EX-10.17






Exhibit 10.17




Changing World Technologies Inc.

2009 Equity Incentive Plan




Article 1. Establishment & Purpose




     1.1 Establishment. Changing World Technologies, Inc., a Delaware corporation (hereinafter
referred to as the “Company”), establishes the 2009 Equity Incentive Plan (hereinafter
referred to as the “Plan”) as set forth in this document.



     1.2 Purpose of the Plan. The purpose of this Plan is to attract, retain and motivate
officers and employees of, consultants to, and non-employee directors providing services to the
Company and its Subsidiaries and Affiliates, and to promote the success of the Company’s business
by providing them with appropriate incentives and rewards either through a proprietary interest in
the long-term success of the Company or compensation based on fulfilling their individual
performance goals.



Article 2. Definitions




          Whenever capitalized in the Plan, the following terms shall have the meanings set forth below.




     2.1 “Affiliate” means any entity that the Company, either directly or indirectly, is
in common control with, is controlled by or controls or any entity that the Company has a
substantial direct or indirect equity interest, as determined by the Board.



     2.2 “Annual Award Limit” shall have the meaning set forth in Section 5(b).



     2.3 “Award” means any Option, Stock Appreciation Right, Restricted Stock, Other
Stock-Based Award or Performance-Based Compensation award that is granted under the Plan.



     2.4 “Award Agreement” means either (a) a written agreement entered into by the Company
and a Participant setting forth the terms and provisions applicable to an Award granted under this
Plan, or (b) a written statement issued by the Company to a Participant describing the terms and
provisions of the actual grant of such Award.



     2.5 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.



     2.6 “Board” means the Board of Directors of the Company.



     2.7 “Change of Control” means the occurrence of any of the following events:




	 	(a)	 	any Person is or becomes the Beneficial Owner (except that a
Person shall be deemed to have “beneficial ownership” of all Shares that any
such Person has the right to acquire, whether such right is currently
exercisable or only after the passage of time), directly or indirectly, of more
than 50% of the total voting power of the voting stock of the Company (or any
entity that controls the




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	 	 	 	Company), including by way of merger, consolidation, tender or exchange
offer or otherwise; or
	 
	 	(b)	 	the sale or disposition, in one or a series of related
transactions, of all or substantially all, of the assets of the Company to any
Person;
	 
	 	(c)	 	during any period of two consecutive years commencing on or
after the Effective Date, individuals who as the beginning of such period
constituted the entire Board (together with any new directors whose election by
such Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds of the directors of the Company, then
still in office, who were directors at the beginning of the period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority thereof; or
	 
	 	(d)	 	Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.





     2.8 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.



     2.9 “Committee” means the Compensation Committee of the Board, or any other committee
designated by the Board to administer this Plan. The Committee shall have at least two members,
each of whom shall be (i) a Non-Employee Director, (ii) an Outside Director and (iii) if so
required, an “independent director” within the meaning of the listing requirements of the New York
Stock Exchange (and each other exchange on which the Company may be listed).



     2.10 “Company” means Changing World Technologies, Inc., a Delaware corporation, and
any successor thereto.



     2.11 “Consultant” means any person (other than an Employee or a Director) who is
engaged by the Company, a Subsidiary or an Affiliate to render consulting or advisory services to
the Company or such Subsidiary or Affiliate.



     2.12 “Covered Employee” means for any Plan Year, a Participant designated by the
Company as a potential “covered employee,” as such term is defined in Section 162(m) of the
Code.



     2.13 “Director” means a member of the Board who is not an Employee.



     2.14 “Effective Date” means the date set forth in Section 14.15.



     2.15 “Employee” means an officer or other employee of the Company, its Subsidiaries or
an Affiliate, including a member of the Board who is such an employee.



     2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time.



