Unassociated Document


    GENERAL
      STEEL HOLDINGS, INC.

    


    2008
      EQUITY INCENTIVE PLAN

     

    
      	
              1.

            	
              Purpose;
                Establishment 

            


    

     

    The
      General Steel Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”) is intended
      to encourage ownership of shares of the Company’s Common Stock by selected
      Employees, Directors, and Consultants of the Company and its Affiliates and
      to
      provide an additional incentive to those Employees, Directors, and Consultants
      to promote the success of the Company and its Affiliates. The Plan has been
      adopted and approved by the Board of Directors and the stockholders of the
      Company and is effective as of June __, 2008. 

     

    
      	
              2.

            	
              Definitions
                

            


    

     

    As
      used
      in the Plan, the following definitions apply to the terms indicated below:
      

     

    (a) “Affiliate”
      means any entity if, at the time of granting of an Award (A) the Company,
      directly or indirectly, owns at least 50% of the combined voting power of all
      classes of stock of such entity or at least 50% of the ownership interests
      in
      such entity or (B) such entity, directly or indirectly, owns at least 50%
      of the combined voting power of all classes of stock of the Company.


     

    (b) “Agreement”
      shall mean either the written agreement between the Company and a Participant
      or
      a written notice from the Company to a Participant evidencing an Award.


     

    (c) “Award”
      shall mean any Option, Restricted Stock, Phantom Stock, Stock Bonus, Stock
      Appreciation Right or Other Award granted pursuant to the terms of the Plan.
      

     

    (d) “Board
      of Directors” shall mean the Board of Directors of the Company. 

     

    (e) “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and
      any regulations promulgated thereunder. 

     

    (f) “Committee”
      shall mean, at the discretion of the Board of Directors, the full Board of
      Directors or the Compensation Committee of the Board of Directors. 

     

    (g) “Company”
      shall mean General Steel Holdings, Inc., a Nevada corporation. 

     

    (h) “Common
      Stock” shall mean the common stock of the Company, par value $0.001 per share.


     

    (i) “Consultant”
      shall mean any individual or entity who is performing advisory or other
      consulting services for the Company. 

     

    (j) A
      “Corporate Change in Control” shall be deemed to have occurred: 

     

    (i) upon
      the acquisition of beneficial ownership (as determined pursuant to the
      provisions of Rule 13d-3 under the Exchange Act and Treas. Reg. §1.409A-3(i)(5))
      (“Treasury Regulation”) of securities of the Company representing more than
      fifty percent (50%) of the combined voting power of the Company’s then
      outstanding securities by a person, entity or “group”, within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Exchange Act and the Treasury
      Regulation (excluding for this purpose, the Company or its Affiliates, or any
      employee benefit plan of the Company), pursuant to a transaction or series
      of
      related transactions which the Board of Directors does not approve; or



    
      
         

      

      
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    (ii)
      at
      such time as individuals who as of January 1, 2008 constitute the Board of
      Directors (the “Incumbent Board”) cease during any 12-month period for any
      reason to constitute a majority of the Board of Directors, provided that any
      person becoming a director subsequent to January 1, 2008 whose election or
      nomination for election by the Company’s stockholders was approved by a vote of
      at least a majority of the directors then comprising the Incumbent Board, shall,
      for purposes of the Plan, be considered as though such person were a member
      of
      the Incumbent Board (unless such individual is an individual whose initial
      assumption of office is in connection with an actual or threatened election
      contest related to the election of the directors of the Company, as such terms
      are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act
      and
      the Treasury Regulation); or 

     

    (iii) the
      occurrence of any other event which is considered a Corporate Change in Control
      under the Treasury Regulation. 

     

    (k) “Corporate
      Transaction” shall mean the following unless and until the transaction becomes a
      Corporate Change in Control: 

     

    (i) a
      reorganization, recapitalization, merger or consolidation unless more than
      fifty
      percent (50%) of the Company’s outstanding voting stock or the voting stock
      of the corporation resulting from the transaction (or the parent of such
      corporation) is held subsequent to the transaction by the persons who held
      the
      stock of the Company immediately prior to such transaction, or 

     

    (ii) the
      sale, transfer or other disposition of all or substantially all of the assets
      of
      the Company to a successor in interest to the business of the Company.


     

    (l) “Covered
      Employee” shall have the meaning set forth in Section 162(m) of the Code.


     

    (m) “Designated
      Employee” shall mean an Employee designated by the Committee, in its sole
      discretion, as a “Designated Employee” for purposes of the Plan at any time
      prior to the effective date of a Corporate Transaction. 

     

    (n) “Director”
      shall mean a member of the Board of Directors. 

     

    (o) “Effective
      Date” shall mean June __, 2008. 

     

    (p) “Employee”
      shall mean an individual employed by the Company or an Affiliate as a common
      law
      employee (determined under the regular personnel policies, practices and
      classifications of the Company or the Affiliate, as applicable). An individual
      is not considered an Employee for purposes of the Plan if the individual is
      classified as a consultant or contractor under the Company or an Affiliate’s
      regular personnel classifications and practices, or if the individual is a
      party
      to an agreement to provide services to the Company or an Affiliate without
      participating in the Plan, notwithstanding that such individual may be treated
      as a common law employee for payroll tax, coverage requirements under
      Section 410(b) of the Code, nondiscrimination requirements under
      Section 401(a)(4) of the Code or other legal purposes. 

     

    (q) “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended from time to
      time. 

     

    (r) “Fair
      Market Value” of a share of Common Stock of the Company as of a specified date
      for the purposes of the Plan shall mean the closing price of a share of the
      Common Stock on the principal securities exchange (including the NYSE Arca)
      on
      which such shares are traded on the date of grant, or if the shares are not
      traded on a securities exchange, Fair Market Value shall be deemed to be the
      average of the high bid and low asked prices of the shares in the
      over-the-counter market on the date of grant. If the shares are not publicly
      traded, Fair Market Value of a share of Common Stock (including, in the case
      of
      any repurchase of shares, any distributions with respect thereto which would
      be
      repurchased with the shares) shall be determined in good faith by the Board
      of
      Directors or the Committee in accordance with the Treasury Regulation. In no
      case shall Fair Market Value be determined with regard to restrictions other
      than restrictions which, by their terms, will never lapse. 


    
      
         

      

      
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    (s) “Incentive
      Stock Option” shall mean an Option that is an “incentive stock option” within
      the meaning of Section 422 of the Code, or any successor provision, and
      that is designated by the Committee as an incentive stock option. 

     

    (t) “Nonqualified
      Stock Option” shall mean an Option other than an Incentive Stock Option.


     

    (u) “Option”
      shall mean an option to purchase shares of Common Stock granted pursuant to
      Section 7. 

     

    (v) “Other
      Award” shall mean an award granted pursuant to Section 11. 

     

    (w) “Participant”
      shall mean an Employee, Director or Consultant to whom an Award is granted
      pursuant to the Plan. 

     

    (x) “Phantom
      Stock” shall mean the right, granted pursuant to Section 9, to receive in
      cash, shares or other property an amount, the value of which is related to
      the
      Fair Market Value of a share of Common Stock. 

