d1051401_ex4-3.htm


    Exhibit
4.3


       

      OCEANFREIGHT
INC.

      2010
EQUITY INCENTIVE PLAN

       

      ARTICLE
I.

      General

       

      1.1.           Purpose

       

      The
OceanFreight Inc. 2010 Equity Incentive Plan (the “Plan”) is designed to provide
certain key Persons (as defined below), whose initiative and efforts are deemed
to be important to the successful conduct of the business of OceanFreight Inc.
(the “Company”), with incentives to (a) enter into and remain in the service of
the Company or its Affiliates (as defined below), (b) acquire a proprietary
interest in the success of the Company, (c) maximize their performance and (d)
enhance the long-term performance of the Company.

       

      1.2.           Administration

       

      (a)           Administration.  The
Plan shall be administered by the Compensation Committee (the “Compensation
Committee”) of the Company’s Board of Directors (the “Board”), or such other
committee of the Board as may be designated by the Board to administer the Plan
(the “Administrator”); provided that (i) in
the event the Company is subject to Section 16 of the U.S. Securities Exchange
Act of 1934, as amended (the “1934 Act”), the Administrator shall be composed of
two or more directors, each of whom is a “Non-Employee Director” (a
“Non-Employee Director”) under Rule 16b-3 (as promulgated and interpreted by the
Securities and Exchange Commission (the “SEC”) under the 1934 Act, or any
successor rule or regulation thereto as in effect from time to time), and (ii)
the Administrator shall be composed solely of two or more directors who are
independent directors” under the rules of any stock exchange on which the
Company’s Common Stock (as defined below) is traded; provided further, however,
that, (A) the requirement in the preceding clause (i) shall apply only when
required to exempt an Award intended to qualify for an exemption under the
applicable provisions referenced therein, (B) the requirement in the preceding
clause (ii) shall apply only when required pursuant to the applicable rules of
the applicable stock exchange and (C) if at any time the Administrator is not so
composed as required by the preceding provisions of this sentence, that fact
will not invalidate any grant made, or action taken, by the Administrator
hereunder that otherwise satisfies the terms of the Plan.  Subject to
the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Administrator by the Plan, the
Administrator shall have the full power and authority to: (1) designate the
Persons to receive Awards (as defined below) under the Plan; (2) determine the
types of Awards granted to a participant under the Plan; (3) determine the
number of shares to be covered by, or with respect to which payments, rights or
other matters are to be calculated with respect to, Awards; (4) determine the
terms and conditions of any Awards; (5) determine whether, and to what extent,
and under what circumstances, Awards may be settled or exercised in cash,
shares, other securities, other Awards or other property, or cancelled,
forfeited or suspended, and the methods by which Awards may be
settled, exercised, cancelled, forfeited or suspended; (6) determine whether, to
what extent, and under what circumstances cash, shares, other securities, other
Awards, other property and other amounts payable with respect to an Award shall
be deferred, either automatically or at the election of the holder thereof or
the Administrator; (7) construe, interpret and implement the Plan and any Award
Agreement (as defined below); (8) prescribe, amend, rescind or waive rules and
regulations relating to the Plan, including rules governing its operation, and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (9) make all determinations necessary or advisable in administering
the Plan; (10) correct any defect, supply any omission and reconcile any
inconsistency in the Plan or any Award Agreement; and (11) make any other
determination and take any other action that the Administrator deems necessary
or desirable for the administration of the Plan.  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 Administrator, may be made at
any time and shall be final, conclusive and binding upon all
Persons.

       

      
        
          
          

        

        
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      (b)           General Right of
Delegation.  Except to the extent prohibited by applicable law,
the applicable rules of a stock exchange or any charter, by-laws or other
agreement governing the Administrator, the Administrator may delegate all or any
part of its responsibilities to any Person or Persons selected by it and may
revoke any such allocation or delegation at any time.

       

      (c)           Indemnification.  No
member of the Board, the Administrator or any employee of the Company or any of
its Affiliates (each such Person, a “Covered Person”) shall be liable for any
action taken or omitted to be taken or any determination made in good faith with
respect to the Plan or any Award hereunder.  Each Covered Person shall
be indemnified and held harmless by the Company against and from (i) any loss,
cost, liability or expense (including attorneys’ fees) that may be imposed upon
or incurred by such Covered Person in connection with or resulting from any
action, suit or proceeding to which such Covered Person may be a party or in
which such Covered Person may be involved by reason of any action taken or
omitted to be taken under the Plan or any Award Agreement and (ii) any and all
amounts paid by such Covered Person, with the Company’s approval, in settlement
thereof, or paid by such Covered Person in satisfaction of any judgment in any
such action, suit or proceeding against such Covered Person; provided that the
Company shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding and, once the Company gives notice of its intent to
assume the defense, the Company shall have sole control over such defense with
counsel of the Company’s choice.  The foregoing right of
indemnification shall not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person’s bad faith, fraud or willful criminal act or
omission or that such right of indemnification is otherwise prohibited by law or
by the Company’s Articles of Incorporation or Bylaws.  The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under the Company’s
Articles of Incorporation or Bylaws,
as a matter of law, or otherwise, or any other power that the Company may have
to indemnify such Persons or hold them harmless.

       

      (d)           Delegation of Authority to
Senior Officers.  The Administrator may, in accordance with the
terms of Section 1.2(b), delegate, on such terms and conditions as it
determines, to one or more senior officers of the Company the authority to make
grants of Awards to employees (other than officers) of the Company and its
Subsidiaries (including any such prospective employee) and consultants of the
Company and its Subsidiaries; provided, however, that in no
event shall any such officer be delegated the authority to grant Awards to, or
amend Awards held by, the following individuals: (i) individuals who are subject
to Section 16 of the 1934 Act, or (ii) officers of the Company (or directors of
the Company) to whom authority to grant or amend Awards has been delegated
hereunder.

       

      (e)           Awards to Non-Employee
Directors.  Notwithstanding anything to the contrary contained
herein, the Board may, in its sole discretion, at any time and from time to
time, grant Awards to Non-Employee Directors or administer the Plan with respect
to such Awards.  In any such case, the Board shall have all the
authority and responsibility granted to the Administrator herein.

       

      
        
          
          

        

        
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      1.3.           Persons
Eligible for Awards

       

      The
Persons eligible to receive Awards under the Plan are those directors, officers
and employees (including any prospective officer or employee) of the Company and
its Subsidiaries and Affiliates and consultants and service providers (including
individuals who are employed by or provide services to any entity that is itself
such a consultant or service provider) to the Company and its Subsidiaries and
Affiliates (collectively, “Key Persons”) as the Administrator shall
select.

       

      1.4.           Types
of Awards

       

      Awards
may be made under the Plan in the form of (a) stock options, (b) stock
appreciation rights, (c) restricted stock, (d) restricted stock units and (e)
unrestricted stock, all as more fully set forth in the Plan.  The term
“Award” means any of the foregoing that are granted under the Plan.

