rentech_8k-ex1001.htm


    EXHIBIT
10.1


      


      RENTECH, INC.

      


      2009
INCENTIVE AWARD PLAN

      


      ARTICLE
1.

      


      PURPOSE

      


      The purpose of the Rentech, Inc.
2009 Incentive Award Plan (the “Plan”) is to promote
the success and enhance the value of Rentech, Inc. (the “Company”) by linking
the personal interests of certain members of the Board, Employees, and
Consultants to those of Company stockholders and by providing such individuals
with an incentive for outstanding performance to generate superior returns to
Company stockholders. The Plan is further intended to provide flexibility to the
Company in its ability to motivate, attract, and retain the services of certain
members of the Board, Employees, and Consultants upon whose judgment, interest,
and special effort the successful conduct of the Company’s operation is largely
dependent.

      


      


      ARTICLE
2.

      


      DEFINITIONS
AND CONSTRUCTION

      


      Wherever the following terms are used
in the Plan they shall have the meanings specified below, unless the context
clearly indicates otherwise. The singular pronoun shall include the plural where
the context so indicates.

      


      2.1           “Award” means an
Option, a Restricted Stock award, a Stock Appreciation Right award, a
Performance Share award, a Performance Stock Unit award, a Dividend Equivalents
award, a Stock Payment award, a Deferred Stock award, a Restricted Stock Unit
award, a Performance Bonus Award, or a Performance-Based Award granted to a
Participant pursuant to the Plan.

      


      2.2           “Award Agreement”
means any written agreement, contract, or other instrument or document
evidencing an Award, including through electronic medium.

      


      2.3           “Board” means the
Board of Directors of the Company.

      


      2.4           “Change in Control”
means:

      


      (a)           A
transaction or series of transactions (other than an offering of Stock to the
general public through a registration statement filed with the Securities and
Exchange Commission) whereby any “person” or related “group” of “persons” (as
such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other
than the Company, any of its subsidiaries, an employee benefit plan maintained
by the Company or any of its subsidiaries or a “person” that, prior to such
transaction, directly or indirectly controls, is controlled by, or is under
common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Company possessing more than 50% of the total combined voting
power of the Company’s securities outstanding immediately after such
acquisition; or

      


      (b)           During
any twelve-month period, individuals who, at the beginning of such period,
constitute the Board together with any new director(s) (other than a director
designated by a person who shall have entered into an agreement with the Company
to effect a transaction described in Section 2.4(a) or Section 2.4(c))
whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least a majority of the directors then
still in office who either were directors at the beginning of the twelve-month
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or

      


      (c)           The
consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of
(x) a merger, consolidation, reorganization, or business combination or
(y) a sale or other disposition of all or substantially all of the
Company’s assets in any single transaction or series of related transactions or
(z) the acquisition of assets or stock of another entity, in each case
other than a transaction:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (i)           Which
results in the Company’s voting securities outstanding immediately before the
transaction continuing to represent (either by remaining outstanding or by being
converted into voting securities of the Company or the person that, as a result
of the transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Company’s assets or
otherwise succeeds to the business of the Company (the Company or such person,
the “Successor
Entity”)) directly or indirectly, at least a majority of the combined
voting power of the Successor Entity’s outstanding voting securities immediately
after the transaction, and

      


      (ii)           After
which no person or group beneficially owns voting securities representing 35% or
more of the combined voting power of the Successor Entity; provided, however, that no person or
group shall be treated for purposes of this Section 2.4(c)(ii) as
beneficially owning 35% or more of combined voting power of the Successor Entity
solely as a result of the voting power held in the Company prior to the
consummation of the transaction; or

      


      (d)           The
Company’s stockholders approve a liquidation or dissolution of the
Company.

      


      The
Committee shall have full and final authority, which shall be exercised in its
discretion, to determine conclusively whether a Change in Control of the Company
has occurred pursuant to the above definition, and the date of the occurrence of
such Change in Control and any incidental matters relating
thereto.  Notwithstanding anything herein or in any Award Agreement to
the contrary, if a Change in Control constitutes a payment event with respect to
any Award which provides for a deferral of compensation that is subject to
Section 409A of the Code, the transaction or event described in subsection (a),
(b), (c) or (d) must also constitute a “change in control event,” as defined in
Treasury Regulation §1.409A-3(i)(5), in order to constitute a Change in Control
for purposes of payment of such Award.

      


      2.5           “Code” means the
Internal Revenue Code of 1986, as amended, together with the regulations and
other official guidance promulgated thereunder.

      


      2.6           “Committee” means the
committee of the Board described in Article 12.

      


      2.7           “Consultant” means any
consultant or adviser if: (a) the consultant or adviser renders bona fide
services to the Company; (b) the services rendered by the consultant or
adviser are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities; and (c) the consultant or
adviser is a natural person who has contracted directly with the Company to
render such services.

      


      2.8           “Covered Employee”
means an Employee who is, or could be, a “covered employee” within the meaning
of Section 162(m) of the Code.

      


      2.9           “Deferred Stock” means
a right to receive a specified number of shares of Stock during specified time
periods pursuant to Section 8.5.

      


      2.10           “Disability” means
that the Participant qualifies to receive long-term disability payments under
the Company’s long-term disability insurance program, as it may be amended from
time to time or, if no such plan is applicable to a Participant, as determined
in the sole discretion of the Committee.  Notwithstanding anything
herein or in any Award Agreement to the contrary, if a Disability constitutes a
payment event with respect to any Award which provides for a deferral of
compensation that is subject to Section 409A of the Code, the
Participant  shall only experience a Disability hereunder for purposes
of the payment of such Award if the Participant is “disabled” within the meaning
of Treasury Regulation Section 1.409A-3(i)(4).

      


      2.11          “Dividend Equivalents”
means a right granted to a Participant pursuant to Section 8.3 to receive
the equivalent value (in cash or Stock) of dividends paid on Stock.

      


      2.12          “Effective Date” shall
have the meaning set forth in Section 13.1.

      


      2.13          “Eligible Individual”
means any person who is an Employee, a Consultant or an Independent Director, as
determined in the sole discretion of the Committee, provided, however,
that  notwithstanding the foregoing, the Company’s Chief Executive
Officer as of the Effective Date shall not be an Eligible Individual for
purposes of this Plan and shall not receive any Awards hereunder for so long as
he shall remain Chief Executive Officer of the Company.

       

      
        2.14          “Employee” means any
officer or other employee (as defined in accordance with Section 3401(c) of
the Code) of the Company or any Subsidiary.

        


        2.15          “Equity Restructuring”
shall mean a nonreciprocal transaction between the Company and its stockholders,
such as a stock dividend, stock split, spin-off, rights offering or
recapitalization through a large, nonrecurring cash dividend, that affects the
number or kind of shares of Stock (or other securities of the Company) or the
share price of Stock (or other securities) and causes a change in the per share
value of the Stock underlying outstanding Awards.

