exv10w11







Exhibit 10.11



2011 SCORPIO HOLDINGS CORPORATION

STOCK INCENTIVE PLAN




1. Purpose of the Plan




     The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining
key employees, directors, other service providers, or independent contractors and to motivate such
employees, directors, other service providers, or independent contractors to exert their best
efforts on behalf of the Company and its Affiliates by providing incentives through the granting of
Awards. The Company expects that it will benefit from the added interest which such key employees,
directors, other service providers, or independent contractors will have in the welfare of the
Company as a result of their proprietary interest in the Company’s success.



2. Definitions




     The following capitalized terms used in the Plan have the respective meanings set forth in
this Section:



     (a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.



     (b) Affiliate: With respect to any entity, any entity directly or indirectly
controlling, controlled by, or under common control with, such entity. As used herein, the term
“Control” (including the terms “Controlled by” and “under common Control with”) means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, as trustee or
executor, by contract or otherwise, including the ownership, directly or indirectly, of securities
having the power to elect a majority of the board of directors or similar body governing the
affairs of such Person.



     (c) Award: Individually or collectively, any Option, Stock Appreciation Right or
Other Stock-Based Award (including a Restricted Stock Award or Restricted Stock Unit) granted
pursuant to the Plan.



     (d) Award Agreement: shall have the meaning ascribed to it in Section 3(b) hereof.



     (e) Beneficial Owner: A “beneficial owner”, as such term is defined in Rules 13d-3
and 13d-5 under the Act (or any successor rule thereto).



     (f) Board: The Board of Directors of the Company.



     (g) Change in Control: (i) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Company and its Subsidiaries, as a
whole, to any Person or Group other than the Sponsor or (ii) any Person or Group, other than the
Sponsor, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total
voting power of the voting equity of the Company, including by way of merger, consolidation or
otherwise and the Sponsor ceases to directly or indirectly control the Board.



     (h) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.



     (i) Committee: The Compensation Committee of the Board (or a subcommittee
thereof), or such other committee of the Board (including, without limitation, the full Board)
to which the Board has delegated power to act under or pursuant to the provisions of the Plan, and



 









 







if no such Committee has been created, the Board.



     (j) Company: Scorpio Holdings Corporation, a Delaware corporation.



     (k) Disability: The term “Disability” shall have the same meaning ascribed to such
term in any employment or severance agreement then in effect between the Participant and the
Company or any of its Subsidiaries, or, if no such agreement containing a definition of
“Disability” is then in effect, shall exist at such time that, as determined by the Committee in
good faith, the Participant becomes physically or mentally incapacitated and remains unable for a
period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24)
consecutive month period to perform the Participant’s duties.



     (l) Effective Date: The date the Board approves the Plan, or such later date as is
designated by the Board.



     (m) Employment: The term “Employment” as used herein shall be deemed to refer to (i)
a Participant’s employment if the Participant is an employee of the Company or any of its
Subsidiaries, (ii) a Participant’s services as a consultant or independent contractor, if the
Participant is a consultant to or independent contractor of the Company or any of its Subsidiaries
and (iii) a Participant’s services as a non-employee director, if the Participant is a non-employee
member of the Board.



     (n) Fair Market Value: The term “Fair Market Value” shall mean, on a given date, (i)
if there should be a public market for the Shares on such date, the closing price of the Shares as
reported on such date on the principal national securities exchange on which such Shares are listed
or admitted to trading, or, if no sale of Shares shall have been reported on any national
securities exchange, then the immediately preceding date on which sales of the Shares have been so
reported or quoted shall be used, and (ii) if there should not be a public market for the Shares on
such date, the Fair Market Value shall be the fair value of the Shares determined by the Committee
in good faith (without regard to discounts for lack of marketability of such Shares or minority
status and, to the extent applicable, in accordance with Section 409A) giving consideration to any
independent valuation analysis performed for the Company and the most recent valuation of the
Company used for purposes of public reporting by the Sponsor of the value of its portfolio
companies.



     (o) Group: A “group” as such term is used for purposes of Section 13(d) or 14(d) of
the Act (or any successor section thereto).



     (p) Option: An option to purchase Shares granted pursuant to Section 6 of the Plan.



     (q) Option Price: The purchase price per Share of an Option, as determined pursuant
to Section 6(a) and (b) of the Plan.



     (r) Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.