       

      1.5.           Shares
Available for Awards; Adjustments for Changes in Capitalization

       

      (a)           Maximum
Number.  Subject to adjustment as provided in Section 1.5(c),
the aggregate number of shares of Class A common stock of the Company, par value
$0.01 (“Common Stock”), with respect to which Awards may at any time be granted
under the Plan shall be 30,000,000.  The following shares of Common
Stock shall again become available for Awards under the Plan: (i) any shares
that are subject to an Award under the Plan and that remain unissued upon the
cancellation or termination of such Award for any reason whatsoever; (ii) any
shares of restricted stock forfeited pursuant to the Plan or the applicable
Award Agreement; provided that any
dividend equivalent rights with respect to such shares that have not theretofore
been directly remitted to the grantee are also forfeited; and (iii) any shares
in respect of which an Award is
settled for cash without the delivery of shares to the grantee.  Any
shares tendered or withheld to satisfy the grant or exercise price or tax
withholding obligation pursuant to any Award shall again become available to be
delivered pursuant to Awards under the Plan.

       

      (b)           Source of
Shares.  Shares issued pursuant to the Plan may be authorized
but unissued Common Stock or treasury shares.  The Administrator may
direct that any stock certificate evidencing shares issued pursuant to the Plan
shall bear a legend setting forth such restrictions on transferability as may
apply to such shares.

       

      (c)           Adjustments.  (i)  In
the event that any dividend or other distribution (whether in the form of cash,
Company shares, other securities or other property), stock split, reverse stock
split, reorganization, merger, consolidation, split-up, combination, repurchase
or exchange of Company shares or other securities of the Company, issuance of
warrants or other rights to purchase Company shares or other securities of the
Company, or other similar corporate transaction or event, other than an Equity
Restructuring, affects the Company shares such that an adjustment is determined
by the Administrator to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an Award, then the Administrator shall, in
such manner as it may deem equitable, adjust any or all of the number of shares
or other securities of the Company (or number and kind of other securities or
property) with respect to which Awards may be granted under the
Plan.

       

      
        
          
          

        

        
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      (ii)      The
Administrator is authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or nonrecurring
events (including the events described in Section 1.5(c)(i) or the occurrence of
a Change in Control (as defined below), other than an Equity Restructuring)
affecting the Company, any of its Affiliates, or the financial statements of the
Company or any of its Affiliates, or of changes in applicable rules, rulings,
regulations or other requirements of any governmental body or securities
exchange, accounting principles or law, whenever the Administrator determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an Award, including providing for (A)
adjustment to (1) the number of shares or other securities of the Company (or
number and kind of other securities or property) subject to outstanding Awards
or to which outstanding Awards relate and (2) the Exercise Price (as defined
below) with respect to any Award and (B) a substitution or assumption of Awards,
accelerating the exercisability or vesting of, or lapse of restrictions on,
Awards, or accelerating the termination of Awards by providing for a period of
time for exercise prior to the occurrence of such event, or, if deemed
appropriate or desirable, providing for a cash payment to the holder of an
outstanding Award in consideration for the cancellation of such Award (it being
understood that, in such event, any option or stock appreciation right having a
per share Exercise Price equal to, or in excess of, the Fair Market Value (as
defined below) of a share subject to such option or stock appreciation right may
be cancelled and terminated without any payment or consideration therefor; provided, however, that with
respect to options and stock appreciation rights, unless otherwise determined
by the Administrator, such adjustment shall be made in accordance with the
provisions of Section 424(h) of the Code.

       

      (iii)           In
the event of (A) a dissolution or liquidation of the Company, (B) a sale of all
or substantially all the Company’s assets or (C) a merger, reorganization or
consolidation involving the Company or one of its Subsidiaries (as defined
below), the Administrator shall have the power to:

       

      (1)  provide
that outstanding options, stock appreciation rights and/or restricted stock
units (including any related dividend equivalent right) shall either continue in
effect, be assumed or an equivalent award shall be substituted therefor by the
successor corporation or a parent corporation or subsidiary
corporation;

       

      (2)  cancel,
effective immediately prior to the occurrence of such event, options, stock
appreciation rights and/or restricted stock units (including each dividend
equivalent right related thereto) outstanding immediately prior to such event
(whether or not then exercisable) and, in full consideration of such
cancellation, pay to the holder of such Award a cash payment in an amount equal
to the excess, if any, of the Fair Market Value (as of a date specified by the
Administrator) of the shares subject to such Award over the aggregate Exercise
Price of such Award (it being understood that, in such event, any option or
stock appreciation right having a per share Exercise Price equal to, or in
excess of, the Fair Market Value of a share subject to such option or stock
appreciation right may be cancelled and terminated without any payment or
consideration therefor); or

       

      (3)  notify
the holder of an option or stock appreciation right in writing or electronically
that each option and stock appreciation right shall be fully vested and
exercisable for a period of 30 days from the date of such notice, or such
shorter period as the Administrator may determine to be reasonable, and the
option or stock appreciation right shall terminate upon the expiration of such
period (which period shall expire no later than immediately prior to the
consummation of the corporate transaction).

       

      
        (iv)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding
anything to the contrary in this Section 1.5(c):

      

       

      (A)           The
number and type of securities or other property subject to each outstanding
Award and the Exercise Price or grant price thereof, if applicable, shall be
equitably adjusted; and

       

      (B)           The
Administrator shall make such equitable adjustments, if any, as the
Administrator 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, adjustments of the limitations set forth in
Sections 1.5(a)).  The adjustments provided under this Section
1.5(c)(iv) shall be nondiscretionary and shall be final and binding on the
affected participant and the Company.

       

      
        
          
          

        

        
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      1.6.           Definitions
of Certain Terms

       

      (a)           The
“Fair Market Value” of a share of Common Stock on any day shall be the closing
price on the stock exchange upon which such shares are listed, as reported for
such day in The Wall Street Journal, or, if no such price is reported for such
day, the average of the high bid and low asked price of Common Stock as reported
for such day.  If no quotation is made for the applicable day, the
Fair Market Value of a share of Common Stock on such day shall be determined in
the manner set forth in the preceding sentence for the next preceding trading
day.  Notwithstanding the foregoing, if there is no reported closing
price or high bid/low asked price that satisfies the preceding sentences, or if
otherwise deemed necessary or appropriate by the Administrator, the Fair Market
Value of a share of Common Stock on any day shall be determined by such methods
and procedures as shall be established from time to time by the
Administrator.  The “Fair Market Value” of any property other than
Common Stock shall be the fair market value of such property determined by such
methods and procedures as shall be established from time to time by the
Administrator.