     

    (y) “Restricted
      Stock” shall mean a share of Common Stock which is granted pursuant to the terms
      of Section 8 and which is subject to restrictions as set forth in
      Section 8(d). 

     

    (z) “Rule
      16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act, as amended from
      time to time. 

     

    (aa) “Securities
      Act” shall mean the Securities Act of 1933, as amended from time to time.


     

    (bb) “Stock
      Appreciation Right” shall mean the right to receive an amount equal to the
      excess of the Fair Market Value of a share of Common Stock (as determined on
      the
      date of exercise), over (i) if the Stock Appreciation Right is not related
      to an Option, the purchase price of a share of Common Stock on the date the
      Stock Appreciation Right was granted, or (ii) if the Stock Appreciation
      Right is related to an Option, the purchase price of a share of Common Stock
      specified in the related Option, and pursuant to such further terms and
      conditions as are provided under Section 11. 

     

    (cc) “Stock
      Bonus” shall mean a bonus payable in shares of Common Stock granted pursuant to
      Section 10. 

    


    (dd)
      Treasury Regulation” shall mean the regulations under 26 U.S.C. §1.409A and any
      section or subsection thereof specified herein.

     

    (ee) “Vesting
      Date” shall mean the date established by the Committee on which an Award shall
      vest. 

     

    
      	
              3.

            	
              Stock
                Subject to the Plan 

            


    

     

    (a) Shares
      Available for Awards.    The
      maximum number of shares of Common Stock reserved for issuance under the Plan
      shall be 1,000,000 shares (subject to adjustment as provided herein). Such
      shares may be authorized but unissued Common Stock or authorized and issued
      Common Stock held in the Company’s treasury. The Committee 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 pursuant to the Plan.   


    
      
         

      

      
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    (b) Adjustment
      for Change in Capitalization.    In
      the event that any dividend or other distribution is declared (whether in the
      form of cash, Common Stock, or other property), or there occurs any
      recapitalization, reclassification, stock split, reverse stock split,
      reorganization, merger, consolidation, spin-off, combination, repurchase, or
      share exchange, or other similar corporate transaction or event, unless
      otherwise determined by the Committee in its sole and absolute discretion,
      (1) the number and kind of shares of stock which may thereafter be issued
      in connection with Awards, (2) the number and kind of shares of stock or
      other property issued or issuable in respect of outstanding Awards, (3) the
      exercise price, grant price or purchase price relating to any outstanding Award,
      and (4) the maximum number of shares subject to Awards which may be awarded
      to any Participant during any tax year of the Company shall be equitably
      adjusted as necessary to prevent the dilution or enlargement of the rights
      of
      Participants; provided that, with respect to Incentive Stock Options, such
      adjustment shall be made in accordance with Section 424 of the Code.


     

    (c) Adjustment
      for Change or Exchange of Shares for Other Consideration.    In
      the event the outstanding shares of Common Stock shall be changed into or
      exchanged for any other class or series of capital stock or cash, securities
      or
      other property pursuant to a recapitalization, reclassification, reorganization,
      merger, consolidation, spin-off, combination, repurchase, or share exchange,
      or
      other similar corporate transaction or event (“Transaction”), then, unless
      otherwise determined by the Committee in its sole and absolute discretion,
      (1) each outstanding Option shall thereafter become exercisable for the
      number and/or kind of capital stock, and/or the amount of cash, securities
      or
      other property so distributed, into which the shares of Common Stock subject
      to
      the Option would have been changed or exchanged had the Option been exercised
      in
      full prior to such transaction, provided that, if necessary, the provisions
      of
      the Option shall be appropriately adjusted so as to be applicable, as nearly
      as
      may reasonably be, to any shares of capital stock, cash, securities or other
      property thereafter issuable or deliverable upon exercise of the Option, and
      (2) each outstanding Award that is not an Option and that is not
      automatically changed in connection with the Transaction shall represent the
      number and/or kind of shares of capital stock, and/or the amount of cash,
      securities or other property so distributed, into which the number of shares
      of
      Common Stock covered by the outstanding Award would have been changed or
      exchanged had they been held by a shareholder of the Company. 

     

    (d) Reuse
      of Shares.    The
      following shares of Common Stock shall again become available for Awards:
      (1) any shares subject to an Award that remain unissued upon the
      cancellation, surrender, exchange or termination of such award for any reason
      whatsoever; (2) any shares of Restricted Stock forfeited and (3) any
      previously owned or withheld shares of Common Stock obtained by the Participant
      pursuant to an Award and received by the Company in exchange for Option shares
      upon a Participant’s exercise of an Option, as permitted under
      Section 7(c)(ii). 

     

    
      	
              4.

            	
              Administration
                of the Plan 

            


    

     

    The
      Plan
      shall be administered by the Committee. The Committee shall have the authority
      in its sole discretion, subject to and not inconsistent with the express
      provisions of the Plan, to administer the Plan and to exercise all the powers
      and authorities either specifically granted to it under the Plan or necessary
      or
      advisable in the administration of the Plan, including, without limitation,
      the
      authority to grant Awards; to determine the persons to whom and the time or
      times at which Awards shall be granted; to determine the type and number of
      Awards to be granted, the number of shares of Common Stock to which an Award
      may
      relate and the terms, conditions, restrictions and performance criteria relating
      to any Award; to determine whether, to what extent, and under what circumstances
      an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to
      make adjustments in any applicable performance goals in recognition of unusual
      or nonrecurring events affecting the Company or the financial statements of
      the
      Company, or in response to changes in applicable laws, regulations, or
      accounting principles; to construe and interpret the Plan and any Award; to
      prescribe, amend and rescind rules and regulations relating to the Plan; to
      determine the terms and provisions of Agreements; and to make all other
      determinations deemed necessary or advisable for the administration of the
      Plan.



    
      
         

      

      
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    The
      Committee may, in its sole and absolute discretion, without amendment to the
      Plan, waive or amend the operation of Plan provisions respecting exercise after
      termination of employment or service to the Company or an Affiliate and, except
      as otherwise provided herein, adjust any of the terms of any Award. The
      Committee may also (a) accelerate the date on which any Award granted under
      the Plan becomes exercisable or (b) accelerate the Vesting Date or waive or
      adjust any condition imposed hereunder with respect to the vesting or
      exercisability of an Award, provided that the Committee determines that such
      acceleration, waiver or other adjustment is necessary or desirable in light
      of
      extraordinary circumstances and does not trigger the application of §409A of the
      Internal Revenue Code of 1986, as amended (“Code”). Notwithstanding anything in
      the Plan to the contrary, no Award outstanding under the Plan may be repriced,
      regranted through cancellation or otherwise amended to reduce the exercise
      price
      applicable thereto (other than with respect to adjustments made in connection
      with a Transaction or other change in the Company’s capitalization) without the
      approval of the Company’s stockholders. 

     

    
      	
              5.

