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EXHIBIT 10.35 COINMACH SERVICE CORP.2004 LONG-TERM INCENTIVE PLAN




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COINMACH SERVICE CORP.2004 LONG-TERM INCENTIVE PLAN SECTION 1 GENERAL 1.1 Purpose. The Coinmach Service Corp. 2004 Long-Term Incentive Plan (the Plan) has
been established by Coinmach Service Corp. (the Company) to (i) attract and retain persons
eligible to participate in the Plan; (ii) motivate Participants, by means of appropriate
incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that
are competitive with those of other similar companies; and (iv) further align Participants
interests with those of the Companys other shareholders through compensation that is based on the
Companys securities; and thereby promote the long-term financial interest of the Company and the
Subsidiaries, including the growth in value of the Companys equity and the enhancement of
long-term investors return. 1.2 Participation. Subject to the terms and conditions of the Plan, the Committee
shall determine and designate, from time to time, from among the Eligible Individuals, those
persons who will be granted one or more Awards under the Plan, and thereby become Participants in
the Plan. 1.3 Operation, Administration, and Definitions. The operation and administration of
the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 5
(relating to operation and administration). Capitalized terms in the Plan shall be defined as set
forth in the Plan (including the definition provisions of Section 9). SECTION 2 OPTIONS AND SARS 2.1 Definitions. (a) The grant of an Option entitles the Participant to purchase Shares at an Exercise
Price established by the Committee. Any Option granted under this Section 2 may be either
an incentive stock option (an ISO) or a non-qualified option (an NQO), as determined in
the discretion of the Committee. An ISO is an Option that is intended to satisfy the
requirements applicable to an incentive stock option described in section 422(b) of the
Code. An NQO is an Option that is not intended to be an incentive stock option as that
term is described in section 422(b) of the Code. (b) A stock appreciation right (an SAR) entitles the Participant to receive, in cash
or Shares (as determined in accordance with subsection 5.7), value equal to (or otherwise
based on) the excess of: (a) the Fair Market Value of a specified number of Shares at the
time of exercise; over (b) an Exercise Price established by the Committee. 2.2 Exercise Price. The Exercise Price of each Option and SAR granted under this
Section 2 shall be established by the Committee or shall be determined by a method established




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by the Committee at the time the Option or SAR is granted. The Exercise Price of
an incentive stock option shall not be less than 100% of the Fair Market Value of a Share on the
date of grant (or, if greater, the par value of a Share). 2.3 Exercise. An Option and an SAR shall become vested and exercisable in accordance
with such terms and conditions and during such periods as may be established by the Committee and
set forth in the applicable Award Agreement; provided, however, that notwithstanding any vesting
dates set by the Committee in such Award Agreement, the Committee may, in its sole discretion,
accelerate the exercisability of any Option or SAR, which acceleration shall not affect the terms
and conditions of such Option or SAR other than with respect to exercisability. If an Option or
SAR is exercisable in installments, such installments or portions thereof which become exercisable
shall remain exercisable until the Award expires. In no event, however, shall an Option or SAR
expire later than ten years after the date of its grant. 2.4 Payment of Option Exercise Price. The payment of the Exercise Price of an Option
granted under this Section 2 shall be subject to the following: (a) Subject to the following provisions of this subsection 2.4, the full Exercise Price
for Shares purchased upon the exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise arrangement approved by the Committee and
described in paragraph 2.4(c), payment may be made as soon as practicable after the
exercise). (b) Subject to applicable law, the Exercise Price shall be payable in cash or by
tendering, by either actual delivery of shares or by attestation, Shares acceptable to the
Committee, and valued at Fair Market Value as of the day of exercise, or in any combination
thereof, as determined by the Committee; provided that, except as otherwise provided by the
Committee, payments made with Shares in accordance with this paragraph (b) shall be limited
to Shares held by the Participant for not less than six months prior to the payment date. (c) Subject to applicable law and the procedures established by the Committee, the
Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of
an Option by irrevocably authorizing a third party to sell Shares (or a sufficient portion
of the Shares) acquired upon exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price and any tax withholding
resulting from such exercise. 2.5 No Repricing. Except for either adjustments pursuant to paragraph 5.2(f) (relating
to the adjustment of shares), or reductions of the Exercise Price approved by the Companys
stockholders, the Exercise Price for any outstanding Option may not be decreased after the date of
grant nor may an outstanding Option granted under the Plan be surrendered to the Company as
consideration for the grant of a replacement Option with a lower exercise price. 2.6 Grants of Options and SARs. An Option may but need not be in tandem with an SAR,
and an SAR may but need not be in tandem with an Option (in either case, regardless of whether the
original award was granted under this Plan or another plan or arrangement.) If an -2-




