Exhibit 10.17


 


CA HOLDING, INC.


 


AMENDED AND RESTATED


2005 EQUITY INCENTIVE PLAN


 


1.             Purposes of the Plan. The purposes of this Plan are to attract and
retain the best available personnel, to provide additional incentives to
Employees, Directors and Consultants (as defined herein) and to promote the
success of the Company’s business.


 


2.             Definitions. The following definitions shall apply as used
herein and in the individual Award Agreements except as defined otherwise in an
individual Award Agreement, In the event a term is separately defined in an
individual Award Agreement, such definition shall supersede the definition
contained in this Section 2.


 


(a)           “Administrator”
means the Board, any member of the Board or the Committee appointed to
administer the Plan.


 


(b)           “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under
applicable provisions of federal and state securities laws, the corporate law
of the state of the Company’s incorporation, the Code, the rules of any
applicable stock exchange or national market system, and the rules of any
non-U.S. jurisdiction applicable to Awards granted to residents therein.


 


(c)           “Assumed” means
that pursuant to a Corporate Transaction either (i) the Award is expressly
affirmed by the Company or (ii) the contractual obligations represented by the
Award are expressly assumed (and not simply by operation of law) by the
successor entity or its Parent in connection with the Corporate Transaction
with appropriate adjustments to the number and type of securities of the
successor entity or its Parent subject to the Award and the exercise or
purchase price thereof which at least preserves the compensation element of the
Award existing at the time of the Corporate Transaction as determined in accordance
with the instruments evidencing the agreement to assume the Award.


 


(d)           “Award” means the
grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock,
Restricted Stock Unit or other right or benefit under the Plan.


 


(e)           “Award Agreement”
means the written agreement evidencing the grant of an Award executed by the
Company and the Grantee, including any amendments thereto.


 


(f)            “Board” means the
Board of Directors of the Company.


 


(g)           “Cause” means,
with respect to the termination by the Company or a Related Entity of the
Grantee’s Continuous Service, that such termination is for “Cause” as such term
is expressly defined in a then-effective written agreement between the Grantee
and the Company or such Related Entity, or in the absence of such then-effective
written agreement and definition, is based on, in the determination of the
Administrator, the Grantee’s: (i) performance of any act or failure to perform
any act in bad faith and to the detriment of the Company or a Related Entity;
(ii) dishonesty, intentional misconduct or material breach of any agreement
with the Company or a Related Entity; or (iii) commission of, or a plea of nolo
contendere relating to, a crime involving dishonesty, breach of trust, or
physical or emotional harm to any person.


 


(h)           “Code” means the
Internal Revenue Code of 1986, as amended.


 

















 


(i)            “Committee” means
any committee composed of members of the Board appointed by the Board to
administer the Plan.


 


(j)            “Common Stock”
means the voting and non-voting common stock of the Company.


 


(k)           “Company” means CA
Holding, Inc., a Delaware corporation, or any successor entity that adopts the
Plan in connection with a Corporate Transaction.


 


(l)            “Consultant” means
any person (other than an Employee or a Director, solely with respect to
rendering services in such person’s capacity as a Director) who is engaged by
the Company or any Related Entity to render consulting services (including but
not limited to debt collection and related management services for any licensee
of the Company or any Related Entity) to the Company or such Related Entity.


 


(m)          “Continuous Service”
means that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or Consultant is not interrupted or terminated.
In jurisdictions requiring notice in advance of an effective termination as an
Employee, Director or Consultant, Continuous Service shall be deemed terminated
upon the actual cessation of providing services to the Company or a Related
Entity notwithstanding any required notice period that must be fulfilled before
a termination as an Employee, Director or Consultant can be effective under
Applicable Laws. A Grantee’s Continuous Service shall be deemed to have
terminated either upon an actual termination of Continuous Service or upon the
entity for which the Grantee provides services ceasing to be a Related Entity.
Continuous Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers among the Company, any Related Entity,
or any successor, in any capacity of Employee, Director or Consultant, or (iii)
any change in status as long as the individual remains in the service of the
Company or a Related Entity in any capacity of Employee, Director or Consultant
(except as otherwise provided in the Award Agreement). An approved leave of
absence shall include sick leave, military leave, or any other authorized
personal leave. For purposes of each Incentive Stock Option granted under the
Plan, if such leave exceeds three (3) months, and reemployment upon expiration
of such leave is not guaranteed by statute or contract, then the Incentive
Stock Option shall be treated as a Non-Qualified Stock Option on the day three
(3) months and one (1) day following the expiration of such three (3) month
period.


 


(n)           “Corporate Transaction”
means any of the following transactions to which the Company is a party:


 


(i)            a merger, reorganization or consolidation of
the Corporation with or into any other corporation or other entity, in which
the stockholders of the Corporation immediately prior to such merger,
reorganization or consolidation own equity interests of the entity surviving
such merger, reorganization or consolidation representing less than fifty
percent (50%) of the total combined voting power of the outstanding securities
of such entity immediately after such merger, reorganization or consolidation,
but excluding any such transaction or series of related transactions that the
Administrator determines shall not be a Corporate Transaction;


 


(ii)           a sale of fifty percent (50%) or more of the
total combined voting power of the outstanding securities of the Corporation,
but not including any transfer of outstanding capital stock to persons in a
public offering of the Corporation’s Common Stock which is registered under the
Securities Act of 1933, but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction; or


 


(iii)          the sale, lease, transfer or other disposition
of all or substantially all of the Corporation’s assets in connection with the
sale of the Corporation’s business to another party or 


 


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pursuant to the
liquidation or dissolution of the Corporation, but excluding any such
transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction.


 


Notwithstanding the foregoing, a transaction
shall not be deemed a Corporate Transaction in the event KRG Capital Fund II, L.P.,
KRG Capital Fund II (FF), L.P., KRG Capital Fund II (PA), L.P. and KRG
Co-Investment, LLC (collectively, “KRG”), directly or indirectly, in the
aggregate (i) hold after the transaction at least fifty percent (50%) of the
total equity securities held by KRG before the transaction, or (ii) have the
power to nominate and cause to be elected (whether by proxy, voting trust or
otherwise) a majority of the members of the board of directors of the
Corporation, or of the surviving entity in the event of a merger,
reorganization or consolidation.


 


(o)           “Covered Employee”
means an Employee who is a “covered employee” under Section 162(m)(3) of the
Code.


 


(p)           “Director” means a
member of the Board or the board of directors of any Related Entity.


 


(q)           “Disability” means
as defined under the long-term disability policy of the Company or the Related
Entity to which the Grantee provides services regardless of whether the Grantee
is covered by such policy. If the Company or the Related Entity to which the
Grantee provides service does not have a long-term disability plan in place, “Disability”
means that a Grantee is unable to carry out the responsibilities and functions
of the position held by the Grantee by reason of any medically determinable
physical or mental impairment for a period of not less than one hundred twenty
(120) consecutive days or an aggregate of one hundred eighty (180) days in any
twelve (12) month period. A Grantee will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to
satisfy the Administrator in its discretion.


 


(r)            “Dividend Equivalent
Right” means a right entitling the Grantee to compensation measured by
dividends paid with respect to Common Stock.


 


(s)           “Employee” means
any person, including an Officer or Director, who is in the employ of the
Company or any Related Entity, subject to the control and direction of the
Company or any Related Entity as to both the work to be performed and the
manner and method of performance. The payment of a director’s fee by the
Company or a Related Entity shall not be sufficient to constitute “employment”
by the Company.


