Exhibit
10.25


 


AMERICOLD REALTY TRUST


2010 EQUITY INCENTIVE PLAN


 


ARTICLE I


 


GENERAL


 


1.1                                 Purpose and Overview. 
This equity incentive plan, which shall be known as the “Americold
Realty Trust 2010 Equity Incentive Plan” (but referred to herein as the “Plan”),
has been adopted by Americold Realty Trust, a Maryland real estate investment
trust (the “Company”), to enable the Company and its Subsidiaries to attract
and retain qualified personnel for positions of substantial responsibility and
to provide additional incentive to employees, trustees and other service
providers by providing them with, among other things, an opportunity for
investment in the Company.  The Plan
authorizes the Company’s Board of Trustees (the “Board”) or a committee
appointed by the Board to make Awards consisting of Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or
Dividend Equivalents with respect to the Company’s Common Shares, Cash Bonus
Awards and/or Performance Compensation Awards to certain Eligible Participants,
on the terms and conditions more specifically described herein.


 


1.2                                 Definitions.


 


“Acquirer”
shall have the meaning given such term in the definition of Change in Control;
provided, however, that if in the case of a particular Award the applicable
Award Agreement states otherwise or contains a different definition of “Change
in Control,” the term “Acquirer” shall have the meaning given such term in the
definition of Change in Control or, if no such meaning is specified, shall mean
the entity (if any) acquiring control or effective control of the Company, the
surviving or successor entity, or the entity acquiring substantially all of the
assets of the Company in a transaction constituting a Change in Control.


 


“Award”
shall have the meaning given such term in Section 1.5 hereof.


 


“Award
Agreement” shall have the meaning given such term in Section 1.5
hereof.


 


“Award
Pool” shall have the meaning given such term in Section 1.6 hereof.


 


“Board”
shall have the meaning given such term in Section 1.1 hereof.


 


“Cash
Bonus” shall mean a cash bonus granted pursuant to Section 7.1 hereof.


 


“Cause”
shall mean, (i) in the case of a Participant who has an employment
contract or Award Agreement with the Company that includes a definition of “Cause,”
any conduct therein defined; or (ii) in the case of any Participant not
described in clause (i), cause as
determined in good faith by the Committee, including but not limited to any of
the following:


 


(A)                              the Participant’s fraud,
willful malfeasance, or gross negligence in the performance of his or her
duties;


 


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(B)                                the Participant’s theft,
dishonesty, or falsification of any employment record or any of the Company’s
records;


 


(C)                                any act or failure
to act by the Participant that has a material detrimental effect on the
reputation or business of the Company or any Company affiliate as determined in
the sole discretion of the Committee (including but not limited to the
unauthorized use of proprietary information); is beyond the course and scope of
the Participant’s duties; or is a breach of the Participant’s fiduciary duties
to the Company; in each case unless the Participant’s act or failure to act is
compelled by applicable statute or regulation;


 


(D)                               the Participant’s conviction
of, or entering of a plea of guilty or nolo contendere to, a felony or any
other crime that involves moral turpitude or the commission of an act involving
dishonesty or fraud with respect to the Company or any Company affiliate;


 


(E)                                 any material breach or
violation of the terms of the Participant’s employment contract (if any);
Participant’s material or repeated failure to perform the duties assigned to
him or her by his or her supervisor; or Participant’s refusal, or repeated
failure, to obey the lawful directives or reasonable instructions of the Board;
or


 


(F)                                 illegal substance abuse or
habitual drunkenness;


 


provided
that, in the case of (C), (E), or (F) above, the Company has provided the
Participant with written notice and opportunity to cure the condition if in the
reasonable judgment of the Board such condition is susceptible of cure, and the
Participant has failed to cure such condition within thirty (30) days after receipt of
such notice.


 


“Change
in Control” shall, unless in the case of a particular Award the applicable
Award Agreement states otherwise or contains a different definition of “Change
in Control,” mean the occurrence of any one of the following events: (i) a
merger, consolidation, or reorganization of the Company into or with another
legal entity, or sale or transfer by the Company of all or substantially all of
its assets to any other legal entity (in either case, such other legal entity
is herein referred to as an “Acquirer”), such that immediately following such
transaction, fifty percent (50%) or more of the combined voting power of the
then-outstanding voting securities of the Acquirer is not beneficially owned by
Persons beneficially owning at least twenty percent (20%) of the Company’s
Common Shares outstanding and reserved for issuance immediately prior to such
transaction; (ii) any transaction or series of transactions by Yucaipa
American Alliance Fund I, LP, Yucaipa Corporate
Initiatives Fund I, LP, Yucaipa American
Alliance (Parallel) Fund I, LP, Yucaipa American
Alliance Fund II, LP, and Yucaipa American
Alliance (Parallel) Fund II, LP and/or their affiliated
entities (collectively, “Yucaipa”) that results in Yucaipa, in the aggregate,
beneficially owning less than fifty percent (50%) of the Company’s
Common Shares outstanding and reserved for issuance immediately prior to such
transaction or series of transactions; or (iii) a dissolution or
liquidation of the Company. 
Notwithstanding the foregoing, any public offering of the Company’s
securities shall not be or result in a Change in Control.


 


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“Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto. 
Reference in the Plan to any section of the Code shall be deemed to
include any Treasury Regulations and other interpretative guidance under such
section, and any amendments or successor provisions to such section,
regulations or guidance.


 


“Committee”
shall have the meaning given such term in Section 1.3(a) hereof.


 


“Common
Shares” shall mean Common Shares of the Company, $0.01 par value per share,
and such other securities as may become the subject of Awards pursuant to an
adjustment made under Section 9.4 hereof.


 


“Company”
shall have the meaning given such term in Section 1.1 hereof.


 


“Disability”
shall mean, except as otherwise provided in an applicable Award Agreement, the
inability of a Participant to perform the duties, responsibilities and
obligations of such Participant’s position for six (6) months (in the
aggregate) within any consecutive twelve (12) month period by reason of a
medically determinable physical or mental impairment, as determined in good
faith by the Committee.


 


“Dividend
Equivalent” shall have the meaning given such term in Section 8.1
hereof.


 


“Effective
Date” shall have the meaning given such term in Section 9.1 hereof.


 


“Eligible
Participant” shall have the meaning given such term in Section 1.4
hereof.


 


“Eligible
Status” shall have the meaning given such term in Section 1.4
hereof.  Without limiting the foregoing,
an Eligible Participant’s Eligible Status shall terminate once that Person is
no longer an officer, trustee or employee of the Company or any Subsidiary, or
the Committee determines that such Person is no longer properly treated as a
consultant or other bona fide
service provider to the Company or any Subsidiary.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any
successor thereto.  Reference in the Plan
to any section of the Exchange Act shall be deemed to include any rules,
regulations, and other interpretative guidance under such section, and any
amendments or successor provisions to such section, rules, regulations or
guidance.


 


“Exercise
Price” shall mean the amount determined by the Committee with respect to
the corresponding Option pursuant to Section 2.3 hereof.


 


“Fair
Market Value” shall mean, with respect to a Common Share, the fair market
value of a Common Share as determined by the Committee from time to time.  Unless otherwise determined by the Committee,
the fair market value of a Common Share shall be the closing price of a Common
Share on the date as of which the determination is being made as quoted on the
New York Stock Exchange or, if there were no sales on such date, the closing
price on the nearest preceding date on which sales occurred as quoted on the
New York Stock Exchange, in each case as reported in The Wall
Street Journal or such other source as the Committee deems reliable.


 


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“Grant
Date” shall mean, with respect to an Award, the date on which the material
terms of such Award are approved by the Committee, or such other date as may be
designated by the Committee at the time of such approval and specified in the
applicable Award Agreement as the “Grant Date” of such Award.


 


“Immediate
Family Member” shall have the meaning given such term in Section 8.4(c) hereof.


 


“Incentive
Stock Option” shall mean an Option designated by the Committee as an “Incentive
Stock Option” pursuant to Section 2.1 hereof and intended to comply with
the provisions of Section 422 of the Code or any successor statutory
provision.


 


“Nonqualified
Stock Option” shall mean an Option that is not an Incentive Stock Option.


 


“Option”
shall mean an option to purchase Common Shares granted under ARTICLE II hereof.


 


“Participant”
shall have the meaning given such term in Section 1.4 hereof.


 


“Performance
Compensation Award” shall have the meaning given such term in ARTICLE VII
hereof.


 


“Performance
Formula” shall have the meaning given such term in Section 7.2 hereof.


 


“Performance
Goal” shall have the meaning given such term in Section 7.2 hereof.


 


“Performance
Period” shall have the meaning given such term in Section 7.2 hereof.


 


“Permitted
Transferee” shall have the meaning given such term in Section 8.4(c) hereof.


 


“Person”
shall mean any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, or government or political
subdivision thereof.


 


“Plan”
shall have the meaning given such term in Section 1.1 hereof.


 


“Predecessor
Plan” shall mean the Americold Realty Trust 2008 Equity Incentive Plan.


 


“Registration
Date” means the effective date of the first registration statement with
respect to the Common Shares that is filed by the Company and declared
effective pursuant to Section 12(g) of the Exchange Act.


 


“Restricted
Stock” shall mean Common Shares granted under ARTICLE IV hereof.


