exv10w2






Exhibit 10.2




AMENDED AND RESTATED




WRIGHT EXPRESS CORPORATION




2005 EQUITY AND INCENTIVE PLAN




Initially adopted on February 16, 2005




Amended and Restated on May 16, 2008




 









 





AMENDED AND RESTATED




WRIGHT EXPRESS CORPORATION





2005 EQUITY AND INCENTIVE PLAN




	 	 	 	 	 
	Section	 	Page	 
	1. Purpose; Types of Awards; Construction

	 	 	1	 
	 
	 	 	 	 
	2. Definitions

	 	 	1	 
	 
	 	 	 	 
	3. Administration

	 	 	5	 
	 
	 	 	 	 
	4. Eligibility

	 	 	6	 
	 
	 	 	 	 
	5. Stock Subject to the Plan

	 	 	6	 
	 
	 	 	 	 
	6. Specific Terms of Awards

	 	 	7	 
	 
	 	 	 	 
	7. Change in Control Provisions

	 	 	13	 
	 
	 	 	 	 
	8. General Provisions

	 	 	13	 







 









 








AMENDED AND RESTATED




WRIGHT EXPRESS CORPORATION





2005 EQUITY AND INCENTIVE PLAN




     1. Purpose; Types of Awards; Construction.



     
The purposes of the Amended and Restated Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) are
to afford an incentive to non-employee directors, selected officers and other employees, advisors
and consultants of Wright Express Corporation (the “Company”), or any Parent or Subsidiary of the
Company that now exists or hereafter is organized or acquired, to continue as non-employee
directors, officers, employees, advisors or consultants, as the case may be, to increase their
efforts on behalf of the Company and its Subsidiaries and to promote the success of the Company’s
business. The Plan provides for the grant of Options (including “incentive stock options” and
“nonqualified stock options”), stock appreciation rights, restricted stock, restricted stock units
and other stock- or cash-based awards. The Plan is designed so that Awards granted hereunder
intended to comply with the requirements for “performance-based compensation” under Section 162(m)
of the Code may comply with such requirements, and the Plan and Awards shall be interpreted in a
manner consistent with such requirements.



     2. Definitions.



     For purposes of the Plan, the following terms shall be defined as set forth below:




     (a) “Annual Incentive Program” means the program described in Section 6(c) hereof.




     (b) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit or Other
Stock-Based Award or Other Cash-Based Award granted under the Plan.




     (c) “Award Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award.




     (d) “Board” means the Board of Directors of the Company.




     (e) “Cendant” means Cendant Corporation, a Delaware corporation.




     (f) “Cendant Award” shall have the meaning set forth in Section 6(b)(v).



          (g) “Change in Control” means a change in control of the Company, which will be deemed to have
occurred if:





          (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than (A) the Company, (B) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, and (C) any corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of
Stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),



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directly or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company’s then outstanding voting securities (excluding any person
who becomes such a beneficial owner in connection with a transaction immediately following
which the individuals who comprise the Board immediately prior thereto constitute at least a
majority of the Board, the board of the entity surviving such transaction or, if the Company or
the entity surviving the transaction is then a subsidiary, the board of the ultimate parent
thereof);




          (ii) the following individuals cease for any reason to constitute a majority of the number
of directors then serving: individuals who, on the Effective Date, constitute the Board and any
new director (other than a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company) whose appointment or election by the
Board or nomination for election by the Company’s stockholders was approved or recommended by a
vote of at least two-thirds (2/3) of the directors then still in office who either were
directors on the Effective Date or whose appointment, election or nomination for election was
previously so approved or recommended;




          (iii) there is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation, other than a merger or
consolidation immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the Board, the board of the entity surviving
such merger or consolidation or, if the Company or the entity surviving such merger is then a
subsidiary, the board of the ultimate parent thereof; or




          (iv) the stockholders of the Company approve a plan of complete liquidation of the Company
or there is consummated an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets (or any transaction having a similar effect), other
than a sale or disposition by the Company of all or substantially all of the Company’s assets
to an entity, immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the entity to which
such assets are sold or disposed of or, if such entity is a subsidiary, the board of the
ultimate parent thereof.


Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue
of (x) a Public Offering or (y) the consummation of any transaction or series of integrated
transactions immediately following which the holders of the Stock immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.