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Option is in tandem with an SAR, the exercise price of both the Option
and SAR shall be the same, and the exercise of the Option or SAR with respect to a share of Stock
shall cancel the corresponding tandem SAR or Option right with respect to such share. If an SAR is
in tandem with an Option but is granted after the grant of the Option, or if an Option is in tandem
with an SAR but is granted after the grant of the SAR, the later granted tandem Award shall have
the same exercise price as the earlier granted Award, but the exercise price for the later granted
Award may be less than the Fair Market Value of a Share at the time of such grant. 2.7 Required Notice of ISO Share Disposition. Each Participant awarded an ISO under
the Plan shall notify the Company in writing immediately after the date he or she makes a
disqualifying disposition of any Share acquired pursuant to the exercise of such ISO. A
disqualifying disposition is any disposition (including any sale) of such Share before the later of
(A) two years after the date of grant of the Incentive Stock Option or (B) one year after the date
the Participant acquired the Stock by exercising the ISO. SECTION 3 FULL VALUE AWARDS 3.1 Definition. A Full Value Award is a grant of one or more Shares or a right to
receive one or more Shares in the future, with such grant subject to one or more of the following,
as determined by the Committee: (a) The grant shall be in consideration of a Participants previously performed
services, or surrender of other compensation that may be due. (b) The grant shall be contingent on the achievement of performance or other objectives
during a specified period. (c) The grant shall be subject to a risk of forfeiture or other restrictions that will
lapse upon the achievement of one or more goals relating to completion of service by the
Participant, or achievement of performance or other objectives. The grant of Full Value Awards may also be subject to such other conditions, restrictions and
contingencies, as determined by the Committee. 3.2 Restrictions on Awards. The Committee may designate a Full Value Award granted to
any Participant as Performance-Based Compensation. To the extent required by Code section 162(m),
any Full Value Award so designated shall be conditioned on the achievement of one or more
performance objectives. The performance objectives shall be based on the Performance Measures
selected by the Committee. For Awards under this Section 3 intended to be Performance-Based
Compensation, the grant of the Awards and the establishment of the Performance Measures shall be
made during the period required under Code section 162(m). SECTION 4 CASH INCENTIVE AWARDS -3-