 


“Restricted
Stock Unit” shall mean a right granted under ARTICLE V hereof.


 


“RSU”
shall mean a Restricted Stock Unit.


 


“SAR”
shall mean a Stock Appreciation Right.


 


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“SAR
Settlement Payment” shall have the meaning given such term in Section 3.2
hereof.


 


“Securities
Act” means the Securities Act of 1933, as amended, and any
successor thereto.  Reference in the Plan
to any section of the Securities Act shall be deemed to include any rules,
regulations, and other interpretative guidance under such section, and any
amendments or successor provisions to such section, rules, regulations or
guidance.


 


“Stock
Appreciation Right” shall mean a right granted under ARTICLE III hereof.


 


“Stock
Bonus” shall mean Common Shares granted under ARTICLE VI hereof.


 


“Strike
Price” shall mean the amount determined by the Committee with respect to
the corresponding Stock Appreciation Right pursuant to Section 3.3 hereof.


 


“Subsidiary”
shall mean any majority-owned direct or indirect subsidiary of the Company.


 


“Tax
Withholding Liability” shall mean all federal, state, local, and foreign
income tax, social security tax, and any other taxes applicable to the
compensation income arising from a transaction required by applicable law to be
withheld by the Company or any Subsidiary.


 


“Transfer” shall mean any assignment, conveyance, sale, gift,
pledge, hypothecation, encumbrance or other transfer, disposition or
alienation.


 


1.3                                 Administration.


 


(a)                                  Committee.  The Plan
shall be administered and interpreted by the Compensation Committee of the
Board, if any, or such other committee of the Board which shall be appointed by
and serve at the pleasure of the Board for the express purpose of administering
and interpreting the Plan (the “Committee”), provided that the full Board may
at any time act as the Committee.  It is
intended that the Committee will consist solely of individuals each of whom, at
the time of his or her appointment, qualifies as a “non-employee director”
under Rule 16b-3(b)(3)(i) promulgated under the Exchange Act and, to
the extent that the Board determines that relief from the limitation of Section 162(m) of
the Code shall be sought, as an “outside director” under Section 1.162-27(e)(3)(i) of
the Treasury Regulations. 
Notwithstanding any other provision of this Plan to the contrary, any
Award to a member of the Board who is not an employee of the Company or a
Subsidiary must be authorized by the full Board pursuant to recommendations
made by the Committee.


 


(b)                                 Authority of Committee. 
Subject to the express terms and conditions hereof and applicable laws, rules and
regulations, the Committee is authorized to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the Plan; (iii) determine
the number of Common Shares to be covered by (or with respect to which
payments, rights, or other matters are to be calculated in connection with)
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Common Shares, other securities, or other Awards, or
canceled, forfeited, or suspended, and the method or methods by which Awards
may be settled, exercised, canceled, forfeited, or suspended; (vi) determine



 


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whether, to what extent, and under what circumstances
cash, Common Shares, other securities, other Awards, and other amounts payable
with respect to an Award under the Plan shall be deferred either automatically
or at the election of the holder thereof or of the Committee, subject to the
requirements of Section 409A of the Code, if applicable; (vii) establish,
amend and rescind rules and regulations relating to the Plan; (viii) approve
forms of agreements under the Plan; (ix) construe and interpret the terms
of the Plan and Awards made pursuant to the Plan; (x) make all other
determinations and take any other actions that the Committee deems necessary or
advisable for the administration and interpretation of the Plan and Awards made
pursuant to the Plan; and (xi) correct any defect, supply any omission, or
reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it shall deem desirable to carry the Plan into effect.  Without limiting the generality of the
foregoing, and subject to the express terms and conditions hereof, the
Committee may modify the terms and conditions of the Plan or of any Awards
granted hereunder to the extent necessary or advisable to effectuate the
purpose of the Plan as a result of any changes in the tax, accounting, or
securities law treatment of the Plan or any instruments issued hereunder.  Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time, and shall be final,
conclusive, and binding on all Persons. 
No member of the Committee shall be liable to any Person for any such
action taken or determination made in good faith.


 


1.4                                 Eligibility. 
The Committee may make Awards under the Plan only to Persons who, at the
time of such Awards, are officers, trustees, employees, consultants, advisers
or other bona fide service providers with respect
to the Company or any Subsidiary (each such Person an “Eligible Participant” in
an “Eligible Status”).  The Committee
shall select, upon the recommendation of the Board or upon the Committee’s own
initiative, Eligible Participants to whom the making of Awards would, in the
opinion of the Committee, further the Plan’s purpose.  (Each recipient of an Award hereunder,
including any transferee in a transfer that complies with Section 8.4 hereof, shall be referred to herein as a “Participant.”)


 


The
adoption of this Plan shall not be deemed to give any Eligible Participant any
right to be selected for an Award hereunder. 
There is no obligation for uniformity of treatment of Participants, or
holders or beneficiaries of Awards under the Plan, and the terms and conditions
of Awards need not be the same with respect to each Participant.  In addition, nothing contained in this Plan
or in any applicable Award Agreement shall confer upon any Eligible Participant
or Participant any right to be employed by or otherwise continue in an Eligible
Status with the Company or any Subsidiary or in any way affect the Company’s or
any Subsidiary’s right to terminate such Person’s employment or other Eligible
Status without prior notice at any time for any or no reason.


 


1.5                                 Awards; Award Agreement. 
Subject to the limitations set forth in Section 1.6, the Committee
may grant to any Eligible Participant one or more awards (each an “Award”)
consisting of Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Stock Bonus Awards, Dividend Equivalents, Cash Bonus Awards and/or
Performance Compensation Awards.  An
Award shall be considered as granted hereunder only after its authorization,
including all material terms thereof, by the Committee.  Each Award under the Plan shall be evidenced
by an agreement (an “Award Agreement”), executed by the Participant and the
Company, which Award Agreement shall (a) specify the terms and conditions
of the 


 


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Award and any rules applicable thereto, (b) incorporate
all provisions of the Plan by reference, and (c) include such other terms
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion. 
Without limitation, the Award Agreement shall specify (i) the total
number of Common Shares subject to the Award, if applicable, (ii) in the
case of an Option or SAR, the Exercise Price or Strike Price per Common Share, (iii) the
vesting schedule or vesting conditions, if any, with respect to such Award, (iv) the
period(s) during which such Award shall be exercisable or the date(s) on
which such Award shall be settled, and (v) such other matters required or
permitted to be specified therein under the Plan.


 


1.6                                 Shares Available Under the Plan.


 


(a)                                  Award Pool.  Subject to
adjustments as provided in Sections 1.6(b), 1.6(c) and 9.4, the
maximum aggregate number of Common Shares that may be subject to, or (without
duplication) delivered pursuant to, Awards granted under the Plan is
2,199,986.  Such maximum aggregate number
of Common Shares shall be referred to herein as the “Award Pool.”  The Common Shares subject to or delivered
pursuant to Awards granted under the Plan may be authorized but unissued Common
Shares, Common Shares held in Treasury, or reacquired Common Shares.


 


(b)                                 Forfeiture.  If any Common
Shares subject to an Award granted under the Plan are forfeited, or if an Award
granted under this Plan expires, is forfeited or becomes unexercisable for any
reason without having been exercised or paid in full, the Common Shares subject
thereto which were not exercised or paid in full shall be available for future
Awards under the Plan.  In addition, if
any award granted under the Predecessor Plan that was outstanding on the
Effective Date expires, is forfeited, or becomes unexercisable for any reason
after the Effective Date without having been exercised or paid in full, the
Common Shares subject thereto which were not exercised or paid in full shall be
added to the Award Pool.  For purposes of
the preceding sentence, a Performance Compensation Award shall be treated as
not having been paid in full if less than the target number of Common Shares or
cash equivalent thereof is issued or paid.


 


(c)                                  Accounting for Awards. 
For purposes of Sections 1.6(a) and (b), the following rules will
apply for counting Common Shares issued or transferred under the Plan:


 


(i)                                     If an Award is denominated in Common
Shares, the number of Common Shares covered by such Award, or to which such
Award relates, shall be counted on the Grant Date of such Award against the
aggregate number of Common Shares available for granting Awards under the Plan,
except as otherwise provided in this Section 1.6.


 


(ii)                                  In the case of Performance Compensation
Awards denominated in Common Shares, the target number of Common Shares shall
be counted on the Grant Date of such Award against the aggregate number of
Common Shares available for granting Awards under the Plan, and if the actual
number of Common Shares (or cash equivalent) issued under the Award is greater
or less than such target number, the aggregate number of Common Shares
available for granting Awards under the Plan shall be decreased or increased,
as applicable, to account for such difference.


 


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(iii)                               In the case of Dividend Equivalents
denominated in Common Shares, or Awards not denominated, but potentially
payable, in Common Shares, such Dividend Equivalents or Awards shall be counted
against the aggregate number of Common Shares available for granting Awards
under the Plan in such amount and at such time as the Dividend Equivalents or
other such Awards are settled in Common Shares.


 


(iv)                              Any Common Shares that are delivered by
the Company and any Awards that are granted by, or become obligations of, the
Company through the assumption by the Company of, or in substitution for,
outstanding awards previously granted by an acquired company shall not be
counted against the Common Shares available for granting Awards under this
Plan.


