exv10w1






EXHIBIT 10.1




SUPERIOR ENERGY SERVICES, INC.

2009 STOCK INCENTIVE PLAN




     1. Purpose. The purpose of the 2009 Stock Incentive Plan (the “Plan”) of Superior Energy
Services, Inc. (“Superior”) is to increase stockholder value and to advance the interests of
Superior and its subsidiaries (collectively, the “Company”) by furnishing stock-based economic
incentives (the “Incentives”) designed to attract, retain, reward and motivate key employees,
officers, consultants and advisors to the Company and to strengthen the mutuality of interests
between service providers and Superior’s stockholders. Incentives consist of opportunities to
purchase or receive shares of Common Stock, $.001 par value per share, of Superior (the “Common
Stock”) or cash valued in relation to Common Stock, on terms determined under the Plan. As used in
the Plan, the term “subsidiary” means any corporation, limited liability company or other entity,
of which Superior owns (directly or indirectly) within the meaning of section 424(f) of the
Internal Revenue Code of 1986, as amended (the “Code”), 50% or more of the total combined voting
power of all classes of stock, membership interests or other equity interests issued thereby.



     2. Administration.



          2.1 Composition. The Plan shall generally be administered by the Compensation Committee of
the Board of Directors of Superior (the “Board”) or by a subcommittee thereof (the “Committee”).
The Committee shall consist of not fewer than two members of the Board, each of whom shall (a)
qualify as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934
(the “1934 Act”) or any successor rule, (b) qualify as an “outside director” under Section 162(m)
of the Code (“Section 162(m)”), and (c) qualify as an “independent director” under the rules of the
New York Stock Exchange.




          2.2 Authority. The Committee shall have plenary authority to award Incentives under the Plan,
to interpret the Plan, to establish any rules or regulations relating to the Plan that it
determines to be appropriate, to enter into agreements with or provide notices to participants as
to the terms of the Incentives (the “Incentive Agreements”) and to make any other determination
that it believes necessary or advisable for the proper administration of the Plan. Its decisions
in matters relating to the Plan shall be final and conclusive on the Company and participants. The
Committee may delegate its authority hereunder to the extent provided in Section 3 hereof.




     3. Eligible Participants. Key employees and officers of the Company and persons providing
services as consultants or advisors to the Company shall become eligible to receive Incentives
under the Plan when designated by the Committee. Employees may be designated individually or by
groups or categories, as the Committee deems appropriate. With respect to participants not subject
to Section 16 of the 1934 Act or Section 162(m) of the Code, the Committee may delegate to
appropriate officers of the Company its authority to designate participants, to determine the size
and type of Incentives to be received by those participants and to set and modify the terms of such
Incentives; provided, however, that the resolution so authorizing any such officer shall specify
the total number of Incentives such officer may award and such actions shall be treated for all
purposes as if taken by the Committee, and provided further that the per share exercise price of
any options granted by an officer, rather than by the



 









 







Committee, shall be equal to the Fair Market Value (as defined in Section 12.11) of a share of
Common Stock on the later of the date of grant or the date the participant’s employment with or
service to the Company commences.



     4. Types of Incentives. Incentives may be granted under the Plan to eligible participants in
the forms of (a) incentive stock options; (b) non-qualified stock options; (c) restricted stock,
(d) restricted stock units; (e) stock appreciation rights (“SARs”) and (f) Other Stock-Based Awards
(as defined in Section 10).



     5. Shares Subject to the Plan.



          5.1 Number of Shares. Subject to adjustment as provided in Section 12.5, the maximum number
of shares of Common Stock that may be delivered to participants and their permitted transferees
under the Plan shall be 1,550,000 shares.




          5.2 Share Counting. To the extent any shares of Common Stock covered by a stock option or SAR
are not delivered to a participant or permitted transferee because the Incentive is forfeited or
canceled, or shares of Common Stock are not delivered because an Incentive is paid or settled in
cash, such shares shall not be deemed to have been delivered for purposes of determining the
maximum number of shares of Common Stock available for delivery under this Plan. In the event that
shares of Common Stock are issued as an Incentive and thereafter are forfeited or reacquired by the
Company pursuant to rights reserved upon issuance thereof, such forfeited and reacquired Shares may
again be issued under the Plan. With respect to SARs, if the SAR is payable in shares of Common
Stock, all shares to which the SARs relate are counted against the Plan limits, rather than the net
number of Shares delivered upon exercise of the SAR.




