QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 10.5  


 
 

DEARBORN HOLDINGS CORPORATION    
    
    2003 OMNIBUS STOCK INCENTIVE PLAN    
    


Section 1. General Purpose of Plan; Definitions.  


        The name of this plan is the DEARBORN HOLDINGS CORPORATION 2003 Omnibus Stock Incentive Plan (the "Plan"). The purpose of the Plan is to enable the Company and
its Subsidiaries to attract and retain highly qualified personnel who will contribute to the Company's success and to provide incentives to Participants (defined below) that are linked directly to
increases in stockholder value and will therefore inure to the benefit of all stockholders of the Company. 


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



        (a)   "Administrator"
means the Board, or if and to the extent the Board does not administer the Plan, the Committee appointed in accordance with Section 2 below. 


        (b)   "Award"
means any award under the Plan. 


        (c)   "Award
Agreement" means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the
Award. 


        (d)   "Board"
means the Board of Directors of the Company. 


        (e)   "Code"
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. 


        (f)    "Committee"
means any committee the Board may appoint to administer the Plan. If at any time or to any extent the Board shall not administer the Plan, then the functions
of the Board specified in the Plan shall be exercised by the Committee. 


        (g)   "Common
Stock" means the common stock, par value $0.001 per share, of the Company. 


        (h)   "Company"
means Dearborn Holdings Corporation, a Delaware corporation (or any successor corporation). 


        (i)    "Disability"
means, with respect to any Participant, Disability as defined in the Management Agreement between the Company (or its Subsidiary) and such Participant, or
in the absence of any such Management Agreement defining Disability, the inability of a Participant to perform substantially his or her duties and responsibilities to the Company or to any Parent or
Subsidiary by reason of a physical or mental disability or infirmity (i) for a continuous period of six months, or (ii) at such earlier time as the Participant submits medical evidence
satisfactory to the Administrator that the Participant has a physical or mental disability or infirmity that will likely prevent the Participant from returning to the performance of the Participant's
work duties for six months or longer. The date of such Disability shall be the last day of such six-month period or the day on which the Participant submits such satisfactory medical
evidence, as the case may be. 


        (j)    "Eligible
Recipient" means an officer, director, employee, consultant or advisor of the Company or of any Parent or Subsidiary. 


        (k)   "Exercise
Price" means the per share price at which a holder of an Award may purchase the Shares issuable upon exercise of the Award. 


        (l)    "Fair
Market Value" as of a particular date of determination shall mean the fair market value of a share of Common Stock as determined by the Administrator in good faith
based initially on the most recent "Applicable Appraisal" (as defined below), or if no Applicable Appraisal, as determined by the Administrator in good faith, in each case taking into account such
adjustments as the Administrator shall determine in good faith after giving consideration to the Company's most recent audited financial statements, the future prospects of the Company and the
industries 






 




in
which it competes, the history and management of the Company, recent sale prices of the Common Stock and any other adjustments consistent with the Business Valuation Standards of the American
Society of Appraisers; provided, however, that (i) if the Common Stock is admitted to trading on a national securities exchange, fair market value of a share of Common Stock on any date shall
be the closing sale price reported for such share on such exchange on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported,
(ii) if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation ("Nasdaq") System or other comparable quotation system and has been
designated as a National Market System ("NMS") security, fair market value of a share of Common Stock on any date shall be the closing sale price reported for such share on such system on such date
or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, or (iii) if the Common Stock is admitted to quotation on the Nasdaq System but has
not been designated as an NMS security, fair market value of a share of Common Stock on any date shall be the average of the highest bid and lowest asked prices of such share on such system on such
date or, if no bid and ask prices were reported on such date, on the last date preceding such date on which both bid and ask prices were reported. For purposes of the Plan, the "Applicable Appraisal"
shall mean the annual valuation, if any, of the Common Stock performed by an independent valuation firm chosen by the Administrator. 


        (m)  "Incentive
Stock Option" means any Option intended to be designated as an "incentive stock option" within the meaning of Section 422 of the Code. 


        (n)   "Non-Qualified
Stock Option" means any Option that is not an Incentive Stock Option, including any Option that provides (as of the time such Option is
granted) that it will not be treated as an Incentive Stock Option. 


        (o)   "Option"
means an option to purchase Shares granted pursuant to Section 6 below. 


        (p)   "Parent"
means any entity (other than the Company) in an unbroken chain of entities ending with the Company, if each of the entities in the chain (other than the
Company) owns equity securities possessing 50% or more of the combined voting power of all classes of equity securities in one of the other entities in the chain. 