       

      (b)           Unless
otherwise set forth in an Award Agreement, in connection with a termination of
employment or consultancy/service relationship or a dismissal from Board
membership, for purposes of the Plan, the term “for Cause” shall be defined as
follows:

       

      (i)      if
there is an employment, severance, consulting, service, change in control or
other agreement governing the relationship between the grantee, on the one hand,
and the Company or any of its Affiliates, on the other hand, that contains a
definition of “cause” (or similar phrase), for purposes of the Plan, the term
“for Cause” shall mean those acts or omissions that would constitute “cause”
under such agreement; or

       

      (ii)      if
the preceding clause (i) is not applicable to the grantee, for purposes of the
Plan, the term “for Cause” shall mean any of the following:

       

      (A)         any
failure by the grantee substantially to perform the grantee’s employment or
consulting/service or Board membership duties;

       

      (B)         any
excessive unauthorized absenteeism by the grantee;

       

      (C)         any
refusal by the grantee to obey the lawful orders of the Board or any other
Person to whom the grantee reports;

       

      (D)         any
act or omission by the grantee that is or may be injurious to the Company or any
of its Affiliates, whether monetarily, reputationally or otherwise;

       


      
        
           


        

        
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      (E)         any
act by the grantee that is inconsistent with the best interests of the Company
or any of its Affiliates;

       

      (F)         the
grantee’s gross negligence that is injurious to the Company or any of its
Affiliates, whether monetarily, reputationally or otherwise;

       

      (G)         the
grantee’s material violation of any of the policies of the Company or any of its
Affiliates, as applicable, including, without limitation, those policies
relating to discrimination or sexual harassment;

       

      (H)         the
grantee’s material breach of his or her employment or service contract with the
Company or any of its Affiliates;

       

      (I)         the
grantee’s unauthorized (1) removal from the premises of the Company or any of
its Affiliates of any document (in any medium or form) relating to the Company
or any of its Affiliates or the customers or clients of the Company or any of
its Affiliates or (2) disclosure to any Person or entity of any of the
Company’s, or any of its Affiliate’s, confidential or proprietary
information;

       

      (J)         the
grantee’s being convicted of, or entering a plea of guilty or nolo contendere
to, any crime that constitutes a felony or involves moral turpitude;
and

       

      (K)         the
grantee’s commission of any act involving dishonesty or fraud.

       

      Any
rights the Company or any of its Affiliates may have under the Plan in respect
of the events giving rise to a termination or dismissal “for Cause” shall be in
addition to any other rights the Company or any of its Affiliates may have under
any other agreement with a grantee or at law or in equity.  Any
determination of whether a grantee’s employment, consultancy/service
relationship or Board membership is (or is deemed to have been) terminated “for
Cause” shall be made by the Administrator.  If, subsequent to a
grantee’s voluntary termination of employment or consultancy/service
relationship or voluntarily resignation from the Board or involuntary
termination of employment or consultancy/service relationship without Cause or
removal from the Board other than “for Cause”, it is discovered that the
grantee’s employment or consultancy/service relationship or Board membership
could have been terminated “for Cause”, the Administrator may deem such
grantee’s employment or consultancy/service relationship or Board membership to
have been terminated “for Cause” upon such discovery and determination by the
Administrator.

       

      (c)           “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by,
controls or is under common control with, the Company and (ii) any entity in
which the Company has a significant equity interest, in either case as
determined by the Administrator.

       


      
        
           


        

        
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      (d)           “Subsidiary”
shall mean any entity in which the Company, directly or indirectly, has a 50% or
more equity interest.

       

      (e)           “Exercise
Price” shall mean (i) in the case of options, the price specified in the
applicable Award Agreement as the price-per-share at which such share can be
purchased pursuant to the option or (ii) in the case of stock appreciation
rights, the price specified in the applicable Award Agreement as the reference
price-per-share used to calculate the amount payable to the
grantee.

       

      (f)           “Equity
Restructuring” shall mean a non-reciprocal transaction between the Company and
its stockholders, such as a 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 thereof and causes a change in the per share value of the shares
underlying outstanding Awards.

       

      (g)           “Person”
shall mean any individual, firm, corporation, partnership, limited liability
company, trust, incorporated or unincorporated association, joint venture, joint
stock company, governmental body or other entity of any kind.

       

      (h)           “Repricing”
shall mean (i) lowering the Exercise Price of an option or a stock appreciation
right after it has been granted, (ii) cancellation of an option or a stock
appreciation right in exchange for cash or another Award when the Exercise Price
exceeds the Fair Market Value of the underlying shares subject to the Award and
(iii) any other action with respect to an option or a stock appreciation right
that is treated as a repricing under (A) generally accepted accounting
principles or (B) any applicable stock exchange rules.

       

       

      ARTICLE
II.

      Awards
Under The Plan

       

      2.1.           Agreements
Evidencing Awards

       

      Each
Award granted under the Plan shall be evidenced by a written certificate (“Award
Agreement”), which shall contain such provisions as the Administrator may deem
necessary or desirable and which may, but need not, require execution or
acknowledgment by a grantee.  The Award shall be subject to all of the
terms and provisions of the Plan and the applicable Award
Agreement.

       

      2.2.           Grant
of Stock Options and Stock Appreciation Rights

       

      (a)           Stock Option
Grants.  The Administrator may grant stock options (“options”)
to purchase shares of Common Stock from the Company 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, subject to the
provisions of the Plan.  No option will be treated as an “incentive
stock option” for purposes of the Code.  The Administrator shall not
grant an Award in the form of stock options to an individual who is then subject
to the requirements of Section 409A of the Code with respect to such Award if
the Common Stock (as defined below) underlying such
Award does not then qualify as “service recipient stock” for purposes of Section
409A.

       

      
        
          
          

        

        
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      (b)           Stock Appreciation Right
Grants; Types of Stock Appreciation Rights.  The
Administrator may grant stock appreciation rights 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, subject to the
provisions of the Plan.  The terms of a stock appreciation right may
provide that it shall be automatically exercised for a payment upon the
happening of a specified event that is outside the control of the grantee and
that it shall not be otherwise exercisable.  Stock appreciation rights
may be granted in connection with all or any part of, or independently of, any
option granted under the Plan.  The Administrator shall not grant an
Award in the form of stock appreciation rights to any Key Person (i) who is then
subject to the requirements of Section 409A of the Code with respect to such
Award if the Common Stock (as defined below) underlying such Award does not then
qualify as “service recipient stock” for purposes of Section 409A or (ii) if
such Award would create adverse tax consequences for such Key Person under
Section 457A of the Code.