     (s) Participant: An employee, director, other service provider, or independent
contractor of the Company or its Affiliates who is selected by the Committee to participate in the
Plan.



     (t) Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d)
of the Act (or any successor section thereto).



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     (u) Plan: The 2011 Scorpio Holdings Corporation Stock Incentive Plan, as it may be
amended or supplemented from time to time.



     (v) Public Trading Date: The first date upon which Shares are listed (or approved for
listing) upon notice of issuance on any national securities exchange.



     (w) Restricted Stock: A share of restricted stock granted pursuant to Section 8 of the
Plan.



     (x) Restricted Stock Unit: A share of restricted stock units granted pursuant to
Section 8 of the Plan.



     (y) Section 409A: Section 409A of the Code.



     (z) Share or Shares: Shares of common stock of the Company.



     (aa) Sponsor: Blackstone Capital Partners V L.P. and its Affiliates.



     (bb) Stock Appreciation Right: A stock appreciation right granted pursuant to Section
7 of the Plan.



     (cc) Subsidiary: With respect to an entity, a subsidiary corporation, as defined in
Section 424(f) of the Code (or any successor section thereto), of such entity.



3. Shares Subject to the Plan




     (a) Subject to Section 9, the total number of Shares which may be issued under the Plan is
20,789 plus any Shares purchased for Fair Market Value under a Share purchase program. The Shares
may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or
the payment of cash upon the exercise of an Award or in consideration of the settlement,
cancellation, or termination of an Award shall reduce the total number of Shares available under
the Plan, as applicable (with any Awards settled in cash reducing the total number of Shares by the
number of Shares determined by dividing the cash amount to be paid thereunder by the Fair Market
Value of one Share on the date of payment). Shares which are subject to Awards or portions of
Awards which are canceled, forfeited or terminated, otherwise expire by their terms without being
exercised, or terminate or lapse without the payment of consideration may be granted again subject
to Awards under the Plan.



     (b) Agreements Evidencing Awards. Each Award granted under the Plan shall be evidenced
by an Award agreement (the “Award Agreement”) that shall contain such provisions and
conditions as the Committee deems appropriate; provided, that, except as otherwise
expressly provided in an Award Agreement, if there is any conflict between any provision of the
Plan and an Award Agreement, the provisions of the Plan shall govern. Unless otherwise provided
herein, the Committee may grant Awards in tandem with or in substitution for any other Award or
Awards granted under the Plan. By accepting an Award pursuant to the Plan, a Participant thereby
agrees that the Award shall be subject to all of the terms and provisions of the Plan and the
applicable Award Agreement.



4. Administration




     (a) Generally. The Plan shall be administered by the Committee, which may delegate



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its duties and powers in whole or in part to any subcommittee thereof. Additionally, the Committee
may delegate the authority to grant Awards under the Plan to any employee or group of employees of
the Company or an Affiliate; provided, that such delegation and grants are
consistent with applicable law and guidelines established by the Board from time to time. Awards
may, in the discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its Affiliates or a
company acquired by the Company or with which the Company combines. The number of Shares
underlying such substitute awards shall be counted against the aggregate number of Shares available
for Awards under the Plan.



     (b) Powers. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and administration of the Plan, as
described herein, shall lie within its sole and absolute discretion and shall be final, conclusive
and binding on all parties concerned (including, but not limited to, Participants and their
beneficiaries or successors). The Committee shall have the full power and authority in its sole
discretion to make any determinations that it deems necessary or desirable for the administration
of the Plan. Without limiting the generality of the foregoing, in particular, the Committee shall
have the authority in its sole discretion to:




     (i) exercise all of the powers granted to it under the Plan;




     (ii) interpret the Plan;




     (iii) amend the Plan to reflect changes in applicable law, subject to the limitations
imposed by Sections 13 and 18 of the Plan;




     (iv) grant Awards and determine who shall receive Awards, when such Awards shall be
granted and establish the terms and conditions of such Awards, consistent with the Plan,
including to determine the number of Shares to be covered by each such Award so granted, to
approve forms of Award Agreement for such Awards, setting forth provisions with regard to
the effect of a termination of Employment on such Awards, and waive any such terms or
conditions at any time;