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A Cash Incentive Award is the grant of a right to receive a payment of cash (or in the
discretion of the Committee, Shares having value equivalent to the cash otherwise payable) that is
contingent on achievement of performance objectives over a specified period established by the
Committee. The grant of Cash Incentive Awards may also be subject to such other conditions,
restrictions and contingencies, as determined by the Committee. The Committee may designate a Cash
Incentive Award granted to any Participant as Performance-Based Compensation. To the extent
required by Code section 162(m), any such Award so designated shall be conditioned on the
achievement of one or more Performance Measures, as selected by the Committee. For Awards under
this Section 4 intended to be Performance-Based Compensation, the grant of the Awards and the
establishment of the Performance Measures shall be made during the period required under Code
section 162(m). SECTION 5 OPERATION AND ADMINISTRATION 5.1 Effective Date. The Plan shall be effective as of the effective date of adoption
by the Board (the Effective Date). In the event of Plan termination, the terms of the Plan shall
remain in effect as long as any Awards under it are outstanding; provided, however, that no Awards
may be granted under the Plan after the ten-year anniversary of the most recent date on which it is
approved by the Company shareholders. 5.2 Shares and Other Amounts Subject to Plan. The Shares for which Awards may be
granted under the Plan shall be subject to the following: (a) The Shares with respect to which Awards may be made under the Plan shall be Shares
currently authorized but unissued or, to the extent permitted by applicable law, currently
held or acquired by the Company as treasury shares, including shares purchased in the open
market or in private transactions. (b) Subject to the following provisions of this subsection 5.2, the maximum number of
Shares that may be delivered to Participants and their beneficiaries under the Plan shall be
15% of the aggregate number of Class A common stock and Class B common stock outstanding as
of the Effective Date. (c) To the extent provided by the Committee, any Award may be settled in cash rather
than Shares. (d) Only Shares, if any, actually delivered to the Participant or beneficiary on an
unrestricted basis with respect to an Award shall be treated as delivered for purposes of
the determination under paragraph (b) above, regardless of whether the Award is denominated
in Shares or cash. Consistent with the foregoing: (i) To the extent any Shares covered by an Award are not delivered to a
Participant or beneficiary because the Award is forfeited or canceled, or the Shares
are not delivered on an unrestricted basis (including, without limitation, by reason
of the Award being settled in cash or used to satisfy the applicable tax -4-




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withholding obligation), such Shares shall not be deemed to have been delivered
for purposes of the determination under paragraph (b) above. (ii) If the exercise price of any Option granted under the Plan or any Prior
Plan, or the tax withholding obligation with respect to any Award granted under the
Plan or any Prior Plan, is satisfied by tendering Shares to the Company (by either
actual delivery or by attestation), only the number of Shares issued net of the
Shares tendered shall be deemed delivered for purposes of determining the number of
Shares available for delivery under the Plan. (e) Subject to paragraph 5.2(f), the following additional maximums are imposed under
the Plan. (i) The maximum number of Shares that may be delivered to Participants and
their beneficiaries with respect to ISOs granted under the Plan shall be 15% of the
aggregate number of Class A common stock and Class B common stock outstanding as of
the Effective Date; provided, however, that to the extent that Shares not delivered
must be counted against this limit as a condition of satisfying the rules applicable
to ISOs, such rules shall apply to the limit on ISOs granted under the Plan. (ii) The maximum number of Shares that may be covered by Awards granted to any
one Participant during any one calendar-year period pursuant to Section 2 (relating
to Options and SARs) shall be 1.5% of the aggregate number of Class A common stock
and Class B common stock outstanding as of the Effective Date. For purposes of this
paragraph (ii), if an Option is in tandem with an SAR, such that the exercise of the
Option or SAR with respect to a Share cancels the tandem SAR or Option right,
respectively, with respect to such Share, the tandem Option and SAR rights with
respect to each Share shall be counted as covering but one Share for purposes of
applying the limitations of this paragraph (ii). (iii) The maximum number of Shares that may be issued in conjunction with
Awards granted pursuant to Section 3.1 (relating to Full Value Awards) shall be 15%
of the aggregate number of Class A common stock and Class B common stock outstanding
as of the Effective Date. (iv) For Full Value Awards that are intended to be Performance-Based
Compensation, no more than 1.5% of the aggregate number of Class A common stock and
Class B common stock outstanding as of the Effective Date. Shares may be delivered
pursuant to such Awards granted to any one Participant with respect to any
one-calendar-year period (regardless of whether settlement of the Award is to occur
prior to, at the time of, or after the time of vesting); provided that Awards
described in this paragraph (iv) that are intended to be Performance-Based
Compensation shall be subject to the following: -5-