          (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
rules and regulations promulgated thereunder.




          (i) “Committee” means the committee established by the Board to administer the Plan, the
composition of which shall at all times satisfy the provisions of Rule 16b-3 and Section 162(m) of
the Code.




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          (j) “Company” means Wright Express Corporation, a corporation organized under the laws of the
State of Delaware, or any successor corporation.




          (k) “Conversion Option” means an NQSO granted under Section 6(b)(v).




          (l) “Conversion Stock” means an Award of Stock granted under Section 6(b)(v).




          (m) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.




          (n) “Effective Date” means February 16, 2005, the date that the Plan was originally
adopted by the Board.




          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
and the rules and regulations promulgated thereunder.




          (p) “Fair Market Value” means, with respect to Stock or other property, the fair market value
of such Stock or other property determined by such methods or procedures as shall be established
from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the
per share Fair Market Value of Stock as of a particular date shall mean (i) the mean between the
highest and lowest reported sales price per share of Stock on the national securities exchange on
which the Stock is principally traded, for the last preceding date on which there was a sale of
such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter
market, the average of the closing bid and asked prices for the shares of Stock in such
over-the-counter market for the last preceding date on which there was a sale of such Stock in such
market, or (iii) if the shares of Stock are not then listed on a national securities exchange or
traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall
determine.




          (q) “Grantee” means a person who, as a Non-Employee Director, officer or other employee of, or
as a person providing services to, the Company or a Parent or Subsidiary of the Company, has been
granted an Award under the Plan.




          (r) “ISO” means any Option intended to be and designated as an incentive stock option within
the meaning of Section 422 of the Code.




          (s) “Long Term Incentive Program” means the program described in Section 6(b) hereof.




          (t) “Non-Employee Director” means any director of the Company who is not also employed by the
Company or any of its Subsidiaries.




          (u) “NQSO” means any Option that is not designated as an ISO.




          (v) “Option” means a right, granted to a Grantee under Section 6(b)(i) or 6(b)(v), to purchase
shares of Stock. An Option may be either an ISO or an NQSO, provided that ISOs may be granted only
to employees of the Company or a Parent or Subsidiary of the Company.




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          (w) “Other Cash-Based Award” means cash awarded under the Annual Incentive Program or the Long
Term Incentive Program, including cash awarded as a bonus or upon the attainment of Performance
Goals or otherwise as permitted under the Plan.




          (x) “Other Stock-Based Award” means a right or other interest granted to a Grantee under the
Annual Incentive Program or the Long Term Incentive Program that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related to, Stock, including
but not limited to (i) unrestricted Stock awarded as a bonus or upon the attainment of Performance
Goals or otherwise as permitted under the Plan, and (ii) a right granted to a Grantee to acquire
Stock from the Company containing terms and conditions prescribed by the Committee.




          (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.




          (z) “Performance Goals” means performance goals based on one or more of the following
criteria, determined in accordance with generally accepted accounting principles where applicable:
(i) pre-tax income or after-tax income; (ii) income or earnings including operating income,
earnings before or after taxes, earnings before or after interest, depreciation, amortization, or
extraordinary or special items; (iii) net income excluding amortization of intangible assets,
depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable
to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or
diluted); (v) return on assets (gross or net), return on investment, return on capital, or return
on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment
(discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of
capital; (viii) economic value created; (ix) operating margin or profit margin; (x) stock price or
total stockholder return; (xi) income or earnings from continuing operations; (xii) cost targets,
reductions and savings, expense management, productivity and efficiencies; and (xiii) strategic
business criteria, consisting of one or more objectives based on meeting specified market
penetration or market share, geographic business expansion, customer satisfaction, employee
satisfaction, human resources management, supervision of litigation, information technology, and
goals relating to divestitures, joint ventures and similar transactions. Where applicable, the
Performance Goals may be expressed in terms of attaining a specified level of the particular
criterion or the attainment of a percentage increase or decrease in the particular criterion, and
may be applied to one or more of the Company or a Parent or Subsidiary of the Company, or a
division or strategic business unit of the Company, all as determined by the Committee. The
Performance Goals may include a threshold level of performance below which no payment will be made
(or no vesting will occur), levels of performance at which specified payments will be paid (or
specified vesting will occur), and a maximum level of performance above which no additional payment
will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall
be evaluated in accordance with generally accepted accounting principles, where applicable, and
shall be subject to certification by the Committee. The Committee shall have the authority to make
equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events
affecting the Company or any Parent or Subsidiary of the Company or the financial statements of the
Company or any Parent or Subsidiary of the Company, in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be extraordinary or
unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business
or related to a change in accounting principles.