     2.17 “Fair Market Value” “Fair Market Value” means, as of any date, the per Share
value determined as follows:



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	 	(a)	 	If the Shares are listed on any established stock exchange or a
national market system, the per Share Fair Market Value shall be the closing
sales price for each share of such stock (or the closing bid, if no sales were
reported) on the date of determination (or, if no closing sales price or
closing bid was reported on that date, as applicable, on the last trading date
such closing sales price or closing bid was reported), as reported in The Wall
Street Journal or such other source as the Committee deems reliable;
	 
	 	(b)	 	If the Shares are regularly quoted on an automated quotation
system (including the OTC Bulletin Board and the “Pink Sheets” published by the
National Quotation Bureau, Inc.) or by a recognized securities dealer, but
selling prices are not reported, the per Share Fair Market Value shall be the
mean between the high bid and low asked prices for a Share on the date of
determination (or, if no such prices were reported on that date, on the last
date such prices were reported), as reported in The Wall Street Journal or such
other source as the Committee deems reliable; or
	 
	 	(c)	 	In the absence of an established market for the Shares of the
type described in (a) and (b), above, the per Share Fair Market Value thereof
shall be determined by the Committee in good faith and in accordance with
applicable provisions of Section 409A of the Code.





     2.18 “Incentive Stock Option” means an Option intended to meet the requirements of an
incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock
Option.



     2.19 “Non-Employee Director” means a person defined in Rule 16b-3(b)(3) promulgated by
the Securities and Exchange Commission under the Exchange Act, or any successor definition adopted
by the Securities and Exchange Commission.



     2.20 “Nonqualified Stock Option” means an Option that is not an Incentive Stock
Option.



     2.21 “Other Stock-Based Award” means any right granted under Article 9 of the Plan.



     2.22 “Option” means any stock option granted form time to time under Article 6 of the
Plan.



     2.23 “Option Price” means the purchase price per Share subject to an Option, as
determined pursuant to Section 6.2 of the Plan.



     2.24 “Outside Director” means a member of the Board who is an “outside director”
within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.



     2.25 “Participant” means any eligible person as set forth in Section 4.1 to whom an
Award is granted.



     2.26 “Performance-Based Compensation” means compensation under an Award that is
intended to constitute “qualified performance-based compensation” within the meaning of the
regulations promulgated under Section 162(m) of Code or any successor provision.



     2.27 “Performance Measures” means measures as described in Section 10.1 on which the
performance goals are based in order to qualify Awards as Performance-Based Compensation.



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     2.28 “Performance Period” means the period of time during which the performance goals
must be met in order to determine the degree of payout and/or vesting with respect to an Award.



     2.29 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined
in Section 13(d) thereof.



     2.30 “Plan” means the Changing World Technologies, Inc. 2009 Equity Incentive Plan.



     2.31 “Plan Year” means the applicable calendar year.



     2.32 “Restricted Stock” means any Award granted under Article 8.



     2.33 “Restriction Period” means the period during which Restricted Stock awarded under
Article 8 of the Plan is subject to forfeiture.



     2.34 “Service” means service as an Employee, Director or Consultant.



     2.35 “Share” means a share of common stock of the Company, par value $0.01 per share,
or such other class or kind of shares or other securities resulting from the application of Section
12.1.



     2.36 “Stock Appreciation Right” means any right granted under Article 7.



     2.37 “Subsidiary” means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company (or any parent of the Company) if each of the
corporations, other than the last corporation in each unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in
such chain.



     2.38 “Ten Percent Stockholder” means a person who on any given date owns, either
directly or indirectly (taking into account the attribution rules contained in Section 424(d) of
the Code), stock possessing more than 10% of the total combined voting power of all classes of
stock of the Company or a Subsidiary or Affiliate.



Article 3. Administration




     3.1 Authority of the Committee. The Plan shall be administered by the Committee, which shall
have full power to interpret and administer the Plan and full authority to select the Directors,
Employees and Consultants to whom Awards will be granted and determine the type and amount of
Awards to be granted to each such Director, Employee or Consultant, the terms and conditions of
Awards granted under the Plan and the terms of Award Agreements to be entered into with
Participants. Without limiting the generality of the foregoing, the Committee may, in its sole
discretion, clarify, construe or resolve any ambiguity in any provision of the Plan or any Award
Agreement, accelerate or waive vesting of Awards and exercisability of Awards, extend the term or
period of exercisability of any Awards, modify the purchase price under any Award, or waive any
terms or conditions applicable to any Award; provided that no action taken by the Committee shall
adversely affect in any material respect the rights granted to any Participant under any
outstanding Awards without the Participant’s written consent (other than pursuant to Article 11 or
Article 12 hereof). Awards may, in the discretion of the Committee, be made under the Plan in
assumption of, or in substitution for, outstanding awards previously granted by the Company or its
affiliates or a company acquired by the Company or with which the Company combines. The Committee
shall have full and exclusive discretionary power to adopt rules, forms, instruments, and
guidelines for