            	
              Eligibility
                

            


    

     

    The
      persons who shall be eligible to receive Awards pursuant to the Plan shall
      be
      such Employees (including officers of the Company, whether or not they are
      members of the Board of Directors), Directors and Consultants as the Committee
      shall select from time to time. The grant of an Award hereunder in any year
      to
      any Employee, Director or Consultant shall not entitle such person to a grant
      of
      an Award in any future year. 

     

    
      	
              6.

            	
              Awards
                Under the Plan; Agreements


            


    

     

    The
      Committee may grant Options, shares of Restricted Stock, shares of Phantom
      Stock, Stock Bonuses, Stock Appreciation Rights and Other Awards in such amounts
      and with such terms and conditions as the Committee shall determine, subject
      to
      the provisions of the Plan. Each Award granted under the Plan shall be evidenced
      by an Agreement which shall contain such provisions as the Committee may in
      its
      sole discretion deem necessary or desirable which are not in conflict with
      the
      terms of the Plan. By accepting an Award, a Participant thereby agrees that
      the
      Award shall be subject to all of the terms and provisions of the Plan and the
      applicable Agreement. 

     

    
      	
              7.

            	
              Options
                

            


    

     

    (a) Identification
      of Options.    Each
      Option shall be clearly identified in the applicable Agreement as either an
      Incentive Stock Option or a Nonqualified Stock Option. Each Option shall state
      the number of shares of the Common Stock to which it pertains. Incentive Stock
      Options may only be granted to Employees. 

     

    (b) Exercise
      Price.    Each
      Agreement with respect to an Option shall set forth the amount (the “option
      exercise price”) payable by the grantee to the Company upon exercise of the
      Option. Subject to Section 7(d) (if applicable), the option exercise price
      per share shall be determined by the Committee at the time of grant and shall
      be
      in an amount at least equal to the Fair Market Value on the date of grant.
      

     

    (c) Term
      and Exercise of Options. 

     

    (i) Each
      Option shall become exercisable at the pre-determined time or times determined
      by the Committee or upon the achievement of the performance objectives
      determined by the Committee, in each case as set forth in the applicable
      Agreement. Subject to Section 7(d) (if applicable), the expiration date of
      each Option shall be ten (10) years from the date of the grant thereof, or
      at such earlier or later time as the Committee shall expressly state in the
      applicable Agreement. 

     

    (ii) An
      Option shall be exercised by delivering written notice of exercise to the
      Company on any business day, at the Company’s principal office, on the form
      specified by the Company. Such notice shall specify the number of shares of
      Common Stock with respect to which the Option is being exercised and which
      exercise method shall be used, as determined by the Committee in its sole
      discretion, and the Committee may approve payment in whole or in part by an
      alternative method, including (i) by means of any cashless exercise procedure
      approved by the Committee, (ii) in the form of unrestricted shares of Common
      Stock already owned by the Participant on the date of surrender to the extent
      the shares of Common Stock having a Fair Market Value on the date of surrender
      equal to the aggregate exercise price of the shares as to which such Option
      shall be exercised, provided
      that,
      in
      the case of an Incentive Stock Option, the right to make payment in the form
      of
      already owned shares of Common Stock may be authorized only at the time of
      grant, (iii) by check or payroll deduction or (iv) any combination of the
      foregoing. 


    
      
         

      

      
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    (iii) Certificates
      for shares of Common Stock purchased upon the exercise of an Option shall be
      issued in the name of or for the account of the Participant or other person
      entitled to receive such shares, and delivered to the Participant or such other
      person as soon as practicable following the effective date on which the Option
      is exercised. 

     

    (iv) An
      Agreement may stipulate that an Option which becomes exercisable shall be
      subject to cancellation. In such event, the Committee shall determine the date
      or dates, or event or events, upon which such cancellation shall become
      effective, as the case may be, and those provisions shall be set forth in the
      applicable Agreement. 

     

    (d) Limitations
      on Incentive Stock Options. 

     

    (i) The
      exercise price per share of Common Stock deliverable upon the exercise of an
      Incentive Stock Option shall be not less than the Fair Market Value of a share
      of Common Stock as determined on the date of grant. 

     

    (ii) To
      the extent that the aggregate Fair Market Value of shares of Common Stock with
      respect to which Incentive Stock Options are exercisable for the first time
      by a
      Participant during any calendar year under the Plan and any other stock option
      plan of the Company or an Affiliate shall exceed $100,000, such Options shall
      be
      treated as Nonqualified Stock Options. Such Fair Market Value shall be
      determined as of the date on which each such Incentive Stock Option is granted.
      

     

    (e)
      No
      Incentive Stock Option may be granted to an individual if, at the time of the
      proposed grant, such individual owns (or is deemed to own under the Code) stock
      possessing more than ten percent of the total combined voting power of all
      classes of stock of the Company unless (A) the exercise price of such
      Incentive Stock Option is at least 110% of the Fair Market Value of a share
      of
      Common Stock at the time such Incentive Stock Option is granted and
      (B) such Incentive Stock Option is not exercisable after the expiration of
      five years from the date such Incentive Stock Option is granted. 

     

    
      	
              8.

            	
              Restricted
                Stock 

            


    

     

    (a) Price.    At
      the time of the grant of shares of Restricted Stock that do not represent
      deferred compensation, the Committee shall determine the price, if any, to
      be
      paid by the Participant for each share of Restricted Stock subject to the Award.
      

     

    (b) Vesting
      Date.    At
      the time of the grant of shares of Restricted Stock, the Committee may establish
      a Vesting Date or Vesting Dates with respect to such shares. The Committee
      may
      divide such shares into classes and assign a different Vesting Date for each
      class. Provided that all conditions to the vesting of a share of Restricted
      Stock imposed pursuant to Section 8(c) are satisfied, and except as
      provided in Section 8(h), upon the occurrence of the Vesting Date with
      respect to a share of Restricted Stock, such share shall vest and the
      restrictions of Section 8(d) shall lapse. 


    
      
         

      

      
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    (c) Conditions
      to Vesting.    At
      the time of the grant of shares of Restricted Stock, the Committee may impose
      such restrictions or conditions to the vesting of such shares as it, in its
      absolute discretion, deems appropriate. 

     

    (d) Restrictions
      on Transfer Prior to Vesting.    Prior
      to the vesting of a share of Restricted Stock, no transfer of a Participant’s
      rights with respect to such share, whether voluntary or involuntary, by
      operation of law or otherwise, shall be permitted. Immediately upon any attempt
      to transfer such rights, such share, and all of the rights related thereto,
      shall be forfeited by the Participant. 

     

    (e) Dividends
      on Restricted Stock.    The
      Committee in its discretion may require that any dividends paid on shares of
      Restricted Stock be held in escrow until all restrictions on such shares have
      lapsed. 

     

    (f) Issuance
      of Certificates.    Following
      the date of grant with respect to shares of Restricted Stock, the Company shall
      cause to be issued a stock certificate, registered in the name of or for the
      account of the Participant to whom such shares were granted, evidencing such
      shares. Each such stock certificate shall bear the following legend:


     

    The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the restrictions, terms and conditions (including forfeiture
      provisions and restrictions against transfer) contained in or imposed pursuant
      to the General Steel Holdings, Inc. 2008 Equity Incentive
      Plan.

