exv10w1






Exhibit 10.1




Bond Street Holdings, LLC 2009 Option Plan




ARTICLE I

General



     1.1 Purpose



          The Bond Street Holdings, LLC 2009 Option Plan (the “Plan”) is designed to further the growth
and development of Bond Street Holdings, LLC, a Delaware limited liability company (the “Company”),
by enabling eligible persons to obtain a proprietary interest in the Company, thereby providing
such persons with an added incentive to continue in the employ or service of the Company, and
stimulating their efforts in promoting the growth, efficiency and profitability of the Company, and
affording the Company a means of attracting to its service persons of outstanding quality.




     1.2 Administration



          (a) Administration by Administrator; Constitution of Administrator. The Plan shall be
administered by a committee (the “Administrator”) appointed by the Managing Member of the Company
(the “Managing Member”). The Committee will be comprised of individuals who have been proposed as
independent directors of the Bond Street Bank.




          (b) Administrator’s Authority. The Administrator shall have the authority to (i)
exercise all of the powers granted to it under the Plan, (ii) construe, interpret and implement the
Plan and any option certificates issued under the Plan, (iii) prescribe, amend and rescind rules
and regulations relating to the Plan, including rules governing its own operations, (iv) make all
determinations necessary or advisable in administering the Plan, (v) correct any defect, supply any
omission and reconcile any inconsistency in the Plan, and (vi) amend the Plan to reflect changes in
applicable law.




          (c) Administrator Action; Delegation. Actions of the Administrator shall be taken by
the vote of a majority of its members. Except as otherwise required by applicable law, any action
may be taken by a written instrument signed by a majority of the Administrator’s members, and
action so taken shall be fully as effective as if it had been taken by a vote at a meeting.
Notwithstanding the foregoing or any other provision of the Plan, the Administrator may delegate to
one or more officers of the Company the authority to designate the individuals (other than such
officer(s)), among those eligible to receive options pursuant to the terms of the Plan, who will
receive options under the Plan and the terms of each such grant, to the fullest extent permitted by
applicable law.




          (d) Determinations Final. The determination of the Administrator on all matters
relating to the Plan or any option under the Plan shall be final, binding and conclusive.




          (e) Limit on Administrator’s Liability. No member of the Administrator shall be
liable for any action or determination made in good faith with respect to the Plan or any option
thereunder.














 





     1.3 Persons Eligible for Options



          The persons eligible to receive options under the Plan are the executive management,
employees, consultants and directors of the Company and Bond Street Bank, as the Administrator in
its sole discretion shall select, provided, that none of Daniel Healy, Vincent Tese, or Leslie
Lieberman shall be granted, in total, in excess of 2% of the Interests issuable under the Plan.




     1.4 Options Under Plan



          Under the Plan, eligible individuals may be granted options to purchase Class A Membership
Interests (“Interests”). Options granted under the Plan may be incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options
that do not qualify as incentive stock options (non-qualified options).




     1.5 Interests Available for Options; Adjustments to Options



          (a) Aggregate Number Available; Certificate Legends. Options may be granted with
respect to an aggregate of 4,375,000 Interests, subject to adjustment as set forth below, provided,
however, that at the date of grant of any Option, the aggregate of the number of Interests
previously granted and the Interests then available for grant cannot exceed 10% of the aggregate
Interests then issued and outstanding.




          (b) Certain Interests to Become Available Again. Any Interests that are subject to an
option and that remain unissued upon the cancellation or termination of such option for any reason
whatsoever or upon the settlement of such option for cash or other medium other than membership
interests, shall again become available for options.




          (c) Adjustments to Existing Options Upon Certain Events.





     (i) Adjustments. In the event of any change in the number of Class A
Interests outstanding by reason of any split, reverse split, recapitalization,
merger, consolidation, combination or exchange or similar corporate change, the
maximum number of Interests with respect to which the Administrator may grant awards
under Article II hereof shall be appropriately adjusted by the Administrator. In
the event of any change in the number of such Interests outstanding by reason of any
other event or transaction, the Administrator may, but need not, make such
adjustments in the number and class of shares with respect to which awards may be
granted under Article II hereof, as the Administrator may deem appropriate.