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(A) If the Awards are denominated in Shares but an equivalent amount of
cash is delivered in lieu of delivery of Shares, the foregoing limit shall
be applied based on the methodology used by the Committee to convert the
number of Shares into cash. (B) If delivery of Shares or cash is deferred until after Shares have
been earned, any adjustment in the amount delivered to reflect actual or
deemed investment experience after the date the shares are earned shall be
disregarded. (v) For Cash Incentive Awards that are intended to be Performance-Based
Compensation, the maximum amount payable to any Participant with respect to any
performance period shall equal $100,000 multiplied by the number of calendar months
included in that performance period; provided that Awards described in this
paragraph (v) that are intended to be Performance-Based Compensation, shall be
subject to the following: (A) If the Awards are denominated in cash but an equivalent amount of
Shares is delivered in lieu of delivery of cash, the foregoing limit shall
be applied to the cash based on the methodology used by the Committee to
convert the cash into Shares. (B) If delivery of Shares or cash is deferred until after cash has been
earned, any adjustment in the amount delivered to reflect actual or deemed
investment experience after the date the cash is earned shall be
disregarded. (f) In the event of a corporate transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries,
combination or exchange of shares), the Committee may adjust Awards to preserve the benefits
or potential benefits of the Awards. Action by the Committee may include: (i) adjustment of
the number and kind of securities which may be delivered under the Plan; (ii) adjustment of
the number and kind of Shares subject to outstanding Awards; (iii) adjustment of the
Exercise Price of outstanding Options and SARs; and (iv) any other adjustments that the
Committee determines to be equitable (which may include, without limitation, (I) replacement
of Awards with other Awards which the Committee determines have comparable value and which
are based on securities of a company resulting from the transaction, and (II) cancellation
of the Award in return for cash payment of the current value of the Award, determined as
though the Award is fully vested at the time of payment, provided that in the case of an
Option or SAR, the amount of such payment may be the excess of value of the Share subject to
the Option or SAR at the time of the transaction over the Exercise Price). (g) With respect to any of the individual or Plan Share limitations set forth in this
Section 5.2, such limitations shall apply to the usage of shares of Stock or IDSs -6-




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together, and they shall be counted for such purposes as if they were a single security
of the Company. 5.3 Performance-Based Compensation. Any Award under the Plan which is intended to be
Performance-Based Compensation shall be conditioned on the achievement of one or more objective
performance measures, to the extent required by Code section 162(m) as may be determined by the
Committee. (a) Performance Measures may be based on any one or more of the following: earnings (e.g.,
earnings before interest and taxes; earnings before interest, taxes, depreciation and
amortization; or earnings per share); financial return ratios (e.g., return on investment;
return on invested capital; return on equity; or return on assets); increase in revenue,
operating or net cash flows; cash flow return on investment; total shareholder return;
market share; net operating income, operating income or net income; debt load reduction;
expense management; economic value added; stock price; distributions per Share; aggregate
distributions; and strategic business objectives, consisting of one or more objectives based
on meeting specific cost targets, business expansion goals, financing goals and goals
relating to acquisitions or divestitures. Performance measures may be based on the
performance of the Company as a whole or of any one or more business units of the Company
and may be measured relative to a peer group or an index. (b) The terms of any such Award may provide that partial achievement of the Performance
Measures may result in a payment or vesting based upon the degree of achievement. (c) In establishing any Performance Measures, the Committee may provide for the exclusion of
the effects of the following items, to the extent identified in the audited financial
statements of the Company, including footnotes, or in the Management Discussion and Analysis
section of the Companys annual report: (i) extraordinary, unusual, and/or nonrecurring
items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes
in tax or accounting principles, regulations or laws; or (iv) mergers or acquisitions. To
the extent not specifically excluded, such effects shall be included in any applicable
Performance Measure. 5.4 General Restrictions. Delivery of Shares or other amounts under the Plan shall be
subject to the following: (a) Notwithstanding any other provision of the Plan, the Company shall have no
obligation to deliver any Shares or make any other distribution of benefits under the Plan
unless such delivery or distribution complies with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable requirements
of any securities exchange or similar entity. (b) To the extent that the Plan provides for issuance of certificates to reflect the
issuance of Shares, the issuance may be effected on a non-certificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange. -7-