        (q)   "Participant"
means any Eligible Recipient selected by the Administrator, pursuant to the Administrator's authority in Section 2 below, to receive grants of
Options and/or awards of Restricted Stock. 


        (r)   "Restricted
Stock" means Shares subject to certain restrictions granted pursuant to Section 7 below. 


        (s)   "Shares"
means shares of Common Stock reserved for issuance under the Plan, as adjusted pursuant to Sections 3 and 4, and any successor security. 



        (t)    "Stockholders'
Agreement" means that certain Stockholders' Agreement, dated as of [September 23], 2003, by and among the Company and
certain of its securityholders, as may be amended or amended and restated from time to time. 


        (u)   "Subsidiary"
means any entity (other than the Company) in an unbroken chain of entities beginning with the Company, if each of the entities (other than the last entity)
in the unbroken chain owns equity securities possessing 50% or more of the total combined voting power of all classes of equity securities in one of the other entities in the chain. 



2





 





Section 2. Administration.  


        The Plan shall be administered by the Board or, at the Board's sole discretion, by the Committee, which shall be appointed by the Board, and which shall serve at
the pleasure of the Board. Pursuant to the terms of the Plan, the Administrator shall have the power and authority: 



        (a)   to
select those Eligible Recipients who shall be Participants; 


        (b)   to
determine whether and to what extent Options and/or awards of Restricted Stock are to be granted hereunder to Participants; 


        (c)   to
determine the number of Shares to be covered by each Award granted hereunder; 


        (d)   to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder; and 



        (e)   to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Options or awards of Restricted
Stock granted hereunder. 




        The
Administrator shall have the authority, in its good faith discretion, to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto); and to otherwise supervise the
administration of the Plan. 


        All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants. 


Section 3. Shares Subject to Plan.  


        The total number of shares of Common Stock reserved and available for issuance under the Plan shall be 91,500 shares. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares. 


        To
the extent that (i) an Option expires or is otherwise terminated without being exercised, or (ii) any Shares subject to any award of Restricted Stock are forfeited, such
Shares shall again be available for issuance in connection with future Awards granted under the Plan. If any Shares have been pledged as collateral for indebtedness incurred by a Participant in
connection with the exercise of an Option and such Shares are returned to the Company in satisfaction of such indebtedness, such Shares shall again be available for issuance in connection with future
Awards granted under the Plan. 


Section 4. Corporate Transactions.  


        In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Common Stock, an
equitable substitution or proportionate adjustment shall be made in (i) the aggregate number of Shares reserved for issuance under the Plan, (ii) the kind, number and option price of
Shares subject to outstanding Options granted under the Plan, and (iii) the kind, number and purchase price of Shares subject to outstanding awards of Restricted Stock granted under the Plan,
in each case as may be determined in good faith by the Administrator. Such other substitutions or adjustments shall be made as may be determined in good faith by the Administrator. In connection with
any event described in this paragraph, the Administrator may provide for the cancellation of any outstanding Awards and payment in cash or other property therefor. 


3





 



Section 5. Eligibility.  


        Eligible Recipients shall be eligible to be granted Options and/or awards of Restricted Stock. The Participants under the Plan shall be selected from time to time
by the Administrator, in its sole discretion, from among the Eligible Recipients. 


        The
Administrator shall have the authority to grant to any officer or employee of the Company or of any Parent or Subsidiary (including directors who are also officers of the Company)
Incentive Stock Options, Non-Qualified Stock Options, or both types of Options or Restricted Stock. Directors who are not also employees of the Company or of any Parent or Subsidiary,
consultants or advisors to the Company or to any Parent or Subsidiary may not be granted Incentive Stock Options. 


Section 6. Options.  


        Options may be granted alone or in addition to other Awards granted under the Plan. Any Option granted under the Plan shall be in such form as the Administrator
may from time to time approve, and the provisions of each Option need not be the same with respect to each Participant. Participants who are granted Options shall enter into an Award Agreement with
the Company, in such form as the Administrator shall determine, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions
regarding exercisability of the Option granted thereunder. 


        The
Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. To the extent that any Option does not
qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option. More than one Option may be granted to the same Participant and be outstanding concurrently
hereunder. 


        Options
granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan,
as the Administrator shall deem desirable or as shall be set forth in the applicable Award Agreement: 



        (a)    Option Exercise Price.    The per share Exercise Price of Shares purchasable under an Option shall be
determined by the Administrator in its sole discretion at the time of grant but shall not, (i) in the case of Incentive Stock Options, be less than 100% of the Fair Market Value of the Common
Stock on such date, (ii) in the case of Non-Qualified Stock Options, be less than the par value (if any) of the Common Stock. If a Participant owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any Parent or Subsidiary and an
Incentive Stock Option is granted to such Participant, the per share Exercise Price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110%
of the Fair Market Value of the Common Stock on the date such Incentive Stock Option is granted. 


