percent (40%) or more of the
then outstanding Voting Securities is acquired by (1) a trustee or other
fiduciary holding securities under one or more employee benefit plans
maintained by the Company or any of its Subsidiaries, or (2) any corporation
which, immediately prior to such acquisition, is owned directly or indirectly
by the Shareowners of the Company in the same proportion as their ownership of
stock in the Company immediately prior to such acquisition.


                    (ii)
Cause. For purposes of this
Section 18 only, the term “Cause” shall mean (A) conviction of a felony or (B)
engaging in conduct constituting willful gross misconduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise.


                    (iii)
Good Reason. For purposes of this
Section 18, the term “Good Reason” shall mean any of the following events or
conditions occurring with respect to a participant at any time following a
Change in Control, provided, however, that the event or condition is not
corrected by the Company or successor or acquiring company within 30 days after
receipt of written notice thereof from the participant and provided further
that the participant shall furnish such written notice within 90 days after the
event or condition occurs:


                              (A)
a reduction in the participant’s base salary or any failure to pay the
participant compensation or benefits to which he or she is entitled within
fifteen days of the date due;


                              (B)
a relocation by the Company or the acquiring or successor company of the
participant’s principal place of employment by more than fifty miles;


                              (C)
a material diminution of the position, status or duties of the participant’s
employment or of the participant’s working conditions; or


                              (D)
the failure by the Company or an acquiring or successor company to provide the
participant with compensation and benefits, in the aggregate, substantially
equivalent to those in effect immediately prior to the Change in Control.


          (b)
Effect of Change in Control on Certain
Awards.


                    (i)
If, following a Change in Control, the Company is not the surviving corporation
and the surviving corporation or the acquiring corporation (such surviving
corporation or acquiring corporation being hereinafter referred to as the
“Acquiror”) does not assume the then outstanding options or other awards under
the Plan or does not substitute equivalent equity awards relating to the
securities of such Acquiror or its affiliates for such awards, then all such
awards that are not so assumed or substituted shall become immediately and
fully vested and, as applicable, exercisable immediately prior to the Change in
Control. In addition, the Board or its designee may, in its sole discretion,
provide for the payment in cash and/or in kind to be made to each participant
for the cancellation of any outstanding options or other awards upon the
consummation of the Change in Control, based upon the fair market value of the
consideration received in such Change in Control by the Company’s stockholders
in exchange for their Common Stock. If this provision applies, any outstanding
award that is not 


13





exercised will terminate and be of no further force or
effect at the time of the Change in Control, subject to the right, if any, of
the holder to receive a payment under this Section 18(b)(i) in exchange for the
cancellation of such award.


                    (ii)
If the Company is the surviving corporation following a Change in Control, or
the Acquiror assumes outstanding options and/or other awards under the Plan or
substitutes equivalent equity awards relating to the securities of such
Acquiror or its affiliates for such options or other awards, then all such
awards or such substitutes therefor shall remain outstanding and be governed by
their respective terms and the provisions of the Plan; provided, however, that,
if, within twenty-four months following a Change in Control, a participant’s
employment is terminated by the Company, the Acquiror or either of its or their
affiliates without Cause or by the participant with Good Reason, then, upon
such termination of employment, all such outstanding options and other awards
(or substitutes therefor) shall become immediately and fully vested and, as
applicable, exercisable.


* * *


14