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          (aa) “Plan” means this Wright Express Corporation 2005 Equity and Incentive Plan, as amended
from time to time.




          (bb) “Plan Year” means a calendar year.




          (cc) “Public Offering” means an offering of securities of the Company that is registered with
the Securities and Exchange Commission.




          (dd) “Restricted Stock” means an Award of shares of Stock to a Grantee under Section 6(b)(iii)
that may be subject to certain restrictions and to a risk of forfeiture.




          (ee) “Restricted Stock Unit” or “RSU” means a right granted to a Grantee under Section
6(b)(iv) or 6(b)(v) to receive Stock or cash at the end of a specified period, which right may be
conditioned on the satisfaction of specified performance or other criteria.




          (ff) “Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to
such Rule.




          (gg) “Securities Act” means the Securities Act of 1933, as amended from time to time, and the
rules and regulations promulgated thereunder.




          (hh) “Stock” means shares of the common stock, par value $0.01 per share, of the Company.




          (ii) “Stock Appreciation Right” or “SAR” means the right, granted to a Grantee under Section
6(b)(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from
the date of grant to the date of exercise of the right.




          (jj) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as
defined in Section 424(f) of the Code.




     3. Administration.



     The Plan shall be administered by the Board or by such Committee that the Board may appoint
for this purpose. If a Committee is appointed to administer the Plan, all references herein to the
“Committee” shall be references to such Committee. If no Committee is appointed by the Board to
administer the Plan, all references herein to the “Committee” shall be references to the Board. The
Committee shall have the authority in its 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 Stock to which an Award may
relate and the terms, conditions, restrictions and performance criteria relating to any Award; to
determine Performance Goals no later than such time as required to ensure that an underlying Award
which is intended to comply with the



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requirements of Section 162(m) of the Code so complies; and to determine whether, to what
extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or
surrendered; to make adjustments in the terms and conditions of, and the Performance Goals (if any)
included in, Awards; 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 the
Award Agreements (which need not be identical for each Grantee); and to make all other
determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding
the foregoing, neither the Board, the Committee nor their respective delegates shall have the
authority to reprice (or cancel and regrant) any Option or, if applicable, other Award at a lower
exercise, base or purchase price without first obtaining the approval of the Company’s
stockholders.



     The Committee may appoint a chairperson and a secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of
its meetings. All determinations of the Committee shall be made by a majority of its members either
present in person or participating by conference telephone at a meeting or by written consent. The
Committee may delegate to one or more of its members or to one or more agents such administrative
duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan. All decisions, determinations and interpretations
of the Committee shall be final and binding on all persons, including but not limited to the
Company, any Parent or Subsidiary of the Company or any Grantee (or any person claiming any rights
under the Plan from or through any Grantee) and any stockholder.



     No member of the Board or Committee shall be liable for any action taken or determination made
in good faith with respect to the Plan or any Award granted hereunder.



     4. Eligibility.



     Awards may be granted to Non-Employee Directors, officers and other employees, advisors or
consultants of the Company or any Parent or Subsidiary of the Company, selected in the discretion
of the Committee. In determining the persons to whom Awards shall be granted and the type of any
Award (including the number of shares to be covered by such Award), the Committee shall take into
account such factors as the Committee shall deem relevant in connection with accomplishing the
purposes of the Plan.