          5.3 Limitations on Awards. Subject to adjustments as provided in Section 12.5, the following
additional limitations are imposed under the Plan:




               A. The maximum number of shares of Common Stock that may be issued upon exercise of stock
options intended to qualify as incentive stock options under Section 422 of the Code shall be
1,550,000 shares.



               B. The maximum number of shares of Common Stock that may be covered by Incentives granted
under the Plan to any one individual during any one calendar-year period shall be 1,000,000.



               C. The maximum number of shares of Common Stock that may be issued as restricted stock,
restricted stock units and Other Stock-Based Awards (as defined in Section 10) shall be 800,000
shares. Such Incentives shall be subject to the minimum vesting periods provided herein, with
respect to restricted stock, restricted stock units and Other Stock-Based Awards, except that
restricted stock, restricted stock units and Other Stock-Based Awards with respect to an aggregate
of 200,000 shares of Common Stock may be granted without compliance with the minimum vesting
periods provided in Sections 7.2, 8.2 and 10.2.



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               D. The maximum value of an Other Stock-Based Award that is valued in dollars (whether or not
paid in Common Stock) scheduled to be paid out to any one participant in any fiscal year shall be
$10,000,000.



          5.4 Type of Common Stock. Common Stock issued under the Plan may be authorized and unissued
shares or issued shares held as treasury shares.




     6. Stock Options. A stock option is a right to purchase shares of Common Stock from Superior.
Stock options granted under the Plan may be incentive stock options (as such term is defined in
Section 422 of the Code) or non-qualified stock options. Any option that is designated as a
non-qualified stock option shall not be treated as an incentive stock option. Each stock option
granted by the Committee under this Plan shall be subject to the following terms and conditions:



          6.1 Price. The exercise price per share shall be determined by the Committee, subject to
adjustment under Section 12.5; provided that in no event shall the exercise price be less than the
Fair Market Value (as defined in Section 12.11) of a share of Common Stock on the date of grant,
except in the case of a stock option granted in assumption of or substitution for an outstanding
award of a company acquired by the Company or with which the Company combines.




          6.2 Number. The number of shares of Common Stock subject to the option shall be determined by
the Committee, subject to Section 5 and subject to adjustment as provided in Section 12.5.




          6.3 Duration and Time for Exercise. The term of each stock option shall be determined by the
Committee, but shall not exceed a maximum term of ten years. Each stock option shall become
exercisable at such time or times during its term as shall be determined by the Committee.
Notwithstanding the foregoing, the Committee may accelerate the exercisability of any stock option
at any time, in addition to the automatic acceleration of stock options under Section 12.10.




          6.4 Repurchase. Upon approval of the Committee, the Company may repurchase a previously
granted stock option from a participant by mutual agreement before such option has been exercised
by payment to the participant of the amount per share by which: (i) the Fair Market Value (as
defined in Section 12.11) of the Common Stock subject to the option on the business day immediately
preceding the date of purchase exceeds (ii) the exercise price, or by payment of such other
mutually agreed upon amount; provided, however, that no such repurchase shall be permitted if
prohibited by Section 6.6.




          6.5 Manner of Exercise. A stock option may be exercised, in whole or in part, by giving
written notice to the Company, specifying the number of shares of Common Stock to be purchased.
The exercise notice shall be accompanied by the full purchase price for such shares. The option
price shall be payable in United States dollars and may be paid (a) in cash; (b) by check; (c) by
delivery or attestation of ownership of shares of Common Stock, which shares shall be valued for
this purpose at the Fair Market Value on the business day immediately preceding the date such
option is exercised; (d) by delivery of irrevocable written




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instructions to a broker approved by the Company (with a copy to the Company) to immediately sell a
portion of the shares, issuable under the option and to deliver promptly to the Company the amount
of sale proceeds (or loan proceeds if the broker lends funds to the participant for delivery to the
Company) to pay the exercise price; (e) if approved by the Committee, through a net exercise
procedure whereby the optionee surrenders the option in exchange for that number of shares of
Common Stock with an aggregate Fair Market Value equal to the difference between the aggregate
exercise price of the options being surrendered and the aggregate Fair Market Value of the shares
of Common Stock subject to the option, or (f) in such other manner as may be authorized from time
to time by the Committee.