 


(v)                                 Common Shares subject to an Award under
the Plan will be treated as having been issued and transferred and may not
again be made available for issuance under the Plan if such Common Shares are: (A)
Common Shares that were subject to an Option or stock-settled SAR and were not
issued upon the net settlement or net exercise of such Option or SAR, (B) Common
Shares delivered to the Company to pay the Exercise Price upon exercise of an
Option, (C) Common Shares delivered to or withheld by the Company to
satisfy any Tax Withholding Liability, or (D) Common Shares repurchased on
the open market with the proceeds of an Option exercise.  Common Shares subject to an award granted
under the Predecessor Plan that was outstanding on the Effective Date will be
treated for purposes of this Plan as having been issued and transferred, and
will not be added to the Award Pool, if such Common Shares are: (A) Common
Shares that were subject to an option or stock-settled stock appreciation right
granted under the Predecessor Plan and were not issued upon the net settlement
or net exercise of such option or stock appreciation right, (B) Common
Shares delivered to the Company to pay the exercise price upon exercise of an
option granted under the Predecessor Plan, (C) Common Shares delivered to
or withheld by the Company to satisfy any tax withholding liability with
respect to an award granted under the Predecessor Plan, or (D) Common
Shares repurchased on the open market with the proceeds of the exercise of an
option granted under the Predecessor Plan.


 


(d)                                 Incentive Stock Options. 
Subject to adjustments as provided in Section 9.4, no more than
2,199,986 Common Shares may be delivered in the aggregate pursuant to the
exercise of Incentive Stock Options granted under the Plan.


 


(e)                                  Individual Limit. 
No Participant may receive grants of Awards representing more than
1,000,000 Common Shares in any thirty-six (36) month period, subject to
adjustment as provided in Section 9.4. 
The maximum amount that may be paid to any Participant pursuant to a
Performance Compensation Award, other than an Award that is denominated in
Common Shares, in any thirty-six (36) month period is $4,500,000.


 


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ARTICLE II


 


OPTIONS


 


2.1                                 General; Incentive or Nonqualified Stock
Options.  Each Option granted under the Plan shall be
subject to the terms and conditions set forth in this ARTICLE II and to such
other terms and conditions not inconsistent with the Plan as may be reflected
in the applicable Award Agreement.  The
Committee may, in its discretion, grant Options designated as “Incentive Stock
Options,” which shall comply with the provisions of Section 422 of the
Code or any successor statutory provision, or “Nonqualified Stock Options.”  Any Options awarded hereunder shall be Nonqualified
Stock Options unless the applicable Award Agreement expressly states that the
Option is intended to be an Incentive Stock Option.  Incentive Stock Options shall be granted only
to Eligible Participants who are employees of the Company or of a Subsidiary
that is a “subsidiary corporation” within the meaning of Section 424(f) of
the Code, and no Incentive Stock Option shall be granted to any Eligible
Participant who is ineligible to receive an Incentive Stock Option under the
Code.  No Option shall be treated as an
Incentive Stock Option unless the Plan has been approved by the shareholders of
the Company within twelve (12) months after the Plan is adopted and in a manner
intended to comply with the shareholder approval requirements of Section 422(b)(1) of
the Code, provided that any Option intended to be an Incentive Stock Option
shall not fail to be effective solely on account of a failure to obtain such
approval, but rather such Option shall be treated as a Nonqualified Stock
Option unless and until such approval is obtained.  In the case of an Incentive Stock Option, the
terms and conditions of such grant shall be subject to and comply with such rules as
may be prescribed by Section 422 of the Code.  If for any reason an Option intended to be an
Incentive Stock Option (or any portion thereof) shall not qualify as an
Incentive Stock Option, then, to the extent of such nonqualification, such
Option or portion thereof shall be regarded as a Nonqualified Stock Option
appropriately granted under the Plan. 
Notwithstanding any designation of Options as Incentive Stock Options,
to the extent that the aggregate Fair Market Value of Common Shares with
respect to which Incentive Stock Options granted to a particular individual
become exercisable for the first time during any calendar year (under the Plan
and all other stock option plans of the Company or its parent or subsidiary
corporations within the meaning of Section 424(f) of the Code)
exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.  For purposes of the preceding sentence,
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Common Shares shall be
determined as of the Grant Date of the Option to which such Common Shares are
subject.


 


2.2                                 Nature of Award. 
An Option awarded to a Participant hereunder shall represent an option
to receive (upon satisfaction of the terms and conditions contained in the Plan
and other such terms and conditions not inconsistent with the Plan as may be
determined by the Committee and reflected in the applicable Award Agreement,
including without limitation the payment of the Exercise Price and the amount
of the applicable Tax Withholding Liability pursuant to Section 8.8
hereof) the number of Common Shares specified in the Award Agreement, which
Common Shares shall be subject to the limitations and restrictions set forth in
Section 8.6
and the applicable Award Agreement.


 


2.3                                 Exercise Price. 
The Exercise Price per Common Share with respect to any Option awarded
hereunder shall be determined by the Committee, in its sole and absolute
discretion, 


 


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provided  that the
Exercise Price of any Option shall not be less than one hundred percent (100%)
of the Fair Market Value of the Common Shares underlying the Option on the
Grant Date except as otherwise provided in Section 9.4, and provided,
further, that in the case of any Incentive Stock Option granted to a
Participant who, at the time of the grant of such Option, owns stock possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any “parent corporation” or “subsidiary
corporation” within the meaning of Section 424(e) or (f) of the
Code, the Exercise Price of such Option shall not be less than one hundred ten
percent (110%) of the Fair Market Value of the Common Shares underlying
the Option on the Grant Date.


 


2.4                                 Vesting. 
Notwithstanding anything to the contrary contained herein, no Option (or
portion of an Option) shall be eligible for exercise until such Option (or
portion of an Option) has vested in accordance with the provisions hereof or of
the applicable Award Agreement.  Except
as otherwise provided in the Plan and the applicable Award Agreement, an Option
awarded pursuant to this Plan shall vest and become exercisable as to twenty
percent (20%) of the total number of Common Shares subject to such Option
annually over the five (5) year period following the Grant Date,
subject to the Participant’s maintenance of his or her Eligible Status over
that period as well as the other provisions of this Plan.  Except as expressly set forth in the
applicable Award Agreement, any Option awarded pursuant to this Plan shall
initially be unvested.


 


2.5                                 Exercise of the Option.


 


(a)                                  Exercisability. 
An Option may be exercised only to the extent that it is (i) granted
pursuant to a valid Award Agreement, (ii) vested, (iii) not
terminated, and (iv) exercised on or before the date such Option expires
pursuant to Section 2.6.


 


(b)                                 Number of Shares. 
The Participant may exercise an Option with respect to any whole number
of Common Shares subject thereto.


 


(c)                                  Notice of Exercise. 
The Option shall be exercised by giving written notice thereof to the Company
on such form as may be specified by the Committee.  Such written notice shall state the number of
Common Shares to be purchased or with respect to which the Option is exercised.


 


(d)                                 Payment.  The notice of
exercise of an Option will be accompanied by full payment of the Exercise Price
for the number of Common Shares to be purchased.  Such payment shall be in United States
dollars in cash or by bank cashier’s check made payable to the Company’s order,
or in the form of such other legal consideration for the purchase of Common
Shares as may be approved by the Committee, in its discretion, including
without limitation (i) Common Shares valued at the Fair Market Value at the
time the Option is exercised, provided that such Common Shares are not subject to
any pledge or other security interest, (ii) by means of a “net exercise”
procedure approved by the Committee, or (iii) if there is a public market
for the Common Shares at such time, by means of a broker-assisted “cashless
exercise” pursuant to which the Company is delivered a copy of irrevocable
instructions to a stockbroker to sell Common Shares otherwise deliverable upon
the exercise of the Option and to deliver promptly to the Company an amount
equal to the Exercise Price.  In
addition, as a condition to the exercise of 


 


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any Option, the Participant shall pay to the Company
or its Subsidiary the amount of the applicable Tax Withholding Liability
pursuant to Section 8.8 hereof.


 


2.6                                 Term.  The term of
any Option awarded hereunder shall begin on the Grant Date and, to the extent
that any portion thereof remains unexercised, such Option shall automatically
and without further notice expire and be of no further force and effect on the
tenth (10th) anniversary of the Grant Date (or, in
the case of an Incentive Stock Option granted to a Participant who, at the time
of the grant of such Option, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or any “parent corporation” or “subsidiary corporation” within the
meaning of Section 424(e) or (f) of the Code, the fifth (5th) anniversary of the Grant Date), or such earlier date
determined by the Committee and provided in the applicable Award Agreement.  Notwithstanding anything to the contrary
contained herein, an Option is exercisable only if exercised on or before the
date such Option expires pursuant to this Section 2.6.


 


2.7                                 Termination Prior to Expiration Date. 
Notwithstanding Section 2.6, an Option granted hereunder (or the
portion thereof specified below) shall terminate prior to the expiration date
provided in Section 2.6 upon the occurrence of any of the following
events, except as otherwise provided in the applicable Award Agreement:


 


(a)                                  Unvested Options. 
Any unvested Option (or portion of an Option) shall terminate on the
date the Participant’s Eligible Status is terminated for any or no reason.