     (v) amend any outstanding Award Agreement in any respect, including, without
limitation, to (A) accelerate the time or times at which the Award becomes vested,
unrestricted or may be exercised (and, in connection with such acceleration, the Committee
may provide that any Shares acquired pursuant to such Award shall be restricted shares,
which are subject to vesting, transfer, forfeiture or repayment provisions similar to those
in the Participant’s underlying Award Agreement), (B) accelerate the time or times at which
Shares are delivered under the Award (and, without limitation on the Committee’s rights, in
connection with such acceleration, the Committee may provide that any Shares delivered
pursuant to such Award shall be restricted shares, which are subject to vesting, transfer,
forfeiture or repayment provisions similar to those in the Participant’s underlying Award
Agreement), (C) waive or amend any goals, restrictions or conditions set forth in such Award
Agreement, or impose new goals, restrictions and conditions, or (D) reflect a change in the
Participant’s circumstances (e.g., a change to
part-time employment status or a change in position, duties or responsibilities), but,
subject to Section 13 or as otherwise specifically provided herein, no such amendment shall
materially adversely impair the rights of a Participant under an outstanding Award



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without
such Participant’s consent; and




     (vi) to establish, amend and rescind any rules and regulations relating to the Plan,
including, without limitation, to determine, at any time, in accordance with Section 13,
whether, to what extent and under what circumstances and method or methods:




     (A) Awards may be (1) settled in cash, Shares, other securities, other Awards or
other property (in which event, the Committee may specify what other effects such
settlement shall have on the Participant’s Award, including the effect on any repayment
provisions under the Plan or Award Agreement), in all cases subject to Sections 6(c) and
7(b) of the Plan, (2) exercised or (3) canceled, forfeited or suspended;




     (B) Shares, other securities, other Awards or other property and other amounts
payable with respect to an Award may be deferred either automatically or at the election
of the Participant thereof or of the Committee;




     (C) to the extent permitted under applicable law, loans (whether or not secured by
Shares) may be extended by the Company with respect to any Awards; and




     (D) Awards may be settled by the Company or its Affiliates or any of its or their
designees.



     (c) Taxes. The Committee shall require payment of any amount it may determine to be
necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant
or vesting of an Award and the Company or its Affiliates shall have the right and are authorized to
withhold any applicable withholding taxes with respect to any Award, its exercise, or any payment
or transfer under or with respect to the Award and to take such other action as may be necessary in
the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.



     (d) Actions. Actions of the Committee, when acting through a committee may be taken
by the vote of a majority of its members present at a meeting (which may be held telephonically).
Any action may be taken by a written instrument signed by a majority of such committee’s members,
and action so taken shall be fully as effective as if it had been taken by a vote at a meeting.



     (e) Interpretation; Corrections; Final and Binding Decisions. The Committee shall
make all determinations necessary or advisable in administering the Plan. The Committee is
authorized to construe and interpret the Plan and all Award Agreements, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other determinations that
it deems necessary or desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or Award Agreement in the
manner and to the extent the Committee deems necessary or desirable, without the consent of any
Participant. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all parties concerned (including, but not
limited to, Participants and their beneficiaries and successors). The Committee shall have the
full power and authority to establish the terms and conditions of any Award consistent with the
provisions



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of the Plan and to waive any such terms and conditions at any time (including, without
limitation, accelerating or waiving any vesting conditions). The Committee shall require payment
of any amount it may determine to be necessary to withhold for federal, state, local or other taxes
as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (i)
delivery in Shares or (ii) having Shares withheld by the Company from any Shares that would have
otherwise been received by the Participant.



     (f) Actions of the Board. Notwithstanding anything to the contrary contained herein,
the Board may, in its sole discretion, at any time and from time to time, grant Awards or
administer the Plan. In any such case, the Board shall have all of the authority and
responsibility granted to the Committee herein.



     (g) Exculpation and Indemnification. No member of the Board or the Committee (each
such Person, a “Covered Person”) shall have any liability to any Person (including any
Participant) for any action taken or omitted to be taken or any determination made in good faith
with respect to the Plan or any Award. 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, in each case, in good faith 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
misconduct. 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 certificate of
incorporation or bylaws (as may be amended from time to time), as a matter of law, or otherwise, or
any other power that the Company may have to indemnify such Persons or hold them harmless.



5. Limitations




     No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but
Awards theretofore granted may extend beyond that date.