          6.6 Repricing. Except for adjustments pursuant to Section 12.5 or actions permitted to be
taken by the Committee under Section 12.10C. in the event of a Change of Control, unless approved
by the stockholders of the Company, (a) the exercise or base price for any outstanding option or
SAR granted under this Plan may not be decreased after the date of grant and (b) an outstanding
option or SAR that has been granted under this Plan may not, as of any date that such option or SAR
has a per share exercise or base price that is greater than the then current Fair Market Value of a
share of Common Stock, be surrendered to the Company as consideration for the grant of a new option
or SAR with a lower exercise or base price, shares of restricted stock, restricted stock units, an
Other Stock-Based Award, a cash payment or Common Stock.




          6.7 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the
following additional provisions shall apply to the grant of stock options that are intended to
qualify as incentive stock options (as such term is defined in Section 422 of the Code):




               A. Any incentive stock option agreement authorized under the Plan shall contain such other
provisions as the Committee shall deem advisable, but shall in all events be consistent with and
contain or be deemed to contain all provisions required in order to qualify the options as
incentive stock options.



               B. All incentive stock options must be granted within ten years from the date on which this
Plan is adopted by the Board of Directors.



               C. No incentive stock options shall be granted to any non-employee or to any participant who,
at the time such option is granted, would own (within the meaning of Section 422 of the Code) stock
possessing more than 10% of the total combined voting power of all classes of stock of the employer
corporation or of its parent or subsidiary corporation.



               D. The aggregate Fair Market Value (determined with respect to each incentive stock option as
of the time such incentive stock option is granted) of the Common Stock with respect to which
incentive stock options are exercisable for the first time by a participant during any calendar
year (under the Plan or any other plan of Superior or any of its subsidiaries) shall not exceed
$100,000. To the extent that such limitation is exceeded, the excess options shall be treated as
non-qualified stock options for federal income tax purposes.



     7. Restricted Stock.



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          7.1 Grant of Restricted Stock. The Committee may award shares of restricted stock to such
eligible participants as the Committee determines pursuant to the terms of Section 3. An award of
restricted stock shall be subject to such restrictions on transfer and forfeitability provisions
and such other terms and conditions, including the attainment of specified performance goals, as
the Committee may determine, subject to the provisions of the Plan. To the extent restricted stock
is intended to qualify as “performance-based compensation” under Section 162(m), it must be granted
subject to the attainment of performance goals as described in Section 11 below and meet the
additional requirements imposed by Section 162(m).




          7.2 The Restricted Period. At the time an award of restricted stock is made, the Committee
shall establish a period of time during which the transfer of the shares of restricted stock shall
be restricted and after which the shares of restricted stock shall be vested (the “Restricted
Period”). Except for shares of restricted stock that vest based on the attainment of performance
goals, or except as provided in Section 5.3C., the Restricted Period shall be a minimum of three
years, with incremental vesting of portions of the award over the three-year period permitted. If
the vesting of the shares of restricted stock is based upon the attainment of performance goals, a
minimum Restricted Period of one year is allowed, with incremental vesting of portions of the award
over the one-year period permitted. Each award of restricted stock may have a different Restricted
Period. The expiration of the Restricted Period shall also occur as provided under Section 12.3 in
the event of termination of employment under the circumstances provided in the Incentive Agreement
and in the event of a Change of Control of the Company as described in Section 12.10.




          7.3 Escrow. The participant receiving restricted stock shall enter into an Incentive
Agreement with the Company setting forth the conditions of the grant. Any certificates
representing shares of restricted stock shall be registered in the name of the participant and
deposited with the Company, together with a stock power endorsed in blank by the participant. Each
such certificate shall bear a legend in substantially the following form:





The transferability of this certificate and the shares of Common Stock
represented by it are subject to the terms and conditions (including conditions
of forfeiture) contained in the Superior Energy Services, Inc. 2009 Stock
Incentive Plan (the “Plan”), and an agreement entered into between the
registered owner and Superior Energy Services, Inc. thereunder. Copies of the
Plan and the agreement are on file at the principal office of the Company.


Alternatively, in the discretion of the Company, ownership of the shares of restricted stock and
the appropriate restrictions shall be reflected in the records of the Company’s transfer agent and
no physical certificates shall be issued.




          7.4 Dividends on Restricted Stock. Any and all cash and stock dividends paid with respect to
the shares of restricted stock shall be subject to any restrictions on transfer, forfeitability
provisions or reinvestment requirements as the Committee may, in its discretion, prescribe in the
Incentive Agreement.