       

      (c)           Nature of Stock Appreciation
Rights.  The grantee of a stock appreciation right shall have
the right, subject to the terms of the Plan and the applicable Award Agreement,
to receive from the Company an amount equal to (i) the excess of the Fair Market
Value of a share of Common Stock on the date of exercise of the stock
appreciation right over the Exercise Price of the stock appreciation right,
multiplied by (ii) the number of shares with respect to which the stock
appreciation right is exercised.  Each Award Agreement with respect to
a stock appreciation right shall set forth the Exercise Price of such Award and,
unless otherwise specifically provided in the Award Agreement, the Exercise
Price of a stock appreciation right shall equal the Fair Market Value of a share
of Common Stock on the date of grant; provided that in no
event may such Exercise Price be less than the greater of (A) the Fair Market
Value of a share of Common Stock on the date of grant and (B) the par value of a
share of Common Stock.  Payment upon exercise of a stock appreciation
right shall be in cash or in shares of Common Stock (valued at their Fair Market
Value on the date of exercise of the stock appreciation right) or any
combination of both, all as the Administrator shall
determine.  Repricing of stock appreciation rights granted under the
Plan shall not be permitted (1) to the extent such action could cause adverse
tax consequences to the grantee under Sections 409A or 457A of the Code or (2)
without prior shareholder approval, to the extent such approval would be
required to be obtained by the Company pursuant to the rules of any applicable
stock exchange on which the Common Stock is then listed, and any action that
would be deemed to result in a Repricing of a stock appreciation right shall be
deemed null and void if it would cause such adverse tax consequences or if any
requisite shareholder approval related thereto is not obtained prior to the
effective time of such action.  Upon the exercise of a stock
appreciation right granted in connection with an option, the number of shares
subject to the option shall be reduced by the number of shares with respect to
which the stock appreciation right is exercised.  Upon the exercise of
an option in connection with which a stock appreciation right has been granted,
the number of shares subject to the stock appreciation right shall be reduced by
the number of shares with respect to which the option is exercised.

       

      (d)           Option Exercise
Price.  Each Award Agreement with respect to an option shall
set forth the Exercise Price of such Award and, unless otherwise specifically
provided in the Award Agreement, the Exercise Price of an option shall equal the
Fair Market Value of a share of Common Stock on the date of grant; provided that in no
event may such Exercise Price be less than the greater of (i) the Fair Market
Value of a share of Common Stock on the date of grant and (ii) the par value of
a share of Common Stock.  Repricing of options granted under the Plan
shall not be permitted (1) to the extent such action could cause adverse tax
consequences to the grantee under Sections 409A or 457A of the Code or (2)
without prior shareholder approval, to the extent such approval would be
required to be obtained by the Company pursuant to the rules of any applicable
stock exchange on which the Common Stock is then listed, and any action that
would be deemed to result in a Repricing of an option shall be deemed null and
void if it would cause such adverse tax consequences or if any requisite
shareholder approval related thereto is not obtained prior to the effective time
of such action.

       

      
        
          
          

        

        
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      2.3.           Exercise
of Options and Stock Appreciation Rights

       

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

       

      (a)           Timing and Extent of
Exercise.  Options and stock appreciation rights shall be
exercisable at such times and under such conditions as determined by the
Administrator and set forth in the corresponding Award Agreement, but in no
event shall any portion of such Award be exercisable subsequent to the tenth
anniversary of the date on which such Award was granted.  Unless the
applicable Award Agreement otherwise provides, an option or stock appreciation
right may be exercised from time to time as to all or part of the shares as to
which such Award is then exercisable.

       

      (b)           Notice of
Exercise.  An option or stock appreciation right 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.

       

      (c)           Payment of Exercise
Price.  Any written notice of exercise of an option shall be
accompanied by payment for the shares 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; (ii) with the consent of the Administrator, which consent shall
be given or withheld in the sole discretion of the Administrator, by delivery of
shares of Common Stock having a Fair Market Value (determined as of the exercise
date) equal to all or part of the option Exercise Price and a certified or
official bank check (or the equivalent thereof acceptable to the Company or its
Exchange Agent) for any remaining portion of the full option Exercise Price; or
(iii) at the sole discretion of the Administrator and to the extent permitted by
law, by such other provision, consistent with the terms of the Plan, as the
Administrator may from time to time prescribe (whether directly or indirectly
through the Exchange Agent), or by any combination of the foregoing payment
methods.

       

      (d)           Delivery of Certificates
Upon Exercise.  Subject to Sections 3.2, 3.4 and 3.13, promptly
after receiving payment of the full option Exercise Price, or after receiving
notice of the exercise of a stock appreciation right for which the Administrator
determines payment will be made partly or entirely in shares, the Company or its
Exchange Agent shall (i) deliver to the grantee, or to such other Person as may
then have the right to exercise the Award, a certificate or certificates for the
shares of Common Stock for which the Award has been exercised or, in the case of
stock appreciation rights, for which the Administrator determines will be made
in shares or (ii) establish an account evidencing ownership of the stock in
uncertificated form.  If the method of payment employed upon an option
exercise so requires, and if applicable law permits, an optionee may direct the
Company or its Exchange Agent, as the case may be, to deliver the stock
certificate(s) to the optionee’s stockbroker.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (e)           No Stockholder
Rights.  No grantee of an option or stock appreciation right
(or other Person having the right to exercise such Award) shall have any of the
rights of a stockholder of the Company with respect to shares subject to such
Award until the issuance of a stock certificate to such Person for such
shares.  Except as otherwise provided in Section 1.5(c), no adjustment
shall be made for dividends, 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 such stock certificate is issued.

       

      2.4.           Termination
of Employment; Death Subsequent to a Termination of Employment

       

      (a)           General
Rule.  Except to the extent otherwise provided in paragraphs
(b), (c), (d), (e) or (f) of this Section 2.4 or Section 3.5(b)(iii), a grantee
who incurs a termination of employment or consultancy/service relationship or
dismissal from the Board may exercise any outstanding option or stock
appreciation right on the following terms and conditions: (i) exercise may be
made only to the extent that the grantee was entitled to exercise the Award on
the date of termination of employment or consultancy/service relationship or
dismissal from the Board, as applicable; and (ii) exercise must occur within
three months after termination of employment or consultancy/service relationship
or dismissal from the Board but in no event after the original expiration date
of the Award.

       

      (b)           Dismissal “for
Cause”.  If a grantee incurs a termination of employment or
consultancy/service relationship or dismissal from the Board “for Cause”, all
options and stock appreciation rights not theretofore exercised shall
immediately terminate upon the grantee’s termination of employment or
consultancy/service relationship or dismissal from the Board.

       

      (c)           Retirement.  If
a grantee incurs a termination of employment or consultancy/service relationship
or dismissal from the Board as the result of his or her retirement (as defined
below), then any outstanding option or stock appreciation right shall, to the
extent exercisable at the time of such retirement, remain exercisable for a
period of three years after such retirement; provided that in no
event may such option or stock appreciation right be exercised following the
original expiration date of the Award.  For this
purpose, “retirement” shall mean a grantee’s resignation of employment or
consultancy/service relationship or dismissal from the Board, with the Company’s
or its applicable Affiliate’s prior consent, on or after (i) his or her 65th
birthday, (ii) the date on which he or she has attained age 60 and completed at
least five years of service with the Company or one or more of its Affiliates
(using any method of calculation the Administrator deems appropriate) or (iii)
if approved by the Administrator, on or after his or her having completed at
least 20 years of service with the Company or one or more of its Affiliates
(using any method of calculation the Administrator deems
appropriate).