     (ii) Conversion of Company. In the event the Company is converted from
a limited liability company to a corporation, the number of Interests available for
grant and the number of Interests subject to outstanding options shall be converted
into a number of shares in the same manner as ownership interests in the Company are
converted into shares. The exercise price of outstanding options also shall be
equitably adjusted to prevent the enlargement or dilution of rights.



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In the event such an adjustment, the following shall apply, in addition to the other
provisions of this Section 1.5(c):




     (A) Shares Available for Grants. In the event of any change in
the number of shares of the class authorized under the Plan (the “Authorized
Class”)outstanding by reason of any stock dividend or split, reverse stock
split, recapitalization, merger, consolidation, combination or exchange of
shares or similar corporate change, the maximum number of such shares with
respect to which the Administrator may grant awards under Article II hereof
shall be appropriately adjusted by the Administrator. In the event of any
change in the number of such shares outstanding by reason of any other event
or transaction, the Administrator may, but need not, make such adjustments
in the number and class of shares with respect to which awards may be
granted under Article II hereof, as the Administrator may deem appropriate.




     (B) Outstanding Options — Increase or Decrease in Issued Shares
Without Consideration. In the event of any increase or decrease in the
number of issued shares resulting from a subdivision or consolidation of
shares of the Authorized Class or the payment of a stock dividend (but only
on the shares of the Authorized Class), or any other increase or decrease in
the number of such shares effected without receipt of consideration by the
Company, Subject to any required action by the stockholders of the Company,
the Administrator shall proportionally adjust the number of shares of the
Authorized Class subject to each outstanding option, the exercise
price-per-share of each such option.




     (iii) Outstanding Options — Certain Mergers. Subject to any required
action by the members of the Company, in the event that the Company shall be the
surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of membership interests receive
securities of another corporation), each option outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities which a holder
of the number of membership interests subject to such option would have received in
such merger or consolidation.




     (iv) Other than as set forth in Section 1.5(c)(ii), in the event of (1) a
dissolution or liquidation of the Company, (2) a sale of all or substantially all of
the Company’s assets, (3) a merger or consolidation involving the Company in which
the Company is not the surviving entity or (4) a merger or consolidation involving
the Company in which the Company is the surviving entity but the holders of
membership interests in the Company receive securities of another entity and/or
other property, including cash, the Administrator shall, in its sole discretion,
either:




     (A) following January 25, 2013, cancel, effective immediately prior to
the occurrence of such event, each option outstanding immediately



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prior to such event (whether or not then exercisable) and, in full
consideration of such cancellation, pay to the grantee to whom such option
was granted an amount in cash, for each Interest subject to such option,
equal to the excess of (x) the value, as determined by the Administrator in
its absolute discretion, of the property (including cash) received by the
holder of a membership interest equal to the membership interest represented
by that Interest as a result of such event over (y) the exercise price of
such option; or




     (B) provide for the exchange of each option outstanding immediately
prior to such event (whether or not then exercisable) for an option on some
or all of the property (including cash) which a holder of a membership
interest equal to the membership interest represented by the Interests
subject to such option immediately prior to such event would have received
as a result of such event and, incident thereto, make an equitable
adjustment as determined by the Administrator in its sole discretion in the
exercise price of the option, or the number of shares or amount of property
(including cash) subject to the option or, if appropriate, provide for a
cash payment to the grantee to whom such option was granted in partial
consideration for the exchange of the option.