 


(b)                                 Vested Options. 
Any vested Option (or portion of an Option), to the extent not previously
exercised, shall terminate:


 


(i)                                     if the Participant’s Eligible Status is
terminated for Cause, then on the date of such termination;


 


(ii)                                  if the Participant’s Eligible Status is
terminated on account of death or Disability, then on the date that is
six (6) months after the date of such termination; and


 


(iii)                               if the Participant’s Eligible Status is
terminated for reasons other than those set forth in the immediately preceding
clauses (i) and (ii), then on the date that is three (3) months
after the date of such termination.


 


2.8                                 Notification of Disqualifying Disposition. 
Each Participant awarded an Incentive Stock Option under the Plan shall
notify the Company immediately after making a disqualifying disposition of any
Common Shares acquired pursuant to the exercise of such Incentive Stock
Option.  A disqualifying disposition is
any disposition (including without limitation any sale) of such Common Shares
before the later of (a) two (2) years after the Grant Date of
the Incentive Stock Option or (b) one (1) year after the date of
exercise of the Incentive Stock Option.


 


11














 


ARTICLE III


 


STOCK APPRECIATION RIGHTS


 


3.1                                 General. Each SAR granted under the Plan shall be subject to
the terms and conditions set forth in this ARTICLE III and to such other terms
and conditions not inconsistent with the Plan as may be reflected in the
applicable Award Agreement.


 


3.2                                 Nature of Award. 
An SAR awarded to a Participant hereunder shall represent a right to
receive (upon satisfaction of the terms and conditions contained in the Plan
and other such terms and conditions not inconsistent with the Plan as may be
determined by the Committee and reflected in the applicable Award Agreement,
including without limitation the payment of the amount of the applicable Tax
Withholding Liability pursuant to Section 8.8 hereof) a payment (the “SAR
Settlement Payment”) in an amount equal to the number of Common Shares subject
to the SAR that is being exercised multiplied by the excess (or a specified
percentage of such excess not to exceed one hundred percent (100%)), if
any, of the Fair Market Value of one Common Share on the exercise date over the
Strike Price.  The Committee may provide
in the applicable Award Agreement that the SAR Settlement Payment shall not
exceed a maximum specified in such Award Agreement as of the Grant Date.  The SAR Settlement Payment may be made in the
form of cash, Common Shares valued at the Fair Market Value on the payment
date, or any combination thereof, as determined by the Committee, in its sole
and absolute discretion.


 


3.3                                 Strike Price. 
The Strike Price per Common Share with respect to any SAR awarded
hereunder shall be determined by the Committee, in its sole and absolute
discretion, provided  that the
Strike Price of any SAR shall not be less than one hundred percent (100%)
of the Fair Market Value of the Common Shares underlying the SAR on the Grant
Date except as otherwise provided in Section 9.4.


 


3.4                                 Vesting. 
Notwithstanding anything to the contrary contained herein, no SAR (or
portion of an SAR) shall be eligible for exercise until such SAR (or portion of
an SAR) has vested in accordance with the provisions hereof or of the
applicable Award Agreement.  Except as
otherwise provided in the Plan and the applicable Award Agreement, an SAR
awarded pursuant to this Plan shall vest and become exercisable as to twenty
percent (20%) of the total number Common Shares subject to such SAR
annually over the five (5) year period following the Grant Date,
subject to the Participant’s maintenance of his or her Eligible Status over
that period as well as the other provisions of this Plan.  Except as expressly set forth in the
applicable Award Agreement, any SAR awarded pursuant to this Plan shall
initially be unvested.


 


3.5                                 Exercise of the SAR.


 


(a)                                  Exercisability. 
An SAR may be exercised only to the extent that it is (i) granted
pursuant to a valid Award Agreement, (ii) vested, (iii) not
terminated, and (iv) exercised on or before the date such SAR expires
pursuant to Section 3.6.


 


(b)                                 Number of Shares. 
The Participant may exercise an SAR with respect to any whole number of
Common Shares subject thereto.


 


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(c)                                  Notice of Exercise. 
The SAR shall be exercised by giving written notice thereof to the
Company on such form as may be specified by the Committee.  Such written notice shall state the number of
Common Shares with respect to which the SAR is exercised.


 


(d)                                 Payment.  As a
condition to the exercise of any SAR, the Participant shall pay to the Company
or its Subsidiary the amount of the applicable Tax Withholding Liability pursuant
to Section 8.8 hereof.


 


3.6                                 Term.  The term of
any SAR awarded hereunder shall begin on the Grant Date and, to the extent that
any portion thereof remains unexercised, shall automatically and without
further notice terminate and be of no further force and effect on the
tenth (10th) anniversary of the Grant Date, or such
earlier date determined by the Committee and provided in the applicable Award
Agreement.  Notwithstanding anything to
the contrary contained herein, an SAR is exercisable only if exercised on or
before the date such SAR expires pursuant to this Section 3.6.


 


3.7                                 Termination Prior to Expiration Date. 
Notwithstanding Section 3.6, an SAR granted hereunder (or the
portion thereof specified below) shall terminate prior to the expiration date provided
in Section 3.6 upon the occurrence of any of the following events, except
as otherwise provided in the applicable Award Agreement:


 


(a)                                  Unvested SARs. 
Any unvested SAR (or portion of an SAR) shall terminate on the date the
Participant’s Eligible Status is terminated for any or no reason.


 


(b)                                 Vested SARs. 
Any vested SAR (or portion of an SAR), to the extent not previously
exercised, shall terminate:


 


(i)                                     if the Participant’s Eligible Status is
terminated for Cause, then on the date of such termination;


 


(ii)                                  if the Participant’s Eligible Status is
terminated on account of death or Disability, then on the date that is
six (6) months after the date of such termination; and


 


(iii)                               if the Participant’s Eligible Status is
terminated for reasons other than those set forth in the immediately preceding
clauses (i) and (ii), then on the date that is three (3) months
after the date of such termination.


 


ARTICLE IV


 


RESTRICTED STOCK


 


4.1                                 General; Nature of Award. An Award of Restricted Stock shall be
subject to the terms and conditions set forth in this ARTICLE IV and to such
other terms and conditions not inconsistent with the Plan as may be determined
by the Committee and reflected in the applicable Award Agreement.  An Award of Restricted Stock shall constitute
an immediate transfer of the ownership of Common Shares to the Participant in
consideration of the performance of services, subject to the vesting
requirements and restrictions on Transfer hereinafter described.


 


13

















 


4.2                                 Consideration. 
To the extent permitted by Georgia law, each Award of Restricted Stock
may be made without additional consideration from the Participant or, if the
Committee so determines, in consideration of a payment by the Participant that
is less than the Fair Market Value on the Grant Date.


 


4.3                                 Vesting.  Shares of
Restricted Stock shall be subject to such restrictions as the Committee may
establish in the applicable Award Agreement, which restrictions may lapse
separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate, and such shares of Restricted
Stock shall vest upon the lapse of such restrictions as provided in the Award
Agreement.  Except as otherwise provided
in the Plan and the applicable Award Agreement, an Award of Restricted Stock
granted pursuant to this Plan shall vest at an annual rate of twenty
percent (20%) of the total number of shares of Restricted Stock awarded
thereunder over the five (5) year period following the Grant Date,
subject to the Participant’s maintenance of his or her Eligible Status over
that period as well as the other provisions of this Plan, and any unvested
shares of Restricted Stock shall be forfeited on the date the Participant’s Eligible
Status is terminated for any or no reason. 
Except as expressly set forth in the applicable Award Agreement, any
Restricted Stock awarded pursuant to this Plan shall initially be unvested.


 


4.4                                 Dividend and Voting Rights. 
Unless otherwise determined by the Committee, an Award of Restricted
Stock shall not entitle the Participant to dividend or voting rights during the
period for which the shares of Restricted Stock are unvested.  The Committee may in its discretion provide
that the Participant shall be entitled to dividend and/or voting rights with
respect to all or part of an Award of Restricted Stock, and the Committee may
in its discretion provide that any dividends or other distributions otherwise
payable on shares of Restricted Stock while such shares are unvested shall be
automatically sequestered and paid on a deferred basis when such shares shall
have vested or reinvested on an immediate or deferred basis in additional
Common Shares, which may be subject to the same vesting conditions or restrictions
as the underlying shares of Restricted Stock or such other conditions or
restrictions as the Committee may determine.


 


4.5                                 Restrictions on Transfer. 
Each Award Agreement with respect to an Award of Restricted Stock shall
provide that, during the period for which the Restricted Stock is unvested, any
Transfer of the shares of Restricted Stock shall be prohibited or restricted in
the manner and to the extent prescribed by the Committee on the Grant
Date.  Such restrictions may include,
without limitation, rights of repurchase or first refusal in the Company or
provisions subjecting the Restricted Stock to continuing restrictions in the
hands of any transferee.  Except as
otherwise provided in an applicable Award Agreement, unvested shares of
Restricted Stock may not be Transferred other than in accordance with Section 8.4
hereof.


 


4.6                                 Certificates. 
Unless otherwise directed by the Committee, all certificates
representing shares of Restricted Stock, together with a stock power that shall
be endorsed in blank by the Participant with respect to such shares of
Restricted Stock, shall be held in custody by the Company until all
restrictions thereon lapse.


 


14

















 


4.7                                 Section 83(b) Election.  The Participant shall notify the Company in
writing within ten (10) days after making any election pursuant to Section 83(b) of
the Code with respect to any Restricted Stock awarded hereunder.