6. Terms and Conditions of Options




     (a) General. The Committee shall have the right and power to grant to any
Participant, subject to the limitation of Section 5, an Option to purchase Shares at such
price, on such terms and subject to such conditions that are consistent with the Plan and
established by the Committee. Options granted under the Plan shall be non-qualified stock options
for federal income tax purposes, as evidenced by the related Award Agreements, and shall be subject
to the terms and conditions hereof and to such other terms and conditions, not inconsistent
therewith, as



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the Committee shall determine.



     (b) Option Price. The Option Price per Share shall be determined by the Committee,
provided that, for the purposes of an Option granted under the Plan to a Participant who is a U.S.
taxpayer, in no event will (i) the Option Price be less than 100% of the Fair Market Value of a
Share on the date an Option is granted (other than in the case of Options granted in substitution
of previously granted awards, as described in Section 4(a)) and (ii) any Option be granted unless
the Share on which it is granted constitutes “service recipient stock” (within the meaning of
Section 409A of the Code) with respect to the applicable Participant.



     (c) Exercisability. Options granted under the Plan shall be exercisable at such time
and upon such terms and conditions as may be determined by the Committee, but in no event shall an
Option be exercisable more than ten years after the date it is granted.



     (d) Exercise of Options.




     (i) Except as otherwise provided in the Plan or in an Award Agreement, an Option may be
exercised for all, or from time to time any part, of the Shares for which it is then
exercisable.




     (ii) For purposes of Section 6 of the Plan, the exercise date of an Option shall be the
later of the date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (A), (B), (C), (D) or (E) in the
following sentence. The purchase price for the Shares as to which an Option is exercised
shall be paid to the Company as designated by the Committee, pursuant to one or more of the
following methods: (A) in cash or its equivalent (e.g., by personal check), (B) in Shares
having a Fair Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by the Committee, (C)
partly in cash and partly in Shares, which in the aggregate equal the Option Price for the
Shares being purchased and satisfying such other requirements as may be imposed by the
Committee, (D) if there is a public market for the Shares at such time, to the extent
permitted by the Committee and subject to such rules as may be established by the Committee,
through the delivery of irrevocable instructions to a broker to sell Shares obtained upon
the exercise of the Option and to deliver promptly to the Company an amount out of the
proceeds of such sale equal to the aggregate Option Price for the Shares being purchased, or
(E) using a net settlement mechanism whereby the number of Shares delivered upon the
exercise of the option will be reduced by a number of Shares that has a Fair Market Value
equal to the Option Price, provided that the Participant tenders cash or its equivalent to
pay any applicable withholding taxes (unless otherwise permitted by the Committee).




     (iii) Unless otherwise expressly provided in the applicable Award Agreement, no
Participant shall have any rights to dividends or other rights of a stockholder with respect
to Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan
or specified in the applicable Award Agreement.




     (iv) In addition, the Company shall not be required to issue or deliver any certificate
or certificates for Shares purchased upon the exercise of any Option or portion thereof
prior to fulfillment of all of the following conditions:



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     (A) The admission of such Shares to listing on all stock exchanges on which such
class of stock is then listed, if applicable;




     (B) The completion of any registration or other qualification of such Options or
Shares under any applicable law, or under the rulings or regulations of the Securities
and Exchange Commission or any other governmental regulatory body which the Committee
shall, in its sole discretion, deem necessary or advisable;




     (C) The obtaining of any approval or other clearance from any applicable
governmental agency which the Committee shall, in its sole discretion, determine to be
necessary or advisable;




     (D) The lapse of such reasonable period of time following the exercise of the
Option as the Committee may establish from time to time for reasons of administrative
convenience; and




     (E) The receipt by the Company of full payment for such Shares subject to option,
including payment of any applicable withholding tax.



     (e) Attestation. Wherever in this Plan or any Award Agreement a Participant is
permitted to pay the purchase price of an Option or taxes relating to the exercise of an Option by
delivering Shares, the Participant may, subject to procedures satisfactory to the Committee,
satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in
which case the Company shall treat the Option as exercised without further payment and/or shall
withhold such number of Shares from the Shares acquired by the exercise of the Option, as
appropriate.



     (f) Buyout Provisions. The Committee may at any time offer to buy out for payment in
cash or Shares an Option previously granted, based on such terms and conditions as the Committee
shall establish and communicate to the Participant at the time that such offer is made.