     (v) Outstanding Options — Other Changes. In the event of any other
change in the capitalization of the Company or a corporate change other than those
specifically referred to in Sections 1.5(c)(ii) and 1.5(c)(iii) hereof, the
Administrator may, in its absolute discretion, make such adjustments to the
Interests subject to options outstanding on the date on which such change occurs and
in the exercise price of each such option as the Administrator may consider
appropriate to prevent dilution or enlargement of rights. In addition, following
January 25, 2013, if and to the extent the Administrator determines it is
appropriate, the Administrator may elect to cancel each option outstanding
immediately prior to such event (whether or not then exercisable), and, in full
consideration of such cancellation, pay to the grantee to whom such option was
granted an amount in cash, for each Interest subject to such option, equal to the
excess of (x) the Fair Market Value of Interests on the date of such cancellation
over (y) the option exercise price of such option.




     (vi) No Other Rights. Except as expressly provided in the Plan, no
grantee shall have any rights by reason of the payment of any dividend, any increase
or decrease in the number of membership interests or any dissolution, liquidation,
merger or consolidation of the Company or any other entity.



     1.6 Definitions of Certain Terms



          (a) The “Fair Market Value” of an Interest on any day shall be determined, in good faith, by
the Administrator in its sole discretion after an evaluation of relevant factors.







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          (b) A grantee shall be deemed to have terminated employment upon (i) the date the grantee
ceases to be employed by, or to provide consulting or advisory services for, the Company, any
Company subsidiary or Company joint venture, or any entity (or any of its subsidiaries) which
assumes the grantee’s award in a transaction to which section 424(a) of the Code applies; or (ii)
the date the grantee ceases to be a director; provided, however, that in the case of a grantee (x)
who is, at the time of reference, both an employee or consultant or advisor and a director, or (y)
who ceases to be engaged as an employee, consultant, advisor or director and immediately is engaged
in another of such relationships with the Company, any Company subsidiary or Company joint venture,
the grantee shall be deemed to have a “termination of employment” upon the later of the dates
determined pursuant to clauses (i) and (ii) of this Section 1.6(b). For purposes of clause (i) of
this Section 1.6(b), a grantee who continues his or her employment, consulting or advisory
relationship with: (A) a Company subsidiary subsequent to its sale by the Company, or (B) a
Company joint venture subsequent to the Company’s sale of its interests in such joint venture,
shall have a termination of employment upon the date of such sale. The Administrator may in its
discretion determine whether any leave of absence constitutes a termination of employment for
purposes of the Plan and the impact, if any, of any such leave of absence on awards theretofore
made under the Plan.




          (c) The term “employment” shall be deemed to mean an employee’s employment with, or a
consultant’s or advisor’s provision of services to, the Company, any Company subsidiary or any
Company joint venture.




          (d) In connection with a termination of employment for “cause”:





     (i) The term “cause” shall mean:




     (A) to the extent that there is an employment, severance or other
agreement governing the relationship between the grantee and the Company, a
Company subsidiary or a Company joint venture, which agreement contains a
definition of “cause,” cause shall consist of those acts or omissions that
would constitute “cause” under such agreement; and




     (B) to the extent that there is no such agreement as provided for in
subsection (d)(i)(A) above, the grantee’s termination of employment by the
Company or an affiliate on account of any one or more of the following:




	 	(1)	 	grantee’s willful and intentional
failure or refusal, continuing after notice that identifies the
breach(es) complained of, to perform substantially his or her
material duties, responsibilities and obligations (other than a
failure resulting from grantee’s incapacity due to physical or
mental illness or other reasons beyond the control of grantee);




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	 	(2)	 	any willful and intentional act
or failure to act involving fraud, misrepresentation, theft,
embezzlement, dishonesty or moral turpitude (collectively,
“Fraud”);
	 
	 	(3)	 	any unauthorized use or
disclosure by the grantee of confidential information or trade
secrets of the Company (or any affiliated entity);
	 
	 	(4)	 	any intentional wrongdoing by
such person whether by omission or commission, which materially
adversely affects the business or affairs of the Company (or any
affiliated entity); and
	 
	 	(5)	 	conviction of (or a plea of nolo
contendere to) an offense which is a felony in the jurisdiction
involved or which is a misdemeanor in the jurisdiction involved
but which involves Fraud.