         

      


      
        
           


        

        
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      2.16          “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

      


      2.17          “Fair Market Value”
means, as of any given date, the value of a share of Stock determined as
follows:

      


       (i)           If
the Stock is listed on any established stock exchange (such as the New York
Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market) or
national market system, its Fair Market Value shall be the closing sales price
for a share of Stock as quoted on such exchange or system for such date or, if
there is no closing sales price for a share of Stock on the date in question,
the closing sales price for a share of Stock on the last preceding date for
which such quotation exists, as reported in The Wall Street Journal or
such other source as the Committee deems reliable;

       

       (ii)           If
the Stock is not listed on an established stock exchange or national market
system, but the Stock is regularly quoted by a recognized securities dealer, its
Fair Market Value shall be the mean of the high bid and low asked prices for
such date or, if there are no high bid and low asked prices for a share of Stock
on such date, the high bid and low asked prices for a share of Stock on the last
preceding date for which such information exists, as reported in The Wall Street Journal or
such other source as the Committee deems reliable; or

       

       (iii)           If
the Stock is neither listed on an established stock exchange or a national
market system nor regularly quoted by a recognized securities dealer, its Fair
Market Value shall be established by the Committee in good faith.

      


      2.18          “Full Value Award”
means any Award other than an Option or other Award for which the Participant
pays the intrinsic value (whether directly or by forgoing a right to receive a
payment from the Company).

      


      2.19          “Incentive Stock
Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.

      


      2.20          “Independent Director”
means a member of the Board who is not an Employee of the Company.

      


      2.21          “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) under the Exchange Act, or any
successor rule.

      


      2.22          “Non-Qualified Stock
Option” means an Option that is not intended to be an Incentive Stock
Option.

      


      2.23          “Option” means a right
granted to a Participant pursuant to Article 5 of the Plan to purchase a
specified number of shares of Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified
Stock Option.

      


      2.24          “Participant” means
any Eligible Individual who, as a member of the Board, Consultant or Employee,
has been granted an Award pursuant to the Plan.

      


      2.25          “Performance-Based
Award” means an Award granted to selected Covered Employees pursuant to
Section 8.7, but which is subject to the terms and conditions set forth in
Article 9. All Performance-Based Awards are intended to qualify as
Qualified Performance-Based Compensation.

      


      2.26          “Performance Bonus
Award” has the meaning set forth in Section 8.7.

      


      2.27          “Performance Criteria”
means the criteria that the Committee selects for purposes of establishing the
Performance Goal or Performance Goals for a Participant for a Performance
Period. The Performance Criteria that will be used to establish Performance
Goals are limited to the following: net earnings (either before or after
interest, taxes, depreciation and amortization), economic value-added, sales or
revenue, net income (either before or after taxes), operating earnings, cash
flow (including, but not limited to, operating cash flow and free cash flow),
cash flow return on capital, return on net assets, return on stockholders’
equity, return on assets, return on capital, stockholder returns, return on
sales, gross or net profit margin, productivity, expense, margins, operating
efficiency, customer satisfaction, working capital, earnings per share, price
per share of Stock, and market share, any of which may be measured either in
absolute terms or as compared to any incremental increase or as compared to
results of a peer group. The Committee shall define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Participant.

      



      
        
           


        

        
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      2.28          “Performance Goals”
means, for a Performance Period, the goals established in writing by the
Committee for the Performance Period based upon the Performance Criteria.
Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance
or the performance of a division, business unit, or an individual. The
Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals for such Performance Period in order to prevent the dilution or
enlargement of the rights of Participants (a) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (b) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business
conditions.

      


      2.29           “Performance Period”
means the one or more periods of time, which may be of varying and overlapping
durations, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a
Participant’s right to, and the payment of, a Performance-Based
Award.

      


      2.30          “Performance Share”
means a right granted to a Participant pursuant to Section 8.1, to receive
Stock, the payment of which is contingent upon achieving certain Performance
Goals or other performance-based targets established by the
Committee.

      


      2.31           “Performance Stock
Unit” means a right granted to a Participant pursuant to
Section 8.2, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee.

      


      2.32           “Plan” means this
Rentech, Inc. 2009 Incentive Award Plan, as it may be amended from time to
time.

      


      2.33          “Qualified Performance-Based
Compensation” means any compensation that is intended to qualify as
“qualified performance-based compensation” as described in
Section 162(m)(4)(C) of the Code.

      


      2.34          “Restricted Stock”
means Stock awarded to a Participant pursuant to Article 6 that is subject
to certain restrictions and may be subject to risk of forfeiture.

      


      2.35          “Restricted Stock
Unit” means an Award granted pursuant to Section 8.6.

      


      2.36          “Securities Act” shall
mean the Securities Act of 1933, as amended.

      


      2.37          “Stock” means the
common stock of the Company, par value $0.01 per share, and such other
securities of the Company that may be substituted for Stock pursuant to
Article 11.

      


      2.38          “Stock Appreciation
Right” or “SAR” means a right
granted pursuant to Article 7 to receive a payment equal to the excess of
the Fair Market Value of a specified number of shares of Stock on the date the
SAR is exercised over the Fair Market Value on the date the SAR was granted as
set forth in the applicable Award Agreement.

      


      2.39          “Stock Payment” means
(a) a payment in the form of shares of Stock, or (b) an option or
other right to purchase shares of Stock, as part of any bonus, deferred
compensation or other arrangement, made in lieu of all or any portion of the
compensation, granted pursuant to Section 8.4.

      


      2.40          “Subsidiary” means any
“subsidiary corporation” as defined in Section 424(f) of the Code and any
applicable regulations promulgated thereunder or any other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Company.

      



      
        
           


        

        
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      ARTICLE
3.

      


      SHARES
SUBJECT TO THE PLAN

      


      3.1           Number of
Shares.

      


      (a)           Subject
to Article 11 and Section 3.1(b), the aggregate number of shares of
Stock which may be issued or transferred pursuant to Awards under the Plan is
9,500,000.

      


      (b)           To
the extent that an Award terminates, expires, or lapses for any reason, any
shares of Stock subject to the Award shall again be available for the grant of
an Award pursuant to the Plan; however, any shares of Stock tendered or withheld
to satisfy the grant or exercise price or tax withholding obligation pursuant to
any Award shall not again be available for the grant of an Award pursuant to the
Plan. To the extent permitted by applicable law or any exchange rule, shares of
Stock issued in assumption of, or in substitution for, any outstanding awards of
any entity acquired in any form of combination by the Company or any Subsidiary
shall not be counted against shares of Stock available for grant pursuant to
this Plan. The payment of Dividend Equivalents in cash in conjunction with any
outstanding Awards shall not be counted against the shares available for
issuance under the Plan. Notwithstanding the provisions of this
Section 3.1(b), no shares of Stock may again be optioned, granted or
awarded if such action would cause an Incentive Stock Option to fail to qualify
as an incentive stock option under Section 422 of the Code.