 


(t)            “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(u)           “Fair Market Value”
means, as of any date:


 


(i)            with respect to Common Stock, Series B-1
Convertible Preferred Stock or Series C-1 Convertible Preferred Stock:


 


(A)          If the Common Stock is listed on one or more
established stock exchanges or national market systems, including without
limitation The Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be equal to (1) in the case of
Series B-1 Convertible Preferred Stock, the number of shares of Common Stock
into which a share of Series B-1 Convertible Preferred Stock is convertible,
multiplied by the closing sales price per share of Common Stock (or the closing
bid, if no sales were reported) as quoted on the principal exchange or system
on which the Common Stock is listed (as determined by the Administrator) on the
date of determination (or, if no closing sales price or closing bid was
reported on that date, as applicable, on the last trading date such closing
sales price or closing bid was reported), as reported in The Wall Street
Journal or such other source as the Administrator 


 


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deems reliable (the “Listed
Price”), (2) in the case of Series C-1 Convertible Preferred Stock, the
number of shares of Common Stock into which a share of Series C-1 Convertible
Preferred Stock is convertible, multiplied by the Listed Price, or (3) in the
case of Common Stock, the Listed Price;


 


(B)           If the Common Stock is regularly quoted on an
automated quotation system (including the OTC Bulletin Board) or by a
recognized securities dealer, (1) in the case of Common Stock, the Fair Market
Value of a share of Common Stock shall be the closing sales price for such
stock as quoted on such system or by such securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable (the “Quotation Price”), (2) in case of Series B-1
Convertible Preferred Stock, the Fair Market Value of a share of Series B-1
Convertible Preferred Stock shall be equal to the number of shares of Common
Stock into which a share of Series B-1 Convertible Preferred Stock is
convertible, multiplied by the Quotation Price, or (3) in case of Series C-1
Convertible Preferred Stock, the Fair Market Value of a share of Series C-1
Convertible Preferred Stock shall be equal to the number of shares of Common
Stock into which a share of Series C-1 Convertible Preferred Stock is
convertible, multiplied by the Quotation Price; or


 


(C)           In the absence of an established market for
the Common Stock of the type described in (i) and (ii), above, in the case of
Common Stock, Series B-1 Convertible Preferred Stock or Series C-1 Convertible
Preferred Stock, the Fair Market Value thereof shall be determined by the
Administrator in good faith and after taking into account such factors as the
Administrator shall deem appropriate; or


 


(ii)           with respect to Series A-2 Preferred Stock,
Series B-1 Contingent Preferred Stock or Series C-1 Contingent Preferred Stock,
the Fair Market Value thereof shall be determined by the Administrator in good
faith and after taking into account such factors as the Administrator shall
deem appropriate.


 


(v)           “Grantee” means an
Employee, Director or Consultant who receives an Award under the Plan.


 


(w)          “Immediate Family”
means any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Grantee’s household (other than
a tenant or employee), a trust in which these persons (or the Grantee) have
more than fifty percent (50%) of the beneficial interest, a foundation in which
these persons (or the Grantee) control the management of assets, and any other
entity in which these persons (or the Grantee) own more than fifty percent
(50%) of the voting interests.


 


(x)            “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.


 


(y)           “Non-Qualified Stock
Option” means an Option not intended to qualify as an Incentive Stock
Option.


 


(z)            “Officer” means a
person who is an officer of the Company or a Related Entity within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.


 


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(aa)         “Option” means an
option to purchase Shares pursuant to an Award Agreement granted under the
Plan.


 


(bb)         “Parent” means a “parent
corporation”, whether now or hereafter existing, as defined in Section 424(e)
of the Code.


 


(cc)         “Performance-Based
Compensation” means compensation qualifying as “performance-based
compensation” under Section 162(m) of the Code.


 


(dd)         “Plan” means this
Amended and Restated 2005 Stock Incentive Plan, as amended from time to time.


 


(ee)        “Post-Termination
Exercise Period” means the period specified in the Award Agreement of not
less than thirty (30) days commencing on the date of termination (other than
termination by the Company or any Related Entity for Cause) of the Grantee’s
Continuous Service, or such longer period as may be applicable upon death or
Disability.


 


(ff)           “Registration Date”
means the first to occur of (i) the closing of the first sale to the general
public pursuant to a registration statement filed with and declared effective
by the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of (A) the Common Stock or (13) the same class of securities of a
successor corporation (or its Parent) issued pursuant to a Corporate
Transaction in exchange for or in substitution of the Common Stock; and (ii) in
the event of a Corporate Transaction, the date of the consummation of the
Corporate Transaction if the same class of securities of the successor
corporation (or its Parent) issuable in such Corporate Transaction shall have
been sold to the general public pursuant to a registration statement filed with
and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or prior to the date of consummation of such
Corporate Transaction.


 


(gg)         “Related Entity”
means any Parent or Subsidiary of the Company and any business, corporation,
partnership, limited liability company or other entity in which the Company or
a Parent or a Subsidiary of the Company holds a substantial ownership interest,
directly or indirectly.


 


(hh)         “Replaced” means
that pursuant to a Corporate Transaction the Award is replaced with a
comparable stock award or a cash incentive program of the Company, the
successor entity (if applicable) or Parent of either of them which preserves
the compensation element of such Award existing at the time of the Corporate
Transaction and provides for subsequent payout in accordance with the same (or
a more favorable) vesting schedule applicable to such Award. The determination
of Award comparability shall be made by the Administrator and its determination
shall be final, binding and conclusive.


 


(ii)           “Restricted Stock”
means Shares issued under the Plan to the Grantee for such consideration, if
any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as
established by the Administrator.


 


(jj)           “Restricted Stock
Units” means an Award which may be earned in whole or in part upon the
passage of time or the attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other securities or
a combination of cash, Shares or other securities as established by the
Administrator.


 


(kk)         “Rule 16b-3” means
Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 


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(ll)           “SAR” means a
stock appreciation right entitling the Grantee to Shares or cash compensation,
as established by the Administrator, measured by appreciation in the value of
Common Stock.


 


(mm)       “Share” means a
share of the Common Stock, Series A-2 Preferred Stock, Series B-1 Contingent
Preferred Stock or Series C-1 Contingent Preferred Stock.


 


(nn)         “Subsidiary” means
a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.


 


3.             Stock Subject to the Plan.


 


(a)           Subject to the provisions
of Section 10 below, the maximum aggregate number of Shares which may be issued
pursuant to all Awards (including Incentive Stock Options) is 160,000 shares of
Common Stock (160,000 of which may be Common Stock designated as non-voting
common stock), 60,000 shares of Series A-2 Preferred Stock, 450,000 shares of
Series B-1 Contingent Preferred Stock, 200,000 shares of Series B-2 Contingent
Preferred Stock and 50,000 shares of Series C-1 Contingent Preferred Stock. The
Shares may be authorized, but unissued, or reacquired Shares.


 


(b)           Any Shares covered by an
Award (or portion of an Award) which is forfeited, canceled or expires (whether
voluntarily or involuntarily) shall be deemed not to have been issued for
purposes of determining the maximum aggregate number of Shares which may be
issued under the Plan. Shares that actually have been issued under the Plan
pursuant to an Award shall not be returned to the Plan and shall not become
available for future issuance under the Plan, except that if unvested Shares are
forfeited or repurchased by the Company, such Shares shall become available for
future grant under the Plan. To the extent not prohibited by the listing
requirements of The Nasdaq National Market (or other established stock exchange
or national market system on which the Common Stock is traded) and Applicable
Law, any Shares covered by an Award which are surrendered (i) in payment of the
Award exercise or purchase price or (ii) in satisfaction of tax withholding
obligations incident to the exercise of an Award shall be deemed not to have
been issued for purposes of determining the maximum number of Shares which may
be issued pursuant to all Awards under the Plan, unless otherwise determined by
the Administrator.


 


4.             Administration of the Plan.


 


(a)           The Plan shall be
administered by the Board. However, any or all administrative functions
otherwise exercisable by the Board may be delegated to any member of the Board
or to the Committee. Members of the Committee shall serve for such period of
time as the Board may determine and shall be subject to removal by the Board at
any time. The Board may also at any time terminate the functions of the
Committee and reassume all powers and authority previously delegated to the
Committee.


 


(b)           The Plan Administrator
shall have full power and authority (subject to the provisions of the Plan) to
establish such rules and regulations as it may deem appropriate for proper
administration of the Plan and to make such determinations under, and issue
such interpretations of, the Plan and any outstanding options thereunder as it
may deem necessary or advisable. Decisions of the Plan Administrator shall be
final and binding on all parties who have an interest in the Plan or any option
thereunder.


 


(c)           Powers of the
Administrator. Subject to the Applicable Laws and the provisions
of the Plan (including any other powers given to the Administrator hereunder),
and except as otherwise provided by the Board, the Administrator shall have the
authority, in its discretion:


 


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(i)            to select the Employees, Directors and
Consultants to whom Awards may be granted from time to time hereunder;


 


(ii)           to determine whether and to what extent Awards
are granted hereunder;


 


(iii)          to determine the number of Shares or the
amount of other consideration to be covered by each Award granted hereunder;


 


(iv)          to approve forms of Award Agreements for use
under the Plan;


 


(v)           to determine the terms and conditions of any
Award granted hereunder;


 


(vi)          to establish additional terms, conditions,
rules or procedures to accommodate the rules or laws of applicable non-U.S.
jurisdictions and to afford Grantees favorable treatment under such rules or
laws; provided, however, that no Award shall be granted under any such additional
terms, conditions, rules or procedures with terms or conditions which are
inconsistent with the provisions of the Plan;


 


(vii)         to amend the terms of any outstanding Award
granted under the Plan, provided that any amendment that would adversely affect
the Grantee’s rights under an outstanding Award shall not be made without the
Grantee’s written consent;


 


(viii)        to construe and interpret the terms of the
Plan and Awards, including without limitation, any notice of award or Award
Agreement, granted pursuant to the Plan; and


 


(ix)           to take such other action, not inconsistent
with the terms of the Plan, as the Administrator deems appropriate.


