NEW VENTURES



Exhibit 10.1



 

 

FIRST AMENDMENT OF

UNITED NEWVENTURES LONG TERM INCENTIVE PLAN


           The United
NewVentures Long Term Incentive Plan (the "Plan") originally adopted effective
July 1, 2000 is hereby amended effective June 24, 2003 in the following
respects:

           1.          
VESTING. Notwithstanding any provision of the Plan to the contrary, a Participant's
Vested Interest and vested Account Balance shall be determined solely based
on service through December 8, 2002. A Participant will receive credit
for vesting service only if the Participant was continuously an active
employee of the Employer through December 8, 2002. Vesting service will
be credited under this paragraph for a fractional Plan Year and for a Participant
whose years of service are not a whole integer, the Participant's Vested
Interest shall be determined by straight line interpolation.

           2.          
COMPUTATION OF INCENTIVE AWARD. Notwithstanding any provision of the Plan
to the contrary, each Participant's Incentive Award shall be determined,
and will become a fixed dollar amount, as of December 8, 2002 based on
each Participant's Level of Participation and Vested Interest as of December
8, 2002 and the difference between the Starting Value and Interim Value
determined as of December 8, 2002.

           3.          
PAYMENT OF INCENTIVE AWARD. Notwithstanding any Plan provision to the contrary,
awards shall be paid subject to the following:

           (a)          
The nonvested portion of the December 8, 2002 balance of each Participant's
Cash Subaccount shall be forfeited and the vested portion shall become
a fixed dollar amount.
           (b)          
The amount of each Participant's Incentive Award determined under Paragraph
2 of this First Amendment shall be credited to the Participant's Cash Subaccount
as of December 8, 2002 and shall be treated as vested at the time of credit.

           (c)          
A Participant's Cash Subaccount shall cease to be adjusted by an interest
credit under Section V.E.6 of the Plan after December 8, 2002.

           (d)          
A Participant's Cash Subaccount shall be reduced by 40% of its stated dollar
amount to reflect "bankruptcy adjustment" and such portion shall be forfeited.

           (e)          
In no event shall cash payments made to Participants after December 8,
2003 exceed, in the aggregate, Eleven Million Dollars ($11,000,000). If
the Company elects under paragraph (f) to convert the form of payment to
equity, the fair market value of such equity at the time of conversion
may not exceed Eleven Million Dollars ($11,000,000).

           (f)          
The Company in its sole and absolute discretion may, at any time prior
to payment, elect to convert each Participant's Cash Subaccount to equity
equal in value to the Participant's Cash Subaccount and thereafter make
distribution in the form of equity (consistent with the Chapter 11 process
and restructuring and the terms of any applicable confirmed Chapter 11
plan of reorganization).

           (g)          
The Company intends to propose in any applicable confirmed plan of reorganization
that payment to Participants will be made upon the "effective date" of,
and as defined in, such plan of reorganization; provided, however,
that each Participant who voluntarily terminates employment with ULS and
all Company affiliates prior to payment will forfeit his or her right to
any payment under the Plan. If a Participant's employment with ULS and
all Company affiliates is involuntarily terminated, such Participant will
receive payment on the same basis as a Participant who is an active employee
of ULS.

           4.          
NO POSTPETITION AGREEMENT. This amendment to the Plan shall not: (a) alter
the pre-petition nature of the Plan for the purposes of the Company's bankruptcy
cases or for any other purpose; (b) alter the validity, priority or amount
of any claims that may have arisen or may arise under the Plan, other than
what the validity, priority, or amount of such claims would have been had
this amendment not been made; (c) elevate any claims against the Company
arising under the Plan to administrative expense priority status solely
by reason of this amendment; (d) constitute a post-petition agreement or
an assumption or adoption thereof; (e) be construed in any way to mean
that the Plan is an executory contract or post-petition agreement; or (f)
act as an assumption or adoption of the Plan.