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Exhibit 10.27  


 
 

REDDY ICE HOLDINGS, INC.
  2005 LONG TERM INCENTIVE AND SHARE AWARD PLAN    
    


        1.    Purposes.    


        The
purposes of the 2005 Long Term Incentive and Share Award Plan are to advance the interests of Reddy Ice Holdings, Inc. and its shareholders by providing a means to attract,
retain, and motivate employees, consultants and directors of the Company, its subsidiaries and affiliates, to provide for competitive compensation opportunities, to encourage long term service, to
recognize individual contributions and reward achievement of performance goals, and to promote the creation of long term value for stockholders by aligning the interests of such persons with those of
stockholders. 


        2.    Definitions.    


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



        (a)   "Affiliate"
means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan;  provided, however, that the Company directly or
indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at
least 20% of the ownership interests in such entity. 


        (b)   "Award"
means any Option, SAR, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit, Dividend Equivalent, or Other Share-Based Award granted to
an Eligible Person under the Plan. 


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


        (d)   "Beneficiary"
means the person, persons, trust or trusts which have been designated by an Eligible Person in his or her most recent written beneficiary designation filed
with the Company to receive the benefits specified under this Plan upon the death of the Eligible Person, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the
person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits. 


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


        (f)    "Code"
means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions
thereto and regulations thereunder. 


        (g)   "Committee"
means the Compensation Committee of the Board, or such other Board committee (which may include the entire Board) as may be designated by the Board to
administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist of two or more directors of the
Company, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, to the extent applicable, and each of whom is an "outside
director" within the meaning of Section 162(m) of the Code, to the extent applicable; provided, further, that the mere fact that the Committee
shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. 


        (h)   "Company"
means Reddy Ice Holdings, Inc., a corporation organized under the laws of Delaware, or any successor corporation. 


        (i)    "Director"
means a member of the Board who is not an employee of the Company, a Subsidiary or an Affiliate. 


        (j)    "Dividend
Equivalent" means a right, granted under Section 5(g), to receive cash, Shares, or other property equal in value to dividends paid with respect to a
specified number of Shares. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis. 


        (k)   "Eligible
Person" means (i) an employee or consultant of the Company, a Subsidiary or an Affiliate, including any director who is an employee, or (ii) a
Director. Notwithstanding any provisions of this Plan to the contrary, an Award may be granted to an employee, consultant or Director, in connection with his or her 








 




hiring
or retention prior to the date the employee, consultant or Director first performs services for the Company, a Subsidiary or an Affiliate; provided,
however, that any such Award shall not become vested or exercisable prior to the date the employee, consultant or Director first performs such services. 


        (l)    "Exchange
Act" means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include
successor provisions thereto and regulations thereunder. 


        (m)  "Fair
Market Value" means, with respect to Shares or other property, the fair market value of such Shares or other property determined by such methods or procedures as
shall be established from time to time by the Committee. If the Shares are listed on any established stock exchange or a national market system, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next
preceding day that the Shares were traded) on the principal exchange or market system on which the Shares are traded, as such prices are officially quoted on such exchange. 



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


        (o)   "NQSO"
means any Option that is not an ISO. 


        (p)   "Option"
means a right, granted under Section 5(b), to purchase Shares. 


        (q)   "Other
Share-Based Award" means a right, granted under Section 5(h), that relates to or is valued by reference to Shares. 



        (r)   "Participant"
means an Eligible Person who has been granted an Award under the Plan. 


        (s)   "Performance
Share" means a performance share granted under Section 5(f). 


        (t)    "Performance
Unit" means a performance unit granted under Section 5(f). 


        (u)   "Plan"
means this 2005 Long Term Incentive and Share Award Plan. 


        (v)   "Restricted
Shares" means an Award of Shares under Section 5(d) that may be subject to certain restrictions and to a risk of forfeiture. 



        (w)  "Restricted
Share Unit" means a right, granted under Section 5(e), to receive Shares or cash at the end of a specified deferral period. 