      


      3.2           Stock Distributed.
Any Stock distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.

      


      3.3           Limitation on Number of
Shares Subject to Awards. Notwithstanding any provision in the Plan to
the contrary, and subject to Article 11, the maximum number of shares of
Stock with respect to one or more Awards that may be granted to any one Eligible
Individual during a rolling three-year period (measured from the date of any
grant) shall be four million and the maximum amount that may be paid in
cash during any calendar year with respect to any Performance-Based Award
(including, without limitation, any Performance Bonus Award) shall be
$2,000,000.

      


       

      ARTICLE
4.

      


      ELIGIBILITY
AND PARTICIPATION

      


      4.1           Eligibility. Each
Eligible Individual shall be eligible to be granted one or more Awards pursuant
to the Plan.

      


      4.2           Participation.
Subject to the provisions of the Plan, the Committee may, from time to time,
select from among all Eligible Individuals, those to whom Awards shall be
granted and shall determine the nature and amount of each Award. No Eligible
Individual shall have any right to be granted an Award pursuant to this
Plan.  No individual who is not an Eligible Individual shall be
granted any Award under this Plan.

      


      4.3           Foreign Participants.
Notwithstanding any provision of the Plan to the contrary, in order to comply
with the laws in other countries in which the Company and its Subsidiaries
operate or have Eligible Individuals, the Committee, in its sole discretion,
shall have the power and authority to: (i) determine which Subsidiaries
shall be covered by the Plan; (ii) determine which Eligible Individuals
outside the United States are eligible to participate in the Plan;
(iii) modify the terms and conditions of any Award granted to Eligible
Individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable (any such
subplans and/or modifications shall be attached to this Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the
share limitations contained in Sections 3.1 and 3.3 of the Plan; and
(v) take any action, before or after an Award is made, that it deems
advisable to obtain approval or comply with any necessary local governmental
regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee
may not take any actions hereunder, and no Awards shall be granted, that would
violate the Exchange Act, the Code, any securities law or governing statute or
any other applicable law.

      



      
        
           


        

        
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      ARTICLE
5.

      


      STOCK
OPTIONS

      


      5.1           General. The
Committee is authorized to grant Options to Eligible Individuals on the
following terms and conditions:

      


      (a)           Exercise Price. The
exercise price per share of Stock subject to an Option shall be determined by
the Committee and set forth in the Award Agreement; provided, that, subject to
Section 5.2(d), the exercise price for any Option shall not be less than
100% of the Fair Market Value of a share of Stock on the date of
grant.

      


      (b)           Time and Conditions of
Exercise. The Committee shall determine the time or times at which an
Option may be exercised in whole or in part; provided that the term of any
Option granted under the Plan shall not exceed ten years. The Committee shall
also determine the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be exercised.

      


      (c)           Payment. The
Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation: (i) cash,
(ii) shares of Stock held for such period of time as may be required by the
Committee in order to avoid adverse accounting consequences and having a Fair
Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof, or (iii) other property acceptable
to the Committee (including through the delivery of a notice that the
Participant has placed a market sell order with a broker with respect to shares
of Stock then issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price; provided that payment of
such proceeds is then made to the Company upon settlement of such sale), and the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants. Notwithstanding any other provision of the Plan to the contrary,
no Participant who is a member of the Board or an “executive officer” of the
Company within the meaning of Section 13(k) of the Exchange Act shall be
permitted to pay the exercise price of an Option, or continue any extension of
credit with respect to the exercise price of an Option with a loan from the
Company or a loan arranged by the Company in violation of Section 13(k) of
the Exchange Act.

      


      (d)           Evidence of Grant.
All Options shall be evidenced by an Award Agreement between the Company and the
Participant. The Award Agreement shall include such additional provisions as may
be specified by the Committee.

      


      5.2           Incentive Stock
Options. Incentive Stock Options shall be granted only to Eligible
Individuals who are Employees and the terms of any Incentive Stock Options
granted pursuant to the Plan, in addition to the requirements of
Section 5.1, must comply with the provisions of this
Section 5.2.

      


      (a)           Expiration. Subject
to Section 5.2(c), an Incentive Stock Option shall expire and may not be
exercised to any extent by anyone after the first to occur of the following
events:

      


      (i)           Ten
years from the date it is granted, unless an earlier time is set in the Award
Agreement;

      


      (ii)           Six
months after the Participant’s termination of employment as an Employee other
than on account of the Participant’s Disability or death, provided, that any exercise
of an Option more than three months after the Participant’s termination of
employment as an Employee on account of the Participant’s Disability or death
shall cause such Option to be treated as a Non-Qualified Stock Option;
and

      


      (iii)           One
year after the date of the Participant’s termination of employment or service on
account of Disability or death. Upon the Participant’s Disability or death, any
Incentive Stock Options exercisable at the Participant’s Disability or death may
be exercised by the Participant’s legal representative or representatives, by
the person or persons entitled to do so pursuant to the Participant’s last will
and testament, or, if the Participant fails to make testamentary disposition of
such Incentive Stock Option or dies intestate, by the person or persons entitled
to receive the Incentive Stock Option pursuant to the applicable laws of descent
and distribution.

      


      (b)           Dollar Limitation.
The aggregate Fair Market Value (determined as of the time the Option is
granted) of all shares of Stock with respect to which Incentive Stock Options
are first exercisable by a Participant in any calendar year may not exceed
$100,000 or such other limitation as imposed by Section 422(d) of the Code,
or any successor provision. To the extent that Incentive Stock Options are first
exercisable by a Participant in excess of such limitation, the excess shall be
considered Non-Qualified Stock Options.

      



      
        
           


        

        
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      (c)           Ten Percent Owners.
An Incentive Stock Option shall be granted to any individual who, at the date of
grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of Stock of the Company only if such Option is granted at a
price that is not less than 110% of Fair Market Value on the date of grant and
the Option is exercisable for no more than five years from the date of
grant.

      


      (d)           Notice of
Disposition. The Participant shall give the Company prompt notice of any
disposition of shares of Stock acquired by exercise of an Incentive Stock Option
within (i) two years from the date of grant of such Incentive Stock Option
or (ii) one year after the transfer of such shares of Stock to the
Participant.

      


      (e)           Right to Exercise.
During a Participant’s lifetime, an Incentive Stock Option may be exercised only
by the Participant.

      


      (f)           Failure to Meet
Requirements. Any Option (or portion thereof) purported to be an
Incentive Stock Option, which, for any reason, fails to meet the requirements of
Section 422 of the Code shall be considered a Non-Qualified Stock
Option.

      


      5.3           Granting of Options to
Independent Directors. The Board may from time to time, in its sole
discretion, and subject to the limitations of the Plan:

      


      (a)           Select
from among the Independent Directors (including Independent Directors who have
previously been granted Options under the Plan) such of them as in its opinion
should be granted Options;

      


      (b)           Subject
to Section 3.3, determine the number of shares of Stock that may be
purchased upon exercise of the Options granted to such selected Independent
Directors; and

      


      (c)           Subject
to the provisions of this Article 5, determine the terms and conditions of
such Options, consistent with the Plan.