 


ARTICLE V


 


RESTRICTED STOCK UNITS


 


5.1                                 General; Nature of Award. 
An Award of RSUs shall be subject to the terms and conditions set forth
in this ARTICLE V and to such other terms and conditions not inconsistent with
the Plan as may be determined by the Committee and reflected in the applicable
Award Agreement.  An Award of RSUs shall
constitute an agreement by the Company to issue or transfer Common Shares, or,
if the Committee so determines, the cash equivalent of such Common Shares, to
the Participant in the future in consideration of the performance of services,
subject to the fulfillment of such conditions as the Committee may specify
during a period to be determined by the Committee on the Grant Date.  Any Award of RSUs shall comply with, or be
exempt from, the requirements of Section 409A of the Code.


 


5.2                                 Consideration. 
To the extent permitted by Georgia law, each Award of RSUs may be made
without additional consideration from the Participant or, if the Committee so
determines, in consideration of a payment by the Participant that is less than
the Fair Market Value on the Grant Date.


 


5.3                                 Vesting.  An Award of
RSUs shall be subject to such restrictions, if any, as the Committee may
establish in the applicable Award Agreement, which restrictions may lapse
separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate, and such RSUs shall vest upon
the lapse of such restrictions as provided in the Award Agreement.  Unless otherwise provided by the Committee in
the applicable Award Agreement, an Award of RSUs granted pursuant to this Plan
shall vest at an annual rate of twenty percent (20%) of the total number
of RSUs awarded thereunder over the five (5) year period following
the Grant Date, subject to the Participant’s maintenance of his or her Eligible
Status over that period as well as the other provisions of this Plan, and any
unvested RSUs shall be forfeited on the date the Participant’s Eligible Status
is terminated for any or no reason.


 


5.4                                 Payment Date. 
Each Award Agreement with respect to an Award of RSUs shall specify the
date or event(s) on which such RSUs will be settled, which shall be fixed
by the Committee on the Grant Date so that such Award shall comply with, or be
exempt from, the requirements of Section 409A of the Code.  Unless otherwise provided by the Committee in
the applicable Award Agreement, Common Shares or cash in settlement
of an Award of RSUs shall be issued or paid no later than thirty (30) days
following the applicable vesting date provided in Section 5.3, with the
intent that such Award shall qualify for the “short-term deferral” exception
under Section 409A of the Code.


 


15

















 


ARTICLE VI


 


STOCK BONUSES


 


6.1                                 Stock Bonuses. 
The Committee may grant Stock Bonuses consisting of unrestricted Common
Shares to Participants under the Plan, in such amounts as the Committee shall
from time to time in its sole discretion determine.  Each Stock Bonus so granted shall be subject
to such conditions not inconsistent with the Plan as may be reflected in the
applicable Award Agreement and shall comply with, or be exempt from, the
requirements of Section 409A of the Code.


 


ARTICLE VII


 


PERFORMANCE COMPENSATION AWARDS


 


7.1                                 General.  The Committee
shall have the authority, at the time of grant of any Award, to designate such
Award as a “Performance Compensation Award” intended to qualify as “performance-based
compensation” under Section 162(m) of the Code.  The Committee shall have the authority to
grant Cash Bonuses under the Plan with the intent that such Cash Bonuses shall
qualify for the exemption from Section 162(m) of the Code provided
pursuant to Section 1.162-27(f)(1) of the Treasury Regulations, for the
reliance period described in Section 1.162-27(f)(2) of the Treasury
Regulations.  In addition, the Committee
shall have the authority to make an Award of a Cash Bonus to any Participant
and designate such Award as a Performance Compensation Award intended to
qualify as “performance-based compensation” under Section 162(m) of
the Code.


 


7.2                                 Discretion of Committee. 
The Committee shall have sole discretion to select the type(s) of
Performance Compensation Awards to be issued, the performance goal(s) applicable
to such Award (“Performance Goals”), the period(s) of time over which the
attainment of the Performance Goal(s) will be measured for the purpose of
determining a Participant’s right to, and the payment of, a Performance
Compensation Award (“Performance Period”), and the formula which shall be
applied against the Performance Goal(s) to determine whether all, some portion,
or none of the Performance Compensation Award has been earned for the
Performance Period (“Performance Formula”), which shall be objective and
nondiscretionary.  Within the first
ninety (90) days of a Performance Period (or, if longer or shorter, within
the maximum period allowed under Section 162(m) of the Code), the
Committee shall, with respect to the Performance Compensation Awards to be
issued for such Performance Period, exercise its discretion with respect to
each of the matters enumerated in the immediately preceding sentence and record
the same in writing.


 


7.3                                 Performance Goals. 
The performance criteria that will be used to establish the Performance
Goal(s) shall be based on the attainment of specific levels of performance
of the Company, the individual Participant or the Subsidiary, division,
department or function within the Company or Subsidiary in which the
Participant is employed, and shall be limited to the following: (i) net
earnings or net income (before or after taxes), (ii) basic or diluted
earnings per share (before or after taxes), (iii) net revenue or net
revenue growth, (iv) gross profit or gross profit growth, (v) net
operating profit or net operating profit growth (before or after taxes), 


 


16

















 


(vi) return measures (including, but not limited
to, return on assets, capital, invested capital, equity or sales); (vii) cash
flow (including, but not limited to, operating cash flow, free cash flow and
cash flow return on capital); (viii) earnings before or after taxes,
interest, depreciation, and/or amortization; (ix) gross or operating
margins; (x) productivity ratios; (xi) share price (including, but
not limited to, growth measures and total shareholder return); and
(xii) expense targets.  Any one or
more of the above performance criteria may be used on an absolute or relative
basis to measure the performance of the Company and/or one or more Subsidiaries
or any combination thereof, as the Committee may deem appropriate, or any of
the above performance criteria may be compared to the performance of a group of
comparator companies, or a published or special index that the Committee, in
its sole discretion, deems appropriate, or as compared to various stock market
indices.  Solely to the extent that such
modification would not cause the Performance Compensation Award to fail to
qualify as “performance-based compensation” under Section 162(m) of
the Code, the Committee may adjust or modify the Performance Goal(s) applicable
to such Award to exclude the impact of any significant acquisitions or
dispositions of businesses by the Company, one-time non-operating charges,
accounting changes (including the early adoption of any accounting change
mandated by any governing body, organization or authority), or any other
specific unusual or nonrecurring events.


 


7.4                                 Payment of Performance Compensation
Awards.


 


(a)                                  Conditions to Receive Payment. 
Unless otherwise provided in the applicable Award Agreement, a
Participant must be employed by the Company on the last day of a Performance
Period to be eligible for payment in respect of a Performance Compensation
Award for such Performance Period. 
Subject to Section 8.3(c), Participant shall be eligible to receive
payment in respect of a Performance Compensation Award only to the extent that:
(i) the Performance Goal(s) for the Performance Period are achieved
and (ii) all or some portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the
application of the Performance Formula to such achieved Performance Goal(s).


 


(b)                                 Certification. 
Following the completion of a Performance Period and prior to payment of
a Performance Compensation Award, the Committee shall review and certify in
writing whether, and to what extent, the Performance Goals for the Performance
Period have been achieved and, if so, calculate and certify in writing the
amount earned pursuant to the Performance Compensation Award for the
Performance Period based upon the Performance Formula.  The Committee shall then determine the amount
actually payable to the Participant pursuant to the Performance Compensation
Award for the Performance Period.


 


(c)                                  Negative Discretion. 
In determining the actual amount payable to the Participant with respect
to the Performance Compensation Award for the Performance Period, the Committee
may reduce or eliminate the amount earned pursuant to the Performance
Compensation Award under the Performance Formula in the Performance Period
through the use of negative discretion if, in its sole judgment, such reduction
or elimination is appropriate. The Committee shall not have the discretion to (i) grant
or provide payment in respect of Performance Compensation Awards for a
Performance Period if or to the extent that the Performance Goals for such
Performance Period have not been attained (except as provided in Section 8.3(c)),
or (ii) increase a Performance Compensation Award above the applicable
limitations set forth in Section 1.6(e) hereof.


 


17

















 


ARTICLE VIII


 


PROVISIONS APPLICABLE TO ALL AWARDS


 


8.1                                 Dividend, Voting and Other Ownership
Rights.  Except to the extent expressly provided in
the Plan or the applicable Award Agreement, a Participant holding an Award
denominated or potentially payable in Common Shares, to the extent not yet
exercised or settled, will have none of the rights of a holder of Common
Shares.  For the avoidance of doubt, no
such Participant shall be entitled to any dividends or any other distributions
of any kind or character except as expressly provided in the Plan or the
applicable Award Agreement.  The
Committee may, in its discretion, on or after the Grant Date, authorize the
payment of dividend equivalents (“Dividend Equivalents”) with respect to any Award,
in cash or in the form of additional Common Shares on a current, deferred or
contingent basis, and subject to such restrictions as the Committee may
determine, with respect to any or all dividends or other distributions paid by
the Company with respect to Common Shares.