     5. Stock Subject to the Plan.



     The maximum number of shares of Stock reserved for the grant of Awards under the Plan shall be
3,200,000, including all shares to be issued pursuant to Conversion Options or Conversion Stock,
subject to adjustment as provided herein. No more than 500,000 shares of Stock may be made subject
to Options (other than Conversion Options) or SARs granted to a single individual in a single Plan
Year, subject to adjustment as provided herein, and no more than 500,000 shares of Stock may be
made subject to stock-based awards other than Options or SARs (including Restricted Stock and
Restricted Stock Units (but other than Conversion Stock) or Other Stock-Based Awards denominated in
shares of Stock) granted to a single individual in a single Plan Year, in either case, subject to
adjustment as provided herein. Determinations made in respect of the limitations set forth in the
immediately



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preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. Such
shares may, in whole or in part, be authorized but unissued shares or shares that shall have been
or may be reacquired by the Company in the open market, in private transactions or otherwise. If
any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award
terminates or expires without a distribution of shares to the Grantee, or if shares of Stock are
surrendered or withheld as payment of either the exercise price of an Award and/or withholding
taxes in respect of an Award, the shares of Stock with respect to such Award shall, to the extent
of any such forfeiture, cancellation, exchange, surrender, withholding, termination or expiration,
again be available for Awards under the Plan. Upon the exercise of any Award granted in tandem with
any other Award, such related Award shall be cancelled to the extent of the number of shares of
Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares
shall no longer be available for Awards under the Plan.



     In the event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse
split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange,
or other similar corporate transaction or event, affects the Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan,
then the Committee shall make such equitable changes or adjustments as it deems necessary or
appropriate to any or all of (i) the number and kind of shares of Stock or other property
(including cash) that may thereafter be issued in connection with Awards, (ii) the number and kind
of shares of Stock or other property (including cash) issued or issuable in respect of outstanding
Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided,
that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(h) of the
Code; and (iv) the Performance Goals applicable to outstanding Awards.



     6. Specific Terms of Awards.



          (a) General. The term of each Award shall be for such period as may be determined by
the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be
made by the Company or a Parent or Subsidiary of the Company upon the grant, vesting, maturation,
or exercise of an Award may be made in such forms as the Committee shall determine at the date of
grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis. The Committee may make
rules relating to installment or deferred payments with respect to Awards, including the rate of
interest to be credited with respect to such payments. In addition to the foregoing, the Committee
may impose on any Award or the exercise thereof, at the date of grant or thereafter, such
additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine.




          (b) Long Term Incentive Program. Under the Long Term Incentive Program, the Committee
is authorized to grant the Awards described in this Section 6(b), under such terms and conditions
as deemed by the Committee to be consistent with the purposes of the Plan. Such Awards may be
granted with value and payment contingent upon Performance Goals. Except as otherwise set forth
herein or as may be determined by the Committee, each Award granted under the Long Term Incentive
Program shall be evidenced by an Award Agreement containing such terms and conditions applicable to
such Award as the Committee shall determine at the date of grant or thereafter.




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          (i) Options. The Committee is authorized to grant Options to Grantees on the
following terms and conditions:




          (A) Type of Award. The Award Agreement evidencing the grant of an Option
under the Plan shall designate the Option as an ISO or an NQSO.




          (B) Exercise Price. The exercise price per share of Stock purchasable under
an Option shall be determined by the Committee, but, subject to Section 6(b)(v), in no
event shall the per share exercise price of any Option be less than the Fair Market Value
of a share of Stock on the date of grant of such Option. The exercise price for Stock
subject to an Option may be paid in cash or by an exchange of Stock previously owned by
the Grantee for at least six months (if acquired from the Company), through a “broker
cashless exercise” procedure approved by the Committee (to the extent permitted by law),
or a combination of the above, in any case in an amount having a combined value equal to
such exercise price. An Award Agreement may provide that a Grantee may pay all or a
portion of the aggregate exercise price by having shares of Stock with a Fair Market Value
on the date of exercise equal to the aggregate exercise price withheld by the Company.




          (C) Term and Exercisability of Options. The date on which the Committee
adopts a resolution expressly granting an Option shall be considered the day on which such
Option is granted. Options shall be exercisable over the exercise period (which shall not
exceed ten years from the date of grant), at such times and upon such conditions as the
Committee may determine, as reflected in the Award Agreement; provided, that the Committee
shall have the authority to accelerate the exercisability of any outstanding Option at
such time and under such circumstances as it, in its sole discretion, deems appropriate.
An Option may be exercised to the extent of any or all full shares of Stock as to which
the Option has become exercisable, by giving such written, electronic, or telephonic
notice as the Committee may prescribe of such exercise to the Committee or its designated
agent.