 


(d)           Indemnification. In addition to
such other rights of indemnification as they may have as members of the Board
or as Officers or Employees of the Company or a Related Entity, members of the
Board and any Officers or Employees of the Company or a Related Entity to whom
authority to act for the Board, the Administrator or the Company is delegated
shall be defended and indemnified by the Company to the extent permitted by law
on an after-tax basis against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any
claim, investigation, action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan, or any
Award granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by the Company) or paid by them
in satisfaction of a judgment in any such claim, investigation, action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such claim, investigation, action, suit or proceeding that such person is
liable for gross negligence, bad faith or intentional misconduct; provided,
however, that within thirty (30) days after the institution of such claim,
investigation, action, suit or proceeding, such person shall offer to the
Company, in writing, the opportunity at the Company’s expense to defend the
same.


 


5.             Eligibility. Awards other than Incentive Stock Options may be
granted to Employees, Directors and Consultants. Incentive Stock Options may be
granted only to Employees of the Company or a Parent or a Subsidiary of the
Company. An Employee, Director or Consultant who has been granted an Award may,
if otherwise eligible, be granted additional Awards. Awards may be granted to
such Employees, Directors or Consultants who are residing in non-U.S.
jurisdictions as the Administrator may determine from time to time.


 


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6.             Terms and Conditions of Awards.


 


(a)           Types of Awards. The Administrator
is authorized under the Plan to award any type of arrangement to an Employee,
Director or Consultant that is not inconsistent with the provisions of the Plan
and that by its terms involves or might involve the issuance of (i) Shares,
(ii) cash or (iii) an Option, a SAR, or similar right with a fixed or variable
price related to the Fair Market Value of the Shares and with an exercise or
conversion privilege related to the passage of time, the occurrence of one or
more events, or the satisfaction of performance criteria or other conditions.
Such awards include, without limitation, Options, SARs, sales or bonuses of
Restricted Stock, Restricted Stock Units or Dividend Equivalent Rights, and an
Award may consist of one such security or benefit, or two (2) or more of them
in any combination or alternative.


 


(b)           Designation of Award. Each Award shall
be designated in the Award Agreement. In the case of an Option, the Option
shall be designated as either an Incentive Stock Option or a Non-Qualified
Stock Option. However, notwithstanding such designation, an Option will qualify
as an Incentive Stock Option under the Code only to the extent the $100,000
dollar limitation of Section 422(d) of the Code is not exceeded. The $100,000
limitation of Section 422(d) of the Code is calculated based on the aggregate
Fair Market Value of the Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by a Grantee during
any calendar year (under all plans of the Company or any Parent or Subsidiary of
the Company). For purposes of this calculation, Incentive Stock Options shall
be taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the grant date of the
relevant Option.


 


(c)           Conditions of Award. Subject to the
terms of the Plan, the Administrator shall determine the provisions, terms, and
conditions of each Award including, but not limited to, the Award vesting
schedule, repurchase provisions, rights of first refusal, forfeiture provisions,
form of payment (cash, Shares, or other consideration) upon settlement of the
Award, payment contingencies, and satisfaction of any performance criteria. The
performance criteria established by the Administrator may be based on any one
of, or combination of, increase in share price, earnings per share, total
stockholder return, return on equity, return on assets, return on investment,
net operating income, cash flow, revenue, economic value added, personal
management objectives, or other measure of performance selected by the
Administrator. Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in
the Award Agreement.


 


(d)           Acquisitions and Other
Transactions. The Administrator may issue Awards under the Plan
in settlement, assumption or substitution for, outstanding awards or
obligations to grant future awards in connection with the Company or a Related
Entity acquiring another entity, an interest in another entity or an additional
interest in a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.


 


(e)           Deferral of Award Payment. The Administrator
may establish one or more programs under the Plan to permit selected Grantees
the opportunity to elect to defer receipt of consideration upon exercise of an
Award, satisfaction of performance criteria, or other event that absent the
election would entitle the Grantee to payment or receipt of Shares or other
consideration under an Award. The Administrator may establish the election
procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, Shares or other
consideration so deferred, and such other terms, conditions, rules and
procedures that the Administrator deems advisable for the administration of any
such deferral program.


 


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(f)            Separate Programs. The Administrator
may establish one or more separate programs under the Plan for the purpose of
issuing particular forms of Awards to one or more classes of Grantees on such
terms and conditions as determined by the Administrator from time to time.


 


(g)           Early Exercise. The Award
Agreement may, but need not, include a provision whereby the Grantee may elect
at any time while an Employee, Director or Consultant to exercise any part or
all of the Award prior to full vesting of the Award. Any unvested Shares
received pursuant to such exercise may be subject to a repurchase right in
favor of the Company or a Related Entity or to any other restriction the
Administrator determines to be appropriate.


 


(h)           Term of Award. The term of each
Award shall be the term stated in the Award Agreement, provided, however, that
the term shall be no more than ten (10) years from the date of grant thereof.
However, in the case of an Incentive Stock Option granted to a Grantee who, at
the time the Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary of the Company, the term of the Incentive Stock Option shall be
five (5) years from the date of grant thereof or such shorter term as may be
provided in the Award Agreement. Notwithstanding the foregoing, the specified
term of any Award shall not include any period for which the Grantee has
elected to defer the receipt of the Shares or cash issuable pursuant to the
Award.


 


(i)            Transferability of Awards. Incentive Stock
Options may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Grantee, only by
the Grantee. Other Awards shall be transferable (i) by will and by the laws of
descent and distribution and (ii) during the lifetime of the Grantee, to the
extent and in the manner authorized by the Administrator by gift or pursuant to
a domestic relations order to members of the Grantee’s Immediate Family. Notwithstanding
the foregoing, the Grantee may designate one or more beneficiaries of the
Grantee’s Award in the event of the Grantee’s death on a beneficiary
designation form provided by the Administrator.


 


(j)            Time of Granting Awards. The date of grant
of an Award shall for all purposes be the date on which the Administrator makes
the determination to grant such Award, or such other later date as is
determined by the Administrator.


 


7.             Award Exercise or Purchase Price,
Consideration and Taxes.


 


(a)           Exercise or Purchase
Price. The exercise or purchase price, if any, for an Award shall be as
follows:


 


(i)            In the case of an Incentive Stock Option:


 


(A)          granted to an Employee who, at the time of the
grant of such Incentive Stock Option owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary of the Company, the per Share exercise price shall be not
less than one hundred ten percent (110%) of the Fair Market Value per Share on
the date of grant; or


 


(B)           granted to any Employee other than an Employee
described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant.


 


(ii)           In the case of a Non-Qualified Stock Option:


 


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(A)          granted to a person who, at the time of the
grant of such Option, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary of the Company, the per Share exercise price shall be not less than
one hundred ten percent (110%) of the Fair Market Value per Share on the date
of grant; or


 


(B)           granted to any person other than a person
described in the preceding paragraph, the per Share exercise price shall be not
less than eighty-five percent (85%) of the Fair Market Value per Share on the
date of grant.


 


(iii)          In the case of Awards intended to qualify as
Performance-Based Compensation, the exercise or purchase price, if any, shall
be not less than one hundred percent (100%) of the Fair Market Value per Share
on the date of grant.


 


(iv)          In the case of the sale of Shares:


 


(A)          granted to a person who, at the time of the
grant of such Award, or at the time the purchase is consummated, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary of the Company, the per Share
purchase price shall be not less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant; or


 


(B)           granted to any person other than a person
described in the preceding paragraph, the per Share purchase price shall be not
less than eighty-five percent (85%) of the Fair Market Value per Share on the
date of grant.


 


(v)           In the case of other Awards, such price as is
determined by the Administrator.


 


(vi)          Notwithstanding the foregoing provisions of
this Section 7(a), in the case of an Award issued pursuant to Section 6(d),
above, the exercise or purchase price for the Award shall be determined in
accordance with the provisions of the relevant instrument evidencing the
agreement to issue such Award.