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5.5 Tax Withholding. All distributions under the Plan are subject to withholding of
all applicable taxes, and the Committee may condition the delivery of any shares or other benefits
under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise
provided by the Committee, such withholding obligations may be satisfied (i) through cash payment
by the Participant; (ii) through the surrender of Shares which the Participant already owns
(provided, however, that to the extent shares described in this clause (ii) are used to satisfy
more than the minimum statutory withholding obligation, as described below, then, except as
otherwise provided by the Committee, payments made with Shares in accordance with this clause (ii)
shall be limited to Shares held by the Participant for not less than six months prior to the
payment date); or (iii) through the surrender of Shares to which the Participant is otherwise
entitled under the Plan, provided, however, that such Shares under this clause (iii) may be used to
satisfy not more than the Companys minimum statutory withholding obligation (based on minimum
statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income). 5.6 Grant and Use of Awards. In the discretion of the Committee, a Participant may be
granted any Award permitted under the provisions of the Plan, and more than one Award may be
granted to a Participant. Subject to subsection 2.5 (relating to repricing), Awards may be granted
as alternatives to or replacement of awards granted or outstanding under the Plan, or any other
plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business
or entity, all or a portion of which is acquired by the Company or a Subsidiary). Subject to the
overall limitation on the number of Shares that may be delivered under the Plan, the Committee may
use available Shares as the form of payment for compensation, grants or rights earned or due under
any other compensation plans or arrangements of the Company or a Subsidiary, including the plans
and arrangements of the Company or a Subsidiary assumed in business combinations. Notwithstanding
the provisions of subsection 2.2, Options and SARs granted under the Plan in replacement for awards
under plans and arrangements of the Company or a Subsidiary assumed in business combinations may
provide for exercise prices that are less than the Fair Market Value of the Share at the time of
the replacement grants, if the Committee determines that such exercise price is appropriate to
preserve the economic benefit of the award. 5.7 Dividends and Dividend Equivalents. An Award (including without limitation an
Option or SAR Award) may provide the Participant with the right to receive dividend or dividend
equivalent payments with respect to Share subject to the Award (both before and after the Share
subject to the Award is earned, vested, or acquired), which payments may be either made currently
or credited to an account for the Participant, and may be settled in cash or additional Shares, as
determined by the Committee. Any such settlements, and any such crediting of dividends or dividend
equivalents or reinvestment in Shares, may be subject to such conditions, restrictions and
contingencies as the Committee shall establish, including the reinvestment of such credited amounts
in Share equivalents. 5.8 Privileges of Share Ownership. Except as otherwise specifically provided in the
Plan, no person shall be entitled to the privileges of ownership in respect of Shares which are
subject to Awards hereunder until such Shares have been issued to that person. 5.9 Settlement of Awards. The obligation to make payments and distributions with
respect to Awards may be satisfied through cash payments, the delivery of Shares, the granting -8-