        (b)    Option Term.    The term of each Option shall be fixed by the Administrator, but no Option shall be exercisable
more than ten years after the date such Option is granted; provided, however, that if an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the Company or of any Parent or Subsidiary and an Incentive Stock Option is granted to such employee, the term of such Incentive
Stock Option (to the extent required by the Code at the time of grant) shall be no more than five years from the date of grant. 


        (c)    Exercisability.    Options shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator at or after the time of grant. The Administrator may provide at the time of grant or any time thereafter, in its sole discretion, that any Option shall be
exercisable with respect to unvested Shares, provided that Optionee 



4





 




enters
into a form of restricted stock purchase agreement approved by the Administrator. The Administrator may also provide that any Option shall become exercisable only in installments, and the
Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine. 


        (d)    Method of Exercise.    Subject to Section 6(c), Options may be exercised in whole or in part at any time
during the Option period, by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the
Shares
so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, payment in whole or in part may also be made (i) by means
of any cashless exercise procedure approved by the Administrator, (ii) in the form of unrestricted Shares already owned by the Participant which, (x) in the case of unrestricted Shares
acquired upon exercise of an option, have been owned by the Participant for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the
aggregate option price of the Shares as to which such Stock Option shall be exercised, (iii) subject to the terms of applicable law, including but not limited to the Sarbanes-Oxley Act of 2002,
by delivery of a promissory note of the Participant bearing interest at the applicable federal rate (iv) any other form of consideration approved by the Administrator and permitted by
applicable law or (v) any combination of the foregoing. 


        (e)    Non-Transferability of Options.    Except under the laws of descent and distribution or as
otherwise permitted by the Administrator, the Participant shall not be permitted to sell, transfer, pledge or assign any Option, and all Options shall be exercisable, during the Participant's
lifetime, only by the Participant; provided, however, that the Participant shall be permitted to transfer one or more Non-Qualified Stock Options to a trust controlled by the Participant
during the Participant's lifetime for estate planning purposes. 



        (f)    Termination of Employment or Service.    If a Participant's employment with or service as a director,
consultant or advisor to the Company or to any Parent or Subsidiary terminates by reason of his or her death, Disability or for any other reason, the Option may thereafter be exercised to the extent
provided in the Award Agreement evidencing such Option, or as otherwise determined by the Administrator. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable
for a period of thirty (30) days (twelve (12) months in the event of a Participant's death or Disability) following the Participant's termination of employment or service with the
Company or any Parent or Subsidiary. Unless otherwise provided in the applicable Award Agreement, if, on the date of termination, the Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the applicable
Award Agreement, the Administrator or this Section 6(f), the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. Unless otherwise expressly provided in any
applicable Award Agreement, any Participant who, upon termination of employment with the Company or any Subsidiary, continues in service as a non-employee director of the Company or any
Subsidiary immediately after such termination of employment shall, for purposes of any applicable Award Agreement, be deemed to continue in employment until the date of termination of his or her
service to as a non-employee director of the Company or any Subsidiary. 


        (g)    Annual Limit on Incentive Stock Options.    To the extent that the aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options granted to a Participant under this Plan and all other option plans of the Company or of any
Parent or Subsidiary which become exercisable for the first time by the Participant during any calendar year exceeds $100,000 (as determined in accordance with 



5





 




Section 422(d)
of the Code), the portion of such Incentive Stock Options in excess of $100,000 shall be treated as Non-Qualified Stock Options. 




Section 7. Restricted Stock.  


        Awards of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine the Eligible
Recipients to whom, and the time or times at which, awards of Restricted Stock shall be made; the number of Shares to be awarded; the Exercise Price, if any, to be paid by the Participant for the
acquisition of Restricted Stock; and the Restricted Period (as defined in Section 7(b)) applicable to awards of Restricted Stock. The Administrator may also condition the grant of the award of
Restricted Stock upon the exercise of Options, or upon such other criteria as the Administrator may determine, in its sole discretion. The provisions of the awards of Restricted Stock need not be the
same with respect to each Participant. 