 


(b)           Consideration. Subject to
Applicable Laws, the consideration to be paid for the Shares to be issued upon
exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator. In addition to any other types of
consideration the Administrator may determine, the Administrator is authorized
to accept as consideration for Shares issued under the Plan the following
provided that the portion of the consideration equal to the par value of the
Shares must be paid in cash or other legal consideration permitted by the
Delaware General Corporation Law:


 


(i)            cash;


 


(ii)           check;


 


(iii)          delivery of Grantee’s promissory note with
such recourse, interest, security, and redemption provisions as the
Administrator determines as appropriate (but only to the extent that the
acceptance or terms of the promissory note would not violate an Applicable
Law);


 


(iv)          if the exercise or purchase occurs on or after
the Registration Date, surrender of Shares or delivery of a properly executed
form of attestation of ownership of Shares as the Administrator may require
which have a Fair Market Value on the date of surrender or attestation 


 


10

















 


equal to the aggregate
exercise price of the Shares as to which said Award shall be exercised,
provided, however, that Shares acquired under the Plan or any other equity
compensation plan or agreement of the Company must have been held by the
Grantee for a period of more than six (6) months (and not used for another
Award exercise by attestation during such period);


 


(v)           with respect to Options, if the exercise
occurs on or after the Registration Date, payment through a broker-dealer sale
and remittance procedure pursuant to which the Grantee (A) shall provide
written instructions to a Company designated brokerage firm to effect the
immediate sale of some or all of the purchased Shares and remit to the Company
sufficient funds to cover the aggregate exercise price payable for the
purchased Shares and (B) shall provide written directives to the Company
to deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale transaction;


 


(vi)          with respect to Options, if specifically
approved by the Administrator, by cashless exercise wherein the Company shall
issue to the Grantee the number of Shares sought to be purchased, less the
number of Shares needed to satisfy the aggregate exercise price payable for the
purchased Shares. Shares used as payment of the exercise price shall be valued
at the Fair Market Value; or


 


(vii)         any combination of the foregoing methods of
payment.


 


The Administrator may at any time or from time to
time, by adoption of or by amendment to the standard forms of Award Agreement
described in Section 4(c)(iv), or by other means, grant Awards which do
not permit all of the foregoing forms of consideration to be used in payment
for the Shares or which otherwise restrict one or more forms of consideration.


 


(c)           Taxes. No Shares shall
be delivered under the Plan to any Grantee or other person until such Grantee
or other person has made arrangements acceptable to the Administrator for the
satisfaction of any non-U.S., federal, state, or local income and employment
tax withholding obligations, including, without limitation, obligations
incident to the receipt of Shares. Upon exercise or vesting of an Award the
Company shall withhold or collect from Grantee an amount sufficient to satisfy
such tax obligations, including, but not limited to, by surrender of the whole
number of Shares covered by the Award sufficient to satisfy the minimum
applicable tax withholding obligations incident to the exercise or vesting of
an Award.


 


8.             Exercise of Award.


 


(a)           Procedure for Exercise;
Rights as a Stockholder.


 


(i)            Any Award granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Administrator under the terms of the Plan and specified in the Award Agreement
but in the case of an Option, in no case at a rate of less than twenty percent
(20%) per year over five (5) years from the date the Option is granted,
subject to reasonable conditions such as continued employment. Notwithstanding
the foregoing, in the case of an Option granted to an Officer, Director or
Consultant, the Award Agreement may provide that the Option may become
exercisable, subject to reasonable conditions such as such Officer’s, Director’s
or Consultant’s Continuous Service, at any time or during any period
established in the Award Agreement.


 


(ii)           An Award shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance
with the terms of the Award by the person entitled to exercise the Award and
full payment for the Shares with respect to which the 


 


11

















 


Award is exercised has
been made, including, to the extent selected, use of the broker-dealer sale and
remittance procedure to pay the purchase price as provided in Section 7(b)(v).


 


(b)           Exercise of Award
Following Termination of Continuous Service. In the event of
termination of a Grantee’s Continuous Service for any reason other than
Disability or death (but not in the event of a Grantee’s change of status from
Employee to Consultant or from Consultant to Employee), such Grantee may, but
only during the Post-Termination Exercise Period (but in no event later than
the expiration date of the term of such Award as set forth in the Award
Agreement), exercise the portion of the Grantee’s Award that was vested at the
date of such termination or such other portion of the Grantee’s Award as may be
determined by the Administrator. The Grantee’s Award Agreement may provide that
upon the termination of the Grantee’s Continuous Service for Cause, the Grantee’s
right to exercise the Award shall terminate concurrently with the termination
of Grantee’s Continuous Service. In the event of a Grantee’s change of status
from Employee to Consultant, an Employee’s Incentive Stock Option shall convert
automatically to a Non-Qualified Stock Option on the day three (3) months
and one day following such change of status. To the extent that the Grantee’s
Award was unvested at the date of termination, or if the Grantee does not
exercise the vested portion of the Grantee’s Award within the Post-Termination
Exercise Period, the Award shall terminate.


 


(c)           Disability of Grantee. In the event of
termination of a Grantee’s Continuous Service as a result of his or her
Disability, such Grantee may, but only within twelve (12) months from the date
of such termination (or such longer period as specified in the Award Agreement
but in no event later than the expiration date of the term of such Award as set
forth in the Award Agreement), exercise the portion of the Grantee’s Award that
was vested at the date of such termination; provided, however, that if such
Disability is not a “disability” as such term is defined in Section 22(e)(3) of
the Code, in the case of an Incentive Stock Option such Incentive Stock Option
shall automatically convert to a Non-Qualified Stock Option on the day three (3) months
and one day following such termination. To the extent that the Grantee’s Award
was unvested at the date of termination, or if Grantee does not exercise the
vested portion of the Grantee’s Award within the time specified herein, the
Award shall terminate.


 


(d)           Death of Grantee. In the event of a
termination of the Grantee’s Continuous Service as a result of his or her
death, or in the event of the death of the Grantee during the Post-Termination
Exercise Period or during the twelve (12) month period following the Grantee’s
termination of Continuous Service as a result of his or her Disability, the
Grantee’s estate or a person who acquired the right to exercise the Award by
bequest or inheritance may exercise the portion of the Grantee’s Award that was
vested as of the date of termination, within twelve (12) months from the date
of death (or such longer period as specified in the Award Agreement but in no
event later than the expiration of the term of such Award as set forth in the
Award Agreement). To the extent that, at the time of death, the Grantee’s Award
was unvested, or if the Grantee’s estate or a person who acquired the right to
exercise the Award by bequest or inheritance does not exercise the vested
portion of the Grantee’s Award within the time specified herein, the Award
shall terminate.


 


(e)           Extension if Exercise
Prevented by Law. Notwithstanding the foregoing, if the exercise of
an Award within the applicable time periods set forth in this Section 8 is
prevented by the provisions of Section 9 below, the Award shall remain
exercisable until one (1) month after the date the Grantee is notified by
the Company that the Award is exercisable, but in any event no later than the
expiration of the term of such Award as set forth in the Award Agreement.


 


9.             Conditions Upon Issuance of Shares.


 


(a)           Shares shall not be
issued pursuant to the exercise of an Award unless the exercise of such Award and
the issuance and delivery of such Shares pursuant thereto shall comply 


 


12

















 


with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.


 


(b)           As a condition to the
exercise of an Award, the Company may require the person exercising such Award
to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any Applicable Laws.


 


10.           Adjustments Upon Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares covered by each outstanding
Award, and the number of Shares which have been authorized for issuance under
the Plan but as to which no Awards have yet been granted or which have been
returned to the Plan, the exercise or purchase price of each such outstanding
Award, the maximum number of Shares with respect to which Options and SARs may
be granted to any Grantee in any calendar year, as well as any other terms that
the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Shares, or similar transaction affecting the Shares,
or (ii) as the Administrator may determine in its discretion, any other
transaction with respect to Common Stock including a corporate merger,
consolidation, acquisition of property or stock, separation (including a
spin-off or other distribution of stock or property), reorganization,
liquidation (whether partial or complete) or any similar transaction; provided,
however that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration.” In the
event of any distribution of cash or other assets to stockholders other than a
normal cash dividend, the Administrator may also, in its discretion, make
adjustments described in (i)-(iii) of this Section 10 or substitute,
exchange or grant Awards with respect to the shares of a Related Entity
(collectively “adjustments”). In determining the adjustments to be made under
this Section 10, the Administrator may take into account such factors as
it deems appropriate, including (x) the restrictions of Applicable Law, (y) the
potential tax, accounting or other consequences of an adjustment and (z) the
possibility that some Grantees might receive an adjustment and a distribution
or other unintended benefit, and in light of such factors or circumstances may
make adjustments that are not uniform or proportionate among outstanding
Awards, modify vesting dates, defer the delivery of stock certificates or make
other equitable adjustments. Any such adjustments to outstanding Awards will be
effected in a manner that precludes the material enlargement of rights and
benefits under such Awards. Adjustments, if any, and any determinations or
interpretations, including any determination of whether a distribution is other
than a normal cash dividend, shall be made by the Administrator and its determination
shall be final, binding and conclusive. In connection with the foregoing
adjustments, the Administrator may, in its discretion, prohibit the exercise of
Awards during certain periods of time. Except as the Administrator determines,
no issuance by the Company of shares of any class, or securities convertible
into shares of any class, shall affect, and no adjustment by reason hereof
shall be made with respect to, the number or price of Shares subject to an
Award.