      


      Options
granted to Independent Directors shall be Non-Qualified Stock
Options.

      


      


      ARTICLE
6.

      


      RESTRICTED
STOCK AWARDS

      


      6.1           Grant of Restricted
Stock. The Committee is authorized to make Awards of Restricted Stock to
any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted
Stock shall be evidenced by an Award Agreement.

      


      6.2           Issuance and
Restrictions. Subject to Section 10.6, Restricted Stock shall be
subject to such restrictions on transferability and other restrictions as the
Committee may impose (including, without limitation, limitations on the right to
vote Restricted Stock or the right to receive dividends on the Restricted
Stock). These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Award or
thereafter.

      


      6.3           Forfeiture. Except as
otherwise determined by the Committee at the time of the grant of the Award or
thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited; provided, however, that,
except as otherwise provided by Section 10.6, the Committee may
(a) provide in any Restricted Stock Award Agreement that restrictions or
forfeiture conditions relating to Restricted Stock will be waived in whole or in
part in the event of terminations resulting from specified causes, and
(b) in other cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock.

      


      6.4           Certificates for Restricted
Stock. Restricted Stock granted pursuant to the Plan may be evidenced in
such manner as the Committee shall determine. If certificates representing
shares of Restricted Stock are registered in the name of the Participant,
certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock, and the Company may, at
its discretion, retain physical possession of the certificate until such time as
all applicable restrictions lapse.

      



      
        
           


        

        
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      ARTICLE
7.

      


      STOCK
APPRECIATION RIGHTS

      


      7.1           Grant of Stock Appreciation
Rights.

      


      (a)           A
Stock Appreciation Right may be granted to any Participant selected by the
Committee. A Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose and
shall be evidenced by an Award Agreement.

      


      (b)           A
Stock Appreciation Right shall entitle the Participant (or other person entitled
to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all
or a specified portion of the Stock Appreciation Right (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount
equal to the product of (i) the excess of (A) the Fair Market Value of
the Stock on the date the Stock Appreciation Right is exercised over
(B) the Fair Market Value of the Stock  on the date the Stock
Appreciation Right was granted (or such greater value as the Committee shall
determine at the time of grant of the Stock Appreciation Right) and
(ii) the number of shares of Stock with respect to which the Stock
Appreciation Right is exercised, subject to any limitations the Committee may
impose.

      


      7.2           Payment and Limitations on
Exercise.

      


      (a)           Subject
to Section 7.2(b), payment of the amounts determined under
Section 7.1(b) above shall be in cash, in Stock (based on its Fair Market
Value as of the date the Stock Appreciation Right is exercised) or a combination
of both, as determined by the Committee in the Award Agreement.

      


      (b)           To
the extent any payment under Section 7.1(b) is effected in Stock, it shall
be made subject to satisfaction of all provisions of Article 5 above
pertaining to Options.

      


      


      ARTICLE
8.

      


      OTHER
TYPES OF AWARDS

      


      8.1           Performance Share
Awards. Any Participant selected by the Committee may be granted one or
more Performance Share awards which shall be denominated in a number of shares
of Stock and which may be linked to any one or more of the Performance Criteria
or other specific performance criteria determined appropriate by the Committee,
in each case on a specified date or dates or over any period or periods
determined by the Committee. In making such determinations, the Committee shall
consider (among such other factors as it deems relevant in light of the specific
type of award) the contributions, responsibilities and other compensation of the
particular Participant.

      


      8.2           Performance Stock
Units. Any Participant selected by the Committee may be granted one or
more Performance Stock Unit awards which shall be denominated in unit equivalent
of shares of Stock and/or units of value including dollar value of shares of
Stock and which may be linked to any one or more of the Performance Criteria or
other specific performance criteria determined appropriate by the Committee, in
each case on a specified date or dates or over any period or periods determined
by the Committee. In making such determinations, the Committee shall consider
(among such other factors as it deems relevant in light of the specific type of
award) the contributions, responsibilities and other compensation of the
particular Participant.

      


      8.3           Dividend
Equivalents.

      


      (a)           Any
Participant selected by the Committee may be granted Dividend Equivalents based
on the dividends declared on the shares of Stock that are subject to any Award,
to be credited as of dividend payment dates, during the period between the date
the Award is granted and the date the Award is exercised, vests or expires, as
determined by the Committee. Such Dividend Equivalents shall be converted to
cash or additional shares of Stock by such formula and at such time and subject
to such limitations as may be determined by the
Committee.  Notwithstanding the foregoing, to the extent that any
dividend equivalents are credited with respect to shares of Stock underlying a
Performance Share Award or Performance Stock Unit, such dividend equivalents
shall be subject to the same vesting conditions applicable to the Performance
Share Award or Performance Stock Unit in respect of which such dividend
equivalents are credited and shall not be paid to the Participant holding such
Award unless, until and to the extent that the Award vests.

      



      
        
           


        

        
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      (b)           Dividend
Equivalents granted with respect to Options or SARs that are intended to be
Qualified Performance-Based Compensation shall be payable, with respect to
pre-exercise periods, regardless of whether such Option or SAR is subsequently
exercised.

      


      8.4           Stock Payments.
Subject to Section 10.5(b), any Participant selected by the Committee may
receive Stock Payments in the manner determined from time to time by the
Committee; provided, that unless otherwise determined by the Committee, such
Stock Payments shall be made in lieu of base salary, bonus, or other cash
compensation otherwise payable to such Participant. The number of shares shall
be determined by the Committee and may be based upon the Performance Criteria or
other specific performance criteria determined appropriate by the Committee,
determined on the date such Stock Payment is made or on any date
thereafter.

      


      8.5           Deferred Stock. Any
Participant selected by the Committee may be granted an award of Deferred Stock
in the manner determined from time to time by the Committee. The number of
shares of Deferred Stock shall be determined by the Committee and may be linked
to the Performance Criteria or other specific performance criteria determined to
be appropriate by the Committee, in each case on a specified date or dates or
over any period or periods determined by the Committee subject to
Section 10.6. Subject to Section 10.5(b), stock underlying a Deferred
Stock award will not be issued until the Deferred Stock award has vested,
pursuant to a vesting schedule or performance criteria set by the Committee.
Unless otherwise provided by the Committee, a Participant awarded Deferred Stock
shall have no rights as a Company stockholder with respect to such Deferred
Stock until such time as the Deferred Stock Award has vested and the Stock
underlying the Deferred Stock Award has been issued.