     

    Such
      legend shall not be removed until such shares vest pursuant to the terms hereof.
      

     

    Each
      certificate issued pursuant to this Section 8(f), together with the stock
      powers relating to the shares of Restricted Stock evidenced by such certificate,
      shall be held by the Company unless the Committee determines otherwise.


     

    (g) Consequences
      of Vesting.    Upon
      the vesting of a share of Restricted Stock pursuant to the terms hereof, the
      restrictions of Section 8(d) shall lapse with respect to such share.
      Following the date on which a share of Restricted Stock vests, the Company
      shall
      cause to be delivered to the Participant to whom such shares were granted,
      a
      certificate evidencing such share, free of the legend set forth in
      Section 8(f). 

     

    (h) Effect
      of Termination of Employment or Service.    Except
      as set forth in Section 12(c), (d) or (e) or as set forth in the
      applicable Agreement, upon the termination of a Participant’s employment or
      service, for any reason other than For Cause, any and all shares to which
      restrictions on transferability apply shall be immediately forfeited by the
      Participant and transferred to, and reacquired by, the Company together with
      any
      dividends paid on such shares; provided that if the Committee, in its sole
      and
      absolute discretion, shall within thirty (30) days after such termination
      of employment or service, notify the Participant in writing of its decision
      not
      to terminate the Participant’s rights in such shares, then the Participant shall
      continue to be the owner of such shares subject to such continuing restrictions
      as the Committee may prescribe in such notice. In the event of a forfeiture
      of
      shares pursuant to this section, the Company shall repay to the Participant
      (or
      the Participant’s estate) any amount paid by the Participant for such shares. In
      the event that the Company requires a return of shares, it shall also have
      the
      right to require the return of all dividends paid on such shares, whether by
      termination of any escrow arrangement under which such dividends are held or
      otherwise. 

     

    (i) In
      the event of the termination of a Participant’s employment or service For Cause,
      any and all shares which have not vested shall be immediately forfeited by
      the
      Participant and transferred to, and reacquired by, the Company, together with
      any dividends paid on such shares, in return for which the Company shall repay
      to the Participant any amount paid by the Participant for such shares.


     

    (j) Special
      Provisions Regarding Awards.  Notwithstanding
      anything to the contrary contained herein, Restricted Stock granted pursuant
      to
      this Section 8 to Covered Employees, Consultants or Directors may be based
      on the attainment of performance goals pre-established by the Committee. To
      the
      extent permitted under Section 162(m) of the Code (including, without
      limitation, compliance with any requirements for shareholder approval), the
      Committee may designate additional business criteria on which the performance
      goals may be based or adjust, modify or amend the aforementioned business
      criteria. Such shares of Restricted Stock shall be released from restrictions
      only after the attainment of such performance measures has been certified by
      the
      Committee. 


    
      
         

      

      
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              9.

            	
              Phantom
                Stock 

            


    

     

    (a) General.    Grants
      of units of Phantom Stock may be granted by the Committee in its discretion,
      provided that any such Award shall (except as otherwise provided in
      Section 12, 13 or 14 hereof) have a final Vesting Date not earlier than the
      first anniversary of the date of grant of the Award. 

     

    (b) Vesting
      Date.    At
      the time of the grant of units of Phantom Stock, the Committee shall establish
      a
      Vesting Date or Vesting Dates with respect to such units (subject to the
      provisions of Section 9(a) hereof). The Committee may divide such units
      into classes and assign a different Vesting Date for each class. Provided that
      all conditions to the vesting of a share of Phantom Stock imposed pursuant
      to
      Section 9(c) are satisfied, and except as provided in Section 9(d),
      upon the occurrence of the Vesting Date with respect to a share of Phantom
      Stock, such unit shall vest. 

     

    (c) Benefit
      Upon Vesting.    Upon
      the vesting of a unit of Phantom Stock, the Participant shall be paid, within
      30
      days of the date on which such unit vests, an amount, in cash and/or shares
      of
      Common Stock, as determined by the Committee, equal to the sum of (1) the
      Fair Market Value of a share of Common Stock on the date on which such share
      of
      Phantom Stock vests and (2) the aggregate amount of cash dividends paid
      with respect to a share of Common Stock during the period commencing on the
      date
      on which the unit of Phantom Stock was granted and terminating on the date
      on
      which such unit vests. 

     

    (d) Conditions
      to Vesting.    At
      the time of the grant of units of Phantom Stock, the Committee may impose such
      restrictions or conditions to the vesting of such units as it, in its absolute
      discretion, deems appropriate, to be contained in the Agreement. 

     

    (e) Effect
      of Termination of Employment or Service.    Except
      as set forth in Section 12(c), (d) or (e)  or as otherwise
      provided in the applicable Agreement, units of Phantom Stock that have not
      vested, together with any dividends credited on such units, shall be forfeited
      upon the Participant’s termination of employment or service, for any reason.


     

    (f) Special
      Provisions Regarding Awards.    Notwithstanding
      anything to the contrary contained herein, the vesting of Phantom Stock granted
      pursuant to this Section 9 to Covered Employees, Consultants or Directors
      may be based on the attainment of performance criteria as described in
      Section 8(j), in each case, as determined in accordance with generally
      accepted accounting principles. No payment in respect of any such Phantom Stock
      award shall be paid to a Covered Employee, Consultant or Director, until the
      attainment of the respective performance measures have been certified by the
      Committee. 

     

    
      	
              10.

            	
              Stock
                Bonuses 

            


    

     

    Stock
      Bonus Awards may be granted by the Committee in its discretion, provided that
      any such Award shall be granted only in lieu of salary or cash bonuses payable
      to the Participant and shall (except as otherwise provided in Section 12,
      13 or 14 hereof) have a final Vesting Date not earlier than the first
      anniversary of the date of grant of the Award. In the event that the Committee
      grants a Stock Bonus, a certificate for the shares of Common Stock constituting
      such Stock Bonus shall be issued in the name of the Participant to whom such
      grant was made and delivered to such Participant as soon as practicable after
      the date on which such Stock Bonus is payable. Each Stock Bonus Award granted
      hereunder shall be payable within the earlier of (i) two and one half months
      after the end of the fiscal year of the Company it is granted, or (ii) the
      date
      the related salary or cash bonus was otherwise to be paid.


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              11.

            	
              Other
                Awards; Stock Appreciation Rights


            


    

     

    (a)
      Other
      forms of Awards (including any Stock Appreciation Rights, hereinafter “Other
      Awards”) valued in whole or in part by reference to, or otherwise based on,
      Common Stock may be granted either alone or in addition to other Awards under
      the Plan. Other Awards may be granted by the Committee in its discretion,
      provided that any such Other Award shall (except as otherwise provided in
      Section 12, 13 or 14 hereof or with respect to Stock Appreciation Rights
      granted in connection with an Option) have a final Vesting Date not earlier
      than
      the first anniversary of the date of grant of the Award. Subject to the
      provisions of the Plan (including those set forth in the preceding sentence),
      the Committee shall have sole and complete authority to determine the persons
      to
      whom and the time or times at which such Other Awards shall be granted, the
      number of shares of Common Stock to be granted pursuant to such Other Awards
      and
      all other conditions of such Other Awards. 