          (D) Termination of Employment. An Option may not be exercised unless the
Grantee is then a director of, in the employ of, or providing services to, the Company or
a Parent or Subsidiary of the Company, and unless the Grantee has remained continuously so
employed, or continuously maintained such relationship, since the date of grant of the
Option; provided, that the Award Agreement may contain provisions extending the
exercisability of Options, in the event of specified terminations of employment or
service, to a date not later than the expiration date of such Option.




          (E) Other Provisions. Options may be subject to such other conditions
including, but not limited to, restrictions on transferability of the shares acquired upon
exercise of such Options, as the Committee may prescribe in its discretion or as may be
required by applicable law.




     (ii) SARs. The Committee is authorized to grant SARs to Grantees on the
following terms and conditions:



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          (A) In General. Unless the Committee determines otherwise, a SAR (1) granted
in tandem with an NQSO may be granted at the time of grant of the related NQSO or at any
time thereafter or (2) granted in tandem with an ISO may only be granted at the time of
grant of the related ISO. A SAR granted in tandem with an Option shall be exercisable only
to the extent the underlying Option is exercisable. Payment of a SAR may be made in cash,
Stock, or property as specified in the Award or determined by the Committee.




          (B) Right Conferred. A SAR shall confer on the Grantee a right to receive an
amount with respect to each share subject thereto, upon exercise thereof, equal to the
excess of (1) the Fair Market Value of one share of Stock on the date of exercise over (2)
the grant price of the SAR (which in the case of an SAR granted in tandem with an Option
shall be equal to the exercise price of the underlying Option, and which in the case of
any other SAR shall be such price as the Committee may determine).




          (C) Term and Exercisability of SARs. The date on which the Committee adopts a
resolution expressly granting a SAR shall be considered the day on which such SAR is
granted. SARs shall be exercisable over the exercise period (which shall not exceed the
lesser of ten years from the date of grant or, in the case of a tandem SAR, the expiration
of its related Award), at such times and upon such conditions as the Committee may
determine, as reflected in the Award Agreement; provided, that the Committee shall have
the authority to accelerate the exercisability of any outstanding SAR at such time and
under such circumstances as it, in its sole discretion, deems appropriate. A SAR may be
exercised to the extent of any or all full shares of Stock as to which the SAR (or, in the
case of a tandem SAR, its related Award) has become exercisable, by giving such written,
electronic, or telephonic notice as the Committee may prescribe of such exercise to the
Committee or its designated agent.




          (D) Termination of Employment. A SAR may not be exercised unless the Grantee
is then a director of, in the employ of, or providing services to, the Company or a Parent
or Subsidiary of the Company, and unless the Grantee has remained continuously so
employed, or continuously maintained such relationship, since the date of grant of the
SAR; provided, that the Award Agreement may contain provisions extending the
exercisability of the SAR, in the event of specified terminations of employment or
service, to a date not later than the expiration date of such SAR (or, in the case of a
tandem SAR, its related Award).




          (E) Other Provisions. SARs may be subject to such other conditions including,
but not limited to, restrictions on transferability of the shares acquired upon exercise
of such SARs, as the Committee may prescribe in its discretion or as may be required by
applicable law.




          (iii) Restricted Stock. The Committee is authorized to grant Restricted Stock to
Grantees on the following terms and conditions:




          (A) Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, if any, as the Committee may
impose at the date of grant or thereafter, which restrictions may lapse separately or in
combination at such times,



9









 







under such circumstances, in such installments, or otherwise, as the Committee may
determine. The Committee may place restrictions on Restricted Stock that shall lapse, in
whole or in part, only upon the attainment of Performance Goals. Except to the extent
restricted under the Award Agreement relating to the Restricted Stock, a Grantee granted
Restricted Stock shall have all of the rights of a stockholder including, without
limitation, the right to vote Restricted Stock and the right to receive dividends thereon.




          (B) Forfeiture. Upon termination of employment with or service to the
Company, or upon termination of the director or independent contractor relationship, as
the case may be, during the applicable restriction period or portion thereof to which
forfeiture conditions apply, Restricted Stock and any accrued but unpaid dividends that
are then subject to restrictions shall be forfeited; provided, that the Committee may
provide, by rule or regulation or in any Award Agreement, or may determine in any
individual case, that restrictions or forfeiture conditions relating to Restricted Stock
will be waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the forfeiture of
Restricted Stock.