     (ii) For purposes of determining whether cause exists:




     (A) to the extent that an agreement described in subsection (d)(i)(A)
above provides a procedure for the determination of whether cause exists,
such procedure shall apply with respect to a determination of whether a
grantee’s employment is (or is deemed to have been) terminated for cause for
purposes of the Plan; and




     (B) to the extent that there is no such agreement as provided for in
Section 1.6(d)(i)(A) hereof or such agreement does not provide a procedure
for the determination of whether cause exists:




	 	(1)	 	the determination of whether a
grantee’s employment is (or is deemed to have been) terminated
for cause for purposes of the Plan or any option hereunder shall
be made by the Administrator in its sole discretion;
	 
	 	(2)	 	any rights the Company may have
hereunder in respect of the events giving rise to cause shall be
in addition to the rights the Company may have under any other
agreement with a grantee or at law or in equity;
	 
	 	(3)	 	if, subsequent to a grantee’s
voluntary termination of employment or involuntary termination
of employment without cause, it is discovered that the grantee’s
employment could have been terminated for cause, the
Administrator may deem such grantee’s employment to have been
terminated for cause; and




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	 	(4)	 	a grantee’s termination of
employment for cause shall be effective as of the date of the
occurrence of the event giving rise to cause, regardless of when
the determination of cause is made.





ARTICLE II

Options Under the Plan




     2.1 Certificates Evidencing Options



          Each option granted under the Plan shall be evidenced by a written certificate (an “option
certificate”) which shall contain such provisions as the Administrator may in its sole discretion
deem necessary or desirable. By accepting an option pursuant to the Plan, a grantee thereby agrees
that the option shall be subject to all of the terms and provisions of the Plan and the applicable
option certificate.




     2.2 Terms of Options



          (a) Option Grants. The Administrator may grant incentive stock options and
non-qualified stock options to purchase Interests to such key persons, and in such amounts and
subject to such vesting and forfeiture provisions and other terms and conditions, as the
Administrator shall determine in its sole discretion, subject to the provisions of the Plan. The
Administrator may not grant incentive stock options to non-employees. If the option certificate
does not specify that an Option is an incentive stock option, such Option shall be a non-qualified
option.




          (b) Option Exercise Price. Each option certificate with respect to an option shall
set forth the amount (the “option exercise price”) payable by the grantee to the Company upon
exercise of the option evidenced thereby. The option exercise price per Interest shall be
determined by the Administrator in its sole discretion; provided, however, that the option exercise
price per Interest shall be at least 100% of the Fair Market Value of an Interest on the date the
option is granted, and in no event less than the book value (as determined by the Administrator in
its sole discretion based on U.S. generally accepted accounting principles) of an Interest.




          (c) Exercise Period. Each option certificate with respect to an option shall set
forth the periods during which the option evidenced thereby shall be exercisable, whether in whole
or in part. Such periods shall be determined by the Administrator in its sole discretion, subject
to the following:





     (i) Ten-Year Limit. No option shall be exercisable more than 10 years
after the date of grant.




     (ii) Beginning of Exercise Period. Notwithstanding the determination
to vest options or portions thereof prior to January 25, 2013, an option shall not
become exercisable prior to January 25, 2013.



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     (iii) End of Exercise Period. Unless the applicable option certificate
otherwise provides, once an installment becomes exercisable, it shall remain
exercisable until the earlier of (A) the tenth anniversary of the date of grant of
the option or (B) the expiration, cancellation or termination of the option.




     (iv) Timing and Extent of Exercise. Unless the applicable option
certificate otherwise provides, an option may be exercised from time to time as to
all or part of the Interests as to which such option is then exercisable.




     (v) Incentive Stock Option Limitation: Exercisability. To the extent
that the aggregate Fair Market Value (determined as of the time the option is
granted) of the Interests with respect to which incentive stock options are first
exercisable by any employee during any calendar year shall exceed $100,000, or such
higher amount as may be permitted from time to time under section 422 of the Code,
such options shall be treated as non-qualified stock options.