        (x)   "Rule 16b-3"
means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange Act. 


        (y)   "SAR"
or "Share Appreciation Right" means the right, granted under Section 5(c), to be paid an amount measured by the difference between the exercise price of the
right and the Fair Market Value of Shares on the date of exercise of the right, with payment to be made in cash, Shares, or property as specified in the Award or determined by the Committee. 


        (z)   "Shares"
means common stock, $0.01 par value per share, of the Company, and such other securities as may be substituted for Shares pursuant to Section 4(c)
hereof. 


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



        (bb)
"Termination of Service" means the termination of the Participant's employment, consulting services or directorship with the Company, its Subsidiaries and its Affiliates, as the
case may be. A Participant employed by a Subsidiary of the Company or one of its Affiliates shall also be deemed to incur a Termination of Service if the Subsidiary of the Company or Affiliate ceases
to be such a Subsidiary or an Affiliate, as the case may be, and the Participant does not immediately thereafter become an employee or director of, or a consultant to, the Company, another Subsidiary
of the Company or an Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be
considered a Termination of Service. 



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        3.    Administration.    


        (a)    Authority of the Committee.    The Plan shall be administered by the Committee, and the Committee shall have
full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan: 



        (i)    to
select Eligible Persons to whom Awards may be granted; 


        (ii)   to
designate Affiliates; 


        (iii)  to
determine the type or types of Awards to be granted to each Eligible Person; 


        (iv)  to
determine the type and number of Awards to be granted, the number of Shares to which an Award may relate, the terms and conditions of any Award granted under the
Plan (including, but not limited to, any exercise price, grant price, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability
or forfeiture, exercisability, or settlement of an Award, and waiver or accelerations thereof, and waivers of performance conditions relating to an Award, based in each case on such considerations as
the Committee shall determine), and all other matters to be determined in connection with an Award; 


        (v)   to
determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards,
or other property, or an Award may be canceled, forfeited, exchanged, or surrendered; 



        (vi)  to
determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred
either automatically, at the election of the Committee, or at the election of the Eligible Person; 


        (vii) to
prescribe the form of each Award Agreement, which need not be identical for each Eligible Person; 


        (viii) to
adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the
Plan; 


        (ix)  to
correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations,
Award Agreement, or other instrument hereunder; 


        (x)   to
accelerate the exercisability or vesting of all or any portion of any Award or to extend the period during which an Award is exercisable; 


        (xi)  to
determine whether uncertificated Shares may be used in satisfying Awards and otherwise in connection with the Plan; and 



        (xii) to
make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the
administration of the Plan. 




        (b)    Manner of Exercise of Committee Authority.    The Committee shall have sole discretion in exercising its
authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates, Eligible
Persons, any person claiming any rights under the Plan from or through any Eligible Person, and shareholders. The express grant of any specific power to the Committee, and the taking of any action by
the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to other members of the Board or officers or managers of the Company or any
Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to perform administrative functions and, with respect to Awards granted to persons not subject to
Section 16 of the Exchange Act, to perform such other functions as the Committee may determine, to the extent permitted under Rule 16b-3 (if applicable) and applicable law. 


        (c)    Limitation of Liability.    Each member of the Committee shall be entitled to, in good faith, rely or act upon
any report or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company's independent certified public accountants, or other
professional retained by the Company to assist in the administration of the Plan. No member of the Committee, and no officer or employee of the Company acting on behalf of the Committee, 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 


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Committee
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 with respect to any such action,
determination, or interpretation. 


        (d)    Limitation on Committee's Discretion.    Anything in this Plan to the contrary notwithstanding, in the case of
any Award which is intended to qualify as "performance-based compensation" within the meaning of Section 162(m)(4)(C) of the Code, if the Award Agreement so provides, the Committee shall have
no discretion to increase the amount of compensation payable under the Award to the extent such an increase would cause the Award to lose its qualification as such performance-based compensation. 