7. Terms and Conditions of Stock Appreciation Rights




     (a) Grants. The Committee may grant (i) a Stock Appreciation Right independent of an
Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A
Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be
granted at the time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same number of Shares covered by such
Option (or such lesser number of Shares as the Committee may determine), and (C) shall be subject
to the same terms and conditions as such Option except for such additional limitations as are
contemplated by this Section 7 (or such additional limitations as may be included in an Award
Agreement).



     (b) Exercise Price. The exercise price per Share under a Stock Appreciation Right
shall be determined by the Committee, provided that, for the purposes of a Stock Appreciation Right
granted under the Plan to a Participant who is a U.S. taxpayer, in no event will (i) the exercise
price be less than 100% of the Fair Market Value of a Share on the date the Stock Appreciation
Right is granted (other than in the case of a Stock Appreciation Right granted in substitution of
previously granted awards, as described in Section 4(a)) and (ii) any Stock Appreciation Right be
granted unless the Share in respect of which it is granted constitutes “service recipient stock”
(within the meaning of Section 409A of the Code) with respect to the applicable Participant.



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     (c) Terms of Grant. Each Stock Appreciation Right granted independent of an Option
shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii)
the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right
granted in connection with an Option, or a portion thereof, shall entitle a Participant to
surrender to the Company the unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value of one
Share on the exercise date over (B) the Option Price per Share, times (ii) the number of Shares
covered by the Option, or portion thereof, which is surrendered. Payment to the Participant shall
be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at
such Fair Market Value), all as shall be determined by the Committee.



     (d) Exercisability. Stock Appreciation Rights may be exercised from time to time upon
actual receipt by the Company of written notice of exercise stating the number of Shares with
respect to which the Stock Appreciation Right is being exercised. The date a notice of exercise is
received by the Company shall be the exercise date. No fractional Shares will be issued in payment
for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee
should so determine, the number of Shares will be rounded downward to the next whole Share.



     (e) Limitations. The Committee may impose, in its discretion, such conditions upon
the exercisability or transferability of Stock Appreciation Rights as it may deem fit, but in no
event shall a Stock Appreciation Right be exercisable more than ten years after the date it is
granted. Unless otherwise expressly provided in the applicable Award Agreement, no Participant
shall have any rights to dividends or other rights of a stockholder with respect to any Stock
Appreciation Right. In addition, the Company shall not be required to issue or deliver any
certificate or certificates for Shares subject to any Stock Appreciation Right prior to the
fulfillment of all the conditions of Section 6(d)(iv)(A), (B), (C), (D), and (E).



8. Other Stock-Based Awards




     The Committee, in its sole discretion, may grant or sell Awards of Shares, Restricted Stock
Awards, Restricted Stock Units, and Awards that are valued in whole or in part by reference to, or
are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such
Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee
shall determine, including, without limitation, the right to receive, or vest with respect to, one
or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified
period of service, the occurrence of an event and/or the attainment of performance objectives.
Other Stock-Based Awards may be granted alone or in addition to any
other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall
determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be
awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the vesting provisions
thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and
non-assessable).



9. Adjustments Upon Certain Events





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     Notwithstanding any other provisions in the Plan to the contrary, the following provisions
shall apply to all Awards granted under the Plan:



     (a) Equity Restructurings. In the event of any change in the outstanding Shares after
the Effective Date by reason of any extraordinary Share distribution or split, recapitalization,
rights offering, split-up or spin-off or any other event that constitutes an “equity restructuring”
within the meaning of Statement of Financial Accounting Standards ASC Topic 718, the Committee
shall make such adjustments to the Plan and outstanding Awards as it deems necessary, in its sole
discretion, to prevent dilution or enlargement of rights immediately resulting from such event or
transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares
that may be delivered under the Plan, (ii) adjustment of the number and kind of shares subject to
outstanding Awards, (iii) adjustment of the exercise price of outstanding Awards or the measure to
be used to determine the amount of the benefit payable on an Award, and (iv) any other adjustments
that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall
not make any adjustments to outstanding Options or Stock Appreciation Rights that would constitute
a modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that
would be treated as the grant of a new stock right or change in the form of payment for purposes of
Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding
Shares (stock-split), a declaration of a dividend payable in Shares, or a combination or
consolidation of the outstanding Shares into a lesser number of Shares, the authorization limits
under Section 3 shall automatically be adjusted proportionately, and the Shares then subject to
each Award shall automatically, without the necessity for any additional action by the Committee,
be adjusted proportionately without any change in the aggregate purchase price therefor.