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administering the Plan as the Committee deems necessary or proper. Notwithstanding anything
in this Section 3.1 to the contrary, the Board, or any other committee or sub-committee established
by the Board, is hereby authorized (in addition to any necessary action by the Committee) to grant
or approve Awards as necessary to satisfy the requirements of Section 16 of the Exchange Act and
the rules and regulations thereunder and to act in lieu of the Committee with respect to Awards
made to Non-Employee Directors under the Plan. All actions taken and all interpretations and
determinations made by the Committee or by the Board (or any other committee or sub-committee
thereof), as applicable, shall be final and binding upon the Participants, the Company, and all
other interested individuals.



     3.2 Delegation. The Committee may delegate to one or more of its members, one or more
officers of the Company or any of its Subsidiaries, and one or more agents or advisors such
administrative duties or powers as it may deem advisable.



Article 4. Eligibility and Participation




     4.1 Eligibility. Participants will consist of such Employees, Consultants, and Directors as
the Committee in its sole discretion determines and whom the Committee may designate from time to
time to receive awards under the Plan. Designation of a Participant in any year shall not require
the Committee to designate such person to receive an award in any other year or, once designated,
to receive the same type or amount of award as granted to the Participant in any other year.



     4.2 Type of Awards. Awards under the Plan may be granted in any one or a combination of: (a)
Options, (b) Stock Appreciation Rights, (c) Restricted Stock, and (d) Other Stock-Based Awards. The
Plan sets forth the performance goals and procedural requirements to permit the Company to design
Awards that qualify as Performance-Based Compensation, as described in Article 10 hereof. Awards
granted under the Plan shall be evidenced by Award Agreements (which need not be identical) that
provide additional terms and conditions associated with such Awards, as determined by the Committee
in its sole discretion; provided, however, that in the event of any conflict between the provisions
of the Plan and any such Award Agreement, the provisions of the Plan shall prevail.



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Article 5. Shares Subject to the Plan and Maximum Awards




     5.1 Number of Shares Available for Awards.




	 	(a)	 	General. Subject to adjustment as provided in Section 5.1(c)
and Article 12, the maximum number of Shares available for issuance to
Participants pursuant to Awards under the Plan shall be 1,000,000 Shares. The
Shares available for issuance under the Plan may consist, in whole or in part,
of authorized and unissued Shares or treasury Shares. The number of Shares
available for granting Incentive Stock Options under the Plan shall not exceed
1,000,000 Shares, subject to adjustments provided in Article 12 hereof and
subject to the provisions of Sections 422 or 424 of the Code or any successor
provisions. Any Shares delivered to the Company as part or full payment for
the purchase price of an Award granted under this Plan or, to the extent the
Committee determines that the availability of Incentive Stock Options under the
Plan will not be compromised, to satisfy the Company’s withholding obligation
with respect to an Award granted under this Plan, shall again be available for
Awards under the Plan; provided however, that such Shares shall continue to be
counted as outstanding for purposes of determining whether an Annual Award
Limit has been attained.
	 
	 	(b)	 	Annual Award Limits. The maximum number of Shares with respect
to which any Options and Stock Appreciation Rights may be granted to any
Participant in any Plan Year shall be 500,000 Shares, subject to adjustments
made in accordance with Article 12 hereof, or the cash equivalent thereof to
the extent such Awards are payable in cash or property, and the maximum amount
of Performance-Based Awards granted to any Participant in a Plan Year shall be
500,000 Shares, subject to adjustments made in accordance with Article 12
hereof, or the cash equivalent thereof to the extent such Awards are payable in
cash or property (each an “Annual Award Limit” and collectively,
“Annual Award Limits”).
	 