       

      (d)           Disability.  If
a grantee incurs a termination of employment or consultancy/service relationship
or a dismissal from the Board by reason of a disability (as defined below), then
any outstanding option or stock appreciation right shall, to the extent
exercisable at the time of such termination or dismissal, remain exercisable for
a period of one year after such termination or dismissal; provided that in no
event may such option or stock appreciation right be exercised following the
original expiration date of the Award.  For this purpose, “disability”
shall mean any physical or mental condition that would qualify the grantee for a
disability benefit under the long-term disability plan maintained by the Company
or its Affiliate, as applicable, or, if there is no such 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 six consecutive months.  The existence of a disability
shall be determined by the Administrator.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (e)           Death.

       

      (i)      Termination of Employment as a
Result of Grantee’s Death.  If a grantee incurs a termination
of employment or consultancy/service relationship or leaves the Board as the
result of his or her death, then any outstanding option or stock appreciation
right shall, to the extent exercisable at the time of such death, remain
exercisable for a period of one year after such death; provided that in no
event may such option or stock appreciation right be exercised following the
original expiration date of the Award.

       

      (ii)         Restrictions on Exercise Following
Death.  Any such exercise of an Award 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 Award, 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 Award pursuant to the preceding sentence, such representative or recipient
shall be bound by all the terms and conditions of the Plan and the applicable
Award Agreement which would have applied to the grantee.

       

      (f)           Administrator
Discretion.  The Administrator may, in writing, waive or modify
the application of the foregoing provisions of this Section 2.4.

       

      2.5.           Transferability
of Options and Stock Appreciation Rights

       

      Except as
otherwise provided in an applicable Award Agreement evidencing an option or
stock appreciation right, during the lifetime of a grantee, each such Award
granted to a grantee shall be exercisable only by the grantee, and no such Award
shall be assignable or transferable other than by will or by the laws of descent
and distribution.  The Administrator may, in any applicable Award
Agreement evidencing an option or stock appreciation right, permit a grantee to
transfer all or some of the options or stock appreciation rights to (a) the
grantee’s spouse, children or grandchildren (“Immediate Family Members”), (b) a
trust or trusts for the exclusive benefit of such Immediate Family Members or
(c) other parties approved by the Administrator.  Following any such
transfer, any transferred options and stock appreciation rights shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to the transfer.

       

      2.6.           Grant
of Restricted Stock

       

      (a)           Restricted Stock
Grants.  The Administrator may grant restricted shares of
Common Stock to such Key Persons, in such amounts and subject to such vesting
and forfeiture provisions and other terms and conditions as the Administrator
shall determine, subject to the provisions of the Plan.  A grantee of
a restricted stock Award shall have no rights with respect to such Award unless
such grantee accepts the Award within such period as the Administrator shall
specify by accepting delivery of a restricted stock Award Agreement in such form
as the Administrator shall determine and, in the event the restricted shares are
newly issued by the Company, makes payment to the Company or its Exchange Agent
by certified or official bank check (or the equivalent thereof acceptable to the
Administrator) in an amount at least equal to the par value of the shares
covered by the Award (which payment may be waived at the time of grant of the
restricted stock Award to the extent the restricted shares granted hereunder are
otherwise deemed to be fully paid and non-assessable).

       

      (b)           Issuance of Stock
Certificate.  Promptly after a grantee accepts a restricted
stock Award in accordance with Section 2.6(a), subject to Sections 3.2, 3.4 and
3.13, the Company or its Exchange Agent shall issue to the grantee a stock
certificate or stock certificates for the shares of Common Stock covered by the
Award or shall establish an account evidencing ownership of the stock in
uncertificated form.  Upon the issuance of such stock certificates, or
establishment of such account, the grantee shall have the rights of a
stockholder with respect to the restricted stock, subject to: (i) the
nontransferability restrictions and forfeiture provision described in the Plan
(including paragraphs (d) and (e) of this Section 2.6); (ii) in the
Administrator’s sole discretion, a requirement, as set forth in the Award
Agreement, that any dividends paid on such shares shall be held in escrow and,
unless otherwise determined by the Administrator, shall remain forfeitable until
all restrictions on such shares have lapsed; and (iii) any other restrictions
and conditions contained in the applicable Award Agreement.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (c)           Custody of Stock
Certificate.  Unless the Administrator shall otherwise
determine, any stock certificates issued evidencing shares of restricted stock
shall remain in the
possession of the Company until such shares are free of any restrictions
specified in the applicable Award Agreement.  The Administrator may
direct that such stock certificates bear a legend setting forth the applicable
restrictions on transferability.

       

      (d)           Nontransferability.  Shares
of restricted stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of prior to the lapsing of all restrictions thereon,
except as otherwise specifically provided in this Plan or the applicable Award
Agreement.  The Administrator at the time of grant shall specify the
date or dates (which may depend upon or be related to the attainment of
performance goals and other conditions) on which the nontransferability of the
restricted stock shall lapse.

       

      (e)           Consequence of Termination
of Employment.  Unless otherwise set forth in the applicable
Award Agreement, (i) a grantee’s termination of employment or
consultancy/service relationship or dismissal from the Board for any reason
other than death or disability (as defined in Section 2.4(d)) shall cause the
immediate forfeiture of all shares of restricted stock that have not yet vested
as of the date of such termination of employment or consultancy/service
relationship or dismissal from the Board and (ii) if a grantee incurs a
termination of employment or consultancy/service relationship or dismissal from
the Board as the result of his or her death or disability, all shares of
restricted stock that have not yet vested as of the date of such termination or
departure from the Board shall immediately vest as of such
date.  Unless otherwise determined by the Administrator, all dividends
paid on shares forfeited under this Section 2.6(e) that have not theretofore
been directly remitted to the grantee shall also be forfeited, whether by
termination of any escrow arrangement under which such dividends are held or
otherwise.  The Administrator may, in writing, waive or modify the
application of the foregoing provisions of this Section 2.6(e).

       

      2.7.           Grant
of Restricted Stock Units

       

      (a)           Restricted Stock Unit
Grants.  The Administrator may grant restricted stock units 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,
subject to the provisions of the Plan.  A restricted stock unit
granted under the Plan shall confer upon the grantee a right to receive from the
Company, conditioned upon the occurrence of such vesting event as shall be
determined by the Administrator and specified in the Award Agreement, the number
of such grantee’s restricted stock units that vest upon the occurrence of such
vesting event multiplied by the Fair Market Value of a share of Common Stock on
the date of vesting.  Payment upon vesting of a restricted stock unit
shall be in cash or in shares of Common Stock (valued at their Fair Market Value
on the date of vesting) or both, all as the Administrator shall determine, and
such payments shall be made to the grantee at such time as provided in the Award
Agreement, which shall be (i) if Section 409A of the Code is applicable to the
grantee, within the period required by Section 409A such that it qualifies as a
“short-term deferral” pursuant to Section 409A and the Treasury Regulations
issued thereunder, unless the Administrator shall provide for deferral of the
Award in compliance with Section 409A, (ii) if Section 457A of the Code is
applicable to the grantee, within the period required by Section
457A(d)(3)(B) such that it qualifies for the exemption thereunder, or (iii) if
Sections 409A and 457A of the Code are not applicable to the grantee, at such
time as determined by the Administrator.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (b)           Dividend
Equivalents.  The Administrator may include in any Award
Agreement with respect to a restricted stock unit a dividend equivalent right
entitling the grantee to receive amounts equal to the ordinary dividends that
would be paid, during the time such Award is outstanding and unvested, on the
shares of Common Stock underlying such Award if such shares were then
outstanding.  In the event such a provision is included in a Award
Agreement, the Administrator shall determine whether such payments shall be (i)
paid to the holder of the Award, as specified in the Award Agreement, either (A)
at the same time as the underlying dividends are paid, regardless of the fact
that the restricted stock unit has not theretofore vested, or (B) at the time at
which the Award’s vesting event occurs, conditioned upon the occurrence of the
vesting event, (ii) made in cash, shares of Common Stock or other property and
(iii) subject to such other vesting and forfeiture provisions and other terms
and conditions as the Administrator shall deem appropriate and as shall be set
forth in the Award Agreement.