        (e)    No Option or SAR Repricing Without Shareholder Approval.    Except as provided in the first sentence of
Section 4(c) hereof relating to certain antidilution adjustments, unless the approval of shareholders of the Company is obtained, Options and SARs issued under the Plan shall not be amended to
lower their exercise price and Options and SARs issued under the Plan will not be exchanged for other Options or SARs with lower exercise prices. 


        4.    Shares Subject to the Plan.    



        (a)   Subject
to adjustment as provided in Section 4(c) hereof, the total number of Shares reserved for issuance in connection with Awards under the Plan shall be
750,000. No Award may be granted if the number of Shares to which such Award relates, when added to the number of Shares previously issued under the Plan, exceeds the number of Shares reserved under
the applicable provisions of the preceding sentence. If any Awards are forfeited, canceled, terminated, exchanged or surrendered or such Award is settled in cash or otherwise terminates without a
distribution of Shares to the Participant, any Shares counted against the number of Shares reserved and available under the Plan with respect to such Award shall, to the extent of any such forfeiture,
settlement, termination, cancellation, exchange or surrender, again be available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards
shall be canceled to the extent of the number of Shares as to which the Award is exercised. 


        (b)   Subject
to adjustment as provided in Section 4(c) hereof, the maximum number of Shares (i) with respect to which Options or SARs may be granted during a
calendar year to any Eligible Person under this Plan shall be 500,000 Shares, and (ii) with respect to Performance Shares, Performance Units, Restricted Shares or Restricted Share Units
intended to qualify as performance-based compensation within the meaning of Section 162(m)(4)(C) of the Code shall be the equivalent of 500,000 Shares during a calendar year to any Eligible
Person under this Plan. 


        (c)   In
the event that the Committee shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization, merger, consolidation,
spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Eligible Persons under the Plan, then the Committee shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of shares which may thereafter be issued under the Plan, (ii) the number and kind of shares, other securities or other
consideration issued or issuable in respect of outstanding Awards, and (iii) the exercise price, grant price, or purchase price relating to any Award; provided,
however, in each case that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(a) of the Code, unless the Committee determines otherwise.
In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives, if any, included in, Awards in recognition of unusual or
non-recurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or Affiliate or the financial statements of the
Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles; provided, however, that, if
an Award Agreement specifically so provides, the Committee shall not have discretion to increase the amount of compensation payable under the Award to the extent such an increase would cause the Award
to lose its qualification as performance-based compensation for purposes of Section 162(m)(4)(C) of the Code and the regulations thereunder. 


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        (d)   Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares including Shares acquired by purchase
in the open market or in private transactions. 


        5.    Specific Terms of Awards.    



        (a)    General.    Awards may be granted on the terms and conditions set forth in this Section 5. In addition,
the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 9(d)), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of Termination of Service by the Eligible
Person. 


        (b)    Options.    The Committee is authorized to grant Options, which may be NQSOs or ISOs, to Eligible Persons on
the following terms and conditions: 



          (i)  Exercise Price. The exercise price per Share purchasable under an Option shall be determined by the Committee;  provided, however, that the exercise price per Share of an Option shall not be less than the Fair Market
Value of a Share on the date of grant of the Option. The Committee may, without limitation, set an exercise price that is based upon achievement of performance criteria if deemed appropriate by the
Committee. 


         (ii)  Option Term. The term of each Option shall be determined by the Committee; provided,
however, that such term shall not be longer than ten years from the date of grant of the Option. 


        (iii)  Time and Method of Exercise. The Committee shall determine at the date of grant or thereafter the time or times at
which an Option may be exercised in whole or in part (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), the methods by which such
exercise price may be paid or deemed to be paid (including, without limitation, broker-assisted exercise arrangements), the form of such payment (including, without limitation, cash, Shares, notes or
other property), and the methods by which Shares will be delivered or deemed to be delivered to Eligible Persons; provided,  however, that in no event may
any portion of the exercise price be paid with Shares acquired either under an Award granted pursuant to this Plan, upon
exercise of a stock option granted under another Company plan or as a stock bonus or other stock award granted under
another Company plan unless, in any such case, the Shares were acquired and vested more than six months in advance of the date of exercise. 