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          7.5 Forfeiture. In the event of the forfeiture of any shares of restricted stock under the
terms provided in the Incentive Agreement (including any additional shares of restricted stock that
may result from the reinvestment of cash and stock dividends, if so provided in the Incentive
Agreement), such forfeited shares shall be surrendered and any certificates cancelled. The
participants shall have the same rights and privileges, and be subject to the same forfeiture
provisions, with respect to any additional shares received pursuant to Section 12.5 due to a
recapitalization or other change in capitalization.




          7.6 Expiration of Restricted Period. Upon the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions
applicable to the restricted stock shall lapse and the number of shares of restricted stock with
respect to which the restrictions have lapsed shall be delivered, free of all such restrictions and
legends, except any that may be imposed by law, to the participant or the participant’s estate, as
the case may be.




          7.7 Rights as a Stockholder. Subject to the terms and conditions of the Plan and subject to
any restrictions on the receipt of dividends that may be imposed in the Incentive Agreement, each
participant receiving restricted stock shall have all the rights of a stockholder with respect to
shares of stock during the Restricted Period, including without limitation, the right to vote any
shares of Common Stock.




     8. Restricted Stock Units.



          8.1 Grant of Restricted Stock Units. A restricted stock unit, or RSU, represents the right to
receive from the Company on the respective scheduled vesting or payment date for such RSU, one
share of Common Stock. An award of restricted stock units may be subject to the attainment of
specified performance goals or targets, forfeitability provisions and such other terms and
conditions as the Committee may determine, subject to the provisions of the Plan. To the extent an
award of restricted stock units is intended to qualify as performance based compensation under
Section 162(m), it must be granted subject to the attainment of performance goals as described in
Section 11 and meet the additional requirements imposed by Section 162(m).




          8.2 Vesting Period. At the time an award of restricted stock units is made, the Committee
shall establish a period of time during which the restricted stock units shall vest (the “Vesting
Period”). Each award of restricted stock units may have a different Vesting Period. Except as
provided in Section 5.3C., a Vesting Period of at least three years is required, except that if
vesting of the RSUs are subject to the attainment of specified performance goals, the Vesting
Period may be one year or more. Incremental periodic vesting of portions of the award during the
Vesting Period is permitted. The acceleration of the expiration of the Vesting Period shall occur
as provided under Section 12.10 upon a Change of Control of the Company and may also occur as
provided under Section 12.3 in the event of termination of employment under the circumstances
provided in the Incentive Agreement.




          8.3 Dividend Equivalent Accounts. Subject to the terms and conditions of this Plan and the
applicable Incentive Agreement, as well as any procedures established by the Committee, the
Committee may determine to pay dividend equivalent rights with respect to




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RSUs, in which case, unless determined by the Committee to be paid currently, the Company shall
establish an account for the participant and reflect in that account any securities, cash or other
property comprising any dividend or property distribution with respect to the share of Common Stock
underlying each RSU. The participant shall have no rights to the amounts or other property
credited to such account until the applicable RSU vests.




          8.4 Rights as a Stockholder. Subject to the restrictions imposed under the terms and
conditions of this Plan and subject to any other restrictions that may be imposed in the Incentive
Agreement, each participant receiving restricted stock units shall have no rights as a stockholder
with respect to such restricted stock units until such time as shares of Common Stock are issued to
the participant.




     9. Stock Appreciation Rights.



          9.1 Grant of Stock Appreciation Rights. A stock appreciation right, or SAR, is a right to
receive, without payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the number or amount of which is determined pursuant to the formula set forth
in Section 9.5. Each SAR granted by the Committee under the Plan shall be subject to the terms and
conditions provided herein:




          9.2 Number. Each SAR granted to any participant shall relate to such number of shares of
Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section
12.5.




          9.3 Duration and Time for Exercise. The term of each SAR shall be determined by the
Committee, but shall not exceed a maximum term of ten years. Each SAR shall become exercisable at
such time or times during its term as shall be determined by the Committee. Notwithstanding the
foregoing, the Committee may in its discretion accelerate the exercisability of any SAR at any time
in its discretion.




          9.4 Exercise. A SAR may be exercised, in whole or in part, by giving written notice to the
Company, specifying the number of SARs that the holder wishes to exercise. The date that the
Company receives such written notice shall be referred to herein as the “Exercise Date.” The
Company shall, within 30 days of an Exercise Date, deliver to the exercising holder the shares of
Common Stock to which the holder is entitled pursuant to Section 9.5 or cash or both, as provided
in the Incentive Agreement.