	 	(c)	 	Additional Shares. In the event that any outstanding Award
expires, is forfeited, cancelled or otherwise terminated without the issuance
of Shares or are otherwise settled for cash, the Shares subject to such Award,
to the extent of any such forfeiture, cancellation, expiration, termination or
settlement for cash, shall again be available for Awards under the Plan. If the
Committee authorizes the assumption under this Plan, in connection with any
merger, consolidation, acquisition of property or stock, or reorganization, of
awards granted under another plan, such assumption shall not (i) reduce the
maximum number of Shares available for issuance under this Plan or (ii) be
subject to or counted against a Participant’s Annual Award Limit.





Article 6. Stock Options




     6.1 Grant of Options. The Committee is hereby authorized to grant Options to Participants.
Each Option shall permit a Participant to purchase from the Company a stated number of Shares at an
Option Price established by the Committee, subject to the terms and conditions described in this
Article 6 and to such additional terms and conditions, as established by the Committee, in its sole
discretion, that are consistent with the provisions of the Plan. Options shall be designated as
either Incentive Stock Options or Nonqualified Stock Options, provided that Options granted to
Directors and Consultants shall



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be Nonqualified Stock Options. An Option granted as an Incentive Stock Option shall, to the
extent it fails to qualify as an Incentive Stock Option, be treated as a Nonqualified Stock Option.
Neither the Committee nor the Company or any of its Affiliates shall be liable to any Participant
or to any other person if it is determined that an Option intended to be an Incentive Stock Option
does not qualify as an Incentive Stock Option. Options shall be evidenced by Award Agreements
which shall state the number of Shares covered by such Option. Such agreements shall conform to
the requirements of the Plan, and may contain such other provisions, as the Committee shall deem
advisable.




     6.2 Terms of Option Grant. The Option Price shall be determined by the Committee at the time
of grant, but shall not be less than 100% of the Fair Market Value of a Share on the date of grant.
In the case of any Incentive Stock Option granted to a Ten Percent Stockholder, the Option Price
shall not be less than 110% of the Fair Market Value of a Share on the date of grant.



     6.3 Option Term. The term of each Option shall be determined by the Committee at the time of
grant and shall be stated in the Award Agreement, but in no event shall such term be greater than
ten years (or, in the case on an Incentive Stock Option granted to a Ten Percent Stockholder, five
years).



     6.4 Time of Exercise. Options granted under this Article 6 shall be exercisable at such times
and be subject to such restrictions and conditions as the Committee shall in each instance approve,
which terms and restrictions need not be the same for each grant or for each Participant.



     6.5 Method of Exercise. Except as otherwise provided in the Plan or in an Award Agreement, an
Option may be exercised for all, or from time to time any part, of the Shares for which it is then
exercisable. For purposes of this Article 6, the exercise date of an Option shall be the later of
the date a notice of exercise is received by the Company and, if applicable, the date payment is
received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The
aggregate Option Price for the Shares as to which an Option is exercised shall be paid to the
Company in full at the time of exercise at the election of the Participant (i) in cash or its
equivalent (e.g., by cashier’s check), (ii) to the extent permitted by the Committee, in Shares
having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and
satisfying such other requirements as may be imposed by the Committee, (iii) partly in cash and, to
the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market
for the Shares at such time, subject to such requirements as may be imposed by the Committee,
through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the
exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such
sale equal to the aggregate Option Price for the Shares being purchased. The Committee may
prescribe any other method of payment that it determines to be consistent with applicable law and
the purpose of the Plan.



     6.6 Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to
employees of the Company or of a “parent corporation” or “subsidiary corporation” (as such terms
are defined in Section 424 of the Code) at the date of grant. The aggregate Fair Market Value
(generally determined as of the time the Option is granted) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by a Participant during any calendar
year (under all plans of the Company and of any parent corporation or subsidiary corporation) shall
not exceed one hundred thousand dollars ($100,000). For purposes of the preceding sentence,
Incentive Stock Options will be taken into account generally in the order in which they are
granted. No Incentive Stock Option may be exercised later than ten (10) years after the date it is
granted. Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option
shall be construed so that each Incentive Stock Option shall be an incentive stock option as
defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that cannot
be so construed shall be disregarded.