     (vi) Incentive Stock Option Limitation: 10% Owners. Notwithstanding
Sections 2.2(b) and 2.2(c)(i), an incentive stock option may not be granted under
the Plan to an individual who, at the time the option is granted, owns Interests
possessing more than 10% of the total combined voting power of all classes of
Interests unless (i) at the time such incentive stock option is granted the option
exercise price is at least 110% of the Fair Market Value of the Interests subject
thereto and (ii) the incentive stock option by its terms is not exercisable after
the expiration of 5 years from the date it is granted.




     (vii) Termination of Employment — Generally. Except as otherwise
provided below or in the applicable option certificate, a grantee whose employment
terminates may exercise any outstanding option on the following terms and
conditions: (A) exercise may be made only to the extent that the grantee was
entitled to exercise the option on the termination of employment date; and (B)
exercise must occur within three months after termination of employment but in no
event after the original expiration date of the option.




     (viii) Termination for Cause. If a grantee’s employment is terminated
for cause, all options not theretofore exercised shall terminate upon the
commencement of business on the date of the grantee’s termination of employment.




     (ix) Disability. If a grantee’s employment is terminated by reason of
a disability (as defined below), then any outstanding option shall be exercisable on
the following terms and conditions: (A) exercise may be made only to the extent that
the grantee was entitled to exercise the option on the termination of employment
date; and (B) exercise must occur by the earlier of (I) the first anniversary of the
grantee’s termination of employment, or (II) the original expiration date of the
option. For this purpose “disability” shall mean any physical or mental condition
that would qualify a grantee for a disability benefit under the long-term disability
plan maintained by the Company or, if there is no



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such long-term disability plan, a physical or mental condition that prevents
the grantee from performing the essential functions of the grantee’s position (with
or without reasonable accommodation) for a period of three consecutive months. The
existence of a disability shall be determined by the Administrator in its sole
discretion.




     (x) Death.




     (A) Termination of Employment as a Result of Grantee’s Death.
If a grantee’s employment terminates as the result of death, then any
outstanding option shall be exercisable on the following terms and
conditions: (I) exercise may be made only to the extent that the grantee was
entitled to exercise the option on the date of death; and (II) exercise must
occur by the earlier of (1) the first anniversary of the grantee’s date of
death, or (2) the original expiration date of the option.




     (B) Death Subsequent to a Termination of Employment. If a
grantee dies subsequent to terminating employment but prior to the
expiration of the exercise period with respect to an option, then the option
shall remain exercisable until the earlier to occur of (I) the first
anniversary of the grantee’s date of death or (II) the original expiration
date of the option.




     (C) Restrictions on Exercise Following Death. Any such
exercise of an option following a grantee’s death shall be made only by the
grantee’s executor or administrator or other duly appointed representative
reasonably acceptable to the Administrator, unless the grantee’s will
specifically disposes of such option, in which case such exercise shall be
made only by the recipient of such specific disposition. If a grantee’s
personal representative or the recipient of a specific disposition under the
grantee’s will shall be entitled to exercise any option pursuant to the
preceding sentence, such representative or recipient shall be bound by all
the terms and conditions of the Plan and the applicable option certificate
which would have applied to the grantee.




     (xi) Mandatory Exercise or Forfeiture. To the extent
required by the Office of the Comptroller of the Currency (the
“OCC”) or such other governmental office or agency as shall be the
Company’s primary federal regulator, in the event that the Company’s
capital is less than the minimum requirements specified from time to
time by the OCC (or such other regulator), the Administrator shall
inform grantees that all outstanding options shall expire as of a
specified date, unless exercised before such date.



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     2.3 Exercise of Options



          Subject to the other provisions of this Article II, each option granted under the Plan shall
be exercisable as follows:




          (a) Notice of Exercise. An option shall be exercised by the filing of a written
notice with the Company or the Company’s designated exchange agent (the “exchange agent”), on such
form and in such manner as the Administrator shall prescribe.