          9.5 Payment. The number of shares of Common Stock which shall be issuable upon the exercise
of a SAR payable in Common Stock shall be determined by dividing:




               A. the number of shares of Common Stock as to which the SAR is exercised, multiplied by the
amount of the appreciation in each such share (for this purpose, the “appreciation” shall be the
amount by which the Fair Market Value of a share of Common Stock subject to the SAR on the Exercise
Date exceeds the “Base Price,” which is an amount, not less than the Fair Market Value of a share
of Common Stock on the date of grant, which shall be determined by the Committee at the time of
grant, subject to adjustment under Section 12.5); by



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               B. the Fair Market Value of a share of Common Stock on the Exercise Date.



     No fractional shares of Common Stock shall be issued upon the exercise of a SAR; instead, the
holder of a SAR shall be entitled to purchase the portion necessary to make a whole share at its
Fair Market Value on the Exercise Date.



     10. Other Stock-Based Awards.



          10.1 Grant of Other Stock-Based Awards. Subject to the limitations described in Section 10.2
hereof, the Committee may grant to eligible participants “Other Stock-Based Awards,” which shall
consist of awards (other than options, restricted stock, restricted stock units or SARs described
in Sections 6 through 9 hereof) paid out in shares of Common Stock or the value of which is based
in whole or in part on the value of shares of Common Stock. Other Stock-Based Awards may be awards
of shares of Common Stock, awards of phantom stock or may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, shares of, or appreciation
in the value of, Common Stock (including, without limitation, securities convertible or
exchangeable into or exercisable for shares of Common Stock), as deemed by the Committee consistent
with the purposes of this Plan. The Committee shall determine the terms and conditions of any
Other Stock-Based Award (including which rights of a stockholder, if any, the recipient shall have
with respect to Common Stock associated with any such award) and may provide that such award is
payable in whole or in part in cash. An Other Stock-Based Award may be subject to the attainment
of such specified performance goals or targets as the Committee may determine, subject to the
provisions of this Plan. To the extent that an Other Stock-Based Award is intended to qualify as
“performance-based compensation” under Section 162(m), it must be granted subject to the attainment
of performance goals as described in Section 11 below and meet the additional requirements imposed
by Section 162(m).




          10.2 Limitations. Except as permitted in Section 5.3C., other Stock-Based Awards granted under
this Section 10 shall be subject to a vesting period of at least three years, with incremental
vesting of portions of the award over the three-year period permitted; provided, however, that if
the vesting of the award is based upon the attainment of performance goals, a minimum vesting
period of one year is allowed, with incremental vesting of portions of the award over the one-year
period permitted.




     11. Performance Goals for Section 162(m) Awards. To the extent that shares of restricted
stock, restricted stock units or Other Stock-Based Awards granted under the Plan are intended to
qualify as “performance-based compensation” under Section 162(m), the vesting, grant or payment of
such awards shall be conditioned on the achievement of one or more performance goals and must
satisfy the other requirements of Section 162(m). The performance goals pursuant to which such
awards shall vest, be granted or be paid out shall be any or a combination of the following
performance measures applied to the Company, Superior, a division or a subsidiary: earnings per
share; earnings before interest, taxes, depreciation and amortization (EBITDA); operating income;
return on assets; an economic value added measure; stockholder return; earnings; stock price;
return on equity; return on total capital; return on invested capital; return on invested capital
relative to cost of capital; safety performance;



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reduction of expenses or increase in cash flow. For any performance period, such performance
objectives may be measured on an absolute basis or relative to a group of peer companies selected
by the Committee, relative to internal goals or relative to levels attained in prior years. The
performance goals may be subject to such adjustments as are specified in advance by the Committee.




     12. General.



          12.1 Duration. No Incentives may be granted under the Plan after May 22, 2019; provided,
however, that subject to Section 12.9, the Plan shall remain in effect after such date with respect
to Incentives granted prior to that date until all such Incentives have either been satisfied by
the issuance of shares of Common Stock or otherwise been terminated under the terms of the Plan and
all restrictions imposed on shares of Common Stock in connection with their issuance under the Plan
have lapsed.