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Article 7. Stock Appreciation Rights




     7.1 Grant of Stock Appreciation Rights. The Committee is hereby authorized to grant Stock
Appreciation Rights to Participants, including a grant of Stock Appreciation Rights in tandem with
any Option at the same time such Option is granted (a “Tandem SAR”). Stock Appreciation
Rights shall be evidenced by Award Agreements that shall conform to the requirements of the Plan
and may contain such other provisions, as the Committee shall deem advisable. Subject to the terms
of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan
shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (a) the
Fair Market Value of a specified number of Shares on the date of exercise over (b) the grant price
of the right as specified by the Committee on the date of the grant. Such payment may be in the
form of cash, Shares, other property or any combination thereof, as the Committee shall determine
in its sole discretion.



     7.2 Terms of Stock Appreciation Right. Subject to the terms of the Plan and any applicable
Award Agreement, the grant price (which shall not be less than 100% of the Fair Market Value of a
Share on the date of grant), term, methods of exercise, methods of settlement, and any other terms
and conditions of any Stock Appreciation Right shall be as determined by the Committee. The
Committee may impose such other conditions or restrictions on the exercise of any Stock
Appreciation Right as it may deem appropriate. Unless otherwise provided in the Award Agreement,
no Stock Appreciation Right shall have a term of more than 10 years from the date of grant.



     7.3 Tandem Stock Appreciation Rights and Options. A Tandem SAR shall be exercisable only to
the extent that the related Option is exercisable and shall expire no later than the expiration of
the related Option. Upon the exercise of all or a portion of a Tandem SAR, a Participant shall be
required to forfeit the right to purchase an equivalent portion of the related Option (and, when a
Share is purchased under the related Option, the Participant shall be required to forfeit an
equivalent portion of the Stock Appreciation Right).



Article 8. Restricted Stock




     8.1 Grant of Restricted Stock. An Award of Restricted Stock is a grant by the Company of a
specified number of Shares to the Participant, which Shares are subject to forfeiture upon the
occurrence of specified events. Participants shall be awarded Restricted Stock in exchange for
consideration not less than the minimum consideration required by applicable law. Restricted Stock
shall be evidenced by an Award Agreement, which shall conform to the requirements of the Plan and
may contain such other provisions, as the Committee shall deem advisable.



     8.2 Terms of Restricted Stock Awards. Each Award Agreement evidencing a Restricted Stock
grant shall specify the period(s) of restriction, the number of Shares of Restricted Stock subject
to the Award, the performance, employment or other conditions (including the termination of a
Participant’s Service whether due to death, disability or other cause) under which the Restricted
Stock may be forfeited to the Company and such other provisions as the Committee shall determine.
Upon determination of the number of Shares of Restricted Stock to be granted to the Participant,
the Committee shall direct that a certificate or certificates representing the number of Shares be
issued to the Participant with the Participant designated as the registered owner. The
certificate(s) representing such shares shall be legended as to sale, transfer, assignment, pledge
or other encumbrances during the Restriction Period and deposited by the Participant, together with
a stock power endorsed in blank, with the Company, to be held in escrow during the Restriction
Period. At the end of the Restriction Period, the restrictions imposed hereunder shall lapse with
respect to the number of shares of Restricted Stock as determined by the Committee, and the legend
shall be removed and such number of Shares delivered to the Participant (or,



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where appropriate, the Participant’s legal representative). The Committee may, in its sole
discretion, modify or accelerate the lapsing of the restrictions imposed on Restricted Stock.



     8.3 Voting and Dividend Rights. Unless otherwise determined by the Committee and set forth in
a Participant’s Award Agreement, Participants holding Restricted Stock granted hereunder shall not
have the right to exercise voting rights with respect to the Restricted Stock and shall not have
the right to receive dividends on such Restricted Stock.



     8.4 Performance Goals. The Committee may condition the grant of Restricted Stock or the
expiration of the Restriction Period upon the Participant’s achievement of one or more performance
goal(s) specified in the Award Agreement. If the Participant fails to achieve the specified
performance goal(s), the Committee shall not grant the Restricted Stock to such Participant or the
Participant shall forfeit the Award of Restricted Stock to the Company.



     8.5 Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of
the Code concerning Restricted Stock, the Participant shall be required to file promptly a copy of
such election with the Company.



Article 9. Other Stock-Based Awards




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




Article 10. Performance-Based Compensation




          The Committee is authorized to design any Award so that the amounts or Shares payable or
distributed pursuant to such Award are treated as “qualified performance-based compensation” within
the meaning of Section 162(m) of the Code and related regulations.