          (b) Payment of Exercise Price. Any written notice of exercise of an option shall be
accompanied by payment for the membership interests being purchased. Such payment shall be made:
(i) by certified or official bank check (or the equivalent thereof acceptable to the Company or its
exchange agent) for the full option exercise price; or (ii) to the extent applicable, via a
brokered cashless exercise.




          (c) Recording of Interests Upon Exercise. Promptly after receiving payment of the
full option exercise price, the Company or its exchange agent shall record the grantee as the
holder of the membership interests represented by such Interests.




          (d) No Rights as a Member. No grantee of an option (or other person having the right
to exercise such option) shall have any of the rights of a member of the Company with respect to
Interests subject to such option until such person is recorded as the owner of the membership
interests represented by such Interests. No adjustment shall be made for distributions or other
rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for
which the record date is prior to the date of such recording.




     2.4 Transferability of Options



          Except as otherwise provided in an applicable option certificate evidencing an option, during
the lifetime of a grantee, each option granted to a grantee shall be exercisable only by the
grantee and no option shall be assignable or transferable otherwise than by will or by the laws of
descent and distribution or as a result of disability of the grantee. The Administrator may, in
any applicable option certificate evidencing an option, permit a grantee to transfer all or some of
the options (a) at any time, to (1) a trust or trusts for the exclusive benefit of the grantee or
(2) a revocable trust or trusts for the benefit of the grantee’s spouse, children or grandchildren
(“immediate family members”) and (b) no earlier than January 25, 2013, to (1) the grantee’s
immediate family members or (2) a trust or trusts for the exclusive benefit of such immediate
family members. Following any such transfer, any transferred options shall continue to be subject
to the same terms and conditions as were applicable immediately prior to the transfer.




ARTICLE III

Miscellaneous




     3.1 Amendment of the Plan; Modification of Options



          (a) Amendment of the Plan. The Managing Member may from time to time suspend,
discontinue, revise or amend the Plan in any respect whatsoever, except that no such amendment
shall materially impair any rights or materially increase any obligations under any






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option theretofore made under the Plan without the consent of the grantee (or, upon the
grantee’s death, the person having the right to exercise the option). For purposes of this Section
3.1, any action of the Managing Member or the Administrator that in any way alters or affects the
tax treatment of any option or that in the sole discretion of the Managing Member is necessary to
prevent an option from being subject to tax under Section 409A of the Code shall not be considered
to materially impair any rights of any grantee. The Managing Member, in its sole discretion, shall
determine whether to submit any amendment of the Plan to the Company’s members for approval.




          (b) Modification of Options. The Administrator in its sole discretion may amend any
outstanding option certificate, including, without limitation, by amendment which would: (i)
accelerate the time or times at which the option may be exercised; (ii) waive or amend any goals,
restrictions or conditions set forth in the option certificate; or (iii) waive or amend any
applicable provision of the Plan or option certificate with respect to the termination of the
option upon termination of employment. However, any such cancellation or amendment (other than an
amendment pursuant to Section 1.5(c) hereof) that materially impairs the rights or materially
increases the obligations of a grantee under an outstanding option shall be made only with the
consent of the grantee (or, upon the grantee’s death, the person having the right to exercise the
option). No amendment may change the exercise price of an Option except in connection with a
reorganization, recapitalization or similar event.




     3.2 Consent Requirement



          (a) No Plan Action Without Required Consent. If the Administrator shall at any time
determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any option under the Plan, the issuance or purchase of
membership interests or exercise of other rights hereunder, or the taking of any other action
hereunder (each such action being hereinafter referred to as a “Plan action”), then such Plan
action shall not be taken or permitted, in whole or in part, unless and until such consent shall
have been effected or obtained to the full satisfaction of the Administrator.




          (b) Consent Defined. The term “consent” as used herein with respect to any Plan
action means (i) any and all listings, registrations or qualifications in respect thereof upon any
securities exchange or under any federal, state or local law, rule or regulation; (ii) any and all
written agreements and representations by the grantee with respect to the disposition of membership
interests, or with respect to any other matter, which the Administrator shall in its sole
discretion deem necessary or desirable to comply with the terms of any such listing, registration
or qualification or to obtain an exemption from the requirement that any such listing,
qualification or registration be made; and (iii) any and all consents, clearances and approvals in
respect of a Plan action by any governmental or other regulatory bodies.