 


11.           Corporate Transactions.


 


(a)           Termination of Award to
Extent Not Assumed in Corporate Transaction. Effective upon the
consummation of a Corporate Transaction, all outstanding Awards under the Plan
shall terminate. However, all such Awards shall not terminate to the extent
they are Assumed in connection with the Corporate Transaction.


 


(b)           Acceleration of Award
Upon Corporate Transaction. The Administrator shall
have the authority, exercisable either in advance of any actual or anticipated
Corporate Transaction at the time of an actual Corporate Transaction and
exercisable at the time of the grant of an Award 


 


13

















 


under the Plan or any time while an Award remains
outstanding, to provide for the full or partial automatic vesting and exercisability
of one or more outstanding unvested Awards under the Plan and the release from
restrictions on transfer and repurchase or forfeiture rights of such Awards in
connection with a Corporate Transaction, on such terms and conditions as the
Administrator may specify. The Administrator also shall have the authority to
condition any such Award vesting and exercisability or release from such
limitations upon the subsequent termination of the Continuous Service of the
Grantee within a specified period following the effective date of the Corporate
Transaction. The Administrator may provide that any Awards so vested or
released from such limitations in connection with a Corporate Transaction,
shall remain fully exercisable until the expiration or sooner termination of
the Award.


 


(c)           Effect of Acceleration on
Incentive Stock Options. Any Incentive Stock Option accelerated under
this Section 11 in connection with a Corporate Transaction shall remain
exercisable as an Incentive Stock Option under the Code only to the extent the
$100,000 dollar limitation of Section 422(d) of the Code is not
exceeded.


 


12.           Repurchase Rights. If the provisions of an Award Agreement
grant to the Company the right to repurchase Shares upon termination of the
Grantee’s Continuous Service, the Award Agreement shall (or may, with respect
to Awards granted or issued to Officers, Directors or Consultants) provide that


 


(a)           the right to repurchase
must be exercised, if at all, within ninety (90) days of the termination of the
Grantee’s Continuous Service (or in the case of Shares issued upon exercise of
Awards after the date of termination of the Grantee’s Continuous Service,
within ninety (90) days after the date of the Award exercise);


 


(b)           the consideration payable
for the Shares upon exercise of such repurchase right shall be made in cash or
by cancellation of purchase money indebtedness within the ninety (90) day
periods specified in Section 12(a);


 


(c)           the amount of such
consideration shall (i) be equal to the original purchase price paid by
Grantee for each such Share; provided, that the right to repurchase such Shares
at the original purchase price shall lapse at the rate of at least twenty
percent (20%) of the Shares subject to the Award per year over five (5) years
from the date the Award is granted (without respect to the date the Award was
exercised or became exercisable), and (ii) with respect to Shares, other
than Shares subject to repurchase at the original purchase price pursuant to
clause (i) above, not less than the Fair Market Value of the Shares to be
repurchased on the date of termination of Grantee’s Continuous Service; and


 


(d)           the right to repurchase
Shares, other than the right to repurchase Shares at the original purchase
price pursuant to clause (i) of Section 12(c), shall terminate on the
Registration Date. The right to repurchase Shares, including the right to
repurchase Shares pursuant to clause (ii) of Section 12(c), shall
terminate on the closing of a Corporate Transaction.


 


13.           Effective Date and Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10) years
unless sooner terminated. Subject to Section 18 below, and Applicable
Laws, Awards may be granted under the Plan upon its becoming effective.


 


14

















 


14.           Amendment, Suspension or Termination of the
Plan.


 


(a)           The Board may at any time
amend, suspend or terminate the Plan. To the extent necessary to comply with
Applicable Laws, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required.


 


(b)           No Award may be granted
during any suspension of the Plan or after termination of the Plan.


 


(c)           No suspension or
termination of the Plan shall adversely affect any rights under Awards already
granted to a Grantee.


 


15.           Reservation of Shares.


 


(a)           The Company, during the
term of the Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


 


(b)           The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.


 


16.           No Effect on Terms of Employment/Consulting
Relationship.
The Plan shall not confer upon any Grantee any right with respect to the
Grantee’s Continuous Service, nor shall it interfere in any way with his or her
right or the right of the Company or a Related Entity to terminate the Grantee’s
Continuous Service at any time, with or without Cause, and with or without
notice. The ability of the Company or any Related Entity to terminate the
employment of a Grantee who is employed at will is in no way affected by its
determination that the Grantee’s Continuous Service has been terminated for
Cause for the purposes of this Plan.


 


17.           No Effect on Retirement and Other Benefit
Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit
plan of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The
Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
Income Security Act of 1974, as amended.


 


18.           Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under Applicable Laws. Any Award exercised
before stockholder approval is obtained shall be rescinded if stockholder
approval is not obtained within the time prescribed, and Shares issued on the
exercise of any such Award shall not be counted in determining whether
stockholder approval is obtained.


 


19.           Information to Grantees. The Company shall provide to each Grantee,
during the period for which such Grantee has one or more Awards outstanding,
copies of financial statements at least annually. The Company shall not be
required to provide such information to persons whose duties in connection with
the Company assure them access to equivalent information.


 


20.           Effect of Section 162(m) of the Code. Section 162(m) of the Code does
not apply to the Plan prior to the Registration Date or such earlier time that
the Company first becomes subject to 


 


15

















 


the reporting obligations
of Section 12 of the Exchange Act. Following the Registration Date or such
earlier time that the Company first becomes subject to the reporting
obligations of Section 12 of the Exchange Act, the Plan, and all Awards
(except Awards of Restricted Stock that vest over time) issued thereunder, are
intended to be exempt from the application of Section 162(m) of the
Code, which restricts under certain circumstances the Federal income tax
deduction for compensation paid by a public company to named executives in
excess of $1 million per year. The exemption is based on Treasury Regulation Section 1.162¬27(f),
in the form existing on the effective date of the Plan, with the understanding
that such regulation generally exempts from the application of Section 162(m) of
the Code compensation paid pursuant to a plan that existed before a company
becomes publicly held. Under such Treasury Regulation, this exemption is
available to the Plan for the duration of the period that lasts until the
earliest of (i) the expiration of the Plan, (ii) the material
modification of the Plan, (iii) the exhaustion of the maximum number of
shares of Common Stock available for Awards under the Plan, as set forth in Section 3(a),
(iv) the first meeting of stockholders at which directors are to be
elected that occurs after the close of the third calendar year following the
calendar year in which the Company first becomes subject to the reporting
obligations of Section 12 of the Exchange Act, or (v) such other date
required by Section 162(m) of the Code and the rules and
regulations promulgated thereunder. To the extent that the Administrator
determines as of the date of grant of an Award that (i) the Award is
intended to qualify as Performance-Based Compensation and (ii) the
exemption described above is no longer available with respect to such Award,
such Award shall not be effective until any stockholder approval required under
Section 162(m) of the Code has been obtained.


 


21.           Unfunded Obligation. Grantees shall have the status of general
unsecured creditors of the Company. Any amounts payable to Grantees pursuant to
the Plan shall be unfunded and unsecured obligations for all purposes,
including, without limitation, Title I of the Employee Retirement Income
Security Act of 1974, as amended. Neither the Company nor any Related Entity
shall be required to segregate any monies from its general funds, or to create any
trusts, or establish any special accounts with respect to such obligations. The
Company shall retain at all times beneficial ownership of any investments,
including trust investments, which the Company may make to fulfill its payment
obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or
fiduciary relationship between the Administrator, the Company or any Related
Entity and a Grantee, or otherwise create any vested or beneficial interest in
any Grantee or the Grantee’s creditors in any assets of the Company or a
Related Entity. The Grantees shall have no claim against the Company or any
Related Entity for any changes in the value of any assets that may be invested
or reinvested by the Company with respect to the Plan.