       

      (c)           Consequence of Termination
of Employment.  Unless otherwise set forth in the applicable
Award Agreement, (i) a grantee’s termination of employment or
consultancy/service relationship or dismissal from the Board for any reason
other than death or disability (as defined in Section 2.4(d)) shall cause the
immediate forfeiture of all restricted stock units that have not yet vested as
of the date of such termination of employment or consultancy/service
relationship or dismissal from the Board and (ii) if a grantee incurs a
termination of employment or consultancy/service relationship or dismissal from
the Board as the result of his or her death or disability, all restricted stock
units that have not yet vested as of the date of such termination or departure
from the Board shall immediately vest as of such date.  Unless
otherwise determined by the Administrator, any dividend equivalent rights on any
restricted stock units forfeited under this Section 2.7(c) that have not
theretofore been directly remitted to the grantee shall also be forfeited,
whether by termination of any escrow arrangement under which such dividends are
held or otherwise.  The Administrator may, in writing, waive or modify
the application of the foregoing provisions of this Section 2.7(c).

       

      (d)           No Stockholder
Rights.  No grantee of a restricted stock unit shall have any
of the rights of a stockholder of the Company with respect to such Award unless
and until a stock certificate is issued with respect to such Award upon the
vesting of such Award (it being understood that the Administrator shall
determine whether to pay any vested restricted stock unit in the form of cash or
Company shares or both), which issuance shall be subject to Sections 3.2, 3.4
and 3.13.  Except as otherwise provided in Section 1.5(c), no
adjustment to any restricted stock unit shall be made for dividends,
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 such stock certificate, if any, is issued.

       

      (e)           Transferability of
Restricted Stock Units.  Except as otherwise provided in an
applicable Award Agreement evidencing a restricted stock unit, no restricted
stock unit
granted under the Plan shall be assignable or transferable.  The
Administrator may, in any applicable Award Agreement evidencing a restricted
stock unit, permit a grantee to transfer all or some of the restricted stock
units to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for
the exclusive benefit of such Immediate Family Members or (iii) other parties
approved by the Administrator.  Following any such transfer, any
transferred restricted stock units shall continue to be subject to the same
terms and conditions as were applicable immediately prior to the
transfer.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      2.8.           Grant
of Unrestricted Stock

       

      The
Administrator may grant (or sell at a purchase price at least equal to par
value) shares of Common Stock free of restrictions under the Plan to such Key
Persons and in such amounts and subject to such forfeiture provisions as the
Administrator shall determine.  Shares may be thus granted or sold in
respect of past services or other valid consideration.

       

       

      ARTICLE
III.

      Miscellaneous

       

      3.1.           Amendment
of the Plan; Modification of Awards

       

      (a)           Amendment of the
Plan.  The Board 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 Award 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 Award).  For purposes of this Section 3.1, any action of
the Board or the Administrator that in any way alters or affects the tax
treatment of any Award shall not be considered to materially impair any rights
of any grantee.

       

      (b)           Stockholder Approval
Requirement.  If required by applicable rules or regulations of
a national securities exchange or the SEC, the Company shall obtain stockholder
approval with respect to any amendment to the Plan that (i) expands the types of
Awards available under the Plan, (ii) materially increases the number of shares
which may be issued under the Plan (except as permitted pursuant to Section
1.5(c)), (iii) materially increases the benefits to participants under the Plan,
including any material change to (A) permit, or that has the effect of, a
“re-pricing” of any outstanding Award, (B) reduce the price at which shares of
options to purchase shares may be offered or (C) extends the duration of the
Plan or (iv) materially expands the class of Persons eligible to receive Awards
under the Plan.

       

      (c)           Modification of
Awards.  The Administrator may cancel any Award under the
Plan.  The Administrator also may amend any outstanding Award
Agreement, including, without limitation, by amendment which would: (i)
accelerate the time or times at which the Award becomes unrestricted, vested or
may be exercised; (ii) waive or amend any goals, restrictions or conditions set
forth in the Award Agreement; or (iii)
waive or amend the operation of Sections 2.4, 2.6(e) or 2.7(c) with respect to
the termination of the Award upon termination of employment or
consultancy/service relationship or dismissal from the Board; provided, however, that no such
amendment shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement applicable to the
Award.  However, any such cancellation or amendment that materially
impairs the rights or materially increases the obligations of a grantee under an
outstanding Award shall be made only with the consent of the grantee (or, upon
the grantee’s death, the Person having the right to exercise the
Award).  In making any modification to an Award (e.g., an amendment
resulting in a direct or indirect reduction in the Exercise Price or a waiver or
modification under Section 2.4(f), 2.6(e) or 2.7(c)), the Administrator may
consider the implications, if any, under Sections 409A and 457A of the Code of
such modification.

       

      3.2.           Consent
Requirement

       

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

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (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 shares, or
with respect to any other matter, which the Administrator shall 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.           Nonassignability

       

      Except as
provided in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a)
no Award or right granted to any Person under the Plan or under any Award
Agreement shall be assignable or transferable other than by will or by the laws
of descent and distribution and (b) all rights granted under the Plan or any
Award Agreement shall be exercisable during the life of the grantee only by the
grantee or the grantee’s legal representative or the grantee’s permissible
successors or assigns (as authorized and determined by the
Administrator).  All terms and conditions of the Plan and the
applicable Award Agreements will be binding upon any permitted successors or
assigns.

       

      3.4.           Taxes

       

      (a)           Withholding.  A
grantee or other Award holder under the Plan shall be required to pay, in cash,
to the Company, and the Company and Affiliates shall have the right and are
hereby authorized to withhold from any Award, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to such grantee or other Award holder, the amount of any applicable
withholding taxes in respect of an Award, its grant, its exercise, its vesting,
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 satisfy all
obligations for payment of such taxes.  Whenever shares of Common
Stock are to be delivered pursuant to an Award under the Plan, 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 shares having a value equal to the
amount of minimum tax required to be withheld.  Such shares shall be
valued at their Fair Market Value as of the date on which the amount of tax to
be withheld is determined.  Fractional share amounts shall be settled
in cash.  Such a withholding election may be made with respect to all
or any portion of the shares to be delivered pursuant to an Award as may be
approved by the Administrator in its sole discretion.