          (C) Certificates for Stock. Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee shall determine. If certificates representing
Restricted Stock are registered in the name of the Grantee, such certificates shall bear
an appropriate legend referring to the terms, conditions, and restrictions applicable to
such Restricted Stock, and the Company shall retain physical possession of the
certificate.




          (D) Dividends. Dividends paid on Restricted Stock shall be either paid at the
dividend payment date, or deferred for payment to such date as determined by the
Committee, in cash or in shares of unrestricted Stock having a Fair Market Value equal to
the amount of such dividends. Stock distributed in connection with a stock split or stock
dividend, and other property distributed as a dividend, shall be subject to restrictions
and a risk of forfeiture to the same extent as the Restricted Stock with respect to which
such Stock or other property has been distributed.




          (iv) Restricted Stock Units. The Committee is authorized to grant Restricted Stock
Units to Grantees, subject to the following terms and conditions:




          (A) Award and Restrictions. Delivery of Stock or cash, as determined by the
Committee, will occur upon expiration of the deferral period specified for Restricted
Stock Units by the Committee. The Committee may place restrictions on Restricted Stock
Units that shall lapse, in whole or in part, only upon the attainment of Performance
Goals.




          (B) Forfeiture. Upon termination of employment with or service to the
Company, or upon termination of the director or independent contractor relationship, as
the case may be, during the applicable deferral period or portion thereof to which
forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to
the delivery of Stock or cash to which such Restricted Stock Units relate, all Restricted
Stock Units and any accrued but unpaid dividend equivalents that are then subject to
deferral or restriction shall be forfeited; provided, that the Committee may provide, by
rule or regulation or in any Award



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Agreement, or may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock Units will be waived in whole or in part in the
event of termination resulting from specified causes, and the Committee may in other cases
waive in whole or in part the forfeiture of Restricted Stock Units.




          (C) Director Deferred Compensation Awards. The Company shall issue RSUs
pursuant to this Section 6(b)(iv)(C) for the purpose of fulfilling the Company’s
obligations under its Non-Employee Director Deferred Compensation Plan (the “Deferred
Compensation Plan”); provided, that certain terms and conditions of the grant and payment
of such RSUs set forth in the Deferred Compensation Plan (and only to the extent set forth
in such plan) shall supercede the terms generally applicable to RSUs granted under the
Plan. RSUs granted under this paragraph need not be evidenced by an Award Agreement unless
the Committee determines that such an Award Agreement is desirable for the furtherance of
the purposes of the Plan and the Deferred Compensation Plan.




          (D) Non-Employee Director Compensatory Awards. The Company shall issue RSUs
payable only in Stock (unless the Committee determines otherwise) pursuant to this Section
6(b)(iv)(D) for the purpose of fulfilling the Company’s obligation to compensate each
Non-Employee Director, in part, in the form of RSUs.




          (1) For Plan Years ending on or before December 31, 2006, such RSUs shall be
awarded at such times as the Company shall otherwise pay to Non-Employee Directors
their annual retainer fees, as well as such other fees, stipends and payments
determined by the Committee to be subject to such Non-Employee Director compensation
policy (each such award date, a “Fee Payment Date”). The Company shall keep a
separate book account in the name of each Non-Employee Director. The number of RSUs
to be credited to each Non-Employee Director’s account as of each Fee Payment Date
shall be calculated by dividing (1) fifty percent (50%) of the total retainer or fee
otherwise to be paid to such Non-Employee Director on such Fee Payment Date by (2)
the Fair Market Value of a share of Stock as of such Fee Payment Date. The Restricted
Stock Units so credited shall be immediately vested and non-forfeitable and shall
become payable on the the date which is two hundred (200) days immediately following
the date upon which such Director’s service as a member of the Board terminates for
any reason.