        (a)    Awards and Certificates.    The prospective recipient of awards of Restricted Stock shall not have any rights
with respect to any such Award, unless and until such recipient has executed an Award Agreement evidencing the Award (a "Restricted Stock Award Agreement") and delivered a fully executed copy thereof
to the Company, within a period of sixty days (or such other period as the Administrator may specify) after the award date. Except as otherwise provided below in Section 7(b), each Participant
who is granted an award of Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, which certificate shall be registered in the name of the Participant and
shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. 


        The
Company may require that the stock certificates evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed,
and that, as a condition of any award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award. 


        (b)    Restrictions and Conditions.    The awards of Restricted Stock granted pursuant to this Section 7 shall
be subject to the following restrictions and conditions: 



        (i)    Subject
to the provisions of the Plan and the Restricted Stock Award Agreement governing any such Award, during such period as may be set by the Administrator commencing
on the date of grant (the "Restricted Period"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan; provided, however, that
the Administrator may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and
such circumstances as the Administrator may determine, in its sole discretion. 


        (ii)   Except
as provided in Section 7(b)(i), the Participant shall generally have the rights of a stockholder of the Company with respect to Restricted Stock during
the Restricted Period. Certificates for unrestricted Shares shall be delivered to the Participant promptly after, and only after, the Restricted
Period shall expire without forfeiture in respect of such awards of Restricted Stock except as the Administrator shall otherwise determine. 


        (iii)  The
rights of Participants granted awards of Restricted Stock upon termination of employment or service as a director, consultant or advisor to the Company or to any
Parent or Subsidiary for any reason during the Restricted Period shall be set forth in the Restricted Stock Award Agreement governing such Awards. 




Section 8. Amendment and Termination.  


        The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Participant
under any Award 


6





 



theretofore
granted without such Participant's consent. To the extent necessary and desirable, the Board shall obtain approval of the stockholders (as described below), for any amendment that would: 



        (a)   except
as provided in Section 3 of the Plan, increase the total number of Shares reserved for issuance under the Plan; 


        (b)   change
the class of officers, directors, employees, consultants and advisors eligible to participate in the Plan; or 


        (c)   extend
the maximum Option period under Section 6(b) of the Plan. 




        The
Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 4 of Plan, no such amendment shall impair the
rights of any Participant without his or her consent. 


Section 9. Unfunded Status of Plan.  


        The Plan is intended to constitute an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. 


Section 10. General Provisions.  



        (a)   Shares
shall not be issued pursuant to the exercise of any Award granted hereunder unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the
requirements of any stock exchange upon which the Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 



        (b)   The
Administrator may require each person acquiring Shares to represent to and agree with the Company in writing that such person is acquiring the Shares without a view
to distribution thereof and to make such other reasonable representations as the Administrator shall request. The certificates for such Shares may include any legend which the Administrator deems
appropriate to reflect any restrictions on transfer. 


        All
certificates for Shares delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Administrator may deem advisable under the
rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable Federal or state securities law,
and the Administrator may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. 


        (c)   Nothing
contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval, if such approval is
required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any Eligible Recipient any right to continued
employment or service with the Company or any Parent or Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Parent or Subsidiary to terminate the
employment or service of any of its Eligible Recipients at any time. 



        (d)   Each
Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of the Participant for Federal income tax
purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to
such Award. The obligations of the Company under the Plan shall be conditional on the making of such 



7





 




payments
or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. 


        (e)   No
member of the Board or the Administrator, nor any officer or employee of the Company acting on behalf of the Board or the Administrator, shall be personally liable
for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Administrator and each and any officer or employee of the
Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. 



        (f)    Except
as otherwise provided by the Administrator, all Shares delivered under the Plan shall be subject to the terms and conditions of the Stockholders' Agreement and
the Administrator may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. 


        (g)   The
Plan shall be governed by the laws of the State of Delaware without regard to its conflict of laws principles. In case any one or more of the provisions contained
herein are for any reason deemed to be invalid, illegal or unenforceable in any respect by a judicial body having jurisdiction, such illegality, invalidity or unenforceability shall not effect any
other provision of this Plan, and this Plan shall be construed as if such invalid, unenforceable or illegal provision had never been contained herein. 




Section 11. Stockholder Approval; Effective Date of Plan.  



        (a)   The
grant of any Award hereunder shall be contingent upon stockholder approval of the Plan being obtained within 12 months before or after the date the Board
adopts the Plan. 


        (b)   Subject
to the approval of the Plan by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board, the
Plan shall be effective as of [September 23, 2003] (the "Effective Date"). 




Section 12. Term of Plan.  


        No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that
date. 


8











QuickLinks


DEARBORN HOLDINGS CORPORATION 2003 OMNIBUS STOCK INCENTIVE PLAN