     

    (b) A
      Stock Appreciation Right may be granted in connection with an Option, either
      at
      the time of grant or at any time thereafter during the term of the Option,
      or
      may be granted unrelated to an Option. 

     

    (c) A
      Stock Appreciation Right related to an Option shall require the holder, upon
      exercise, to surrender such Option with respect to the number of shares as
      to
      which such Stock Appreciation Right is exercised, in order to receive cash
      payment of any amount computed pursuant to Section 11(f). Such Option will,
      to the extent surrendered, then cease to be exercisable. 

     

    (d) In
      the case of Stock Appreciation Rights granted in relation to Options, if the
      Appreciation Right covers as many shares as the related Option, the exercise
      of
      a related Option shall cause the number of shares covered by the Stock
      Appreciation Right to be reduced by the number of shares with respect to which
      the related Option is exercised. If the Stock Appreciation Right covers fewer
      shares than the related Option, when a portion of the related Option is
      exercised, the number of shares subject to the unexercised Stock Appreciation
      Right shall be reduced only to the extent necessary so that the number of
      remaining shares subject to the Stock Appreciation Right is not more than the
      remaining shares subject to the Option. 

     

    (e) Subject
      to Section 11(k) and to such rules and restrictions as the Committee may
      impose, a Stock Appreciation Right granted in connection with an Option will
      be
      exercisable at such time or times, and only to the extent that a related Option
      is exercisable, and will not be transferable except to the extent that such
      related Option may be transferable. 

     

    (f) Upon
      the exercise of a Stock Appreciation Right related to an Option, the holder
      will
      be entitled to receive payment of an amount determined by multiplying:


     

    (i) The
      difference obtained by subtracting the exercise price of a share of Common
      Stock
      specified in the related Option from the Fair Market Value of a share of Common
      Stock on the date of exercise of such Stock Appreciation Right, by 

     

    (ii) The
      number of shares as to which such Stock Appreciation Rights will have been
      exercised. 

    


    Notwithstanding
      anything herein to the contrary, payment of any Stock Appreciation Rights shall
      comply with §409A of the Internal Revenue Code of 1986, as amended.

     

    (g) A
      Stock Appreciation Right granted without relationship to an Option will be
      payable at such times as are specified in the Plan or any separate Agreement
      with the Participant, but in no event after ten years from the date of grant.
      

     

    (h) A
      Stock Appreciation Right granted without relationship to an Option will entitle
      the holder, upon exercise of the Stock Appreciation Right, to receive payment
      of
      an amount determined by multiplying: 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    (i) The
      difference obtained by subtracting the Fair Market Value of a share of Common
      Stock on the date the Stock Appreciation Right is granted from the Fair Market
      Value of a share of Common Stock on the date of exercise of such Stock
      Appreciation Right, by 

     

    (ii) the
      number of shares as to which such Stock Appreciation Rights will have been
      exercised. 

     

    (i) Notwithstanding
      subsections (f) and (h) above, the Committee may place a limitation on
      the amount payable upon exercise of a Stock Appreciation Right. Any such
      limitation must be determined as of the date of grant and noted on the
      instrument evidencing the Participant’s Stock Appreciation Right granted
      hereunder. 

     

    (j) Payment
      of the amount determined under subsections (f) and (h) above may be
      made solely in whole shares of Common Stock valued at their Fair Market Value
      on
      the date of exercise of the Stock Appreciation Right or alternatively, in the
      sole discretion of the Committee, solely in cash or a combination of cash and
      shares. If the Committee decides that full payment will be made in shares of
      Common Stock, and the amount payable results in a fractional share, payment
      for
      the fractional share will be made in cash. 

     

    (k) The
      Committee may impose such additional conditions or limitations on the exercise
      of a Stock Appreciation Right as it may deem necessary or desirable to secure
      for holders of Stock Appreciation Rights the benefits of Rule 16b-3, or any
      successor provision in effect at the time of grant or exercise of a Stock
      Appreciation Right, to prevent the application of tax Code §409A or as it may
      otherwise deem advisable. 

     

    
      	
              12.

            	
              Termination
                of Employment or Service 

            


    

     

    (a) A
      Participant who ceases (for any reason other than death, total and permanent
      disability, Retirement or termination of employment For Cause) to be an
      Employee, Consultant or Director of the Company or of an Affiliate may exercise
      any Option, Stock Appreciation Right or Other Award to the extent that such
      Award has vested on the date of such termination. Except for Nonqualified Stock
      Options which shall be exercisable only within six (6) months after such
      date of termination, and except as set forth in the next sentence or as
      otherwise set forth in the Plan, such Option, Stock Appreciation Right or Other
      Award shall be exercisable only within three (3) months after such date of
      termination, or, if earlier, within the originally prescribed term of the Award,
      unless the Committee shall set forth a different period in the applicable
      Agreement. For purposes of the Plan, employment or service shall not be deemed
      terminated by reason of a transfer to another employer which is the Company
      or
      an Affiliate. If any Option, Stock Appreciation Right or Other Award is not
      exercised following the Participant’s termination within the time specified, the
      Award shall terminate and the shares covered by such Option, Stock Appreciation
      Right or Other Award shall revert to the Plan. 

     

    (b) A
      Participant whose employment or service with the Company or an Affiliate is
      terminated For Cause shall forthwith immediately upon notice of such termination
      cease to have any right to exercise any Award, and the Award shall terminate
      and
      the shares covered by such Award shall revert to the Plan. For purposes of
      the
      Plan, termination “For Cause” shall be deemed to include (and is not limited to)
      dishonesty with respect to the Company or any Affiliate, insubordination,
      substantial malfeasance or non-feasance of duty, unauthorized disclosure of
      confidential information, breach by a Participant of any provision of any
      employment, nondisclosure, non-competition or similar agreement between the
      Participant and the Company or any Affiliate, and conduct substantially
      prejudicial to the business of the Company or an Affiliate. The determination
      of
      the Committee as to the existence of circumstances warranting a termination
      For
      Cause shall be conclusive. Any definition in an agreement between a Participant
      and the Company or an Affiliate, which contains a conflicting definition of
      For
      Cause and which is in effect at the time of such termination, shall supersede
      the definition in the Plan with respect to the Participant. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    (c) If
      a Participant ceases to be an Employee, Consultant or Director of the Company
      or
      of an Affiliate by reason of total and permanent disability, as determined
      by
      the Committee, any Award held by him or her on the date of disability shall
      be
      fully exercisable as of the date of such cessation. A disabled Participant
      may
      exercise such Award only within a period of one (1) year after the date of
      such cessation or within such different period as may be determined by the
      Committee and set forth in the applicable Agreement, or, if earlier, within
      the
      originally prescribed term of the Award. If any Award is not exercised following
      the Participant’s total and permanent disability within the time specified, the
      Award shall terminate and the shares covered by such Award shall revert to
      the
      Plan. For purposes of the Plan, a Participant shall be deemed to have a total
      and permanent disability if such Participant is entitled to receive benefits
      under the applicable long-term disability program of the Company, or, if no
      such
      program is in effect with respect to such Participant, if the Participant has
      become totally and permanently disabled within the meaning of Section 
409A(a)(2)(c) of the Code. 