        (iv)  Early Exercise. The Committee may provide at the time of grant or any time thereafter, in its sole discretion, that any
Option shall be exercisable with respect to Shares that otherwise would not then be exercisable, provided that, in connection with such exercise, the Participant enters into a form of Restricted Share
agreement approved by the Committee. 


         (v)  ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422
of the Code, including but not limited to the requirement that the ISO shall be granted within ten years from the earlier of the date of adoption or shareholder approval of the Plan. ISOs may only be
granted to employees of the Company or a Subsidiary. 




        (c)    SARs.    The Committee is authorized to grant SARs (Share Appreciation Rights) to Eligible Persons on the
following terms and conditions: 



          (i)  Right to Payment. A SAR shall confer on the Eligible Person to whom it is granted a right to receive with respect to
each Share subject thereto, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine in the case of any such
right, the Fair Market Value of one Share at any time during a specified period before or after the date of exercise) over (2) the exercise price per Share of the SAR as determined by the
Committee as of the date of grant of the SAR (which shall not be less than the 



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Fair
Market Value per Share on the date of grant of the SAR and, in the case of a SAR granted in tandem with an Option, shall be equal to the exercise price of the underlying Option). 



         (ii)  Other Terms. The Committee shall determine, at the time of grant or thereafter, the time or times at which a SAR may be
exercised in whole or in part (which shall not be more than ten years after the date of grant of the SAR), the method of exercise, method of settlement, form of consideration payable in settlement,
method by which Shares will be delivered or deemed to be delivered to Eligible Persons, whether or not a SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR.
Unless the Committee determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted at the time of grant of the related NQSO or at any time thereafter and (2) granted in
tandem with an ISO may only be granted at the time of grant of the related ISO. 




        (d)    Restricted Shares.    The Committee is authorized to grant Restricted Shares to Eligible Persons on the
following terms and conditions: 



          (i)  Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other
restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including,
without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments, or otherwise, as the Committee may determine. Except to the extent
restricted under the Award Agreement relating to the Restricted Shares, an Eligible Person granted Restricted Shares shall have all of the rights of a shareholder including, without limitation, the
right to vote Restricted Shares and the right to receive dividends thereon. 


         (ii)  Forfeiture. Except as otherwise determined by the Committee, at the date of grant or thereafter, upon Termination of
Service during the applicable restriction period, Restricted Shares and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject to restrictions shall be forfeited;  provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or
may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the event of Termination of Service resulting from
specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Shares. 


        (iii)  Certificates for Shares. Restricted Shares granted under the Plan may be evidenced in such manner as the Committee
shall determine. If certificates representing Restricted Shares are registered in the name of the Eligible Person, such certificates shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Shares, the Company shall retain physical possession of the certificate and the Participant shall deliver a stock power to the Company,
endorsed in blank, relating to the Restricted Shares. 


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


         (v)  Early Exercise Options. The Committee shall award Restricted Shares to a Participant upon the Participant's early
exercise of an Option under Section 5(b)(iv) hereof. Unless otherwise determined by the Committee, the lapse of restrictions with respect to such Restricted Shares shall occur on the
same schedule as the exercisability of the Option for which the Restricted Shares were exercised. 



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        (e)    Restricted Share Units.    The Committee is authorized to grant Restricted Share Units to Eligible Persons,
subject to the following terms and conditions: 



          (i)  Award and Restrictions. Delivery of Shares or cash, as the case may be, will occur upon expiration of the deferral
period specified for Restricted Share Units by the Committee (or, if permitted by the Committee, as elected by the Eligible Person). In addition, Restricted Share Units shall be subject to such
restrictions as the Committee may impose, if any (including, without limitation, the achievement of performance criteria if deemed appropriate by the Committee), at the date of grant or thereafter,
which restrictions may lapse at the expiration of the deferral period or at earlier or later specified times, separately or in combination, in installments or otherwise, as the Committee may
determine. 