     (b) Mergers, Reorganizations and Other Corporate Transactions. In the event of any
change in the outstanding Shares after the Effective Date by reason of any reorganization, merger,
consolidation, combination, repurchase or exchange of Shares or other securities of the Company,
issuance of warrants or other rights to purchase Shares or other securities of the Company, or
other similar corporate transaction or event that affects the Shares such that an adjustment is
determined by the Committee in its discretion to be appropriate or desirable, the Committee in its
sole discretion and without liability to any person shall make such substitution or adjustment, if
any, as it deems to be equitable (subject to Sections 16 and 18), as to (i) the number of Shares or
other securities of the Company (or number and kind of other securities or property including cash)
with respect to which Awards have or may be granted under the Plan, (ii) the terms of any
outstanding Award, including (A) 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 (B) the Option Price or exercise price of any Option or stock appreciation right
and/or (iii) any other affected terms of such Awards.



     (c) Change in Control. In the event of a Change in Control after the Effective Date,
(i) if determined by the Committee in the applicable Award Agreement or otherwise, any outstanding
Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse
restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to
lapse restrictions, as the case may be, as of immediately prior to such Change in Control and (ii)
the Committee may (subject to Sections 16 and 18), but shall not be obligated to, (A) accelerate,
vest or cause the restrictions to lapse with respect to all or any portion of an Award, (B) cancel
such Awards for fair value (as determined in the sole discretion of the Committee) which, in the
case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the
consideration to be paid in the Change in Control transaction to holders of



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the same number of
Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any
such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation
Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights, (C) provide
for the issuance, assumption or replacement of such substitute Awards that will substantially
preserve the otherwise applicable terms of any affected Awards previously granted hereunder as
determined by the Committee in its sole discretion whether by any successor or survivor Person, or
an parent or Affiliate thereof or (D) provide that for a period of at least 7 days prior to the
Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Shares
subject thereto and the Committee may further provide that upon the occurrence of the Change in
Control, such Awards shall terminate and be of no further force and effect.



     (d) Other Provisions. After any adjustment made pursuant to this Section 9, the number
of Shares subject to each outstanding Award shall be rounded down to the nearest whole number. The
existence of the Plan, any Award Agreement and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Company or the stockholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue of stock or of
options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior
preference stocks whose rights are superior to or affect the Shares or the rights thereof or which
are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.



10. No Right to Employment or Awards




     The granting of an Award under the Plan shall impose no obligation on the Company or any
Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s
or any Affiliate’s right to terminate the Employment of such Participant. No Participant or other
Person shall have any claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. No Award (or payments or amounts
received in respect thereof) shall constitute compensation for the purposes of determining any
benefits under any benefit plan. The terms and conditions of Awards and the Committee’s
determinations and interpretations with respect thereto need not be the same with respect to each
Participant (whether or not such Participants are similarly situated).



11. Successors and Assigns




     The Plan shall be binding on all successors and assigns of the Company and a Participant,
including, without limitation, the estate of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.



12. Nontransferability of Awards




     Unless otherwise provided in an Award Agreement or the Plan, no Award (or any rights and
obligations thereunder) granted to any Person under the Plan may be sold, exchanged, transferred,
assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including
through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether
by operation of law or otherwise, other than by will or by the laws of descent and



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distribution,
and all Awards (and any rights thereunder) shall be exercisable during the life of the Participant
only by the Participant or the Participant’s legal representative. Notwithstanding the foregoing,
the Committee may permit, under such terms and conditions that it deems appropriate in its sole
discretion, a Participant to transfer any Award to any Person or entity that the Committee so
determines. Any sale, exchange, transfer, assignment, pledge, hypothecation, other disposition or
hedge in violation of the provisions of this Section 12 shall be null and void. All of the terms
and conditions of the Plan and the Award Agreements shall be binding upon any permitted successors
and assigns.



13. Amendments or Termination




     The Board may amend, alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made, (a) after the Public Trading Date, without the approval of the
shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan),
increase the total number of Shares reserved for the purposes of the Plan or (b) without the
consent of Participants holding a majority in the economic interests the affected Participants, if
such action would materially diminish the rights of such Participants under the Awards theretofore
granted to such Participants under the Plan; provided, however, that the Committee
may (i) amend the Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws (including, without limitation, to
avoid adverse tax consequences to the Company or to Participants) and (ii) amend any outstanding
Awards in a manner that is not adverse (other than in a de minimis manner) to a Participant, except
as otherwise may be permitted pursuant to Section 9 hereof or as is otherwise contemplated pursuant
to the terms of the Award, without the Participant’s consent.