     

    (d) If
      a Participant dies while the Participant is an Employee, Consultant or Director
      of the Company or of an Affiliate, any Award held by him at the date of death
      shall be fully exercisable as of the date of the Participant’s death. A deceased
      Participant’s legal representatives or one who acquires the Award by will or by
      the laws of descent and distribution may exercise such Award only within a
      period of one (1) year after the date of death or within such different
      period as may be determined by the Committee and set forth in the applicable
      Agreement, or, if earlier, within the originally prescribed term of the award.
      If any Award is not exercised following the Participant’s death within the time
      specified, the Award shall terminate and the shares covered by such Award shall
      revert to the Plan. 

     

    (e) Unless
      otherwise set forth in the applicable Agreement and to be applicable only to
      Participants who are Employees, immediately upon a Participant’s Retirement,
      such individual’s then unvested Awards, including those held by a permitted
      transferee of such individual, shall automatically accelerate and become fully
      vested for fifty percent (50%) of the number of shares covered by such
      unvested Awards and for an additional ten percent (10%) of the number of
      shares covered by such unvested Awards for every full year of employment by
      the
      Company or any of its Affiliates beyond ten (10) years, up to the remaining
      amount of the unvested Award. 

     

    Except
      as
      set forth in the following paragraph, upon Retirement of a Participant, such
      retired Participant (or permitted transferee of such individual) may exercise
      any then outstanding Awards to the extent vested only within a period of one
      (1) year after the date of Retirement or within such different period as
      may be determined by the Committee and set forth in the applicable Agreement
      or,
      if earlier, within the originally prescribed term of the Award. If any Award
      is
      not exercised following the Participant’s Retirement within the time specified,
      the Award shall terminate and the shares covered by such Award shall revert
      to
      the Plan. For purposes of this second paragraph of Section 12(e), the term
“Retirement” as to any Employee of the Company or any of its Affiliates shall
      mean such person’s leaving the employment of the Company and its Affiliates
      after reaching age 55 with ten (10) years of service with the Company or
      its Affiliates, but not including pursuant to any termination For Cause or
      pursuant to any termination for insufficient performance, as determined by
      the
      Company. 

     

    Upon
      Retirement of a Participant who is required to file statements with respect
      to
      securities of the Company pursuant to Section 16 of the Securities Exchange
      Act of 1934, such retired Participant (or permitted transferee of such
      individual) may exercise any then outstanding options held by such Participant,
      to the extent vested as of the retirement date, that are Nonqualified Stock
      Options for a period equal to the shorter of (x) the remaining term of the
      applicable option on the retirement date; or (y) three (3) years from
      the retirement date. If any such option is not exercised following the
      Participant’s Retirement within the time specified, such Nonqualified Stock
      Option shall terminate and the shares covered by such Nonqualified Stock Option
      shall revert to the Plan. For purposes of this third paragraph of
      Section 12(e), the term “Retirement” shall mean such termination of his or
      her service or employment with the Company and its affiliates after reaching
      age
      55 and having either (i) ten (10) years of total service with the
      Company or its affiliates or (ii) reached any age limit over the age of 55
      that has been established by the Board of Directors of the Company as the
      required age for retirement, but not including pursuant to any termination
      For
      Cause, as determined by the Company. 


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (f) Leave
      of Absence.    A
      Participant to whom an Award has been granted under the Plan who is absent
      from
      work with the Company or with an Affiliate because of temporary disability,
      or
      who is on a permitted leave of absence for any purpose, shall not, during the
      period of any such absence, be deemed by virtue of such absence alone, to have
      terminated his employment with the Company or with an Affiliate except as the
      Committee may otherwise expressly provide in the applicable Agreement.


     

    
      	
              13.

            	
              Effect
                of Corporate Transaction 

            


    

     

    (a) Options.    In
      the event of a Corporate Transaction, the Committee shall, prior to the
      effective date of the Corporate Transaction, as to each outstanding Option
      under
      the Plan either (i) make appropriate provisions for the Options to be
      assumed by the successor corporation or its parent or be replaced with a
      comparable option to purchase shares of the capital stock of the successor
      corporation or its parent; or (ii) upon written notice to the Participants
      provide that all Options must be exercised and the Plan will terminate (all
      Options having been made fully exercisable as set forth below in this
      Section 13(f); or (iii) terminate all Options in exchange for a cash
      payment equal to the excess of the then aggregate Fair Market Value of the
      shares subject to such Options (all Options having been made fully exercisable
      as set forth below in this Section 13) over the aggregate Option price
      thereof. Each outstanding Option under the Plan which is assumed in connection
      with a Corporate Transaction or is otherwise to continue in effect shall be
      appropriately adjusted, immediately after such Corporate Transaction, to apply
      and pertain to the number and class of securities which would have been issued,
      in consummation of such Corporate Transaction, to an actual holder of the same
      number of shares of the Common Stock as are subject to such Option immediately
      prior to such Corporate Transaction. Appropriate adjustments shall also be
      made
      to the Option price payable per share, provided the aggregate Option price
      payable for such securities shall remain the same. 

     

    (b) Other
      Awards.    In
      the event of a Corporate Transaction, the Committee shall, prior to the
      effective date of the Corporate Transaction, as to each outstanding Award (other
      than an Option) under the Plan either (i) make appropriate provisions for
      the Awards to be assumed by the successor corporation or its parent or be
      replaced with comparable Awards with respect to the successor corporation or
      its
      parent; (ii) provide that such Awards shall be fully vested and
      exercisable, as applicable, prior to such Corporate Transaction and, to the
      extent that such Awards (other than awards of Restricted Stock) are not
      exercised prior to such Corporate Transaction, shall terminate upon the
      consummation of the Corporate Transaction or (iii) terminate all such
      Awards in exchange for a cash payment equal to the then aggregate Fair Market
      Value of the shares subject to such Award (all Awards having been made fully
      exercisable as set forth below in this Section 13), less any applicable
      exercise price. 