         (ii)  Forfeiture. Except as otherwise determined by the Committee at date of grant or thereafter, upon Termination of Service
during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted Share Units), or upon failure to satisfy any
other conditions precedent to the delivery of Shares or cash to which such Restricted Share Units relate, all Restricted Share Units that are at that time subject to deferral or restriction shall be
forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Share Units will be waived in whole or in part in the event of Termination of
Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Share Units. 


        (iii)  Dividend Equivalents. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the
specified number of Shares covered by a Restricted Share Unit shall be either (A) paid with respect to such Restricted Share Unit at the dividend payment date in cash or in unrestricted Shares
having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Restricted Share Unit and the amount or value thereof automatically deemed reinvested in
additional Restricted Share Units or other Awards, as the Committee shall determine or permit the Participant to elect. 




        (f)    Performance Shares and Performance Units.    The Committee is authorized to grant Performance Shares or
Performance Units or both to Eligible Persons on the following terms and conditions: 



          (i)  Performance Period. The Committee shall determine a performance period (the "Performance Period") of one or more years
and shall determine the performance objectives for grants of Performance Shares and Performance Units. Performance objectives may vary from Eligible Person to Eligible Person and shall be based upon
the performance criteria as the Committee may deem appropriate. The performance objectives may be determined by reference to the performance of the Company, or of a Subsidiary or Affiliate, or of a
division or unit of any of the foregoing. Performance Periods may overlap and Eligible Persons may participate simultaneously with respect to Performance Shares and Performance Units for which
different Performance Periods are prescribed. 


         (ii)  Award Value. At the beginning of a Performance Period, the Committee shall determine for each Eligible Person or group
of Eligible Persons with respect to that Performance Period the range of number of Shares, if any, in the case of Performance Shares, and the range of dollar values, if any, in the case of Performance
Units, which may be fixed or may vary in accordance with such performance or other criteria specified by the Committee, which shall be paid to an Eligible Person as an Award if the relevant measure of
Company performance for the Performance Period is met. 


        (iii)  Significant Events. If during the course of a Performance Period there shall occur significant events as determined by
the Committee which the Committee expects to have a 



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substantial
effect on a performance objective during such period, the Committee may revise such objective; provided,  however, that, if an Award Agreement so provides,
the Committee shall not have any discretion to increase the amount of compensation payable under the
Award to the extent such an increase would cause the Award to lose its qualification as performance-based compensation for purposes of Section 162(m)(4)(C) of the Code and the regulations
thereunder. 


        (iv)  Forfeiture. Except as otherwise determined by the Committee, at the date of grant or thereafter, upon Termination
Service during the applicable Performance Period, Performance Shares and Performance Units for which the Performance Period was prescribed shall be forfeited;  provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or
may determine in an individual case, that restrictions or forfeiture conditions relating to Performance Shares and Performance Units will be waived in whole or in part in the event of Terminations of
Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Performance Shares and Performance Units. 


         (v)  Payment. Each Performance Share or Performance Unit may be paid in whole Shares, or cash, or a combination of Shares and
cash either as a lump sum payment or in installments, all as the Committee shall determine, at the time of grant of the Performance Share or Performance Unit or otherwise, commencing as soon as
practicable after the end of the relevant Performance Period. 




        (g)    Dividend Equivalents.    The Committee is authorized to grant Dividend Equivalents to Eligible Persons. The
Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares, or other
investment vehicles as the Committee may specify; provided, however, that Dividend Equivalents (other than freestanding Dividend Equivalents) shall be
subject to all conditions and restrictions of the underlying Awards to which they relate. 