 


22.           Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.


 


16

















 


CA HOLDING, INC.


 


AMENDED AND RESTATED


 


2005 EQUITY INCENTIVE PLAN


 


NOTICE OF RESTRICTED STOCK
AWARD


 


Grantee’s Name and Address:


 


 


 


 


You (the “Grantee”) have been granted                       
shares of Series C-1 Contingent Preferred Stock, subject to the terms and
conditions of this Notice of Restricted Stock Award (the “Notice”), CA Holding, Inc.
Amended and Restated 2005 Equity Incentive Plan, as amended from time to time
(the “Plan”), and the Restricted Stock Purchase Agreement (the “Purchase
Agreement”) attached hereto, as follows. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Notice.


 


	
  Award Number

  	
   

  
	
   

  	
   

  
	
  Date of Award

  	
   

  
	
   

  	
   

  
	
  Purchase Price per Share of Series C-1 Contingent
  Preferred Stock

  	
  $

  
	
   

  	
   

  
	
  Total Number of Shares of Series C-1 Contingent
  Preferred Stock Issued to Grantee (the “Shares”)

  	
   

  
	
   

  	
   

  
	
  Total Purchase Price for Series C-1
  Contingent Preferred Stock

  	
  $

  



 


Repurchase Right Schedule:


 


In the event the Grantee’s employment with
the Company terminates, the Company shall have the Repurchase Right with
respect to the Shares at the Purchase Price as follows:


 


100% of the Shares may be repurchased if the
Grantee’s employment terminates within twelve (12) months of the Date of Award;


 


80% of the Shares may be repurchased if the
Grantee’s employment terminates after twelve (12) months but within twenty-four
(24) months of the Date of Award;


 


60% of the Shares may be repurchased if the
Grantee’s employment terminates after twenty-four (24) months but within thirty-six
(36) months of the Date of Award;


 

















 


40% of the Shares may be repurchased if the
Grantee’s employment terminates after thirty-six (36) months but within
forty-eight (48) months of the Date of Award; and


 


20% of the Shares may be repurchased if the
Grantee’s employment terminates after forty-eight (48) months but within sixty
(60) months of the Date of Award.


 


Pursuant to the Repurchase Right, the
Company’s rights to repurchase the Shares at Fair Market Value continue
notwithstanding the vesting schedule set forth above.


 


The Company also has the Right of First
Refusal with respect to any of the Shares the Grantee desires to sell to a
third party pursuant to a bona-fide offer.


 


The terms and conditions of the Repurchase
Right and the Right of First Refusal are more specifically set forth in the
Purchase Agreement, attached hereto and incorporated herein by reference.


 


IN WITNESS WHEREOF, the Company and the
Grantee have executed this Notice and agree that the Shares are to be governed
by the terms and conditions of this Notice, the Plan, and the Purchase
Agreement.


 


	
   

  	
  CA HOLDING, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


THE GRANTEE ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS NOTICE, THE PURCHASE AGREEMENT, OR THE PLAN SHALL CONFER UPON
THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE
GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE
GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH
OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT
UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE
CONTRARY, THE GRANTEE’S STATUS IS AT WILL.


 


2

















 


The Grantee acknowledges receipt of a copy
of the Plan and the Purchase Agreement, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts the Shares
subject to all of the terms and provisions hereof and thereof. The Grantee has
reviewed this Notice, the Plan, and the Purchase Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this
Notice, and fully understands all provisions of this Notice, the Plan and the
Purchase Agreement. The Grantee hereby agrees that all questions of
interpretation and administration relating to this Notice, the Plan and the
Purchase Agreement shall be resolved by the Administrator in accordance with Section 14
of the Purchase Agreement. The Grantee further agrees to the venue selection
and waiver of a jury trial in accordance with Section 15 of the Purchase
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  Grantee

  



 


3














 


CA HOLDING, INC.


 


AMENDED AND RESTATED


 


2005 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK PURCHASE
AGREEMENT


 


1.             Sale and Purchase of Restricted Stock.


 


(a)           Sale and Purchase. CA Holding, Inc.,
a Delaware corporation (the “Company”), hereby issues and sells to the Grantee
(the “Grantee”) named in the Notice of Restricted Stock Award (the “Notice”),
and Grantee hereby purchases the Total Number of Shares of Series C-1
Contingent Preferred Stock (the “Shares”) at the Purchase Price per Share set
forth in the Notice (the “Purchase Price”) subject to the terms and provisions
of the Notice, this Restricted Stock Purchase Agreement (the “Purchase
Agreement”) and the Company’s Amended and Restated 2005 Equity’ Incentive Plan,
as amended from time to time (the “Plan”), which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Purchase Agreement.


 


(b)           Delivery of Payment. Concurrently with
the delivery of this Purchase Agreement to the Company, the Grantee shall
deliver to the Company the full Purchase Price for the Shares, either in cash,
check or delivery of Grantee’s promissory note with such recourse, interest,
security, and redemption provisions as the Administrator determines as
appropriate (but only to the extent that the acceptance or terms of the
promissory note would not violate an Applicable Law).


 


(c)           Rights as Stockholder. The Company shall
issue (or cause to be issued) a stock certificate evidencing such Shares promptly
after the Shares are purchased. Notwithstanding the foregoing, the rights of
the Grantee as a stockholder with respect to the Shares shall exist upon the
purchase of the Shares by the Grantee, whether or not such stock certificate
has been issued. No adjustment will be made for a dividend or other right for
which the record date is prior to the date of the purchase of the Shares by the
Grantee, except as provided in Section 10 of the Plan.


 


The Grantee shall enjoy rights as a stockholder
until such time as the Grantee disposes of the Shares or the Company and/or its
assignee(s) exercises the Repurchase Right or Right of First Refusal. Upon
such exercise, the Grantee shall have no further rights as a holder of the
Shares so purchased except the right to receive payment for the Shares so
purchased in accordance with the provisions of the Purchase Agreement, and the
Grantee shall forthwith cause the certificate(s) evidencing the Shares so
purchased to be surrendered to the Company for transfer or cancellation.


 


2.             Restriction on Transfer of the Shares. Except as otherwise provided herein, Grantee
may not, voluntarily or involuntary, sell, transfer, assign, pledge,
hypothecate or otherwise dispose of any of the Shares (or any right, title or
interest therein). Any purported transfer, except in strict compliance with the
terms and conditions of this Purchase Agreement, shall be null and void and
convey no right, title or interest in and to the Shares. Notwithstanding the
foregoing, the Shares may be transferred by the Grantee (i) upon Grantee’s
death by will or by the laws of descent and distribution, or (ii) during
Grantee’s lifetime by gift, pursuant to a domestic relation order or to members
of Grantee’s Immediate Family; provided that the Shares shall continue to be
subject to the restrictions, rights and obligations of this Agreement, and such
transfer shall be ineffective 


 

















 


unless the transferee
agrees in writing to be bound by the terms hereof as if such transferee were an
original party hereto.


 


3.             The Company’s Repurchase Rights. The Company shall have the right to
repurchase all or less than all the Shares as follows (the “Repurchase Right”)
upon termination of the Grantee’s Continuous Service:


 


(a)           Exercise. The right to
repurchase must be exercised, if at all, within ninety (90) days of the
termination of the Grantee’s Continuous Service (the “Repurchase Period”).


 


(b)           Payment Terms. The consideration
payable for the Shares upon exercise of the Repurchase Right shall be made in
cash or by cancellation of purchase money indebtedness within the Repurchase
Period. The amount of such consideration shall be (i) equal to the
original purchase price paid by Grantee for each such Share; provided, that the
right to repurchase such Shares at the original purchase price shall lapse at
the rate of at least twenty percent (20%) of the Shares subject to the Award
per year over five (5) years from the date the Award is granted, and (ii) with
respect to the Shares, other than Shares subject to repurchase at the original
purchase price pursuant to clause (i) above, not less than the Fair Market
Value of the Shares to be repurchased on the date of termination of Grantee’s
Continuous Service.


 


(c)           Termination of Repurchase
Right. The Repurchase Right described in clause (i) of Section 3(b),
shall terminate on the Registration Date. The Repurchase Right described in
clause (i) and (ii) of Section 3(b) shall terminate upon a
Corporate Transaction.