     

    (c) Involuntary
      Employment Action.    If
      at any time within two (2) years of the effective date of a Corporate
      Transaction there is an Involuntary Employment Action with respect to any
      Designated Employee, each then outstanding Award assumed or replaced under
      this
      Section and held by such Designated Employee (or a permitted transferee of
      such
      person) shall, upon the occurrence of such Involuntary Employment Action,
      automatically accelerate so that each such Award shall immediately become fully
      vested or exercisable, as applicable. Upon the occurrence of an Involuntary
      Employment Action with respect to a Designated Employee, any outstanding Options
      or Stock Appreciation Right held by such Designated Employee (and his or her
      permitted transferees) shall be exercisable within one (1) year of the
      Involuntary Employment Action or, if earlier, within the originally prescribed
      term of the Option or Stock Appreciation Right. An “Involuntary Employment
      Action” as to an Designated Employee shall mean the involuntary termination of
      the Designated Employee’s employment with the Company or an Affiliate other than
      For Cause, or the termination by the Designated Employee of his employment
      with
      the Company and its Affiliates upon the occurrence, without the Participant’s
      express written consent, of any of the following circumstances unless such
      circumstances are corrected (provided such circumstances are capable of
      correction): (i) any adverse and material alteration and diminution in the
      Participant’s position, title or responsibilities (other than a mere change in
      title or reporting relationship) as they existed immediately prior to the
      Corporate Transaction or as the same may be increased from time to time
      thereafter, (ii) a reduction of the Participant’s annual base salary or
      targeted bonus opportunity, in each case as in effect on the date prior to
      the
      Corporate Transaction or as the same may be increased from time to time
      thereafter, or (iii) relocation of the offices at which the Participant is
      employed which increases the Participant’s daily commute by more than 100 miles
      on a round trip basis. 


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (d) Determination
      of Comparability.    The
      determination of comparability under this Section shall be made by the Committee
      and its determination shall be final, binding and conclusive. 

     

    (e) Other
      Adjustments.    The
      class and number of securities available for issuance under the Plan on both
      an
      aggregate and per participant basis shall be appropriately adjusted by the
      Committee to reflect the effect of the Corporate Transaction upon the Company’s
      capital structure. 

     

    (f) Termination
      of the Plan.    In
      the event the Company terminates the Plan or elects to cash out Options or
      Stock
      Appreciation Rights in accordance with clauses (ii) and (iii) of
      paragraph (a) or (b) of this Section 13, then the exercisability
      of each affected Award outstanding under the Plan shall be automatically
      accelerated so that each such Award shall immediately prior to such Corporate
      Transaction, become fully vested and may be exercised prior to such Corporate
      Transaction for all or any portion of such Award. The Committee shall, in its
      discretion, determine the timing and mechanics required to implement the
      foregoing sentence. 

     

    
      	
              14.

            	
              Acceleration
                Upon Corporate Change in Control


            


    

     

    In
      the
      event of a Corporate Change in Control then the exercisability or vesting of
      each Award outstanding under the Plan shall be automatically accelerated so
      that
      each such Award shall immediately prior to such Corporate Change in Control,
      become fully vested or exercisable for the full number of shares of the Common
      Stock purchasable under an Option to the extent not previously exercised and
      may
      be exercised for all or any portion of such shares within the originally
      prescribed term of the Option. 

     

    
      	
              15.

            	
              Rights
                as a Shareholder 

            


    

     

    No
      person
      shall have any rights as a shareholder with respect to any shares of Common
      Stock covered by or relating to any Award until the date of issuance of a stock
      certificate with respect to such shares. Except as otherwise expressly provided
      in Section 3(b), no adjustment to any Award shall be made for dividends or
      other rights for which the record date occurs prior to the date such stock
      certificate is issued. 

     

    
      	
              16.

            	
              No
                Employment Rights; No Right to Award


            


    

     

    Nothing
      contained in the Plan or any Agreement shall confer upon any Participant any
      right with respect to the continuation of employment by the Company or an
      Affiliate or interfere in any way with the right of the Company or an Affiliate,
      subject to the terms of any separate employment agreement to the contrary,
      at
      any time to terminate such employment or to increase or decrease the
      compensation of the Participant. No person shall have any claim or right to
      receive an Award hereunder. The Committee’s granting of an Award to a
      Participant at any time shall neither require the Committee to grant any other
      Award to such Participant or other person at any time or preclude the Committee
      from making subsequent grants to such Participant or any other person.


     

    
      	
              17.

            	
              Securities
                Matters 

            


    

     

    (a) Notwithstanding
      anything herein to the contrary, the Company shall not be obligated to cause
      to
      be issued or delivered any certificates evidencing shares of Common Stock
      pursuant to the Plan unless and until the Company is advised by its counsel
      that
      the issuance and delivery of such certificates is in compliance with all
      applicable laws, regulations of governmental authority and the requirements
      of
      any securities exchange on which shares of Common Stock are traded. The
      Committee may require, as a condition of the issuance and delivery of
      certificates evidencing shares of Common Stock pursuant to the terms hereof,
      that the recipient of such shares make such agreements and representations,
      and
      that such certificates bear such legends, as the Committee, in its sole
      discretion, deems necessary or desirable. 


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (b) The
      transfer of any shares of Common Stock hereunder shall be effective only at
      such
      time as counsel to the Company shall have determined that the issuance and
      delivery of such shares is in compliance with all applicable laws, regulations
      of governmental authority and the requirements of any securities exchange on
      which shares of Common Stock are traded. The Committee may, in its sole
      discretion, defer the effectiveness of any transfer of shares of Common Stock
      hereunder in order to allow the issuance of such shares to be made pursuant
      to
      registration or an exemption from registration or other methods for compliance
      available under federal or state securities laws. The Committee shall inform
      the
      Participant in writing of its decision to defer the effectiveness of a transfer.
      During the period of such deferral in connection with the exercise of an Option,
      the Participant may, by written notice, withdraw such exercise and obtain the
      refund of any amount paid with respect thereto. 

     

    
      	
              18.

            	
              Withholding
                Taxes 

            


    

     

    Whenever
      cash is to be paid pursuant to an Award, the Company or Affiliate by which
      the
      Participant is employed shall have the right to deduct therefrom an amount
      sufficient to satisfy any federal, state and local withholding tax requirements
      related thereto. Whenever shares of Common Stock are to be delivered pursuant
      to
      an Award, the Company shall have the right to require the Participant to remit
      to the Company or Affiliate by which the Participant is employed in cash an
      amount sufficient to satisfy any federal, state and local withholding tax
      requirements related thereto. 

     

    
      	
              19.

            	
              Notification
                of Election Under Section 83(b) of the Code
                

            


    

     

    If
      any
      Participant shall, in connection with the acquisition of shares of Common Stock
      under the Plan, make the election permitted under Section 83(b) of the
      Code, such Participant shall notify the Company of such election within 10
      days
      of filing notice of the election with the Internal Revenue Service.


     

    
      	
              20.

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

            


    

     

    With
      respect to an Incentive Stock Option, the Participant holding such Option shall
      notify the Company of any disposition of shares of Common Stock issued pursuant
      to the exercise of such Option under the circumstances described in
      Section 421(b) of the Code (relating to certain disqualifying
      dispositions), within 10 days of such disposition. Each Agreement with respect
      to an Incentive Stock Option shall require the Participant to notify the Company
      of any disposition of shares of Common Stock issued pursuant to the exercise
      of
      such Option under the circumstances described in Section 421(b) of the Code
      (relating to certain disqualifying dispositions), within 10 days of such
      disposition. 

     

    
      	
              21.