      


      8.6           Restricted Stock
Units. The Committee is authorized to make Awards of Restricted Stock
Units to any Participant selected by the Committee in such amounts and subject
to such terms and conditions as determined by the Committee. At the time of
grant, the Committee shall specify the date or dates on which the Restricted
Stock Units shall become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate, subject to Section 10.6. At
the time of grant, the Committee shall specify the maturity date applicable to
each grant of Restricted Stock Units which shall be no earlier than the vesting
date or dates of the Award and may be determined at the election of the grantee.
On the maturity date, the Company shall, subject to Section 10.5(b),
transfer to the Participant one unrestricted, fully transferable share of Stock
for each Restricted Stock Unit scheduled to be paid out on such date and not
previously forfeited.

      


      8.7           Performance Bonus
Awards. Any Participant selected by the Committee may be granted one or
more Performance-Based Awards in the form of a cash bonus (a “Performance Bonus
Award”) payable upon the attainment of Performance Goals that are
established by the Committee and relate to one or more of the Performance
Criteria, in each case on a specified date or dates or over any period or
periods determined by the Committee subject to Section 10.6. Any such
Performance Bonus Award paid to a Covered Employee shall be based upon
objectively determinable bonus formulas established in accordance with
Article 9.

      


      8.8           Term. Except as
otherwise provided herein, the term of any Award of Performance Shares,
Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock or
Restricted Stock Units shall be set by the Committee in its
discretion.

      


      8.9           Exercise or Purchase
Price. The Committee may establish the exercise or purchase price, if
any, of any Award of Performance Shares, Performance Stock Units, Deferred
Stock, Stock Payments or Restricted Stock Units; provided, however, that such
price shall not be less than the par value of a share of Stock on the date of
grant, unless otherwise permitted by applicable state law.

      


      8.10           Exercise upon Termination of
Employment or Service. An Award of Performance Shares, Performance Stock
Units, Dividend Equivalents, Deferred Stock, Stock Payments and Restricted Stock
Units shall only be exercisable or payable while the Participant is an Employee,
Consultant or a member of the Board, as applicable; provided, however, that the
Committee in its sole and absolute discretion may provide that an Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Stock
Payments, Deferred Stock or Restricted Stock Units may be exercised or paid
subsequent to a termination of employment or service, as applicable, or
following a Change in Control of the Company, or because of the Participant’s
retirement, death or disability, or otherwise; provided, however, that any
such provision with respect to Performance Shares or Performance Stock Units
shall be subject to the requirements of Section 162(m) of the Code that
apply to Qualified Performance-Based Compensation.

      


      8.11           Form of Payment.
Payments with respect to any Awards granted under this Article 8 shall be
made in cash, in Stock or a combination of both, as determined by the
Committee.

       

      
        8.12           Award Agreement. All
Awards under this Article 8 shall be subject to such additional terms and
conditions as determined by the Committee and shall be evidenced by an Award
Agreement.

         

      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      ARTICLE
9.

      


      PERFORMANCE-BASED
AWARDS

      


      9.1           Purpose. The purpose
of this Article 9 is to provide the Committee the ability to qualify Awards
other than Options and SARs and that are granted pursuant to Articles 6 and 8 as
Qualified Performance-Based Compensation. If the Committee, in its discretion,
decides to grant a Performance-Based Award to a Covered Employee, the provisions
of this Article 9 shall control over any contrary provision contained in
Articles 6 or 8; provided, however, that the Committee may in its discretion
grant Awards to Covered Employees that are based on Performance Criteria or
Performance Goals but that do not satisfy the requirements of this
Article 9.

      


      9.2           Applicability. This
Article 9 shall apply only to those Covered Employees selected by the
Committee to receive Performance-Based Awards. The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
in any subsequent Performance Period and designation of one Covered Employee as
a Participant shall not require designation of any other Covered Employees as a
Participant in such period or in any other period.

      


      9.3           Procedures with Respect to
Performance-Based Awards. To the extent necessary to comply with the
Qualified Performance-Based Compensation requirements of
Section 162(m)(4)(C) of the Code, with respect to any Award granted under
Articles 6 or 8 which may be granted to one or more Covered Employees, no later
than ninety (90) days following the commencement of any fiscal year in
question or any other designated fiscal period or period of service (or such
other time as may be required or permitted by Section 162(m) of the Code),
the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the
Performance Period, (c) establish the Performance Goals, and amounts of
such Awards, as applicable, which may be earned for such Performance Period, and
(d) specify the relationship between Performance Criteria and the
Performance Goals and the amounts of such Awards, as applicable, to be earned by
each Covered Employee for such Performance Period. Following the completion of
each Performance Period, the Committee shall certify in writing whether the
applicable Performance Goals have been achieved for such Performance Period. In
determining the amount earned by a Covered Employee, the Committee shall have
the right to reduce or eliminate (but not to increase) the amount payable at a
given level of performance to take into account additional factors that the
Committee may deem relevant to the assessment of individual or corporate
performance for the Performance Period.

      


      9.4           Payment of Performance-Based
Awards. Unless otherwise provided in the applicable Award Agreement, a
Participant must be employed by the Company or a Subsidiary on the day a
Performance-Based Award for such Performance Period is paid to the Participant.
Furthermore, a Participant shall be eligible to receive payment pursuant to a
Performance-Based Award for a Performance Period only if the Performance Goals
for such period are achieved. In determining the amount earned under a
Performance-Based Award, the Committee may reduce or eliminate the amount of the
Performance-Based Award earned for the Performance Period, if in its sole and
absolute discretion, such reduction or elimination is appropriate.

      


      9.5           Additional
Limitations. Notwithstanding any other provision of the Plan, any Award
which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations
set forth in Section 162(m) of the Code (including any amendment to
Section 162(m) of the Code) or any regulations or rulings issued thereunder
that are requirements for qualification as qualified performance-based
compensation as described in Section 162(m)(4)(C) of the Code, and the Plan
shall be deemed amended to the extent necessary to conform to such
requirements.

      


      ARTICLE
10.

      


      PROVISIONS
APPLICABLE TO AWARDS

      


      10.1           Stand-Alone and Tandem
Awards. Awards granted pursuant to the Plan may, in the discretion of the
Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan. Awards granted in addition to or in tandem
with other Awards may be granted either at the same time as or at a different
time from the grant of such other Awards.

      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      10.2           Award Agreement.
Awards under the Plan shall be evidenced by Award Agreements that set forth the
terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant’s employment or
service terminates, and the Company’s authority to unilaterally or bilaterally
amend, modify, suspend, cancel or rescind an Award.

      


      10.3           Limits on Transfer.
No right or interest of a Participant in any Award may be pledged, encumbered,
or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or a Subsidiary. Except as
otherwise provided by the Committee, no Award shall be assigned, transferred, or
otherwise disposed of by a Participant other than by will or the laws of descent
and distribution. The Committee by express provision in the Award or an
amendment thereto may permit an Award (other than an Incentive Stock Option) to
be transferred to, exercised by and paid to certain persons or entities related
to the Participant, including but not limited to members of the Participant’s
family, charitable institutions, or trusts or other entities whose beneficiaries
or beneficial owners are members of the Participant’s family and/or charitable
institutions, or to such other persons or entities as may be expressly approved
by the Committee, pursuant to such conditions and procedures as the Committee
may establish. Any permitted transfer shall be subject to the condition that the
Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes (or to a “blind trust” in connection
with the Participant’s termination of employment or service with the Company or
a Subsidiary to assume a position with a governmental, charitable, educational
or similar non-profit institution) and on a basis consistent with the Company’s
lawful issue of securities.