 


8.2                                 Termination Upon Change in Position. 
Subject to applicable law and the terms of the Plan, the Committee in
its discretion may provide in the applicable Award Agreement that an unvested
Award (or portion of an Award) shall be forfeited and shall terminate, in whole
or in part as provided in the applicable Award Agreement, in the event that the
Company or Subsidiary with which the Participant is employed or engaged changes
the capacity in which such Participant is employed or engaged.


 


8.3                                 Effect of a Change in Control. 
The Committee shall be authorized to determine and specify in any Award
Agreement provisions which shall apply upon a Change in Control of the Company
and for such purposes to define a Change in Control of the Company.  Except as otherwise provided in an Award
Agreement, in the event of a Change in Control, the Board, in its sole and
absolute discretion, may determine that it is in the best interests of the
Company, and if so, may take all appropriate action, with respect to any
particular outstanding Award or Awards, either to:


 


(a)                                  Cancel the Award as of a Change in
Control, notify the Participant of the proposed Change in Control reasonably
prior to its consummation, and accelerate the vesting of the Award to the time
immediately prior to the proposed Change in Control or, in the case of an
Option or SAR, provide that such Award shall be immediately exercisable so that
the Participant will have an opportunity to exercise the Award in its entirety
immediately prior to the consummation of the Change in Control and the
cancellation of such Award;


 


(b)                                 Purchase all or a portion of the Award,
including any unvested portion if the Board so determines in its discretion,
for: (i) in the case of an Option or SAR, cash in an amount equal to the
excess of the aggregate Fair Market Value of the Common Shares underlying such
Option or SAR or portion thereof over the aggregate Exercise Price or Strike
Price with respect to such Option or SAR or portion thereof (net of the amount of
the applicable Tax Withholding Liability), and (ii) in the case of any
other Award, such consideration as the Board may in good faith determine to be
equitable under the circumstances; in each case provided, however, that in the
case of any Award that is or could become subject to the 


 


18

















 


requirements of Section 409A of the Code, no such
action shall cause an acceleration of payment in violation of Section 409A
of the Code;


 


(c)                                  In the case of a Performance Compensation
Award, provide that any incomplete Performance Period in effect on the date of
the Change in Control shall end on such date, and cause the Participant to
receive partial or full payment of such Performance Compensation Award either (i) based
upon the extent to which Performance Goals with respect to such Performance
Period have been met as determined by the Committee on the basis of such
audited or unaudited financial information or other information then available
as it deems relevant, (ii) assuming that the applicable “target” levels of
performance have been attained, or (iii) on such other basis determined by
the Board or the Committee; provided, however, that in the case of any Award
that is or could become subject to the requirements of Section 409A of the
Code, no such action shall cause an acceleration of payment in violation of Section 409A
of the Code; or


 


(d)                                 Require the Acquirer to assume the
outstanding Award or substitute a comparable award with respect to the stock of
such entity, provided that the Board determines that such substitution shall
not be treated as a modification or grant of a new award for purposes of Section 409A
of the Code and, in the case of an Incentive Stock Option, Section 424 of
the Code.


 


In addition, in the case of any dissolution or
liquidation, the Administrator may provide that the Company’s repurchase rights
applicable to Common Shares acquired pursuant to an Award under the Plan shall
lapse as to all such Common Shares.  In
the case of a dissolution or liquidation, any Award that has not previously
been exercised or settled shall terminate immediately prior to the consummation
of such dissolution or liquidation.


 


8.4                                 Transferability of Awards.


 


(a)                                  Except as provided in this Section 8.4
or the applicable Award Agreement, no Award may be Transferred or shall be
Transferable by the Participant otherwise than by will or the laws of descent
and distribution, or, for any Award other than an Incentive Stock Option,
pursuant to a domestic relations order. 
During the lifetime of the Participant, any Option or SAR shall be
exercisable only by such Participant; in the event of the Participant’s legal
incapacity, by the Participant’s guardian or legal representative; or, in the
case of an Option or SAR Transferred pursuant to a domestic relations order, by
the transferee.  Any attempt to Transfer
an Award in violation of this Plan shall render such Award null and void.


 


(b)                                 Each Participant may file with the
Committee a written designation of one or more Persons as the beneficiary(ies)
who shall be entitled to receive any amounts payable with respect to an Award
under the Plan upon the Participant’s death. 
A Participant may, from time to time, revoke or change the beneficiary
designation without the consent of any prior beneficiary by filing a new
designation with the Committee.  The last
such designation received by the Committee shall be controlling, provided that
no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant’s death, and in no event
shall it be effective as of a date prior to such receipt.  If no beneficiary designation is 


 


19

















 


filed by a Participant, the beneficiary shall be
deemed to be the Participant’s spouse or, if the Participant is unmarried at
the time of death, the Participant’s estate.


 


(c)                                  The Committee may, in its discretion,
expressly provide in an Award Agreement that a Participant may Transfer such
Award (other than an Incentive Stock Option), in whole or in part, without
consideration or pursuant to a domestic relations order, to: (i) any “family
member” of the Participant, as such term is used in the instructions to Form S-8
under the Securities Act (an “Immediate Family Member”), (ii) a trust
solely for the benefit of the Participant and the Participant’s Immediate
Family Members, (iii) a partnership or limited liability company whose
only partners or shareholders are the Participant and the Participant’s
Immediate Family Members, or (iv) on or after the Registration Date, any
other transferee as may be approved by the Committee in its sole discretion or
provided in the applicable Award Agreement (each transferee described in
clauses (i) through (iv) above hereinafter referred to as a “Permitted
Transferee”); provided that the Participant gives the Committee advance notice
describing the terms and conditions of the proposed Transfer and the Committee
notifies the Participant in writing that such a Transfer would comply with the requirements
of the Plan, and provided, further, that no award that is or may become subject
to Section 409A of the Code may be transferred pursuant to this Section 8.4(c) if
such transfer would cause a violation of Section 409A of the Code.


 


(d)                                 The terms of any Award Transferred in
accordance with Section 8.4(a) or 8.4(c) shall apply to the
transferee and any reference in the Plan or in any applicable Award Agreement to a Participant
shall be deemed to refer to the transferee, except that (i) a transferee
shall not be entitled to transfer any Award, other than by will or the laws of
descent or distribution, (ii) a transferee shall not be entitled to
exercise any Transferred Option unless there shall be in effect a registration
statement on an appropriate form covering the Common Shares to be acquired
pursuant to the exercise of such Option if the Committee determines, consistent
with any applicable Award Agreement, that such a registration statement is
necessary or appropriate; (iii) the Committee and the Company shall not be
required to provide any notice to a transferee, whether or not such notice is
or would otherwise have been required to be given to the Participant under the
Plan or otherwise; and (iv) the consequences of the termination of the
Participant’s Eligible Status under the terms of the Plan and the applicable
Award Agreement shall continue to be applied with respect to the Participant,
including without limitation any vesting or forfeiture provisions under the
Plan or the applicable Award Agreement or the provision that an Option or SAR
shall be exercisable by the transferee only to the extent, and for the periods,
specified in the Plan and the applicable Award Agreement.


 


(e)                                  Any Award made under this Plan may
provide that all or part of the Common Shares that are to be or have been
issued or transferred by the Company upon the grant, exercise or settlement of
an Award (including without limitation any vested Common Shares pursuant to an
Award of Restricted Stock or a Stock Bonus) shall be subject to further
restrictions upon Transfer.


 


8.5                                 Repurchase of Vested Award. 
The Company shall have the right, but not the obligation, to purchase
all or any part of a vested outstanding Award held by a Participant whose
Eligible Status has terminated for any or no reason, provided, however, that in
the case of any Award that is or could become subject to the requirements of Section 409A
of the Code, no such 


 


20

















 


action shall cause an acceleration of payment in
violation of Section 409A of the Code. 
Any such purchase shall be for: (a) in the case of an Option or
SAR, cash in an amount equal to the excess of the aggregate Fair Market Value
of the Common Shares underlying such Option or SAR or portion thereof over the
aggregate Exercise Price or Strike Price with respect to such Option or SAR or
portion thereof (net of the amount of the applicable Tax Withholding
Liability), and (b) in the case of any other Award, such
consideration as the Committee may in good faith determine to be equitable
under the circumstances.  The Company’s
repurchase rights pursuant to this Section 8.5 shall terminate on the
Registration Date as to all Awards granted under the Plan.


 


8.6                                 Restrictions on Common Shares.


 


(a)                                  General; Legend. 
All Common Shares acquired under the Plan shall be subject to all terms
and restrictions of the Company’s charter documents applicable to the Common
Shares, including without limitation any restrictions on Transfer set forth
therein.  In addition, except as
expressly set forth in an applicable Award Agreement, such Common Shares shall
be subject as well to the limitations and restrictions set forth in this Section 8.6 or imposed by law.  To the extent deemed necessary by the Company
to evidence these restrictions, the Company shall cause such Common Shares to
be issued with a legend referring to these restrictions.