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of
replacement Awards, or combination thereof as the Committee shall determine. Satisfaction of any
such obligations under an Award, which is sometimes referred to as settlement of the Award, may
be subject to such conditions, restrictions and contingencies as the Committee shall determine.
The Committee may permit or require the deferral of any Award payment, subject to such rules and
procedures as it may establish, which may include provisions for the payment or crediting of
interest or dividend equivalents, and may include converting such credits into deferred Share
equivalents. Each Subsidiary shall be liable for payment of cash due under the Plan with respect
to any Participant to the extent that such benefits are attributable to the services rendered for
that Subsidiary by the Participant. Any disputes relating to liability of a Subsidiary for cash
payments shall be resolved by the Committee. 5.10 Transferability. Except as otherwise provided by the Committee, Awards under the
Plan are not transferable except as designated by the Participant by will or by the laws of descent
and distribution. 5.11 Form and Time of Elections. Unless otherwise specified herein, each election
required or permitted to be made by any Participant or other person entitled to benefits under the
Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the
Committee at such times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall require. 5.12 Agreement With Company. An Award under the Plan shall be subject to such terms
and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion,
prescribe. The terms and conditions of any Award to any Participant shall be reflected in such
form of written (including electronic) document as is determined by the Committee. A copy of such
document shall be provided to the Participant, and the Committee may, but need not require that the
Participant sign a copy of such document. Such document is referred to in the Plan as an Award
Agreement regardless of whether any Participant signature is required. 5.13 Action by Company or Subsidiary. Any action required or permitted to be taken by
the Company or any Subsidiary shall be by resolution of its board of directors, or by action of one
or more members of the board (including a committee of the board) who are duly authorized to act
for the board, or (except to the extent prohibited by applicable law or applicable rules of any
stock exchange) by a duly authorized officer of such company. 5.14 Gender and Number. Where the context admits, words in any gender shall include
any other gender, words in the singular shall include the plural and the plural shall include the
singular. 5.15 Limitation of Implied Rights. (a) Neither a Participant nor any other person shall, by reason of participation in the
Plan, acquire any right in or title to any assets, funds or property of the Company or
any Subsidiary whatsoever, including, without limitation, any specific funds, assets,
or other property which the Company or any Subsidiary, in its sole discretion, may set aside
in anticipation of a liability under the Plan. A Participant shall have only a contractual -9-




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right to the Shares or amounts, if any, payable under the Plan, unsecured by any assets of
the Company or any Subsidiary, and nothing contained in the Plan shall constitute a
guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any
benefits to any person. (b) The Plan does not constitute a contract of employment, and selection as a
Participant will not give any participating employee the right to be retained in the employ
of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan,
unless such right or claim has specifically accrued under the terms of the Plan. Except as
otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof
any rights as a shareholder of the Company prior to the date on which the individual
fulfills all conditions for receipt of such rights. 5.16 Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person acting on it considers pertinent and
reliable, and signed, made or presented by the proper party or parties. 5.17 Payments to Persons Other Than Participants. If the Committee shall find that any
person to whom any amount is payable under the Plan is unable to care for his affairs because of
illness or accident, or is a minor, or has died, then any payment due to such person or his estate
(unless a prior claim therefor has been made by a duly appointed legal representative) may, if the
Committee so directs the Company, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the Committee to be a
proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be
a complete discharge of the liability of the Committee and the Company therefor. 5.18 Governing Law. The Plan shall be governed by and construed in accordance with the
internal laws of the State of New York, without regard to the conflict of law provisions of any
jurisdiction. 5.19 Severability. If any provision of the Plan or any Award agreement is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or
Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if it
cannot be construed or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full
force and effect. SECTION 6 CHANGE IN CONTROL 6.1 Subject to the provisions of paragraph 5.2(f) (relating to the adjustment of shares), and
except as otherwise provided in the Plan or the Award Agreement reflecting the applicable Award: -10-




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(a) If a Participant who is employed by (or a director of or consultant to) the
Company or an Affiliate at the time of a Change in Control then holds one or more
outstanding Options, all such Options (regardless of whether in tandem with SARs) then held
by the Participant shall become fully exercisable on and after the date of the Change in
Control (subject to the expiration provisions otherwise applicable to the Options), and any
Shares purchased by the Participant under such Option following such Change in Control shall
be fully vested upon exercise. (b) If a Participant who is employed by the Company or an Affiliate at the time of a
Change in Control then holds one or more outstanding SARs, all such SARs (regardless of
whether in tandem with Options) then held by the Participant shall become fully exercisable
on and after the date of the Change in Control (subject to the expiration provisions
otherwise applicable to the SARs), and any cash or stock acquired by the Participant under
such SAR following such Change in Control shall be fully vested upon exercise. (c) If a Participant who is employed by the Company or an Affiliate at the time of a
Change in Control then holds one or more Full Value Awards or Cash Incentive Awards, such
Awards shall become fully vested on the date of the Change in Control; provided that, if the
amount of the award or the vesting is to be determined based on the level of performance
achieved, the target level of performance shall be deemed to have been achieved. SECTION 7 COMMITTEE 7.1 Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in a committee (the Committee) in accordance with this
Section 7. The Committee shall be selected by the Board and, at any time after the common equity
securities of the Company are publicly traded, shall consist solely of two or more members of the
Board who are not employees of the Company or any Subsidiary. If the Committee does not exist, or
for any other reason determined by the Board, and to the extent not prohibited by applicable law or
the applicable rules of any stock exchange, the Board may take any action under the Plan that would
otherwise be the responsibility of the Committee. 7.2 Powers of Committee. The Committees administration of the Plan shall be subject
to the following: (a) Subject to the provisions of the Plan, the Committee will have the authority and
discretion to select from among the Eligible Individuals those persons who shall receive
Awards, to determine the time or times of receipt, to determine the types of Awards and the
number of shares covered by the Awards, to establish the terms,
conditions, performance criteria, restrictions, and other provisions of such Awards,
and (subject to the restrictions imposed by Section 8) to amend, cancel, or suspend Awards. -11-