      


      10.4           Beneficiaries.
Notwithstanding Section 10.3, a Participant may, in the manner determined
by the Committee, designate a beneficiary to exercise the rights of the
Participant and to receive any distribution with respect to any Award upon the
Participant’s death. A beneficiary, legal guardian, legal representative, or
other person claiming any rights pursuant to the Plan is subject to all terms
and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If the Participant is married and resides in a community property
state, a designation of a person other than the Participant’s spouse as his or
her beneficiary with respect to more than 50% of the Participant’s interest in
the Award shall not be effective without the prior written consent of the
Participant’s spouse. If no beneficiary has been designated or survives the
Participant, payment shall be made to the person entitled thereto pursuant to
the Participant’s will or the laws of descent and distribution. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the
Committee.

      


      10.5           Stock Certificates; Book
Entry Procedures.

      


      (a)           Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or
deliver any certificates evidencing shares of Stock pursuant to the exercise of
any Award, unless and until the Board has determined, with advice of counsel,
that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange on which the shares of Stock are listed or traded.
All Stock certificates delivered pursuant to the Plan are subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or
advisable to comply with federal, state, or foreign jurisdiction, securities or
other laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock. In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion,
deems advisable in order to comply with any such laws, regulations, or
requirements. The Committee shall have the right to require any Participant to
comply with any timing or other restrictions with respect to the settlement or
exercise of any Award, including a window-period limitation, as may be imposed
in the discretion of the Committee.

      


      (b)           Notwithstanding
any other provision of the Plan, unless otherwise determined by the Committee or
required by any applicable law, rule or regulation, the Company shall not
deliver to any Participant certificates evidencing shares of Stock issued in
connection with any Award and instead such shares of Stock shall be recorded in
the books of the Company (or, as applicable, its transfer agent or stock plan
administrator).

      


      10.6           Full Value Award Vesting
Limitations. Notwithstanding any other provision of this Plan to the
contrary, Full Value Awards made to Employees or Consultants shall become vested
over a period of not less than three years (or, in the case of vesting based
upon the attainment of Performance Goals or other performance-based objectives,
over a period of not less than one year) following the date the Award is made;
provided, however, that, notwithstanding the foregoing, Full Value Awards that
result in the issuance of an aggregate of up to 5% of the shares of Stock
available pursuant to Section 3.1(a) may be granted to any one or more
Participants without respect to such minimum vesting provisions.

      


      10.7           Paperless Exercise.
In the event that the Company establishes, for itself or using the services of a
third party, an automated system for the exercise of Awards, such as a system
using an internet website or interactive voice response, then the paperless
exercise of Awards by a Participant may be permitted through the use of such an
automated system.

      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      ARTICLE
11.

      


      CHANGES
IN CAPITAL STRUCTURE

      


      11.1           Adjustments.

      


      a)           In
the event of any stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other distribution (other than normal cash dividends)
of Company assets to stockholders, or any other change affecting the shares of
Stock or the share price of the Stock other than an Equity Restructuring, the
Committee shall make equitable adjustments, if any, to reflect such change with
respect to (i) the aggregate number and kind of shares that may be issued under
the Plan (including, but not limited to, adjustments of the limitations in
Section 3.1 above on the maximum number and kind of shares which may be issued
under the Plan, adjustments of the award limits under Section 3.3 of the Plan
and adjustments of the manner in which shares subject to Full Value Awards will
be counted); (ii) the number and kind of shares of Stock (or other securities or
property) subject to outstanding Awards; (iii) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and (iv) the grant or exercise price
per share for any outstanding Awards under the Plan.

      


      b)           In
the event of any transaction or event described in Section 11.1(a) or any
unusual or nonrecurring transactions or events affecting the Company, any
affiliate of the Company, or the financial statements of the Company or any
affiliate, or of changes in applicable laws, regulations or accounting
principles, the Committee, in its sole discretion, and on such terms and
conditions as it deems appropriate, either by the terms of the Award or by
action taken prior to the occurrence of such transaction or event and either
automatically or upon the Participant’s request, is hereby authorized to take
any one or more of the following actions whenever the Committee determines that
such action is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or
with respect to any Award under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or
principles:

      


      i.           To
provide for either (A) termination of any such Award in exchange for an amount
of cash, if any, equal to the amount that would have been attained upon the
exercise of such Award or realization of the Participant’s rights (and, for the
avoidance of doubt, if as of the date of the occurrence of the transaction or
event described in this Section 11.1, the Committee determines in good faith
that no amount would have been attained upon the exercise of such Award or
realization of the Participant’s rights, then such Award may be terminated by
the Company without payment) or (B) the replacement of such Award with other
rights or property selected by the Committee in its sole discretion having an
aggregate value not exceeding the amount that could have been attained upon the
exercise of such Award or realization of the Participant’s rights had such Award
been currently exercisable or payable or fully vested;

      


      ii.           To
provide that such Award be assumed by the successor or survivor corporation, or
a parent or subsidiary thereof, or shall be substituted for by similar options,
rights or awards covering the stock of the successor or survivor corporation, or
a parent or subsidiary thereof, with appropriate adjustments as to the number
and kind of shares and prices;

      


      iii.           To
make adjustments in the number and type of shares of the Stock (or other
securities or property) subject to outstanding Awards, and in the number and
kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and
conditions of (including the grant or exercise price), and the criteria included
in, outstanding Awards and Awards which may be granted in the
future;

      


      iv.           To
provide that such Award shall be exercisable or payable or fully vested with
respect to all shares covered thereby, notwithstanding anything to the contrary
in the Plan or the applicable Award Agreement; and

      


      v.           To
provide that the Award cannot vest, be exercised or become payable after such
event.

      c)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding
anything to the contrary in Sections 11.1(a) and 11.1(b) above:

      


      i.           The
number and type of securities subject to each outstanding Award and the exercise
price or grant price thereof, if applicable, shall be equitably
adjusted.  The adjustments provided under this Section 11.1(c) shall
be nondiscretionary and shall be final and binding on the affected Participant
and the Company.

      



      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      ii.           The
Committee shall make such equitable adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such Equity Restructuring with
respect to the aggregate number and kind of shares that may be issued under the
Plan (including, but not limited to, adjustments of the limitations in Section
3.1 on the maximum number and kind of shares which may be issued under the Plan,
adjustments of the award limits under Section 3.3 of the Plan and adjustments of
the manner in which shares subject to Full Value Awards will be
counted).