     Notwithstanding any provision of the Plan to the contrary, in the event that the Committee
determines that any amounts payable hereunder will be taxable to a Participant under Section 409A
of the Code and related Department of Treasury guidance prior to payment to such Participant of
such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate
policies and procedures, including amendments and policies with retroactive effect, that the
Committee determines necessary or appropriate to preserve the intended tax treatment of the
benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the
Committee determines necessary or appropriate to avoid the imposition of an additional tax under
Section 409A of the Code.



14. International Participants




     With respect to Participants who reside or work outside the United States of America, the
Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to
such Participants in order to conform such terms with the requirements of local law or to obtain
more favorable tax or other treatment for a Participant, the Company or an Affiliate.



15. Choice of Law




     The Plan shall be governed by and construed in accordance with the law of the State of
Delaware without regard to conflicts of laws.



16. Other Laws; Restrictions on Transfer of Shares




     The Committee may refuse to issue or transfer any Shares or other consideration under an Award
if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or



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such other consideration might violate any applicable law or regulation or entitle the Company to
recover the same under Section 16(b) of the Act, as amended, and any payment tendered to the
Company by a Participant, other holder or beneficiary in connection with the exercise of such Award
shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the
generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of the Company or any Affiliates, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the United States federal and any other applicable
securities laws.



17. Effectiveness of the Plan




     The Plan shall be effective as of the Effective Date.



18. Section 409A of the Code




     This Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of
the Code and Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the
Effective Date. Notwithstanding other provisions of the Plan or any Award Agreements thereunder, no
Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a
manner that would result in the imposition of an additional tax under Section 409A of the Code upon
a Participant. In the event that it is reasonably determined by the Committee that, as a result of
Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the
time contemplated by the terms of the Plan or the relevant Award Agreement, as the case may be,
without causing the Participant holding such Award to be subject to taxation under Section 409A of
the Code, the Company will make such payment on the first day that would not result in the
Participant incurring any tax liability under Section 409A of the Code, which action may include,
but is not limited to, delaying payment to a Participant who is a “specified employee” within the
meaning of Section 409A of the Code until the first day following the six month period beginning on
the date of the Participant’s termination of Employment. The Company shall use commercially
reasonable efforts to implement the provisions of this Section 18 in good faith; provided
that neither the Company, the Committee nor any of the Company’s employees, directors or
representatives shall have any liability to Participants with respect to this Section 18.




	19.	 	Miscellaneous.






     (a) Transfers and Leaves of Absence. For purposes of the Plan, unless the Committee
determines otherwise: (i) a transfer of a Participant’s Employment without an intervening period
of separation among the Company and any Subsidiary or Affiliate of the Company shall not be
deemed a termination of Employment, and (ii) a Participant who is granted a leave of absence in
writing or who is entitled to a statutory leave of absence shall be deemed to have remained in
the employ of the Company (or such Subsidiary or Affiliate, as applicable) during such leave of
absence.




     (b) Right of Offset. The Company shall have the right to offset against its
obligation to deliver Shares (or other property or cash) under the Plan or any Award Agreement
any outstanding amounts (including, without limitation, travel and entertainment or advance
account balances, loans, repayment obligations under any Awards or amounts repayable to the



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Company pursuant to tax equalization, housing, automobile or other employee programs) that the
Participant then owes to the Company and any amounts the Committee otherwise deems appropriate
pursuant to any tax equalization policy or agreement; provided, that the Participant is first
offered the opportunity to pay cash for such outstanding amounts. Notwithstanding the foregoing,
the Committee shall have no right to offset against its obligation to deliver Shares (or other
property or cash) under the Plan, in respect of any Award, or in respect of any non-qualified
deferred compensation amounts if such offset would subject the Participant to the additional tax
imposed under Section 409A in respect of such off-set Award or non-qualified deferred
compensation amount.