          12.2 Transferability. No Incentives granted hereunder may be transferred, pledged, assigned
or otherwise encumbered by a participant except: (a) by will; (b) by the laws of descent and
distribution; (c) pursuant to a domestic relations order, as defined in the Code; or (d) as to
options only, if permitted by the Committee and so provided in the Incentive Agreement or an
amendment thereto, (i) to Immediate Family Members, (ii) to a partnership in which the participant
and/or Immediate Family Members, or entities in which the participant and/or Immediate Family
Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii)
to a limited liability company in which the participant and/or Immediate Family Members, or
entities in which the participant and/or Immediate Family Members are the sole owners, members or
beneficiaries, as appropriate, are the sole members, or (iv) to a trust for the sole benefit of the
participant and/or Immediate Family Members. “Immediate Family Members” shall be defined as the
spouse and natural or adopted children or grandchildren of the participant and their spouses. To
the extent that an incentive stock option is permitted to be transferred during the lifetime of the
participant, it shall be treated thereafter as a nonqualified stock option. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of Incentives, or levy of
attachment or similar process upon Incentives not specifically permitted herein, shall be null and
void and without effect.




          12.3 Effect of Termination of Employment or Death. In the event that a participant ceases to
be an employee of the Company or to provide services to the Company for any reason, including
death, disability, early retirement or normal retirement, any Incentives may be exercised, shall
vest or shall expire at such times as may be determined by the Committee and provided in the
Incentive Agreement.




          12.4 Additional Conditions. Anything in this Plan to the contrary notwithstanding: (a) the
Company may, if it shall determine it necessary or desirable for any reason, at the time of award
of any Incentive or the issuance of any shares of Common Stock pursuant to any Incentive, require
the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares
of Common Stock issued pursuant thereto, to deliver to the Company a written representation of
present intention to acquire the Incentive or the shares of Common Stock issued pursuant thereto
for his own account for investment and not for distribution; and (b) if at any time the Company
further determines, in its sole discretion, that the




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listing, registration or qualification (or any updating of any such document) of any Incentive or
the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or
under any federal or state securities or blue sky law, or that the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in connection with the
award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal of
any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of
Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in
whole or in part, unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company.




          12.5 Adjustment. In the event of any recapitalization, reclassification, stock dividend,
stock split, combination of shares or other similar change in the Common Stock, the number of
shares of Common Stock then subject to the Plan, including shares subject to outstanding
Incentives, and any and all other limitations provided in the Plan limiting the number of shares of
Common Stock that may be issued hereunder shall be adjusted in proportion to the change in
outstanding shares of Common Stock. In the event of any such adjustments, the exercise price of
any option, the Base Price of any SAR and the performance objectives of any Incentive, shall also
be adjusted as and to the extent appropriate, in the reasonable discretion of the Committee, to
provide participants with the same relative rights before and after such adjustment. No
substitution or adjustment shall require the Company to issue a fractional share under the Plan and
the substitution or adjustment shall be limited by deleting any fractional share.




          12.6 Withholding.




               A. The Company shall have the right to withhold from any payments made or stock issued under
the Plan or to collect as a condition of payment, issuance or vesting, any taxes required by law to
be withheld. At any time that a participant is required to pay to the Company an amount required
to be withheld under applicable income tax laws in connection with an Incentive, the participant
may, subject to disapproval by the Committee, satisfy this obligation in whole or in part by
electing (the “Election”) to deliver currently owned shares of Common Stock or to have the Company
withhold shares of Common Stock, in each case having a value equal to the minimum statutory amount
required to be withheld under federal, state and local law. The value of the shares to be
delivered or withheld shall be based on the Fair Market Value of the Common Stock on the date that
the amount of tax to be withheld shall be determined (“Tax Date”).



               B. Each Election must be made prior to the Tax Date. The Committee may disapprove of any
Election, may suspend or terminate the right to make Elections, or may provide with respect to any
Incentive that the right to make Elections shall not apply to such Incentive. If a participant
makes an election under Section 83(b) of the Code with respect to shares of restricted stock, an
Election to have shares withheld to satisfy withholding taxes is not permitted to be made.



          12.7 No Continued Employment. No participant under the Plan shall have any right, because of
his or her participation, to continue in the employ of the Company for any period of time or to any
right to continue his or her present or any other rate of compensation.




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          12.8 Deferral Permitted. Payment of an Incentive may be deferred at the option of the
participant if permitted in the Incentive Agreement. Any deferral arrangement shall comply with
Section 409A of the Code.