     3.3 Certain Agreements



          The Administrator shall require as a condition to the receipt of membership interests pursuant
to an option that the grantee or any other person receiving membership interests pursuant to the
award execute and become a party to the Bond Street Holdings, LLC Limited Liability Company
Agreement.







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     3.4 Withholding Taxes



          The Company shall be entitled to require as a condition of exercise of an option that the
grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy all
federal, state and other governmental tax withholding requirements related to such exercise. With
the approval of the Administrator, which the Administrator shall have sole discretion whether or
not to give, the grantee may satisfy the foregoing condition by electing to have the Company
withhold from delivery membership interests having a value equal to the amount of tax to be
withheld. Such membership interests shall be valued at their Fair Market Value as of the date on
which the amount of tax to be withheld is determined. Such a withholding election may be made with
respect to the entire or any portion of the membership interests to be acquired pursuant to an
option.




     3.5 Notification Upon Disqualifying Disposition Under Section 421(b) of the Code



          An individual who receives an incentive stock option shall be required to notify the Company
of any disposition of Interests issued pursuant to the exercise of such option under the
circumstances described in section 421(b) of the Code (relating to certain disqualifying
dispositions), within 10 days of such disposition.




     3.6 Right of Discharge Reserved



          Nothing in the Plan or in any option certificate shall confer upon any grantee the right to
continue employment with the Company or affect any right which the Company may have to terminate
such employment.




     3.7 Nature of Payments



          (a) Consideration for Services Performed. Any and all grants of options and issuances
of membership interests under the Plan shall be in consideration of services performed for the
Company by the grantee.




          (b) Not Taken into Account for Benefits. All such grants and issuances shall
constitute a special incentive payment to the grantee and shall not be taken into account in
computing the amount of salary or compensation of the grantee for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan
of the Company or under any agreement between the Company and the grantee, unless such plan or
agreement specifically otherwise provides.




     3.8 Non-Uniform Determinations



          The Administrator’s determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive, or who are eligible to receive, options under the Plan
(whether or not such persons are similarly situated) and among Options to the same person .
Without limiting the generality of the foregoing, the Administrator shall be entitled, among other
things, to make non-uniform and selective determinations, and to enter into non-uniform and
selective option certificates, as to (a) the persons to receive options under the






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Plan, (b) the terms and provisions of options under the Plan, and (c) the treatment of leaves
of absence pursuant to Section 1.6(b) hereof and (d) the treatment of Options under Section 1.5.




     3.9 Other Payments or Options



          Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from
making any option or payment to any person under any other plan, arrangement or understanding,
whether now existing or hereafter in effect.




     3.10 Headings



          Any section, subsection, paragraph or other subdivision headings contained herein are for the
purpose of convenience only and are not intended to expand, limit or otherwise define the contents,
meaning or interpretation of any thereof.




     3.11 Effective Date and Term of Plan



          (a) Adoption. The Plan was adopted on November 3, 2009, subject to approval by the
Company’s members. If the Company’s members do not approve the Plan within 12 months of the date
that the Plan was adopted, the Plan shall be null and void.




          (b) Termination of Plan. Unless sooner terminated by the Managing Member, the Plan
shall expire on the fifth anniversary of the date adopted or, if sooner, when all of the Interests
and membership interests authorized for issuance under the Plan have been issued.




     3.12 Deferred Compensation



          The Plan is intended to comply with the requirements of Section 409A of the Code so as not to
be subject to tax under Section 409A, and shall be interpreted accordingly.




     3.13 Governing Law



          Except to the extent preempted by any applicable federal law, the Plan will be construed and
administered in accordance with the laws of Delaware, without giving effect to principles of
conflict of laws.





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