          (2) For Plan Years beginning on and after January 1, 2007, such RSUs shall be
awarded at the time (“Award Date”) of the annual Stockholders meeting (unless the
Committee determines otherwise). The Company shall keep a separate book account in
the name of each Non-Employee Director and shall credit to each Non-Employee
Director’s account as of each Award Date the number of RSUs awarded as of such date.
The RSUs so credited shall become vested and nonforfeitable and (unless deferred)
shall become payable in accordance with the terms of the Award Agreement. The RSUs
so credited that a Non-Employee Director has deferred, if any, shall become payable
on the date which is 200 days immediately following the date upon which such
Director’s service as a member of the Board terminates for any reason, but only to
the extent such RSUs are vested and nonforfeitable on the date service on the Board
terminates.




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     (v) Converted Cendant Awards. The Committee is authorized to grant Options and
Stock awards (such Options and Stock awards, “Conversion Options” and “Conversion Stock,”
respectively) in consideration of the cancellation by Cendant of certain stock options and
restricted stock unit awards previously granted to Participants by Cendant (such Cendant
awards, the “Cendant Awards”). Notwithstanding any other provision of the Plan to the contrary,
and in any event in accordance with a formula for the conversion of Cendant Awards determined
by the Board in its sole discretion, (i) the number of shares to be subject to a Conversion
Option or Conversion Stock shall be determined by the Committee and (ii) the per share exercise
price of a Conversion Option shall be determined by the Committee and may be less than the Fair
Market Value of a share of Stock on the date of grant.




     (vi) Other Stock- or Cash-Based Awards. The Committee is authorized to grant
Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as
deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant
to this paragraph may be granted with value and payment contingent upon Performance Goals, so
long as such goals relate to periods of performance in excess of one calendar year. The
Committee shall determine the terms and conditions of such Awards at the date of grant or
thereafter. Performance periods under this Section 6(b)(vi) may overlap. The maximum value of
the aggregate payment that any Grantee may receive pursuant to this Section 6(b)(vi) in respect
of any Plan Year is $1 million. Payments earned hereunder may be decreased or, with respect to
any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee
based on such factors as it deems appropriate. No such payment shall be made to a Covered
Employee prior to the certification by the Committee that the Performance Goals have been
attained. The Committee may establish such other rules applicable to the Other Stock- or
Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.



          (c) Annual Incentive Program. The Committee is authorized to grant Awards to Grantees
pursuant to the Annual Incentive Program, under such terms and conditions as deemed by the
Committee to be consistent with the purposes of the Plan. Grantees will be selected by the
Committee with respect to participation for a Plan Year. The maximum value of the aggregate payment
that any Grantee may receive under the Annual Incentive Program in respect of any Plan Year is $1
million. Payments earned hereunder may be decreased or, with respect to any Grantee who is not a
Covered Employee, increased in the sole discretion of the Committee based on such factors as it
deems appropriate. No such payment shall be made to a Covered Employee prior to the certification
by the Committee that the Performance Goals relating to Awards hereunder have been attained. The
Committee may establish such other rules applicable to the Annual Incentive Program to the extent
not inconsistent with Section 162(m) of the Code.




     7. Change in Control Provisions.



     Unless otherwise determined by the Committee and evidenced in an Award Agreement, in the event
of a Change of Control:



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          (a) any Award carrying a right to exercise that was not previously vested and exercisable
shall become fully vested and exercisable; and




          (b) the restrictions, deferral limitations, payment conditions, and forfeiture conditions
applicable to any other Award granted under the Plan shall lapse and such Awards shall be deemed
fully vested, and any performance conditions imposed with respect to Awards shall be deemed to be
fully achieved.




     8. General Provisions.



          (a) Nontransferability. Unless otherwise provided in an Award Agreement, Awards shall
not be transferable by a Grantee except by will or the laws of descent and distribution and shall
be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal
representative.




          (b) No Right to Continued Employment, etc. Nothing in the Plan or in any Award, any
Award Agreement or other agreement entered into pursuant hereto shall confer upon any Grantee the
right to continue in the employ of, or to continue as a director of, or to continue to provide
services to, the Company or any Parent or Subsidiary of the Company or to be entitled to any
remuneration or benefits not set forth in the Plan or such Award Agreement or other agreement or to
interfere with or limit in any way the right of the Company or any such Parent or Subsidiary to
terminate such Grantee’s employment, or director or independent contractor relationship.