     (c) Waiver of Claims. Each Participant who receives an Award recognizes and agrees
that before being selected by the Committee to receive an Award he or she has no right to any
benefits under such Award. Accordingly, in consideration of the Participant’s receipt of any
Award hereunder, he or she expressly waives any right to contest the amount of any Award, the
terms of any Award Agreement, any determination, action or omission hereunder or under any Award
Agreement by the Committee; the Company, its Subsidiaries, and Affiliates; or the Board, or any
amendment to the Plan or any Award Agreement (other than an amendment to the Award Agreement for
which his or her consent is expressly required by the express terms of the Award Agreement or the
Plan).




     (d) Nature of Payments. Any and all grants of Awards and deliveries of cash,
securities or other property under the Plan shall be in consideration of services performed or to
be performed for the Company by the Participant. Awards under the Plan may, in the discretion of
the Committee, be made in substitution in whole or in part for cash or other compensation
otherwise payable to a Participant. Only whole Shares shall be delivered under the Plan. Awards
shall, to the extent reasonably practicable, be aggregated in order to eliminate any fractional
Shares. Fractional Shares may, in the discretion of the Committee, be forfeited or be settled in
cash or otherwise as the Committee may determine. All grants and deliveries of Shares, cash,
securities or other property under the Plan shall constitute a special discretionary incentive
payment to the Participant and shall not be required to be taken into account in computing the
amount of salary or compensation of the Participant for the purpose of determining any
contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life
insurance, severance or other benefit plan of the Company or under any agreement with the
Participant, unless the Company specifically provides otherwise.




     (e) Shares Covered by Plan. For purposes of Section 3, a Share will be considered
to be “covered by” the Plan if (i) if it is available for issuance pursuant to the Plan but is
not
subject to an outstanding award or (ii) it is subject to an outstanding Award. For purposes
of Section 3, (A) an Option or Stock Appreciation Right that has been granted under the Plan will
be considered to be an “outstanding” Award until is it exercised or otherwise terminates or
expires by its terms, (B) a Share that has been granted as an Award under the Plan that is
subject to vesting conditions will be considered an “outstanding” Award until the vesting
conditions have been satisfied or the Award otherwise terminates or expires unvested by its terms
and (C) any Award other than an Option, Stock Appreciation Right or Share that is subject to
vesting conditions will be considered to be an “outstanding” award until it has been settled.




     (f) Non-Uniform Determinations. The Committee’s determinations under the Plan and
Award Agreements need not be uniform and any such determinations may be made by it selectively
among Participants who receive, or Persons in the Employment of the Company,



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its Subsidiaries, or
its Affiliates 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 Committee shall
be entitled, among other things, to make non-uniform and selective determinations under Award
Agreements, and to enter into non-uniform and selective Award Agreements, as to (i) the Persons
to receive Awards, (ii) the terms and provisions of Awards and (iii) whether a Participant’s
Employment has been terminated for purposes of the Plan.




     (g) No Third Party Beneficiaries. Except as expressly provided in the Plan or an
Award Agreement, neither the Plan nor any Award Agreement shall confer on any Person other than
the Company and the Participant receiving any Award any rights or remedies thereunder.




     (h) 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.




     (i) Plan Headings. The headings in the Plan are for the purpose of convenience only
and are not intended to define or limit the construction of the provisions hereof.




     (j) Severability. Whenever possible, each provision of the Plan shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of the
Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any
other provision or any other jurisdiction, but the Plan shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had never been
contained herein.




     (k) Participant Representations. The Company may require a Participant, as a
condition to the grant or exercise of, or acquisition of Shares under, any Option or Stock
Appreciation Right, (A) to give written representations satisfactory to the Company as to the
Participant’s knowledge and experience in financial and business matters, and/or to employ a
purchaser representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and to give written representations satisfactory
to the Company that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option or Stock Appreciation Right; (B) to
give written representations satisfactory to the Company stating that the Participant is
acquiring the Shares subject to the Option or Stock Appreciation Right for the Participant’s
own account and not with any present intention of selling or otherwise distributing the Shares;
and (C) to give such other written representations as are deemed necessary or appropriate by the
Company and its counsel. The foregoing requirements, and any representations given pursuant to
such requirements, shall be inoperative if (1) the issuance of the Shares upon the exercise or
acquisition of Shares under the applicable Option or Stock Appreciation Right has been registered
under a then currently effective registration statement under the Securities Act or (2) as to any
particular requirement, a determination is made by counsel for the Company that such requirement
need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan
as such counsel deems necessary or appropriate in order to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the Shares.




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