      


      d)           The
Committee may, in its sole discretion, include such further provisions and
limitations in any Award, agreement or certificate, as it may deem equitable and
in the best interests of the Company that are not inconsistent with the
provisions of the Plan.

      


      e)           With
respect to Awards which are granted to Covered Employees and are intended to
qualify as Performance-Based Compensation, no adjustment or action described in
this Section 11.1 or in any other provision of the Plan shall be authorized to
the extent that such adjustment or action would cause such Award to fail to so
qualify as Performance-Based Compensation, unless the Committee determines that
the Award should not so qualify.  No adjustment or action described in
this Section 11.1 or in any other provision of the Plan shall be authorized to
the extent that such adjustment or action would cause the Plan to violate
Section 422(b)(1) of the Code.  Furthermore, no such adjustment or
action shall be authorized to the extent such adjustment or action would result
in short-swing profits liability under Section 16 or violate the exemptive
conditions of Rule 16b-3 unless the Committee determines that the Award is not
to comply with such exemptive conditions.

      


      f)           The
existence of the Plan, the Award Agreement and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Stock or the rights thereof or which are convertible into or
exchangeable for Stock, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.

      


      g)           No
action shall be taken under this Section 11.1 which shall cause an Award to fail
to comply with Section 409A of the Code or the Treasury Regulations thereunder,
to the extent applicable to such Award.

      


      11.2           Acceleration Upon a Change
in Control. Notwithstanding any provision to the contrary contained
herein or in any applicable Award Agreement or other written agreement entered
into between the Company and a Participant, if a Change in Control occurs then,
immediately prior to the Change in Control, all Awards outstanding under the
Plan shall become fully vested and exercisable and all forfeiture restrictions
on such Awards shall lapse.  Subject to the foregoing, upon, or in
anticipation of, a Change in Control, the Committee may cause any and all Awards
outstanding hereunder to terminate at a specific time in the future, including
but not limited to the date of such Change in Control, and may give each
Participant the right to exercise such Awards during a period of time as the
Committee, in its sole and absolute discretion, shall determine.  In
the event that the terms of any agreement between the Company or any Company
subsidiary or affiliate and a Participant contains provisions that conflict with
and are more restrictive than the provisions of this Section 11.2, this Section
11.2 shall prevail and control and the more restrictive terms of such agreement
(and only such terms) shall be of no force or effect.

      


      11.3           No Other Rights.
Except as expressly provided in the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of shares of stock of any class,
the payment of any dividend, any increase or decrease in the number of shares of
stock of any class or any dissolution, liquidation, merger, or consolidation of
the Company or any other corporation. Except as expressly provided in the Plan
or pursuant to action of the Committee under the Plan, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Stock subject to an Award or
the grant or exercise price of any Award.

      



      
        
           


        

        
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      ARTICLE
12.

      


      ADMINISTRATION

      12.1  Committee.  Unless
and until the Board delegates administration of the Plan to a Committee as set
forth below, the Plan shall be administered by the full Board, and for such
purposes the term “Committee” as used in this Plan shall be deemed to refer to
the Board. The Board, at its discretion or as otherwise necessary to comply with
the requirements of Section 162(m) of the Code, Rule 16b-3 promulgated
under the Exchange Act or to the extent required by any other applicable rule or
regulation, shall delegate administration of the Plan to a Committee. The
Committee shall consist solely of two or more members of the Board each of whom
is an “outside director,” within the meaning of Section 162(m) of the Code,
a Non-Employee Director and an “independent director” under the rules of the
American Stock Exchange (or other principal securities market on which shares of
Stock are traded). Notwithstanding the foregoing: (a) the full Board,
acting by a majority of its members in office, shall conduct the general
administration of the Plan with respect to all Awards granted to Independent
Directors and for purposes of such Awards the term “Committee” as used in this
Plan shall be deemed to refer to the Board and (b) the Committee may
delegate its authority hereunder to the extent permitted by Section 12.5.
Appointment of Committee members shall be effective upon acceptance of
appointment. In its sole discretion, the Board may at any time and from time to
time exercise any and all rights and duties of the Committee under the Plan
except with respect to matters which under Rule 16b 3 under the Exchange
Act or Section 162(m) of the Code, or any regulations or rules issued
thereunder, are required to be determined in the sole discretion of the
Committee. Committee members may resign at any time by delivering written notice
to the Board. Vacancies in the Committee may only be filled by the
Board.

       

      12.2  Action by the
Committee.  A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved in
writing by a majority of the Committee in lieu of a meeting, shall be deemed the
acts of the Committee. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member
by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or any executive compensation
consultant or other professional retained by the Company to assist in the
administration of the Plan.

       

      12.3  Authority of
Committee.  Subject to any specific designation in the Plan,
the Committee has the exclusive power, authority and discretion to:

      


      (a)           Designate
Participants to receive Awards;

      


      (b)           Determine
the type or types of Awards to be granted to each Participant;

      


      (c)           Determine
the number of Awards to be granted and the number of shares of Stock to which an
Award will relate;

      


      (d)           Determine
the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any
reload provision, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such
considerations as the Committee in its sole discretion determines; provided,
however, that the Committee shall not have the authority to accelerate the
vesting or waive the forfeiture of any Performance-Based Awards;

      


      (e)           Determine
whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock, other
Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;

      


      (f)           Prescribe
the form of each Award Agreement, which need not be identical for each
Participant;

      


      (g)           Decide
all other matters that must be determined in connection with an
Award;

      


      (h)           Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable
to administer the Plan;

      


      (i)           Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and

      



      
        
           


        

        
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      (j)           Make
all other decisions and determinations that may be required pursuant to the Plan
or as the Committee deems necessary or advisable to administer the
Plan.

       

      12.4  Decisions
Binding.  The Committee’s interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

       

      12.5  Delegation of
Authority.  To the extent permitted by applicable law, the
Committee may from time to time delegate to a committee of one or more members
of the Board or one or more officers of the Company the authority to grant or
amend Awards to Participants other than (a) senior executives of the
Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to whom
authority to grant or amend Awards has been delegated hereunder. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation, and the Committee may at any time
rescind the authority so delegated or appoint a new delegatee. At all times, the
delegatee appointed under this Section 12.5 shall serve in such capacity at
the pleasure of the Committee.

       

       

      ARTICLE
13.

      


      EFFECTIVE
AND EXPIRATION DATE

      13.1  Effective
Date.  The Plan is effective as of the date the Plan is
approved by the Board, subject to approval of the Plan by the Company’s
stockholders (the “Effective
Date”).  The Plan will be submitted for the approval of the
Company’s stockholders within twelve (12) months after the date of the Board’s
adoption of the Plan.  The Plan will be deemed to be approved by the
stockholders if it receives the affirmative vote of the holders of a majority of
the shares of stock of the Company present or represented and entitled to vote
at a meeting duly held in accordance with the applicable provisions of the
Company’s Bylaws.