        (h)    Other Share-Based Awards.    The Committee is authorized, subject to limitations under applicable law, to grant
to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to
be consistent with the purposes of the Plan, including, without limitation, unrestricted shares awarded purely as a "bonus" and not subject to any restrictions or conditions, other rights convertible
or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by
reference to the performance of specified Subsidiaries or Affiliates. The Committee shall determine the terms and conditions of such Awards at date of grant or thereafter. Shares delivered pursuant to
an Award in the nature of a purchase right granted under this Section 5(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including,
without limitation, cash, Shares, notes or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, shall also be authorized
pursuant to this Section 5(h). 


        6.    Certain Provisions Applicable to Awards.    



        (a)    Stand-Alone, Additional, Tandem and Substitute Awards.    Awards granted under the Plan may, in the discretion
of the Committee, be granted to Eligible Persons either alone or in addition to, in tandem with, or in exchange or substitution for, any other Award granted under the Plan or any award granted under
any other plan or agreement of the Company, any Subsidiary or Affiliate, or any business entity to be acquired by the Company or a Subsidiary or Affiliate, or any other right of an Eligible Person to
receive payment from the Company or any Subsidiary or Affiliate. Awards may be granted in addition to or in tandem with such other Awards or awards, and may be granted either as of the same time as or
a different time from the grant of such other Awards or awards. Subject to the provisions of Section 3(e) hereof prohibiting Option and SAR repricing without shareholder approval, the per Share
exercise price of any Option, or grant price of any SAR, which is granted, in connection 


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with
the substitution of awards granted under any other plan or agreement of the Company or any Subsidiary or Affiliate or any business entity to be acquired by the Company or any Subsidiary or
Affiliate, shall be determined by the Committee, in its discretion. 



        (b)    Term of Awards.    The term of each Award granted to an Eligible Person shall be for such period as may be
determined by the Committee; provided, however, that in no event shall the term of any Option or SAR
exceed a period of ten years from the date of its grant (or such shorter period as may be applicable under Section 422 of the Code). 


        (c)    Form of Payment Under Awards.    Subject to the terms of the Plan and any applicable Award Agreement, payments
to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or
thereafter, including, without limitation, cash, Shares, notes or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules
relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments, and the Committee may require deferral of
payment under an Award if, in the sole judgment of the Committee, it may be necessary in order to avoid nondeductibility of the payment under Section 162(m) of the Code. 



        (d)    Nontransferability.    Unless otherwise set forth by the Committee in an Award Agreement, Awards shall not be
transferable by an Eligible Person except by will or the laws of descent and distribution (except pursuant to a Beneficiary designation) and shall be exercisable during the lifetime of an Eligible
Person only by such Eligible Person or his guardian or legal representative. An Eligible Person's rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall
not be subject to claims of the Eligible Person's creditors. 



        (e)    Noncompetition.    The Committee may, by way of the Award Agreements or otherwise, establish such other terms,
conditions, restrictions and/or limitations, if any, of any Award, provided they are not inconsistent with the Plan, including, without limitation, the requirement that the Participant not engage in
competition with the Company. 


        7.    Performance Awards.    


        (a)    Performance Awards Granted to Covered Employees.    If the Committee determines that an Award (other than an
Option or SAR) to be granted to an Eligible Person should qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, the grant, vesting, exercise and/or settlement
of such Award (each, a "Performance Award") shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 7(a). 



          (i)  Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or more business
criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 7(a). The performance goals shall be
objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder (including Treasury Regulation 1.162-27 and successor regulations
thereto), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being "substantially uncertain." The Committee may
determine that such Performance Awards shall be granted, vested, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as
a condition to grant, vesting, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants. 