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(b) To the extent that the Committee determines that the restrictions imposed by the
Plan preclude the achievement of the material purposes of the Awards in jurisdictions
outside the United States, the Committee will have the authority and discretion to modify
those restrictions as the Committee determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions outside of the United States. (c) The Committee will have the authority and discretion to interpret the Plan, to
establish, amend, and rescind any rules and regulations relating to the Plan, to determine
the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all
other determinations that may be necessary or advisable for the administration of the Plan. (d) The Committee will have the authority and discretion to establish, amend and
terminate any sub-plan or program under the Plan, that is not inconsistent with the terms of
the Plan, at any time and from time to time. (e) Any interpretation of the Plan by the Committee and any decision made by it under
the Plan is final and binding on all persons. (f) In controlling and managing the operation and administration of the Plan, the
Committee shall take action in a manner that conforms to the articles and by-laws of the
Company, and applicable state corporate law. 7.3 Delegation by Committee. Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate all or any part of
its responsibilities and powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time. 7.4 Information to be Furnished to Committee. The Company and Subsidiaries shall
furnish the Committee with such data and information as it determines may be required for it to
discharge its duties. The records of the Company and Subsidiaries as to an employees or
Participants employment, termination of employment, leave of absence, reemployment and
compensation shall be conclusive on all persons unless determined to be incorrect. Participants
and other persons entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms of the Plan. 7.5 Committee Liability. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Award hereunder. SECTION 8 AMENDMENT AND TERMINATION The Board may, at any time, amend or terminate the Plan, and the Board or the Committee may
amend any Award Agreement or cancel any Award thereto for granted, prospectively or retroactively,
provided that no amendment, cancellation or termination may, in -12-




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the absence of written consent to
the change by the affected Participant (or, if the Participant is not then living, the affected
beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted
under the Plan prior to the date such amendment is adopted by the Board (or the Committee, if
applicable); and further provided that adjustments pursuant to paragraph 5.2(f) shall not be
subject to the foregoing limitations of this Section 8; and further provided, that the provisions
of subsection 2.5 (relating to Option repricing) cannot be amended unless the amendment is approved
by the Companys stockholders; and further provided, that no such amendment or termination shall be
made without shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan (including as necessary to comply with any applicable
stock exchange listing requirement or to prevent the Company from being denied a tax deduction on
account of Section 162(m) of the Code). SECTION 9 DEFINED TERMS In addition to the other definitions contained herein, the following definitions shall apply: (a) Affiliate. The term Affiliate means, with respect to any specified Person,
any other Person who directly or indirectly through one or more intermediaries controls, or
is controlled by, or is under common control with, such specified Person. The term
control means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise; and the terms controlling and controlled
have meanings correlative of the foregoing. (b) Award. The term Award means any, individually or collectively, award or
benefit granted under the Plan, including, without limitation, the grant of Options, SARs,
Full Value Awards, and Cash Incentive Awards. (c) Board. The term Board means the Board of Directors of the Company. (d) Change in Control. Except as otherwise provided by the Committee in an
Award Agreement, the term Change in Control means the occurrence of one or more of the
following events: (i) any person or group (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act), other than any Permitted Holder, is or becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, directly or
indirectly, of a majority of the total outstanding Voting Stock of the Company as
measured by voting power; provided that there shall be no Change of Control
pursuant to this clause (i) if one or more Permitted Holders continue to have the
right or ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board; or (ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board (together with any new directors
whose election to such Board, or whose nomination for election by the -13-