     10.1 Performance Measures. The vesting, crediting and/or payment of Performance-Based
Compensation shall be based on the achievement of objective performance goals based on one or more
of the following Performance Measures: (i) consolidated earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating
income; (iv) earnings per Share; (v) book value per Share; (vi) return on stockholders’ equity;
(vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x)
profitability of an identifiable business unit or product; (xi) maintenance or improvement of
profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi)
cash flow; (xvii) working capital and (xviii) return on assets.



     Any Performance Measure may be (i) used to measure the performance of the Company and/or any
of its Subsidiaries or Affiliates as a whole, any business unit thereof or any combination thereof
or



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(ii) compared to the performance of a group of comparable companies, or a published or special
index, in each case that the Committee, in its sole discretion, deems appropriate.




     10.2 Establishment of Performance Goals for Covered Employees. No later than ninety (90) days
after the commencement of a performance period (but in no event after twenty-five percent (25%) of
such performance period has elapsed), the Committee shall establish in writing: (a) the
performance goals applicable to the Performance Period; (b) the Performance Measures to be used to
measure the performance goals in terms of an objective formula or standard; (c) the method for
computing the amount of compensation payable to the Participant if such performance goals are
obtained; and (d) the Participants or class of Participants to which such performance goals apply.



     10.3 Adjustment of Performance-Based Compensation. Awards that are designed to qualify as
Performance-Based Compensation may not be adjusted upward. The Committee shall retain the
discretion to adjust such Awards downward, either on a formula or discretionary basis or any
combination, as the Committee determines.



     10.4 Certification of Performance. No Award designed to qualify as Performance-Based
Compensation shall be vested, credited or paid, as applicable, with respect to any Participant
until the Committee certifies in writing that the performance goals and any other material terms
applicable to such Performance Period have been satisfied.



Article 11. Compliance with Section 409A of the Code




     11.1 General. To the extent that the Plan and/or Awards are subject to Section 409A of the
Code, the Committee may, in its sole discretion and without a Participant’s prior consent, amend
the Plan and/or Awards, adopt policies and procedures, or take any other actions (including
amendments, policies, procedures and actions with retroactive effect) as are necessary or
appropriate to (a) exempt the Plan and/or any Award from the application of Section 409A of the
Code, (b) preserve the intended tax treatment of any such Award, or (c) comply with the
requirements of Section 409A of the Code, Department of Treasury regulations and other interpretive
guidance issued thereunder, including without limitation any such regulations or other guidance
that may be issued after the date of the grant (“Section 409A Guidance”). This Plan shall be
interpreted at all times in such a manner that the terms and provisions of the Plan and Awards are
exempt from or comply with Section 409A Guidance.



     11.2 Timing of Payment. All Awards that would otherwise be subject to Section 409A of the
Code shall be paid or otherwise settled on or as soon as practicable after the applicable vesting
date and not later than the 15th day of the third month from the end of (i) the Participant’s tax
year that includes the applicable payment date, or (ii) the Company’s tax year that includes the
applicable payment date, whichever is later; provided, however, that the Committee reserves the
right to delay payment or specify a compliant payment date with respect to any such Award under the
circumstances set forth in Section 409A Guidance; provided, further, that notwithstanding any
contrary provision in the Plan or Award Agreement, any payment(s) that are otherwise required to be
made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a
result of his or her separation from service (other than a payment that is not subject to Section
409A of the Code) shall be delayed for the first six (6) months following such separation from
service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in
a manner set forth in the Award Agreement) on the payment date that immediately follows the end of
such six-month period or as soon as administratively practicable thereafter.



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Article 12. Adjustments




     12.1 Adjustments in Authorized Shares. In the event of any corporate event or transaction
(including, but not limited to, a change in the Shares of the Company or the capitalization of the
Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock
dividend, stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of
Shares, dividend in kind, or other like change in capital structure (other than normal cash
dividends) to stockholders of the Company, or any similar corporate event or transaction, the
Committee, to prevent dilution or enlargement of Participants’ rights under the Plan, shall
substitute or adjust, in its sole discretion, the number and kind of Shares that may be issued
under the Plan or under particular forms of Awards, the number and kind of Shares subject to
outstanding Awards, the Option Price, grant price or purchase price applicable to outstanding
Awards, the Annual Award Limits, and/or other value determinations applicable to the Plan or
outstanding Awards.