         (ii)  Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for
specified Subsidiaries or Affiliates or other business units or lines of business of the Company shall be used by the Committee in establishing performance goals for such Performance Awards:
(1) earnings per share (basic or fully diluted); (2) revenues; (3) earnings, before 



9







 




or
after taxes, from operations (generally or specified operations), or before or after interest expense, depreciation, amortization, incentives, or extraordinary or special items; (4) cash
flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (5) return on net assets, return on
assets, return on investment, return on capital, return on equity; (6) economic value added; (7) operating margin or operating expense; (8) net income; (9) Share price or
total stockholder return; and (10) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost
targets, customer satisfaction, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of Subsidiaries, Affiliates or joint ventures. The targeted
level or levels of performance with respect to such business criteria may be established at such levels and in such terms as the Committee may determine, in its discretion, including in absolute
terms, as a goal relative to performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies. 


        (iii)  Performance Period; Timing for Establishing Performance Goals; Per-Person Limit. Achievement of performance
goals in respect of such Performance Awards shall be measured over a performance period, as specified by the Committee. A performance goal shall be established not later than the earlier of
(A) 90 days after the beginning of any performance period applicable to such Performance Award or (B) the time 25% of such performance period has elapsed. In all cases, the
maximum Performance Award of any Participant shall be subject to the limitation set forth in Section 4(b). 



        (iv)  Settlement of Performance Awards; Other Terms. Settlement of such Performance Awards shall be in cash, Shares, other
Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards,
but may not exercise discretion to increase any such amount payable to the Participant in respect of a Performance Award subject to this Section 7(a). Any settlement which changes the form of
payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely for that reason, fail to qualify as "performance-based
compensation" for purposes of Section 162(m) of the Code. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of Termination
of Service of the Participant or other event (including a Change of Control) prior to the end of a performance period or settlement of such Performance Awards. 


         (v)  Maximum Annual Cash Award. The maximum amount payable upon settlement of a cash-settled Performance Unit (or
other cash-settled Award) granted under this Plan for any calendar year to any Eligible Person that is intended to satisfy the requirements for "performance-based compensation" under
Section 162(m) of the Code shall not exceed $2.0 million. 




        (b)    Written Determinations.    Determinations by the Committee as to the establishment of performance goals, the
amount potentially payable in respect of Performance Awards, the level of actual achievement of the specified performance goals relating to Performance Awards and the amount of any final Performance
Award shall be recorded in writing in the case of Performance Awards intended to qualify under Section 162(m) of the Code. Specifically, the Committee shall certify in writing, in a manner
conforming to applicable regulations under Section 162(m), prior to settlement of each such Award, that the performance objective relating to the Performance Award and other material terms of
the Award upon which settlement of the Award was conditioned have been satisfied. 


        8.    Change of Control Provisions.    


        (a)    Acceleration of Exercisability and Lapse of Restrictions.    Unless otherwise provided by the Committee at the
time of the Award grant, in the event of a Change of Control, (i) all outstanding Awards pursuant to which the Participant may have rights the exercise of which is restricted or limited, shall
become fully exercisable at the time of the Change of Control, and (ii) unless the right to lapse of restrictions or limitations is waived or deferred by a Participant prior to such lapse, all
restrictions or 


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limitations
(including risks of forfeiture and deferrals) on outstanding Awards subject to restrictions or limitations under the Plan shall lapse, and all performance criteria and other conditions to
payment of Awards under which payments of cash, Shares or other property are subject to conditions shall be deemed to be achieved or fulfilled and shall be waived by the Company at the time of the
Change of Control. 


        (b)    Definition of Change of Control.    For purposes of this Plan, "Change of Control" shall mean: 



          (i)  the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person"), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the Company (other than by exercise of a conversion privilege); (ii) any acquisition by the Company or any of its
Subsidiaries; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries; (iv) any acquisition by any Person
who owns 10% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities on the Effective Date; or (v) any acquisition by any corporation with respect to which,
following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; 


         (ii)  during
any period of two consecutive years, individuals who, as of the beginning of such period, constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual becoming a director
subsequent to the beginning of such period whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); 



        (iii)  consummation
of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation, do not, following
such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; 



        (iv)  consummation
of a sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which following such
sale or other disposition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the 



11







 




beneficial
owners, respectively, of the outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same
proportions as their ownership, immediately prior to such sale or other disposition; or 


         (v)  approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company. 