 


(b)                                 Transfers of Common Shares. 
Common Shares may not be Transferred except as provided in the Company’s
charter documents or this Plan or as expressly set forth in an applicable Award
Agreement.  Subject to any restrictions
on Transfer set forth in the Company’s charter documents, a Participant may
make the following Transfers of Common Shares: (i) Transfers by will or
under the laws of descent and distribution; (ii) Transfers pursuant to a
domestic relations order; and (iii) Transfers to a Permitted
Transferee.  In addition to the
foregoing, Transfers permitted by the Company’s charter documents (other than
Transfers to a Permitted Transferee) of a Participant’s Common Shares acquired
under this Plan shall, except to the extent expressly provided to the contrary
in such documents, be subject to the Company’s right of first refusal described
in this paragraph to purchase any or all of the Participant’s Common Shares
proposed to be Transferred, and any purported Transfer failing to comply with
these requirements shall be void and of no effect.  In the case of any Transfer of Common Shares
subject to the right of first refusal, the transferor, in the case of a
voluntary Transfer (e.g., a sale), or the transferee, in the case of an
involuntary Transfer (e.g., an assignment for the benefit of creditors or a
Transfer by operation of law), shall provide the Company with written notice of
the proposed Transfer, stating the number of Common Shares proposed to be
Transferred, the bona fide cash price and/or the
fair market value of any other consideration that the transferee has agreed to
pay for such Common Shares (if any), and such other information as the Company
may reasonably request, and the Company may exercise its right of first refusal
at any time not more than thirty (30) days after the later of the Company’s
receipt of such written notice or such requested information.  The Company shall exercise its right, if at
all, by informing the transferor or transferee, as applicable, in writing of
the Company’s intention to do so, in a notice that specifies a closing date
that is no more than sixty (60) days after such exercise.  The Company shall pay cash for such Common
Shares in an amount equal to (A) the cash price (or the fair market value
of any other consideration) at which the Participant proposed to sell the
Common Shares to the transferee, in the case of a proposed sale of the Common
Shares, or (B) the Fair


 


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Market Value of the Common Shares in the case of a
Transfer for which no sales price is determined.  In the event of a dispute regarding the Fair
Market Value of the Common Shares, the parties shall resolve such dispute
through the procedures set forth in Section 9.7. The restrictions on
Transfer and the Company’s right of first refusal pursuant to this Section 8.6(b) shall
terminate on the Registration Date as to all Common Shares issued pursuant to
the Plan and the Participant may transfer such Common Shares to any Person
except as otherwise provided in the Plan and the applicable Award Agreement,
subject to Section 8.6(d).


 


(c)                                  Repurchase Rights. The Company shall have the right, but
not the obligation, to purchase all or any part of the Common Shares acquired
under the Plan for a period of ninety (90) days following the later of (i) the
acquisition of such Common Shares, or (ii) the termination of the
Participant’s Eligible Status with the Company for any or no reason.  Any repurchase pursuant to this Section 8.6(c) shall
be for a cash payment in an amount equal to the Fair Market Value of the
repurchased Common Shares at the time of repurchase (net of any amount required
to be withheld).  The Company’s
repurchase rights pursuant to this Section 8.6(c) shall terminate on
the Registration Date as to all Common Shares acquired under the Plan.


 


(d)                                 Standstill.  To the extent
requested by the Company or an Acquirer in connection with a firm commitment of
an underwritten public offering of securities of any of them, the Participant
will agree (i) not to sell or otherwise Transfer any Common Shares
acquired under the Plan for a period of one hundred eighty (180) days (or
such shorter or longer period as the managing underwriter may require of the
principal security holders of the Company or Acquirer, as the case may be)
following the effective date of the registration statement filed with the
Securities and Exchange Commission in connection with such offering, and (ii) to
execute such instruments as the managing underwriter may reasonably require to
evidence compliance with the foregoing.


 


(e)                                  Specific Performance. 
By accepting any Award hereunder, the Participant acknowledges and
agrees that money damages will be inadequate to compensate the Company and its
other shareholders if the restrictions of this Section 8.6 are violated; and the Participant
therefore acknowledges and agrees that the Company shall, in all such cases, be
entitled to a decree of specific performance of the terms hereof or to an
injunction restraining such Participant from violating this Plan, in addition
to any other remedies that may be available to the Company at law or equity.


 


8.7                                 Investment Intent. 
By accepting any Award hereunder, the Participant will be deemed to
represent, warrant and agree with respect to any Common Shares that are or may
be acquired pursuant to such Award that (a) such Common Shares may only be
Transferred pursuant to a registration under the Securities Act or an exemption
from such registration; (b) the Company is under no obligation to register
such Common Shares; (c) upon exercise of such Award, the Participant will
acquire such Common Shares for his or her own account and not with a view to
distribution within the meaning of the Securities Act, other than as may be
effected in compliance with the Securities Act and the rules and
regulations promulgated thereunder or under any applicable state securities
laws; (d) other than a Permitted Transferee, no other Person will have any
beneficial interest in such Common Shares; and (e) except for any
contemplated Transfer to a Permitted Transferee, the Participant has no present
intention of 


 


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disposing of such Common Shares at any particular
time; provided, however, that clauses (d) and (e) shall not apply on
or after the Registration Date as to any Common Shares acquired under the
Plan.  The Participant shall give such
further assurances of the Participant’s investment intent as the Company may
require to ensure that the transaction complies in all respects with the
requirements of the Securities Act (or any exemption thereto) and all other
applicable securities laws.


 


8.8                                 Tax Withholding. 
A Participant shall be required to pay to the Company (or its
Subsidiary, at the discretion of the Committee or the Company), and the Company
or its Subsidiary shall have the right and is hereby authorized to withhold,
from any cash, Common Shares, or other property deliverable under any Award or
from any compensation or other amounts owing to a Participant, the amount (in
cash, Common Shares, or other property) of any Tax Withholding Liability in
respect of an Award, its exercise, or any payment or transfer under an Award or
under the Plan and to take such other action as may be necessary in the opinion
of the Committee or the Company to satisfy all obligations for the payment of
such Tax Withholding Liability.  Without
limiting the generality of the foregoing, the Committee may, in its sole discretion,
permit a Participant to satisfy, in whole or in part, the Tax Withholding
Liability by (a) cash or bank cashier’s check made payable to the Company’s
(or its Subsidiary’s) order, (b) the delivery of Common Shares (which are
not subject to any pledge or other security interest) owned by the Participant
having an aggregate Fair Market Value equal to the amount of such Tax
Withholding Liability, or (c) having the Company withhold from Common
Shares or from the cash or other property otherwise issuable or deliverable
pursuant to the exercise or settlement of the Award a number of Common Shares
with a Fair Market Value equal to the amount of such Tax Withholding Liability
or an amount of cash equal to (or other property with a fair market value equal
to) the amount of such Tax Withholding Liability; but in each case no more than
the minimum required statutory withholding liability).


 


8.9                                 Fractional Shares. 
The Company shall not be required to issue any fractional Common Shares
pursuant to this Plan.  The Committee may
provide for the elimination of fractional Common Shares subject to any Award or
for the settlement thereof in cash, in its sole discretion.


 


ARTICLE IX


 


MISCELLANEOUS


 


9.1                                 Term of the Plan. 
This Plan will be effective as of the later of the date of its adoption
by the Board and the date of its approval by the shareholders of the Company
(the “Effective Date”).  Subject to
earlier termination pursuant to Section 9.2, this Plan will remain in
effect until the tenth (10th)
anniversary of the Effective Date and no Award shall be granted under the Plan
after the tenth (10th) anniversary of the Effective Date.  Notwithstanding the foregoing, unless
otherwise expressly provided in the Plan or in the applicable Award Agreement,
any Award theretofore granted may extend beyond the tenth (10th) anniversary of the Effective Date, and the terms and
conditions of this Plan shall continue to apply to any Awards granted hereunder
until their exercise, expiration, forfeiture or other termination hereunder,
including without limitation the authority of the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Award and the authority of
the Board to amend the Plan.


 


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9.2                                 Amendment and Discontinuance. 
The Board may amend, alter, suspend, discontinue or terminate this Plan,
in whole or in part, at any time or from time to time, except to the extent
prohibited by applicable law and unless otherwise expressly provided in an
Award Agreement or the Plan; provided, however, that:


 


(a)                                  No such amendment, alteration,
suspension, discontinuation or termination shall be made without shareholder
approval if: (i) such amendment, alteration, suspension, discontinuation
or termination would increase the total number of Common Shares available under
the Plan, except as provided in Sections 1.6 and 9.4 hereof; (ii) except
as provided in Section 9.4 hereof, such amendment, alteration, suspension,
discontinuation or termination would permit Options, SARs, or other Awards
encompassing rights to purchase Common Shares to be repriced, replaced, or
regranted through cancellation, or by lowering the Exercise Price, Strike
Price, or purchase price of such Options, SARs, or other Awards; or (iii) such
shareholder approval is necessary to comply with any regulatory requirement
applicable to the Plan or with any applicable listing or other requirements of
a national securities exchange;


 


(b)                                 No such amendment, alteration,
suspension, discontinuation or termination may diminish or impair any rights or
increase any obligations under any Award previously granted under this Plan
without the consent of the holder thereof; nor may the number of Common Shares
in the Award Pool be reduced to a number that is less than the aggregate number
of Common Shares (i) subject to all outstanding Awards granted hereunder
that have not yet been exercised or settled, and (ii) that have been
issued and are outstanding pursuant to the grant, exercise or settlement of any
Award granted hereunder; nor may the number of Common Shares available for
grants of Incentive Stock Options be reduced to a number that is less than the
aggregate number of Common Shares with respect to which Incentive Stock Options
have been granted hereunder.