       

      13.2  Expiration
Date.  The Plan will expire on, and no Award may be granted
pursuant to the Plan after the tenth anniversary of the Effective Date, except
that no Incentive Stock Options may be granted under the Plan after the earlier
of the tenth anniversary of (i) the date the Plan is approved by the Board
or (ii) the Effective Date. Any Awards that are outstanding on the tenth
anniversary of the Effective Date shall remain in force according to the terms
of the Plan and the applicable Award Agreement.

       

       

      ARTICLE
14.

      


      AMENDMENT,
MODIFICATION, AND TERMINATION

      14.1  Amendment, Modification, and
Termination.  Subject to Section 15.14, with the approval
of the Board, at any time and from time to time, the Committee may terminate,
amend or modify the Plan; provided, however, that (a) to the extent
necessary and desirable to comply with any applicable law, regulation, or stock
exchange rule, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required,
(b) stockholder approval is required for any amendment to the Plan that
(i) increases the number of shares available under the Plan (other than any
adjustment as provided by Article 11), or (ii) results in a material
increase in benefits or a change in eligibility requirements, and (c) no
amendment to the Plan shall permit the Committee to grant Options or SARs with
an exercise price or base price, as applicable, that is below Fair Market Value
on the date of grant or to extend the exercise period for an Option or SAR
beyond ten years from the date of grant. Notwithstanding any provision in this
Plan to the contrary, (A) no Option or SAR may be amended to reduce the per
share exercise price or base price, as applicable, of the shares subject to such
Option or SAR below the per share exercise price or base price as of the date
the Option or SAR is granted, and (B) no Option or SAR may be granted in
exchange for, or in connection with, the cancellation or surrender of an Option
or SAR having a higher per share exercise price or base price.

       

      14.2  Awards Previously
Granted.  Except with respect to amendments made pursuant to
Section 15.14, no termination, amendment, or modification of the Plan shall
adversely affect in any material way any Award previously granted pursuant to
the Plan without the prior written consent of the Participant.

      



      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      ARTICLE
15.

      


      GENERAL
PROVISIONS

      15.1  No Rights to
Awards.  No Eligible Individual or other person shall have any
claim to be granted any Award pursuant to the Plan, and neither the Company nor
the Committee is obligated to treat Eligible Individuals, Participants or any
other persons uniformly.

       

      15.2  No Stockholders
Rights.  Except as otherwise provided herein, a Participant
shall have none of the rights of a stockholder with respect to shares of Stock
covered by any Award until the Participant becomes the record owner of such
shares of Stock.

       

      15.3  Withholding.  The
Company or any Subsidiary shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, local and foreign taxes (including the Participant’s
employment tax obligations) required by law to be withheld with respect to any
taxable event concerning a Participant arising as a result of this Plan. The
Committee may in its discretion and in satisfaction of the foregoing requirement
allow a Participant to elect to have the Company withhold shares of Stock
otherwise issuable under an Award (or allow the return of shares of Stock)
having a Fair Market Value equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of shares of Stock
which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such Award
within six months (or such other period as may be determined by the Committee)
after such shares of Stock were acquired by the Participant from the Company) in
order to satisfy the Participant’s federal, state, local and foreign income and
payroll tax liabilities with respect to the issuance, vesting, exercise or
payment of the Award shall be limited to the number of shares which have a Fair
Market Value on the date of withholding or repurchase equal to the aggregate
amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are
applicable to such supplemental taxable income.

       

      15.4  No Right to Employment or
Services.  Nothing in the Plan or any Award Agreement shall
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant’s employment or services at any time, nor confer upon
any Participant any right to continue in the employ or service of the Company or
any Subsidiary.

       

      15.5  Unfunded Status of
Awards.  The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.

       

      15.6  Indemnification.  To
the extent allowable pursuant to applicable law, each member of the Committee
and of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action or failure to act pursuant to the Plan and
against and from any and all amounts paid by him or her in satisfaction of
judgment in such action, suit, or proceeding against him or her; provided he or
she gives the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled pursuant
to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

       

      15.7  Relationship to other
Benefits.  No payment pursuant to the Plan shall be taken into
account in determining any benefits pursuant to any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the
Company or any Subsidiary except to the extent otherwise expressly provided in
writing in such other plan or an agreement thereunder.

       

      15.8  Expenses.  The
expenses of administering the Plan shall be borne by the Company and its
Subsidiaries.

       

      15.9  Titles and
Headings.  The titles and headings of the Sections in the Plan
are for convenience of reference only and, in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall
control.

       

      15.10  Fractional
Shares.  No fractional shares of Stock shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up or down as appropriate.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      15.11  Limitations Applicable to
Section 16 Persons.  Notwithstanding any other provision
of the Plan, the Plan, and any Award granted or awarded to any Participant who
is then subject to Section 16 of the Exchange Act, shall be subject to any
additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3
under the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

       

      15.12  Government and Other
Regulations.  The obligation of the Company to make payment of
awards in Stock or otherwise shall be subject to all applicable laws, rules, and
regulations, and to such approvals by government agencies as may be required.
The Company shall be under no obligation to register pursuant to the Securities
Act, as amended, any of the shares of Stock paid pursuant to the Plan. If the
shares paid pursuant to the Plan may in certain circumstances be exempt from
registration pursuant to the Securities Act, as amended, the Company may
restrict the transfer of such shares in such manner as it deems advisable to
ensure the availability of any such exemption.

       

      15.13  Governing
Law.  The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of
California.

       

      15.14  Section 409A.  To
the extent applicable, the Plan and all Award Agreements shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder, including without limitation
any such regulations or other guidance that may be issued after the Effective
Date.  Notwithstanding any provision of the Plan to the contrary, in
the event that following the Effective Date the Board determines that any Award
may be subject to Section 409A of the Code and related Department of Treasury
guidance (including such Department of Treasury guidance as may be issued after
the Effective Date), the Board may adopt such amendments to the Plan and the
applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, that the Board determines are necessary or appropriate to (a) exempt
the Award from Section 409A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (b) comply with
the requirements of Section 409A of the Code and related Department of Treasury
guidance and thereby avoid the application of any penalty taxes under such
Section; provided,
however, that this Section 15.14 does not create an obligation on the
part of the Company to adopt any such amendment, policy or procedure or take any
such other action or to indemnify any Participant with regard to any such action
or inaction.

      


      * * * *
*

      


      I hereby
certify that the foregoing Plan was duly adopted by the Board of Directors of
Rentech, Inc. on March 20, 2009, subject to approval by its
stockholders.

      


      * * * *
*

      


      I hereby
certify that the foregoing Plan was approved by the stockholders of
Rentech, Inc. on May 18, 2009.

      


      Executed
on this 21st day of May, 2009.

      


      


      
        	 
      	
                
                  /s/
      Colin Morris 

                    
      

                

                Corporate
      Secretary

              


      

      


       

       

       17