        9.    General Provisions.    



        (a)    Compliance with Legal and Trading Requirements.    The Plan, the granting and exercising of Awards thereunder,
and the other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any
stock exchange, regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance or delivery of Shares under any Award until completion of such stock
exchange or market system listing or registration or qualification of such Shares or other required action under any state, federal or foreign law, rule or regulation as the Company may consider
appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in
compliance with applicable laws, rules and regulations. No provisions of the Plan shall be interpreted or construed to obligate the Company to register any Shares under federal, state or foreign law.
The Shares issued under the Plan may be subject to such other restrictions on transfer as determined by the Committee. 


        (b)    No Right to Continued Employment or Service.    Neither the Plan nor any action taken thereunder shall be
construed as giving any employee, consultant or director the right to be retained in the employ or service of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way
with the right of the Company or any of its Subsidiaries or Affiliates to terminate any employee's, consultant's or director's employment or service at any time. 


        (c)    Taxes.    The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any
payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to an Eligible Person, amounts of withholding and other taxes due in connection
with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Eligible Persons to satisfy obligations for the payment of
withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof
in satisfaction of an Eligible Person's tax obligations. 


        (d)    Changes to the Plan and Awards.    The Board may amend, alter, suspend, discontinue, or terminate the Plan or
the Committee's authority to grant Awards under the Plan without the consent of shareholders of the Company or Participants, except that any such amendment or alteration shall be subject to the
approval of the Company's shareholders (i) to the extent such shareholder approval is required under the rules of any stock exchange or automated quotation system on which the Shares may then
be listed or quoted, or (ii) as it applies to ISOs, to the extent such shareholder approval is required under Section 422 of the Code;  provided, however, that, without the consent of an affected Participant, no amendment, alteration,
suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. The Committee may waive
any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retrospectively;  provided, however, that, without the consent of a Participant, no amendment, alteration, suspension,
discontinuation or termination of any Award may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. 


        (e)    No Rights to Awards; No Shareholder Rights.    No Eligible Person or employee shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment 


12







 



of
Eligible Persons and employees. No Award shall confer on any Eligible Person any of the rights of a shareholder of the Company unless and until Shares are duly issued or transferred to the Eligible
Person in accordance with the terms of the Award. 


        (f)    Unfunded Status of Awards.    The Plan is intended to constitute an "unfunded" plan for incentive compensation.
With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a
general creditor of the Company; provided, however, that the Committee may authorize the creation of
trusts or make other arrangements to meet the Company's obligations under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements
shall be consistent with the "unfunded" status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. 


        (g)    Nonexclusivity of the Plan.    Neither the adoption of the Plan by the Board nor its submission to the
shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of options and other awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 


        (h)    Not Compensation for Benefit Plans.    No Award payable under this Plan shall be deemed salary or compensation
for the purpose of computing benefits under any benefit plan or other arrangement of the Company for the benefit of its employees, consultants or directors unless the Company shall determine
otherwise. 


        (i)    No Fractional Shares.    No fractional Shares shall be issued or delivered pursuant to the Plan or any Award.
The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated. 


        (j)    Governing Law.    The validity, construction, and effect of the Plan, any rules and regulations relating to the
Plan, and any Award Agreement shall be determined in accordance with the laws of New York without giving effect to principles of conflict of laws thereof. 


        (k)    Effective Date; Plan Termination.    The Plan shall become effective as
of                        (the "Effective
Date") subject to approval by the shareholders of the Company. The Plan shall terminate as to future awards on the date which is ten (10) years after the Effective Date. 


        (l)    Titles and Headings.    The titles and headings of the sections in the Plan are for convenience of reference
only. In the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 


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REDDY ICE HOLDINGS, INC. 2005 LONG TERM INCENTIVE AND SHARE AWARD PLAN