          (c) Taxes. The Company or any Parent or Subsidiary of the Company is authorized to
withhold from any Award granted, any payment relating to an Award under the Plan, including from a
distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes
due in connection with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Stock or other property and to make cash payments in
respect thereof in satisfaction of a Grantee’s tax obligations. The Committee may provide in the
Award Agreement that in the event that a Grantee is required to pay any amount to be withheld in
connection with the issuance of shares of Stock in settlement or exercise of an Award, the Grantee
may satisfy such obligation (in whole or in part) by electing to have a portion of the shares of
Stock to be received upon settlement or exercise of such Award equal to the minimum amount required
to be withheld.




          (d) Stockholder Approval; Amendment and Termination.





          (i) The Plan shall take effect upon its adoption by the Board but the Plan (and any grants
of Awards made prior to the stockholder approval mentioned herein) shall be subject to the
requisite approval of the stockholders of the Company. In the event that the stockholders of
the Company do not ratify the Plan at a meeting of the stockholders at which such issue is
considered and voted upon, then upon such event the Plan and all rights hereunder shall
immediately terminate and no Grantee (or any permitted transferee thereof) shall have any
remaining rights under the Plan or any Award Agreement entered into in connection herewith.



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          (ii) The Board may at any time and from time to time alter, amend, suspend, or terminate
the Plan in whole or in part; provided, however, that unless otherwise determined by the Board,
an amendment that requires stockholder approval in order for the Plan to continue to
comply with Section 162(m) or any other law, regulation or stock exchange requirement
shall not be effective unless approved by the requisite vote of stockholders. Notwithstanding
the foregoing, no amendment to or termination of the Plan shall affect adversely any of the
rights of any Grantee, without such Grantee’s consent, under any Award theretofore granted
under the Plan.



          (e) Expiration of Plan. Unless earlier terminated by the Board pursuant to the
provisions of the Plan, the Plan shall expire on the tenth anniversary of the Effective Date. No
Awards shall be granted under the Plan after such expiration date. The expiration of the Plan shall
not affect adversely any of the rights of any Grantee, without such Grantee’s consent, under any
Award theretofore granted.




          (f) Deferrals. The Committee shall have the authority to establish such procedures and
programs that it deems appropriate to provide Grantees with the ability to defer receipt of cash,
Stock or other property payable with respect to Awards granted under the Plan. Any procedures or
programs established by the Committee under this paragraph shall be designed and administered in
compliance with Section 409A of the Code and Internal Revenue Service guidance issued thereunder.




          (g) No Rights to Awards; No Stockholder Rights. No Grantee or other person shall have
any claim to be granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Grantees. Except as provided specifically herein, a Grantee or a transferee of an
Award shall have no rights as a stockholder with respect to any shares covered by the Award until
the date of the issuance of a stock certificate to him for such shares.




          (h) 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 Grantee
pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any
rights that are greater than those of a general creditor of the Company.




          (i) No Fractional Shares. No fractional shares of Stock shall be issued or delivered
pursuant to the Plan or any Award. 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.




          (j) Regulations and Other Approvals.





          (i) The obligation of the Company to sell or deliver Stock with respect to any Award
granted under the Plan shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.




          (ii) Each Award is subject to the requirement that, if at any time the Committee
determines, in its absolute discretion, that the listing, registration or qualification of
Stock issuable pursuant to the Plan is required by any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition



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of, or in connection with, the grant of an Award or the issuance of
Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part,
unless listing, registration,
qualification, consent or approval has been effected or obtained free of any conditions
not acceptable to the Committee.




          (iii) In the event that the disposition of Stock acquired pursuant to the Plan is not
covered by a then-current registration statement under the Securities Act and is not otherwise
exempt from such registration, such Stock shall be restricted against transfer to the extent
required by the Securities Act or regulations thereunder, and the Committee may require a
Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such
Stock, to represent to the Company in writing that the Stock acquired by such Grantee is
acquired for investment only and not with a view to distribution.




          (iv) The Committee may require a Grantee receiving Stock pursuant to the Plan, as a
condition precedent to receipt of such Stock, to enter into a stockholder agreement or
“lock-up” agreement in such form as the Committee shall determine is necessary or desirable to
further the Company’s interests.



          (k) Governing Law. The Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict
of laws principles thereof.




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