     12.2 Change of Control. Upon the occurrence of a Change of Control after the Effective Date,
unless otherwise specifically prohibited under applicable laws or by the rules and regulations of
any governing governmental agencies or national securities exchanges, or unless the Committee shall
determine otherwise in the Award Agreement, the Committee is authorized (but not obligated) to make
adjustments in the terms and conditions of outstanding Awards, including without limitation the
following (or any combination thereof): (i) continuation or assumption of such outstanding Awards
under the Plan by the Company (if it is the surviving company or corporation) or by the surviving
company or corporation or its parent; (ii) substitution by the surviving company or corporation or
its parent of awards with substantially the same terms for such outstanding Awards; (iii)
accelerated exercisability, vesting and/or lapse of restrictions under all then outstanding Awards
immediately prior to the occurrence of such event; (iv) upon written notice, provide that any
outstanding Awards must be exercised, to the extent then exercisable, within fifteen days
immediately prior to the scheduled consummation of the event, or such other period as determined by
the Committee (in either case contingent upon the consummation of the event), and at the end of
such period, such Awards shall terminate to the extent not so exercised within the relevant period;
and (v) cancellation of all or any portion of outstanding Awards for fair value (as determined in
the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights,
may equal the excess, if any, of the value of the consideration to be paid in the Change of Control
transaction to holders of the same number of Shares subject to such Options or Stock Appreciation
Rights (or, if no such consideration is paid, Fair Market Value of the Shares subject to such
outstanding Awards or portion thereof being canceled) over the aggregate Option Price or grant
price, as applicable, with respect to such Awards or portion thereof being canceled.



Article 13. Duration, Amendment, Modification, Suspension, and Termination




     13.1 Duration of the Plan. Unless sooner terminated as provided in Section 13.2, the Plan
shall terminate on the tenth (10th) anniversary of the Effective Date.



     13.2 Amendment, Modification, Suspension, and Termination of Plan. The Board may amend,
alter, suspend, discontinue, or terminate the Plan or any portion thereof or any Award (or Award
Agreement) thereunder at any time; provided that no such amendment, alteration, suspension,
discontinuation or termination shall be made (i) without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement applicable to the Plan and (ii) without
the consent of the Participant, if such action would materially diminish any of the rights of any
Participant under any Award theretofore granted to such Participant under the Plan; provided,
however, the Committee may amend the Plan, any Award or any Award Agreement in such manner as it
deems necessary to comply with applicable laws.



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Article 14. General Provisions




     14.1 No Right to Service. The granting of an Award under the Plan shall impose no obligation
on the Company, any Subsidiary or any Affiliate to continue the Service of a Participant and shall
not lessen or affect any right that the Company, any Subsidiary or any Affiliate may have to
terminate the Service of such Participant. No Participant or other Person shall have any claim to
be granted any Award, and there is no obligation for uniformity of treatment of Participants, or
holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s
determinations and interpretations with respect thereto need not be the same with respect to each
Participant (whether or not such Participants are similarly situated).



     14.2 Settlement of Awards; No Fractional Shares. Each Award Agreement shall establish the
form in which the Award shall be settled. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash, Awards, other
securities or other property shall be issued or paid in lieu of fractional Shares or whether such
fractional Shares or any rights thereto shall be rounded, forfeited or otherwise eliminated.



     14.3 Tax Withholding. The Company shall have the power and the right to deduct or withhold,
or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal,
state, and local taxes, domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of the Plan. With respect to required
withholding, Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair
Market Value on the date the tax is to be determined equal to the minimum statutory total tax that
could be imposed on the transaction.



     14.4 No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries) shall be
responsible for all taxes with respect to any Awards under the Plan. The Committee and the Company
make no guarantees to any person regarding the tax treatment of Awards or payments made under the
Plan. Neither the Committee nor the Company has any obligation to take any action to prevent the
assessment of any excise tax on any person with respect to any Award under Section 409A of the Code
or otherwise and none of the Company, any of its Subsidiaries or Affiliates, or any of their
employees or representatives shall have any liability to a Participant with respect thereto.