 


(d)           Additional Shares or
Substituted Securities. In the event of any transaction described in
Sections 10 or 11 of the Plan, any new, substituted or additional securities or
other property which is by reason of any such transaction distributed with
respect to the Shares shall be immediately subject to the Repurchase Right, but
only to the extent the Shares are at the time covered by such right.


 


(e)           Assignment. Whenever the
Company shall have the right to purchase Shares under the Repurchase Right, the
Company may designate and assign one or more employees, officers, directors or
stockholders of the Company or other persons or organizations, to exercise all
or a part of the Company’s Repurchase Right.


 


(f)            Non-Exercise. If the Company
and/or its assigns do not collectively elect to exercise the Repurchase Right
within the Repurchase Period or such earlier time, then the Grantee may
continue to hold the Shares, subject to the Company’s Right of First Refusal as
set forth in Paragraph 4 below.


 


4.             Company’s Right of First Refusal.


 


(a)           Transfer Notice. Neither the
Grantee nor a transferee (either being sometimes referred to herein as the “Holder”)
shall sell, hypothecate, encumber or otherwise transfer any Shares or any right
or interest therein without first complying with the provisions of . this Section 4
or obtaining the prior written consent of the Company. In the event the Holder
desires to accept a bona fide third-party offer for any or all of the Shares,
the Holder shall provide the Company with written notice (the “Transfer Notice”)
of:


 


(i)            The Holder’s intention to transfer;


 


(ii)           The name of the proposed transferee;


 


2

















 


(iii)          The number of Shares to be transferred; and


 


(iv)          The proposed transfer price or value and terms
thereof.


 


If the Grantee proposes to transfer any
Shares to more than one transferee, the Grantee shall provide a separate
Transfer Notice for the proposed transfer to each transferee. The Transfer
Notice shall be signed by both the Grantee and the proposed transferee and must
constitute a binding commitment of the Grantee and the proposed transferee for
the transfer of the Shares to the proposed transferee subject to the terms and
conditions of this Purchase Agreement.


 


(b)           Bona Fide Transfer. If the Company
determines that the information provided by the Grantee in the Transfer Notice
is insufficient to establish the bona fide nature of a proposed voluntary
transfer, the Company shall give the Grantee written notice of the Grantee’s
failure to comply with the procedure described in this Section 4, and the
Grantee shall have no right to transfer the Shares without first complying with
the procedure described in this Section 4. The Grantee shall not be
permitted to transfer the Shares if the proposed transfer is not bona fide.


 


(c)           First Refusal Exercise
Notice. The Company shall have the right to purchase (the “Right of First
Refusal”) all but not less than all, of the Shares which are described in the
Transfer Notice (the “Offered Shares”) at any time within ninety (90) days
after receipt of the Transfer Notice (the “First Refusal Period”). The Offered
Shares shall be repurchased at (i) the per share price or value and in
accordance with the terms stated in the Transfer Notice (subject to Section 4(d) below)
or (ii) the Fair Market Value of the Shares on the date on which the
purchase is to be effected if no consideration is paid pursuant to the terms
stated in the Transfer Notice, which Right of First Refusal shall be exercised
by written notice (the “First Refusal Exercise Notice”) to the Holder.


 


(d)           Payment Terms. The Company shall
consummate the purchase of the Offered Shares on the terms set forth in the
Transfer Notice within 30 days after delivery of the First Refusal Exercise
Notice; provided, however, that in the event the Transfer Notice provides for
the payment for the Offered Shares other than in cash, the Company and/or its
assigns shall have the right to pay for the Offered Shares by the discounted
cash equivalent of the consideration described in the Transfer Notice as
reasonably determined by the Administrator. Upon payment for the Offered Shares
to the Holder or into escrow for the benefit of the Holder, the Company or its
assigns shall become the legal and beneficial owner of the Offered Shares and
all rights and interest therein or related thereto, and the Company shall have
the right to transfer the Offered Shares to its own name or its assigns without
further action by the Holder.


 


(e)           Assignment. Whenever the
Company shall have the right to purchase Shares under the Right of First
Refusal, the Company may designate and assign one or more employees, officers,
directors or stockholders of the Company or other persons or organizations, to
exercise all or a part of the Company’s Right of First Refusal.


 


(f)            Non-Exercise. If the Company
and/or its assigns do not collectively elect to exercise the Right of First
Refusal within the First Refusal Period or such earlier time if the Company
and/or its assigns notifies the Holder that it will not exercise the Right of
First Refusal, then the Holder may transfer the Shares upon the terms and
conditions stated in the Transfer Notice, provided that:


 


(i)            The transfer is made within forty-five (45)
days of the earlier of (A) the date the Company and/or its assigns notify
the Holder that the Right of First Refusal will not be exercised or (B) the
expiration of the First Refusal Period; and


 


3

















 


(ii)           The transferee agrees in writing that such
Shares shall be held subject to the provisions of this Purchase Agreement.


 


The Company shall have the right to demand
further assurances from the Grantee and the transferee (in a form satisfactory
to the Company) that the transfer of the Offered Shares was actually carried
out on the terms and conditions described in the Transfer Notice. No Offered
Shares shall be transferred on the books of the Company until the Company has
received such assurances, if so demanded, and has approved the proposed
transfer as bona fide.


 


(g)           Expiration of Transfer
Period. Following such 45-day period, no transfer of the Offered Shares and
no change in the terms of the transfer as stated in the Transfer Notice
(including the name of the proposed transferee) shall be permitted without a
new written Transfer Notice prepared and submitted in accordance with the
requirements of this Right of First Refusal.


 


(h)           Termination of Right of
First Refusal. The provisions of this Right of First Refusal
shall terminate as to all Shares upon the earlier to occur of the Registration
Date or a Corporate Transaction.


 


(i)            Additional Shares or
Substituted Securities. In the event of any transaction described in
Sections 10 or 11 of the Plan, any new, substituted or additional securities or
other property which is by reason of any such transaction distributed with
respect to the Shares shall be immediately subject to the Right of First
Refusal, but only to the extent the Shares are at the time covered by such
right.


 


5.             Representations of the Grantee.


 


(a)           The Grantee acknowledges
that the Grantee has received, read and understood the Notice, the Plan and the
Purchase Agreement and agrees to abide by and be bound by their terms and
conditions.


 


(b)           Grantee is aware of the
Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision
to acquire the Securities. Grantee is acquiring these Securities for investment
for Grantee’s own account only and not with a view to, or for resale in
connection with, any “distribution” thereof within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”).


 


(c)           Grantee acknowledges and
understands that the Securities constitute “restricted securities” under the
Securities Act and have not been registered under the Securities Act in reliance
upon a specific exemption therefrom, which exemption depends upon among other
things, the bona fide nature of Grantee’s investment intent as expressed
herein. Grantee further understands that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available. Grantee further
acknowledges and understands that the Company is under no obligation to
register the Securities. Grantee understands that the certificate evidencing
the Securities will be imprinted with a legend which prohibits the transfer of
the Securities unless they are registered or such registration is not required
in the opinion of counsel satisfactory to the Company.


 


(d)          Grantee is familiar with
the provisions of Rule 701 and Rule 144, each promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted
securities” acquired, directly or indirectly from the issuer thereof; in a non
public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the
issuance of the Shares to the Grantee, such issuance will be exempt from
registration under the Securities Act. In the event the Company becomes subject
to the reporting requirements 


 


4

















 


of Section 13 or 15(d) of the Securities
Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any
market stand off agreement may require) the Securities exempt under Rule 701
may be resold, subject to the satisfaction of certain of the conditions
specified by Rule 144, including: (1) the resale being made through a
broker in an unsolicited “broker’s transaction” or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934); and, in the case of an affiliate, (2) the availability of certain
public information about the Company, (3) the amount of Securities being
sold during any three month period not exceeding the limitations specified in Rule 144(e),
and (4) the timely filing of a Form 144, if applicable.


 


In the event that the Company does not
qualify under Rule 701 at the time of the issuance of the Shares, then the
Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than
one year after the later of the date the Securities were sold by the Company or
the date the Securities were sold by an affiliate of the Company, within the
meaning of Rule 144; and, in the case of acquisition of the Securities by
an affiliate, or by a non affiliate who subsequently holds the Securities less
than two (2) years, the satisfaction of the conditions set forth in
sections (1), (2), (3) and (4) of the paragraph immediately above.


 


(e)          Grantee further
understands that in the event all of the applicable requirements of Rule 701
or 144 are not satisfied, registration under the Securities Act, compliance
with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their
own risk. Grantee understands that no assurances can be given that any such
other registration exemption will be available in such event.