          12.9 Amendments to or Termination of the Plan. The Board may amend or discontinue this Plan
at any time; provided, however, that no such amendment may:




               A. materially revise the Plan without the approval of the stockholders. A material revision
of the Plan includes (i) except for adjustments permitted herein, a material increase to the
maximum number of shares of Common Stock that may be issued through the Plan, (ii) a material
increase to the benefits accruing to participants under the Plan, (iii) a material expansion of the
classes of persons eligible to participate in the Plan, (iv) an expansion of the types of awards
available for grant under the Plan, (v) a material extension of the term of the Plan and (vi) a
material change that reduces the price at which shares of Common Stock may be offered through the
Plan;



               B. amend Section 6.6 to permit repricing of options or SARs without the approval of
stockholders; or



               C. materially impair, without the consent of the recipient, an Incentive previously granted,
except that the Company retains all of its rights under Section 12.10.



     12.10 Change of Control.



               A. Unless a different definition is provided in the Incentive Agreement, a Change of Control
shall mean:



                    (i) the acquisition by any person of beneficial ownership of 50% or more of the outstanding
shares of the Common Stock or 50% or more of the combined voting power of Superior’s then
outstanding securities entitled to vote generally in the election of directors; provided, however,
that for purposes of this subsection (i), the following acquisitions shall not constitute a Change
of Control:



                         (a) any acquisition (other than a Business Combination (as defined below) which constitutes a
Change of Control under Section 12.10A.(iii) hereof) of Common Stock directly from the Company,



                         (b) any acquisition of Common Stock by the Company,



                         (c) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company, or



                         (d) any acquisition of Common Stock by any corporation or other entity pursuant to a Business
Combination that does not constitute a Change of Control under Section 12.10A.(iii) hereof; or



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                    (ii) individuals who, as of January 1, 2005, constituted the Board of Directors of Superior
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of
Directors; provided, however, that any individual becoming a director subsequent to such date whose
election, or nomination for election by Superior’s stockholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent Board shall be considered a member of the
Incumbent Board, unless such individual’s initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a person other than the
Incumbent Board; or



                    (iii) consummation of a reorganization, share exchange, merger or consolidation (including any
such transaction involving any direct or indirect subsidiary of Superior) or sale or other
disposition of all or substantially all of the assets of the Company (a “Business Combination”);
provided, however, that in no such case shall any such transaction constitute a Change of Control
if immediately following such Business Combination:



                         (a) the individuals and entities who were the beneficial owners of Superior’s outstanding
Common Stock and Superior’s voting securities entitled to vote generally in the election of
directors immediately prior to such Business Combination have direct or indirect beneficial
ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more
than 50% of the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the surviving or successor corporation, or, if
applicable, the ultimate parent company thereof (the “Post-Transaction Corporation”), and



                         (b) except to the extent that such ownership existed prior to the Business Combination, no
person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust
of either Superior, the Post-Transaction Corporation or any subsidiary of either corporation)
beneficially owns, directly or indirectly, 25% or more of the then outstanding shares of common
stock of the corporation resulting from such Business Combination or 25% or more of the combined
voting power of the then outstanding voting securities of such corporation, and



                         (c) at least a majority of the members of the board of directors of the Post-Transaction
Corporation were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for such Business Combination; or



                    (iv) approval by the stockholders of Superior of a complete liquidation or dissolution of
Superior.


For purposes of this Section 12.10, the term “person” shall mean a natural person or entity, and
shall also mean the group or syndicate created when two or more persons act as a syndicate or other
group (including, without limitation, a partnership or limited partnership) for the purpose of
acquiring, holding, or disposing of a security, except that “person” shall not include an
underwriter temporarily holding a security pursuant to an offering of the security.




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               B. Upon a Change of Control of the type described in clause A.(i) or A.(ii) of this Section
12.10 or immediately prior to any Change of Control of the type described in clause A.(iii) or
A.(iv) of this Section 12.10, all outstanding Incentives granted pursuant to this Plan shall
automatically become fully vested and exercisable, all restrictions or limitations on any
Incentives shall automatically lapse and, unless otherwise provided in the applicable Incentive
Agreement, all performance criteria and other conditions relating to the payment of Incentives
shall be deemed to be achieved at the target level without the necessity of action by any person.
As used in the immediately preceding sentence, ‘immediately prior’ to the Change of Control shall
mean sufficiently in advance of the Change of Control to permit the grantee to take all steps
reasonably necessary (i) if an optionee, to exercise any such option fully and (ii) to deal with
the shares purchased or acquired under any such option or other Incentive and any formerly
restricted shares on which restrictions have lapsed so that all types of shares may be treated in
the same manner in connection with the Change of Control as the shares of Common Stock of other
stockholders.