     14.5 Section 16 Participants. With respect to Participants subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of
Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.



     14.6 Non-Transferability of Awards. Unless otherwise determined by the Committee, an Award
shall not be transferable or assignable by the Participant except in the event of his death
(subject to the applicable laws of descent and distribution) and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate. An award exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the Participant. Any
permitted transfer of the Awards to heirs or legatees of the Participant shall not be effective to
bind the Company unless the Committee shall have been furnished with written notice thereof and a
copy of such evidence as the Committee may deem necessary to establish the validity of the transfer
and the acceptance by the transferee or transferees of the terms and conditions hereof.



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     14.7 Conditions and Restrictions on Shares. The Committee may impose such other conditions or
restrictions on any Shares received in connection with an Award as it may deem advisable or
desirable. These restrictions may include, but shall not be limited to, a requirement that the
Participant hold the Shares received for a specified period of time or a requirement that a
Participant represent and warrant in writing that the Participant is acquiring the Shares for
investment and without any present intention to sell or distribute such Shares. The certificates
for Shares may include any legend which the Committee deems appropriate to reflect any conditions
and restrictions applicable to such Shares.



     14.8 Compliance with Law. The granting of Awards and the issuance of Shares under the Plan
shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies and stock exchanges on which the Shares are admitted to trading or listed, as
may be required. The Company shall have no obligation to issue or deliver evidence of title for
Shares issued under the Plan prior to:




	 	(a)	 	Obtaining any approvals from governmental agencies that the Company determines are
necessary or advisable; and
	 
	 	(b)	 	Completion of any registration or other qualification of the Shares under any
applicable national, state or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable.




The restrictions contained in this Section 14.8 shall be in addition to any conditions or
restrictions that the Committee may impose pursuant to Section 14.7. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.




     14.9 Rights as a Stockholder. Except as otherwise provided herein or in the applicable Award
Agreement, a Participant shall have none of the rights of a stockholder with respect to Shares
covered by any Award until the Participant becomes the record holder of such Shares.



     14.10 Severability. If any provision of the Plan or any Award is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed
or deemed amended without, in the determination of the Committee, materially altering the intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award,
and the remainder of the Plan and any such Award shall remain in full force and effect.



     14.11 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to
any investments that the Company or any of its Subsidiaries may make to aid it in meeting its
obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and any Participant, beneficiary, legal representative, or any other person.
To the extent that any person acquires a right to receive payments from the Company or any of its
Subsidiaries under the Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company or a Subsidiary, as the case may be. All payments to be made hereunder
shall be paid from the general funds of the Company or a Subsidiary, as the case may be, and no
special or separate fund shall be established and no segregation of



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assets shall be made to assure payment of such amounts. The Plan is not subject to the U.S.
Employee Retirement Income Security Act of 1974, as amended from time to time.



     14.12 No Constraint on Corporate Action. Nothing in the Plan shall be construed to (a) limit,
impair, or otherwise affect the Company’s or its Subsidiary’s right or power to make adjustments,
reclassifications, reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets,
or (b) limit the right or power of the Company or its Subsidiary to take any action which such
entity deems to be necessary or appropriate.



     14.13 Successors. All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business or assets of the Company.



     14.14 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the
State of New York, excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan to the substantive law of another jurisdiction.



     14.15 Effective Date. The Plan shall be effective as of the date of adoption by the Board,
which date is set forth below (the “Effective Date”), provided that the Plan is approved by
the stockholders of the Company at an annual meeting or any special meeting of stockholders of the
Company within 12 months of the Effective Date, and such approval of stockholders shall be a
condition to the right of each Participant to receive any Awards hereunder. Any Awards granted
under the Plan prior to such approval of stockholders shall be effective as of the date of grant,
but no such Award may be exercised or settled and no restrictions relating to any Award may lapse
prior to such stockholder approval, and if stockholders fail to approve the Plan as specified
hereunder, any such Award shall be cancelled.



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     This Plan was duly adopted and approved by the Board of Directors of the Company by resolution
at a meeting held on the 14th day of January 2009.




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