 


9.3                                 Amendments to Awards. 
The Committee may amend, alter, suspend, discontinue or terminate any
Awards theretofore granted, prospectively or retroactively, except to the
extent prohibited by applicable law and unless otherwise expressly provided in
an Award Agreement or the Plan.  Without
limitation, and subject to the terms and conditions and within the limitations
of this Plan, the Committee may waive any conditions or rights under any Award,
extend or renew any outstanding Award or accept the surrender of an outstanding
Award and authorize the granting of a new Award in substitution therefor.  Notwithstanding the foregoing, however, no
amendment, alteration, suspension, discontinuation or termination of any Award
shall, without the consent of the Participant, diminish or impair any rights or
increase any obligations under any outstanding Award; provided, however, that
no such consent shall be required with respect to any amendment or alteration
if the Committee determines in its sole discretion that such amendment or
alteration either (a) is required or advisable in order for the Company,
the Plan or the Award to satisfy or conform to any law or regulation or to
satisfy the requirements of any accounting standard, or (b) is not
reasonably likely to diminish significantly the benefits provided under such
Award.  Any amendment, alteration,
extension, renewal, substitution, or other change to any Award pursuant to this
Section 9.3 shall be made only to the extent that the Committee determines
that such change shall not be treated as a modification or grant of a new
option or stock appreciation right for purposes of Section 409A of the
Code (in the case of an Option or SAR) and Section 424 of the Code (in the
case of an Incentive Stock Option) and will not otherwise cause a violation of Section 
409A of the Code.


 


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9.4                                 Changes in Capital Structure and Similar
Events.  In the event of a change in the outstanding
Common Shares of the Company by reason of any stock split, subdivision, reverse
stock split, recapitalization, combination, reclassification, merger,
consolidation, split-up, spin-off, reorganization, liquidation, extraordinary
dividend (whether in the form of cash, Common Shares, other securities, or
other property), other substantial distribution of the assets of the Company,
or similar transaction, event, or change in circumstances that results in or
would result in any substantial dilution or enlargement of the rights granted
to, or available for Participants, the Board, upon the recommendation of the
Committee, and subject to any required action by the shareholders of the
Company, shall make equitable adjustments to the Award Pool and to each of the
limitations in Section 1.6, and the Committee shall make equitable
adjustments to the terms of any outstanding Awards, including without
limitation the number and kind of shares subject to any outstanding Awards and
the Exercise Price or Strike Price of any outstanding Options or SARs.  Any such adjustments shall be effective,
conclusive and binding for all purposes with respect to this Plan and all
Awards then outstanding.  Any adjustment
pursuant to this Section 9.4 shall be made only to the extent that the
Committee determines that such adjustment shall not be treated as a
modification or grant of a new option or stock appreciation right for purposes
of Section 409A of the Code (in the case of an Option or SAR) and Section 424
of the Code (in the case of an Incentive Stock Option) and will not otherwise
cause a violation of Section 409A of the Code.


 


Except as provided herein,
or as set forth in the applicable Award Agreement, a Participant shall have no
rights with respect to an outstanding Award by reason of any other capital
change, including without limitation any other distribution by the Company to
its shareholders, any increase or decrease in the number of shares of any class
or series, any dissolution, liquidation, merger, consolidation or Change in
Control, or the Company’s issuance of securities of any class or series or
convertible into any class or series, and no such capital change shall require
any adjustment with respect to the number of Common Shares subject to an
outstanding Award or the Exercise Price or Strike Price of an outstanding
Option or SAR.


 


9.5                                 Notices.  Any notice,
consent, payment, demand, or communication required or permitted to be given by
any provision of this Plan shall be in writing and shall be (a) delivered
personally to the Person to whom the same is directed, or (b) sent by
facsimile, recognized overnight courier service or registered or certified
mail, return receipt requested, postage prepaid, addressed as follows: if to
the Company, to 10 Glenlake Parkway, Suite 800, South Tower, Atlanta,
GA 30328, Attn: General Counsel, or to the notice address determined
in accordance with the Company’s charter documents; if to a Participant, to
such Participant at the address set forth in the applicable Award Agreement, or
to such other address as such Participant may from time to time specify by
notice to the Company.  Any such notice
shall be deemed to be delivered, given and received for all purposes as of: (i) the
date so delivered, if delivered personally, (ii) upon receipt, if sent by
facsimile or courier service, or (iii) on the date of receipt or refusal
indicated on the return receipt, if sent by registered or certified mail,
return receipt requested, postage and charges prepaid and properly addressed.


 


9.6                                 Governing Law. 
The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan will be determined in accordance with the laws
of the State of Georgia and applicable federal law without regard to principles
of conflicts of law.


 


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9.7                                 Resolution of Disputes. 
Except as otherwise provided herein or in any Award Agreement, any
dispute arising under this Plan or any Award Agreement shall be submitted to
arbitration before a single arbitrator in Atlanta, Georgia, in accordance with
the then current Employment Arbitration Rules and Mediation Procedures of
the American Arbitration Association (or any successor organization), unless
otherwise required by law.  The award in
any such arbitration shall be final and binding on the parties, and judgment
upon such award may be entered in any federal or state court having
jurisdiction.  The arbitrator, in his or
her sole discretion, may determine that there is a prevailing party or parties
in the arbitration and, if so, the arbitrator, in his or her sole discretion,
to the extent permitted by law, may determine that the costs of the arbitration
proceedings, including reasonable attorneys’ fees, that would otherwise be
borne by such party(ies) shall be borne by the other party(ies).


 


9.8                                 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.


 


9.9                                 No Trust or Fund Created. 
Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Subsidiary and a Participant or any other Person.  To the extent that any Person acquires a
right to receive payments from the Company or any Subsidiary pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or any Affiliate.


 


9.10                           Headings.  Headings are
given to the Articles, Sections and other subdivisions of the Plan solely as a
convenience to facilitate reference. 
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.


 


9.11                           Compliance with Section 409A of the
Code.  Except to the extent specifically provided
otherwise by the Committee, Awards under the Plan are intended to satisfy the
requirements of, or be exempt from, Section 409A of the Code so as to
avoid the imposition of any additional taxes or penalties under Section 409A.  If the Committee determines that an Award,
Award Agreement, payment, distribution, deferral election, transaction or any
other action or arrangement contemplated by the provisions of the Plan would,
if undertaken, cause a Participant to become subject to any additional taxes or
other penalties under Section 409A of the Code, then unless the Committee
specifically provides otherwise, such Award, Award Agreement, payment,
distribution, deferral election, transaction or other action or arrangement
shall not be given effect to the extent it causes such result and the related
provisions of the Plan and/or Award Agreement will be deemed modified or, if
necessary, suspended in order to comply with the requirements of Section 409A
of the Code to the extent determined appropriate by the Committee, in each case
without the consent of or notice to the Participant.


 


26

















 


9.12                           No Representations or Covenants with
Respect to Tax Qualification.  Although the
Company may endeavor to (a) qualify an Award for favorable tax treatment
(e.g., incentive stock options under Section 422 of the Code) or (b) avoid
adverse tax treatment (e.g., under Section 409A of the Code), the Company
makes no representation to that effect and expressly disavows any covenant to
maintain favorable or avoid unfavorable tax treatment under federal, state,
local or foreign tax law and shall have no obligation to indemnify, hold
harmless, reimburse, or otherwise compensate any Participant for any tax
liability (including any additional tax, penalty or interest) with respect to
any Award.  The Company shall be unconstrained
in its corporate activities without regard to the potential negative tax impact
on holders of Awards under the Plan.


 


9.13                           Awards to Non-U.S. Employees. 
The Committee shall have the power and authority to determine which
Subsidiaries shall be covered by this Plan and which officers, trustees,
employees, consultants, advisers or other bona fide
service providers outside of the United States shall be eligible to participate
in the Plan.  The Committee may adopt,
amend or rescind rules, procedures or sub-plans relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws, procedures, and practices.  Without
limiting the generality of the foregoing, the Committee is specifically
authorized to adopt rules, procedures and sub-plans with provisions that limit
or modify rights on death, disability or retirement or on termination of
employment; available methods of exercise or settlement of an Award; payment of
income, social insurance contributions and payroll taxes; withholding
procedures; and handling of any stock certificates or other indicia of
ownership which vary with local requirements. 
The Committee may also adopt rules, procedures or sub-plans applicable
to particular Subsidiaries or locations.


 


9.14                           Compliance with Laws. 
The granting of Awards and the issuance or transfer of Common Shares
under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any government agencies or stock
exchanges on which the Company is listed as may be required.  The Company shall have no obligation to
issue, transfer or deliver evidence of title for Common 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 Common Shares under any
applicable national or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable or at a time when any such
registration or qualification is not current, has been suspended or otherwise
has ceased to be effective.  The
inability of the Company to obtain or maintain authority from any regulatory
body having jurisdiction (or the impracticability of the Company obtaining or
maintaining such authority), which authority is deemed by the Company’s counsel
to be necessary to the lawful issuance, transfer or sale of any Common Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue, transfer or sell such Common Shares as to which such requisite
authority shall not have been obtained.


 


9.15                           Copies of Plan. 
The Company shall deliver a copy of this Plan to each Participant at or
before the time such Participant executes an Award Agreement.


 


9.16                           Predecessor Plan. 
No new awards will be granted under the Predecessor Plan on or after the
Effective Date.


 


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