               C. No later than 30 days after a Change of Control of the type described in subsections A.(i)
or A.(ii) of this Section 12.10 and no later than 30 days after the approval by the Board of a
Change of Control of the type described in subsections A.(iii) or A.(iv) of this Section 12.10, the
Committee, acting in its sole discretion without the consent or approval of any participant (and
notwithstanding any removal or attempted removal of some or all of the members thereof as directors
or Committee members), may act to effect one or more of the alternatives listed below, which may
vary among individual participants and which may vary among Incentives held by any individual
participant:



                    (i) require that all outstanding options, SARs or Other Stock-Based Awards be exercised on or
before a specified date (before or after such Change of Control) fixed by the Committee, after
which specified date all unexercised options and Other Stock-Based Awards and all rights of
participants thereunder shall terminate,



                    (ii) make such equitable adjustments to Incentives then outstanding as the Committee deems
appropriate to reflect such Change of Control (provided, however, that the Committee may determine
in its sole discretion that no adjustment is necessary),



                    (iii) provide for mandatory conversion of some or all of the outstanding options, SARs,
restricted stock units, or Other Stock-Based Awards held by some or all participants as of a date,
before or after such Change of Control, specified by the Committee, in which event such options and
Other Stock-Based Awards shall be deemed automatically cancelled and the Company shall pay, or
cause to be paid, to each such participant an amount of cash per share equal to the excess, if any,
of the Change of Control Value of the shares subject to such option, SAR, restricted stock unit or
Other Stock-Based Award, as defined and calculated below, over the exercise price of such options
or the exercise or base price of such SARs, restricted stock units or Other Stock-Based Awards or,
in lieu of such cash payment, the issuance of Common Stock or securities of an acquiring entity
having a Fair Market Value equal to such excess; provided, however, that no such mandatory
conversion shall occur if it would result in the imposition of a penalty on the participant under
Section 409A of the Code as a result of such cash payment or issuance of securities, or



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                    (iv) provide that thereafter, upon any exercise or payment of an Incentive that entitles the
holder to receive Common Stock, the holder shall be entitled to purchase or receive under such
Incentive in lieu of the number of shares of Common Stock then covered by Incentive, the number and
class of shares of stock or other securities or property (including, without limitation, cash) to
which the holder would have been entitled pursuant to the terms of the agreement providing for the
reorganization, share exchange, merger, consolidation or asset sale, if, immediately prior to such
Change of Control, the holder had been the record owner of the number of shares of Common Stock
then covered by such Incentive.



               D. For the purposes of paragraph (iii) of Section 12.10C., the “Change of Control Value” shall
equal the amount determined by whichever of the following items is applicable:



                    (i) the per share price to be paid to stockholders of Superior in any such merger,
consolidation or other reorganization,



                    (ii) the price per share offered to stockholders of Superior in any tender offer or exchange
offer whereby a Change of Control takes place,



                    (iii) in all other events, the Fair Market Value per share of Common Stock into which such
options being converted are exercisable, as determined by the Committee as of the date determined
by the Committee to be the date of conversion of such options, or



                    (iv) in the event that the consideration offered to stockholders of Superior in any
transaction described in this Section 12.10 consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the consideration offered that is other
than cash.



          12.11 Definition of Fair Market Value. Whenever “Fair Market Value” of Common Stock shall be
determined for purposes of this Plan, except so provided below in connection with a cashless
exercise through a broker, it shall be determined as follows: (i) if the Common Stock is listed on
an established stock exchange or any automated quotation system that provides sale quotations, the
closing sale price for a share of the Common Stock on such exchange or quotation system on the
applicable date, or if no sale of the Common Stock shall have been made on that day, on the next
preceding day on which there was a sale of the Common Stock; (ii) if the Common Stock is not listed
on any exchange or quotation system, but bid and asked prices are quoted and published, the mean
between the quoted bid and asked prices on the applicable date, and if bid and asked prices are not
available on such day, on the next preceding day on which such prices were available; and (iii) if
the Common Stock is not regularly quoted, the fair market value of a share of Common Stock on the
applicable date as established by the Committee in good faith. In the context of a cashless
exercise through a broker, the “Fair Market Value” shall be the price at which the Common Stock
subject to the stock option is actually sold in the market to pay the option exercise price.





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