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stockholders
of the Company, was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose election
or nomination for election was previously so approved) cease for any reason to
constitute a majority of such Board then in office; provided, however,
there shall be no Change of Control pursuant to this clause (ii) if during such
two-year period the Permitted Holders continue to own, directly or indirectly, a
majority of the Voting Stock of the Company as measured by voting power; or (iii) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company to any Person or group, together with any Affiliates thereof, that are not
controlled, directly or indirectly, by the Permitted Holders. (iv) Capitalized terms used in the definition of Change of Control and
Affiliate not defined elsewhere in the Plan shall have the following meanings: (A) Exchange Act means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto. (B) Permitted Holder means (i) GTCR-CLC, LLC or any Affiliate thereof
and (ii) members of management and directors of the Company as of November 24, 2004. (C) Person means an individual, partnership, corporation,
unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof. (D) Voting Stock means, with respect to the Company, securities of
any class or classes of stock entitling the holders thereof (whether at all times or
only so long as no senior class of stock has voting power by reason of any
contingency) to vote in the election of members of the Board. Notwithstanding the foregoing, a public offering of common stock by the Company pursuant to
a registration statement shall not constitute a Change in Control. (e) Code. The term Code means the Internal Revenue Code of 1986, as amended.
A reference to any provision of the Code shall include reference to any successor provision
of the Code. (f) Eligible Individual. For purposes of the Plan, the term Eligible
Individual means any employee of the Company or a Subsidiary, and any consultant, director,
or other person or entity providing services to the Company or a Subsidiary; provided,
however, that an ISO may only be granted to an employee of the Company or a Subsidiary. An
Award, other than an ISO, may be granted to an employee or other individual or entity
providing services, in connection with hiring, retention or otherwise, prior to the date the
employee first performs services for the Company or the
Subsidiaries, provided that such Awards shall not become vested prior to the date the
employee or service provider first performs such services. -14-




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(g) Fair Market Value. Except as otherwise provided by the Committee, for
purposes of determining the Fair Market Value of a Share as of any date, the following
rules shall apply: (i) If the principal market for the Share is a national securities exchange or
the Nasdaq stock market, then the Fair Market Value as of that date shall be the
average of the lowest and highest reported sale prices of a Share on that date on
the principal exchange or market on which the Share is then listed or admitted to
trading. (ii) If sale prices are not available or if the principal market for the Share
is not a national securities exchange and the Share is not quoted on the Nasdaq
stock market, then the Fair Market Value as of that date shall be the average of
the highest bid and lowest asked prices for the Stock on such day as reported on the
Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated
or a comparable service. (iii) If the day is not a business day, and as a result, paragraphs (i) and
(ii) above are inapplicable, the Fair Market Value of a Share shall be determined as
of the next earlier business day. If paragraphs (i) and (ii) above are otherwise
inapplicable, then the Fair Market Value of the Share shall be determined in good
faith by the Committee. (iv) Notwithstanding the foregoing, the Fair Market Value for awards granted as
of the Effective Date shall be as determined in good faith by the Committee. (h) Performance-Based Compensation. The term Performance-Based Compensation
shall have the meaning ascribed to it under Code section 162(m) and the regulations
thereunder. (i) Share. The term Share means, interchangeably under the provisions of this
Plan, a share of Class A common stock, par value $0.01, of the Company, or an Income
Depository Security of the Company (IDS). (j) Subsidiary. The term Subsidiary means any company during any period in
which it is a subsidiary corporation (as that term is defined in Code section 424(f)) with
respect to the Company. -15-