 


6.             Tax Consultation. The Grantee understands that the Grantee may
suffer adverse tax consequences as a result of the Grantee’s purchase or
disposition of the Shares. The Grantee represents that the Grantee has
consulted with any tax consultants the Grantee deems advisable in connection
with the purchase or disposition of the Shares and that the Grantee is not
relying on the Company for any tax advice.


 


7.             83(b) Election. The Grantee may wish to file with the
Internal Revenue Service an election pursuant to Section 83(b) of the
Internal Revenue Code of 1986 (the “Code”), within thirty (30) days after the
purchase of the Shares, and the Grantee shall, concurrently with the filing of
such election, file a copy of such election with the Company. A description of
the tax consequences applicable to the acquisition of the Shares and the form
for making the Code Section 83(b) election are set forth in Exhibit I.
GRANTEE SHOULD CONSULT WITH HIS
OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE SHARES
AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION.
GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
HIS OR HER BEHALF.


 


8.             Taxes. The Grantee agrees to satisfy all applicable
federal, state and local income and employment tax withholding obligations and
herewith delivers to the Company the full amount of such obligations or has
made arrangements acceptable to the Company to satisfy such obligations.


 


5

















 


9.             Restrictive Legends. The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by
the Company or by state or federal securities laws:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES
LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND RIGHTS OF
FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN
THE PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. SUCH TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND RIGHT OF FIRST REFUSAL
ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


10.           Lock-Up Agreement. The Grantee, if requested by the Company and
the lead underwriter of any public offering of the Common Stock (the “Lead
Underwriter”), hereby irrevocably agrees not to sell, contract to sell, grant
any option to purchase, transfer the economic risk of ownership in, make any
short sale of, pledge or otherwise transfer or dispose of any interest in the
Shares or in any Common Stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
Common Stock (except Common Stock included in such public offering or acquired
on the public market after such offering) during the 200-day period following
the effective date of a registration statement of the Company filed under the
Securities Act of 1933, as amended, or such shorter or longer period of time as
the Lead Underwriter shall specify. The Grantee further agrees to sign such
documents as may be requested by the Lead Underwriter to effect the foregoing
and agrees that the Company may impose stop-transfer instructions with respect
to the Shares, such Common Stock or other securities subject to the lock-up
period until the end of such period. The Company and the Grantee acknowledge
that each Lead Underwriter of a public offering of the Company’s stock, during
the period of such offering and for the lock-up period thereafter, is an
intended beneficiary of this Section 9.


 


11.           Stop Transfer Notices. In order to ensure compliance with the restrictions
on transfer set forth in this Purchase Agreement, the Notice or the Plan, the
Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.


 


12.           Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Purchase Agreement or (ii) to
treat as owner of such Shares or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Shares shall have been so
transferred.


 


6

















 


13.           Entire Agreement; Governing Law. The Notice, the Plan and this Purchase
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and the Grantee with respect to the subject
matter hereof, and may not be modified adversely to the Grantee’s interest
except by means of a writing signed by the Company and the Grantee. Nothing in
the Notice, the Plan and this Purchase Agreement (except as expressly provided
therein) is intended to confer any rights or remedies on any persons other than
the parties. The Notice, the Plan and this Purchase Agreement are to be
construed in accordance with and governed by the internal laws of the State of
Delaware without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal laws of
the State of Delaware to the rights and duties of the parties. Should any
provision of the Notice, the Plan or this Purchase Agreement be determined to
be illegal or unenforceable, such provision shall be enforced to the fullest
extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.


 


14.           Construction. The captions used in the Notice and this Purchase
Agreement are inserted for convenience and shall not be deemed a part of the
Shares for construction or interpretation. Except when otherwise indicated by
the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the
context clearly requires otherwise.


 


15.           Administration and Interpretation. Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Purchase
Agreement shall be submitted by the Grantee or by the Company to the
Administrator. The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.


 


16.           Venue and Waiver of Jury Trial. The Company, the Grantee, and any assignees
of the Grantee agree that any suit, action, or proceeding arising out of or
relating to the Notice, the Plan or this Purchase Agreement shall be brought in
the United States District Court for the District of Colorado (or should such
court lack jurisdiction to hear such action, suit or proceeding, in a Colorado
state court in the City and County of Denver) and that the parties shall submit
to the jurisdiction of such court. The parties irrevocably waive, to the
fullest extent permitted by law, any objection the party may have to the laying
of venue for any such suit, action or proceeding brought in such court. THE
PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY
TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of
this Section 15 shall for any reason be held invalid or unenforceable, it
is the specific intent of the parties that such provisions shall be modified to
the minimum extent necessary to make it or its application valid and
enforceable.


 


17.           Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery, upon deposit for delivery by an internationally recognized express
mail courier service or upon deposit in the United States mail by certified
mail (if the parties are within the United States), with postage and fees
prepaid, addressed to the other party at its address as shown in these
instruments, or to such other address as such party may designate in writing
from time to time to the other party.


 


18.           Confidentiality. The Company shall provide to the Grantee, during
the period the Shares are outstanding, copies of financial statements of the
Company at least annually. The Grantee understands and agrees that such
financial statements are confidential and shall not be disclosed by the
Grantee, to any entity or person, for any reason, at any time, without the
prior written consent of the Company, unless required by law. If disclosure of
such financial statements is required by law, whether through subpoena, request
for production, deposition, or otherwise, the Grantee promptly shall provide
written notice to Company, including copies of the subpoena, request 


 


7

















 


for production,
deposition, or otherwise, within five (5) business days of their receipt
by the Grantee and prior to any disclosure so as to provide Company an
opportunity to move to quash or otherwise to oppose the disclosure.
Notwithstanding the foregoing, the Grantee may disclose the terms of such
financial statements to his or her spouse or domestic partner, and for
legitimate business reasons, to legal, financial, and tax advisors.


 


END OF AGREEMENT


 


8

















 


EXHIBIT I


 


FEDERAL INCOME TAX
CONSEQUENCES


AND SECTION 83(b) TAX
ELECTION


 


Under Code Section 83, the excess of
the Fair Market Value of the Shares on the date any forfeiture restrictions
applicable to such shares lapse over the Purchase Price paid for such shares
will be reportable as ordinary income on the lapse date. For this purpose, the
term “forfeiture restrictions” includes the right of the Corporation to
repurchase the Shares pursuant to the Repurchase Right. However, Optionee may
elect under Code Section 83(b) to be taxed at the time the Shares are
acquired, rather than when and as such Shares cease to be subject to such
forfeiture restrictions. Such election must be filed with the Internal Revenue
Service with in thirty days after the date of the Agreement, The form for
making this election is attached as part of this exhibit. FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE
THIRTY-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY OPTIONEE
AS THE FORFEITURE RESTRICTIONS LAPSE.


 


I-1

















 


SECTION 83(b) ELECTION


 


This statement is being made under Section 83(b) of
the Internal Revenue Code, pursuant to Treas. Reg. Section 1 83-2.


 


(1)                                  The taxpayer who performed the services is:


 


Name:


Address:


Taxpayer Ident. No.:


 


(2)                                  The property with respect to which the election is being made is                 
shares of the Series C-1 Contingent Preferred Stock of CA HOLDING, INC.


 


(3)                                  The property was issued on                               .


 


(4)                                  The taxable year in which the election is being made is the calendar
year         .


 


(5)                                  The property is subject to a repurchase right pursuant to which the
issuer has the right to acquire the property at the original purchase price if
for any reason taxpayer’s employment with the issuer is terminated. The issuer’s
repurchase right lapses in a series of installments over a five (5) year
period ending on                       ,
      .


 


(6)                                  The fair market value at the time of transfer (determined without regard
to any restriction other than a restriction which by its terms will never
lapse) is $0.10 per share.


 


(7)                                  The amount paid for such property is $0.10 per share.


 


(8)                                  A copy of this statement was furnished to CA HOLDING, INC. for whom
taxpayer rendered the services underlying the transfer of property.


 


(9)                                  This statement is executed on                               .


 


 


	
   

  	
   

  	
   

  
	
  Spouse (if any) of Taxpayer

  	
   

  	
  Taxpayer

  



 


This election must be filed with
the Internal Revenue Service Center with which taxpayer files his or her
federal income tax returns and must be made within thirty days after the
execution date of the Stock Purchase Agreement. This filing should be made by
registered or certified mail, return receipt requested. Taxpayer must retain
two copies of the completed form for fling with his or her federal and state
tax returns for the current tax year and an additional copy for his or her
records.


 


I-2