       

      (b)           Liability for
Taxes.  Grantees and holders of Awards are solely responsible
and liable for the satisfaction of all taxes and penalties that may arise in
connection with Awards (including, without limitation, any taxes arising under
Sections 409A and 457A of the Code) and the Company shall not have any
obligation to indemnify or otherwise hold any such Person harmless from any or
all of such taxes.  The Administrator shall have the discretion to
organize any deferral program, to require deferral election forms, and to grant
or, notwithstanding anything to the contrary in the Plan or any Award Agreement,
to unilaterally modify any Award in a manner that (i) conforms with the
requirements of Sections 409A and 457A of the Code (to the extent applicable),
(ii) voids any participant election to the extent it would violate Sections 409A
or 457A of the Code (to the extent applicable) and (iii) for any distribution
event or election that could be expected to violate Section 409A or 457A of the
Code, make the distribution only upon the earliest of the first to occur of a
“permissible distribution event” within the meaning of Section 409A of the Code
or a distribution event that the participant elects in accordance with Section
409A of the Code.  The Administrator shall have the sole discretion to
interpret the requirements of the Code, including, without limitation, Sections
409A and 457A, for purposes of the Plan and all Awards.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      3.5.           Change
in Control

       

      (a)           Change in Control
Defined.  For purposes of the Plan, “Change in Control” shall
mean the occurrence of any of the following:

       

      (i)      any
“person” (as defined in Section 13(d)(3) of the 1934 Act), corporation or other
entity (other than (A) the Company, (B) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Affiliates, or (C) any company or other entity owned, directly or indirectly, by
the holders of the voting stock of the Company in substantially the same
proportions as their ownership of the aggregate voting power of the capital
stock ordinarily entitled to elect directors of the Company) acquires
“beneficial ownership” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of more than 50% of the aggregate voting power of the capital
stock ordinarily entitled to elect directors of the Company;

       

      (ii)      the
sale of all or substantially all the Company’s assets in one or more related
transactions to a person or group of persons, other than such a sale (A) to a
Subsidiary which does not involve a change in the equity holdings of the Company
or (B) to an entity which has acquired all or substantially all the Company’s
assets (any such entity described in clause (A) or (B), the “Acquiring Entity”)
if, immediately following such sale, 50% or more of the aggregate voting power
of the capital stock ordinarily entitled to elect directors of the Acquiring
Entity (or, if applicable, the ultimate parent entity that directly or
indirectly has beneficial ownership of more than 50% of the aggregate voting
power of the capital stock ordinarily entitled to elect directors of the
Acquiring Entity) is beneficially owned by the holders of the voting stock of
the Company, and such voting power among the persons who were holders of the
voting stock of the Company immediately prior to such sale is, immediately
following such sale, held in substantially the same proportions as the aggregate
voting power of the capital stock ordinarily entitled to elect directors of the
Company immediately prior to such sale;

       

      (iii)           any
merger, consolidation, reorganization or similar event of the Company or any
Subsidiary as a result of which the holders of the voting stock of the Company
immediately prior to such merger, consolidation, reorganization or similar event
do not directly or indirectly hold 50% or more of the aggregate voting power of
the capital stock of the surviving entity (or, if applicable, the ultimate
parent entity that directly or indirectly has beneficial ownership of more than
50% of the aggregate voting power of the capital stock ordinarily entitled to
elect directors of the surviving entity) and such voting power among the persons
who were holders of the voting stock of the Company immediately prior to such
sale is, immediately following such sale, held in substantially the same
proportions as the aggregate voting power of the capital stock ordinarily
entitled to elect directors of the Company immediately prior to such
sale;

       

      (iv)           the
approval by the Company’s stockholders of a plan of complete liquidation or
dissolution of the Company; or

       

      (v)     during
any period of 12 consecutive calendar months, individuals:

         

      

       

      
        	
                 
      

              	
                (A)

              	
                who
      were directors of the Company on the first day of such period,
      or

              


      

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (B)

              	
                whose
      election or nomination for election to the Board was recommended or
      approved by at least a majority of the directors then still in office who
      were directors of the Company on the first day of such period, or whose
      election or nomination for election were so
  approved,

              


      

       

      shall
cease to constitute a majority of the Board.

       

      Notwithstanding
the foregoing, for each Award subject to Section 409A of the Code, a Change in
Control shall be deemed to occur under this Plan with respect to such Award only
if a change in the ownership or effective control of the Company or a change in
the ownership of a substantial portion of the assets of the Company shall also
be deemed to have occurred under Section 409A of the Code, provided that such
limitation shall apply to such Award only to the extent necessary to avoid
adverse tax effects under Section 409A of the Code.

       

      (b)           Effect of a Change in
Control.  Unless the Administrator provides otherwise in a
Award Agreement, upon the occurrence of a Change in Control:

       

      (i)      notwithstanding
any other provision of this Plan, any Award then outstanding shall become fully
vested and any Award in the form of an option or stock appreciation right shall
be immediately exercisable;

       

      (ii)      to
the extent permitted by law and not otherwise limited by the terms of the Plan,
the Administrator may amend any Award Agreement in such manner as it deems
appropriate;

       

      (iii)           a
grantee who incurs a termination of employment or consultancy/service
relationship or dismissal from the Board for any reason, other than a
termination or dismissal “for Cause”, concurrent with or within one year
following the Change in Control may exercise any outstanding option or stock
appreciation right, but only to the extent that the grantee was entitled to
exercise the Award on the date of his or her termination of employment or
consultancy/service relationship or dismissal from the Board, until the earlier
of (A) the original expiration date of the Award and (B) the later of (x) the
date provided for under the terms of Section 2.4 without reference to this
Section 3.5(b)(iii) and (y) the first anniversary of the grantee’s termination
of employment or consultancy/service relationship or dismissal from the
Board.

       

      (c)           Miscellaneous.  Whenever
deemed appropriate by the Administrator, any action referred to in paragraph
(b)(ii) of this Section 3.5 may be made conditional upon the consummation of the
applicable Change in Control transaction.  For purposes of the Plan
and any Award Agreement granted hereunder, the term “Company” shall include any
successor to OceanFreight Inc.

       

      3.6.           Operation
and Conduct of Business


      Nothing
in the Plan or any Award Agreement shall be construed as limiting or preventing
the Company or any of its Affiliates from taking any action with respect to the
operation and conduct of their business that they deem appropriate or in their
best interests, including any or all adjustments, recapitalizations,
reorganizations, exchanges or other changes in the capital structure of the
Company or any of its Affiliates, any merger or consolidation of the Company or
any of its Affiliates, any issuance of Company shares or other securities or
subscription rights, any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or other securities or
rights thereof, any dissolution or liquidation of the Company or any of its
Affiliates, any sale or transfer of all or any part of the assets or business of
the Company or any of its Affiliates, or any other corporate act or proceeding,
whether of a similar character or otherwise.

       

       

      
        
          
          

        

        
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      3.7.           No
Rights to Awards

       

      No Key
Person or other Person shall have any claim to be granted any Award under the
Plan.