            	
              Amendment
                or Termination of the Plan


            


    

     

    No
      amendment to the Plan which (i) increases the number of shares of Common
      Stock issuable under the Plan (ii) materially changes the class of persons
      eligible to participate in the Plan, (iii) would have the effect of
      materially increasing the benefits accruing under the Plan to Participants
      or
      (iv) materially alters the provisions of the second paragraph of
      Section 4 shall be effective without approval by the stockholders of the
      Company. Except as set forth in the preceding sentence, the Board of Directors
      may, at any time, suspend or terminate the Plan or revise or amend it in any
      respect whatsoever; provided, however, that shareholder approval shall also
      be
      required for any such amendment if and to the extent the Board of Directors
      determines that such approval is appropriate for purposes of satisfying Sections
      162(m) or 422 of the Code or Rule 16b-3 or other applicable law or the
      requirements of any securities exchange upon which the securities of the Company
      trade. Nothing herein shall restrict the Committee’s ability to exercise its
      discretionary authority pursuant to Section 4, which discretion may be
      exercised without amendment to the Plan. No action hereunder may, without the
      consent of a Participant, reduce the Participant’s rights under any outstanding
      Award. Notwithstanding anything herein to the contrary, any amendment shall
      be
      invalid if it triggers taxation under §409A or otherwise violates sections of
      the Internal Revenue Code of 1986, as amended, under which the Plan otherwise
      intends to comply, including, but not limited to §83, §421 and
§422.


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	
              22.

            	
              Transferability
                

            


    

     

    Awards
      granted under the Plan shall not be transferable by a participant other than
      (i) by will or by the laws of descent and distribution, or (ii) with
      respect to Awards other than Incentive Stock Options, pursuant to a qualified
      domestic relations order, as defined by the Code or Title 1 of the Employee
      Retirement Income Security Act or the rules thereunder, or (iii) as
      otherwise determined by the Committee. The designation of a beneficiary of
      an
      Award by a Participant shall not be deemed a transfer prohibited by this
      Section. Except as provided in the preceding sentence, an Award shall be
      exercisable, during a Participant’s lifetime, only by the Participant (or by his
      or her legal representative) and shall not be assigned, pledged, or hypothecated
      in any way (whether by operation of law or otherwise) and shall not be subject
      to execution, attachment or similar process. Any attempted transfer, assignment,
      pledge, hypothecation, or other disposition of any Award contrary to the
      provisions of this Section, or the levy of any attachment or similar process
      upon an Award, shall be null and void. Upon the death of a Participant,
      outstanding Awards granted to such Participant may be exercised only by the
      executor or administrator of the Participant’s estate or by a person who shall
      have acquired the right to such exercise by will or by the laws of descent
      and
      distribution. No transfer of an Award by will or the laws of descent and
      distribution shall be effective to bind the Company unless the Committee shall
      have been furnished with (a) written notice thereof and with a copy of the
      will and/or such evidence as the Committee may deem necessary to establish
      the
      validity of the transfer and (b) an agreement by the transferee to comply
      with all the terms and conditions of the Award that are or would have been
      applicable to the Participant and to be bound by the acknowledgments made by
      the
      Participant in connection with the grant of the Award. 

     

    
      	
              23.

            	
              Dissolution
                or Liquidation of the Company


            


    

     

       
      Upon the dissolution or liquidation of the Company other than in connection
      with
      transactions to which Section 13 is applicable, all Awards granted
      hereunder shall terminate and become null and void; provided, however, that
      if
      the rights hereunder of a Participant or one who acquired an Award by will
      or by
      the laws of descent and distribution have not otherwise terminated and expired,
      the Participant or such person shall have the right immediately prior to such
      dissolution or liquidation to exercise any Award granted hereunder to the extent
      that the right to exercise such Award has accrued as of the date immediately
      prior to such dissolution or liquidation. Awards of Restricted Stock that have
      not vested as of the date of such dissolution or liquidation shall be forfeited
      as of the date of such dissolution or liquidation. 

     

    
      	
              24.

            	
              Effective
                Date and Term of Plan 

            


    

     

    The
      Plan
      shall be subject to the requisite approval of the stockholders of the Company.
      In the absence of such approval, any Awards shall be null and void. Unless
      extended or earlier terminated by the Board of Directors, the right to grant
      Awards under the Plan shall terminate on the tenth anniversary of the Effective
      Date. No extension of the Plan shall operate to permit the grant of Incentive
      Stock options following the tenth anniversary of the Effective Date. Awards
      outstanding at Plan termination shall remain in effect according to their terms
      and the provisions of the Plan. 

     

    
      	
              25.

            	
              Applicable
                Law 

            


    

     

    The
      Plan
      shall be construed and enforced in accordance with the law of the State of
      Nevada, without reference to its principles of conflicts of law, except to
      the
      extent that federal law supersedes such state law. 


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	
              26.

            	
              Participant
                Rights 

            


    

     

     No
      Participant shall have any claim to be granted any award under the Plan, and
      there is no obligation for uniformity of treatment for Participants. Except
      as
      provided specifically herein, a Participant or a transferee of an Award shall
      have no rights as a shareholder with respect to any shares covered by any Award
      until the date of the issuance of a Common Stock certificate to him or her
      for
      such shares. 

     

    
      	
              27.

            	
              Unfunded
                Status of Awards 

            


    

     

    The
      Plan
      is intended to constitute an “unfunded” plan for incentive and deferred
      compensation. With respect to any payments not yet made to a Participant
      pursuant to an Award, nothing contained in the Plan or any Agreement shall
      give
      any such Participant any rights that are greater than those of a general
      creditor of the Company. 

     

    
      	
              28.

            	
              No
                Fractional Shares 

            


    

     

     No
      fractional shares of Common Stock shall be issued or delivered pursuant to
      the
      Plan. The Committee shall determine whether cash, other Awards, or other
      property shall be issued or paid in lieu of such fractional shares or whether
      such fractional shares or any rights thereto shall be forfeited or otherwise
      eliminated. 

     

    
      	
              29.

            	
              Beneficiary
                

            


    

     

    A
      Participant may file with the Committee a written designation of a beneficiary
      on such form as may be prescribed by the Committee and may, from time to time,
      amend or revoke such designation. If no designated beneficiary survives the
      Participant, the executor or administrator of the Participant’s estate shall be
      deemed to be the Participant’s beneficiary. 

     

    
      	
              30.

            	
              Interpretation
                

            


    

     

    The
      Plan
      is designed and intended to comply, to the extent applicable, with
      Section 162(m) of the Code, and all provisions hereof shall be construed in
      a manner to so comply. 

     

    
      	
              31.

            	
              Severability
                

            


    

     

    If
      any
      provision of the Plan is held to be invalid or unenforceable, the other
      provisions of the Plan shall not be affected but shall be applied as if the
      invalid or unenforceable provision had not been included in the Plan.


      

    
      	
              32.

            	
              Miscellaneous

            


    

    


    The
      foregoing General Steel Holdings, Inc. 2008 Equity Incentive Plan was duly
      adopted by the Board of Directors of the Company on the 19th 
      day of June, 2008. 

     

    
      
         

      

      
        16