       

      3.8.           Right
of Discharge Reserved

       

      Nothing
in the Plan or in any Award Agreement shall confer upon any grantee the right to
continue his or her employment with the Company or any of its Affiliates, his or
her consultancy/service relationship with the Company or any of its Affiliates,
or his or her position as a director of the Company or any of its Affiliates, or
affect any right that the Company or any of its Affiliates may have to terminate
such employment or consultancy/service relationship or service as a
director.

       

      3.9.           Non-Uniform
Determinations

       

      The
Administrator’s determinations and the treatment of Key Persons and grantees and
their beneficiaries under the Plan need not be uniform and may be made and
determined by the Administrator selectively among Persons who receive, or who
are eligible to receive, Awards under the Plan (whether or not such Persons are
similarly situated).  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 Award Agreements, as to (a) the Persons to receive Awards under the
Plan, (b) the types of Awards granted under the Plan, (c) the number of shares
to be covered by, or with respect to which payments, rights or other matters are
to be calculated with respect to, Awards and (d) the terms and conditions of
Awards.

       

      3.10.           Other
Payments or Awards

       

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

       

      3.11.           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 of such subdivisions.

       

      3.12.           Effective
Date and Term of Plan

       

      (a)           Adoption; Stockholder
Approval.  The Plan was adopted by the Board on January 14th,
2010.  The Board may, but need not, make the granting of any Awards
under the Plan subject to the approval of the Company’s
stockholders.

       

      (b)           Termination of
Plan.  The Board may terminate the Plan at any
time.  All Awards made under the Plan prior to its termination shall
remain in effect until such Awards have been satisfied or terminated in
accordance with the terms and provisions of the Plan and the applicable Award
Agreements.  No Awards may be granted under the Plan following the
tenth anniversary of the date on which the Plan was adopted by the
Board.

       

       

      
        
          
          

        

        
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      3.13.           Restriction
on Issuance of Stock Pursuant to Awards

       

      The
Company shall not permit any shares of Common Stock to be issued pursuant to
Awards granted under the Plan unless such shares of Common Stock are fully paid
and non-assessable under applicable law.  Notwithstanding anything to
the contrary in the Plan or any Award Agreement, at the time of the exercise of
any Award, at the time of vesting of any Award, at the time of payment of shares
of Common Stock in exchange for, or in cancellation of, any Award, or at the
time of grant of any unrestricted shares under the Plan, the Company and the
Administrator may, if either shall deem it necessary or advisable for any
reason, require the holder of an Award (a) to represent in writing to the
Company that it is the Award holder’s then-intention to acquire the shares with
respect to which the Award is granted for investment and not with a view to the
distribution thereof or (b) to postpone the date of exercise until such time as
the Company has available for delivery to the Award holder a prospectus meeting
the requirements of all applicable securities laws; and no shares shall
be issued or transferred in connection with any Award unless and until all legal
requirements applicable to the issuance or transfer of such shares have been
complied with to the satisfaction of the Company and the
Administrator.  The Company and the Administrator shall have the right
to condition any issuance of shares to any Award holder hereunder on such
Person’s undertaking in writing to comply with such restrictions on the
subsequent transfer of such shares as the Company or the Administrator shall
deem necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and all share certificates delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as the
Company or the Administrator may deem advisable under the Plan, the applicable
Award Agreement or the rules, regulations and other requirements of the SEC, any
stock exchange upon which such shares are listed, and any applicable securities
or other laws, and certificates representing such shares may contain a legend to
reflect any such restrictions.  The Administrator may refuse to issue
or transfer any shares or other consideration under an Award if it determines
that the issuance or transfer of such shares or other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the 1934 Act, and any payment tendered
to the Company by a grantee or other Award holder in connection with the
exercise of such Award shall be promptly refunded to the relevant grantee or
other Award holder.  Without limiting the generality of the foregoing,
no Award granted under the Plan shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Administrator has determined that any such offer, if made, would be in
compliance with all applicable requirements of any applicable securities
laws.

       

      3.14.           Requirement
of Notification of Election Under Section 83(b) of the Code

       

      If an
Award recipient, in connection with the acquisition of Company shares under the
Plan, makes an election under Section 83(b) of the Code (to include in gross
income in the year of transfer the amounts specified in Section 83(b) of the
Code), the grantee shall notify the Administrator of such election within ten
days of filing notice of the election with the U.S. Internal Revenue Service, in
addition to any filing and notification required pursuant to regulations issued
under Section 83(b) of the Code.

       

      3.15.           Severability

       

      If any
provision of the Plan or any Award is or becomes or is deemed 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
Administrator, such provision shall be construed or deemed amended to conform to
the applicable laws or, if it cannot be construed or deemed amended without, in
the determination of the Administrator, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such Award shall remain in
full force and effect.

       

      3.16.           Sections
409A and 457A

       

      To the
extent applicable, the Plan and Award Agreements shall be interpreted in
accordance with Sections 409A and 457A of the Code and Department of Treasury
regulations and other interpretive guidance issued
thereunder.  Notwithstanding any provision of the Plan or any
applicable Award Agreement to the contrary, in the event that the Administrator
determines that any Award may be subject to Section 409A or 457A of the Code,
the Administrator may adopt such amendments to the Plan and the applicable Award
Agreement or adopt other policies and procedures (including amendments, policies
and procedures with retroactive effect), or take any other actions, that the
Administrator determines are necessary or appropriate to (i) exempt the Plan and
Award from Sections 409A and 457A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (ii) comply
with the requirements of Sections 409A and 457A of the Code and related
Department of Treasury guidance and thereby avoid the application of penalty
taxes under Sections 409A and 457A of the Code.

       

       

      
        
          
          

        

        
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        3.17.           Forfeiture;
Clawback

         

      

      The
Administrator may, in its sole discretion, specify in the applicable Award
Agreement that any realized gain with respect to options or stock appreciation
rights and any realized value with respect to other Awards shall be subject to
forfeiture or clawback, in the event of (a) a grantee’s breach of any
non-competition, non-solicitation, confidentiality or other restrictive
covenants with respect to the Company or any of its Affiliates or (ii) a
financial restatement that reduces the amount of bonus or incentive compensation
previously awarded to a grantee that would have been earned had results been
properly reported.

       

      3.18.           No
Trust or Fund Created

      
         

        Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any
of its Affiliates and an Award recipient or any other Person.  To the
extent that any Person acquires a right to receive payments from the Company or
any of its Affiliates pursuant to an Award, such right shall be no greater than
the right of any unsecured general creditor of the Company or its
Affiliates.

         

        3.19.           No
Fractional Shares

         

        No
fractional shares shall be issued or delivered pursuant to the Plan or any
Award, and the Administrator shall 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.

         

        3.20.           Governing
Law

         

        The Plan
will be construed and administered in accordance with the laws of the State of
New York, without giving effect to principles of conflict of laws.

         



       

       

      SK 25754
0002 1051401 v3




    
      
        
        

      

      
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