**EXHIBIT 10.1**

**NATCO GROUP INC.**

**2006 LONG-TERM INCENTIVE COMPENSATION PLAN**

**(As Amended and Restated Effective as of June 22, 2006)**

**1 PURPOSE OF THE PLAN**

The purpose of the NATCO GROUP INC. 2006 Long-Term Incentive Compensation Plan, as amended and restated (the“**Plan**”), is to provide a means through which NATCO Group Inc., a Delaware corporation (the “**Company**”) and its Affiliates may attract able persons to serve as Directors or Consultants or to enter the employ of theCompany and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to theCompany and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such individuals withadditional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, the Plan provides for granting Incentive Stock Options, options that do not constitute Incentive Stock Options,Restricted Stock Awards, Performance Awards and Phantom Stock Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular employee, Consultant or Director, as provided in this Plan. 

**2 DEFINITIONS**

The followingdefinitions shall be applicable throughout the Plan: 

**“Affiliate”** means any corporation, partnership, limited liability company,partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlativemeanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of thesecurities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through theownership of voting securities or by contract or otherwise. 

**“Award”** means, individually or collectively, any Option, Restricted StockAward, Performance Award or Phantom Stock Award. 

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

**“Code”** means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to includeany amendments or successor provisions to such section and any regulations under such section. 

**“Committee”** means a committee of the Board that is selected as provided in Paragraph 4.1. 

**“Common Stock”** means the common stock, par value $0.01 per share, of the Company, or any security intowhich such Common Stock may be changed by reason of any transaction or event of the type described in Paragraph 11. 

**“Company”** means NATCO Group Inc., a Delaware corporation. 

**“Consultant”** means any person who is not an employeeor a Director and who is providing advisory or consulting services to the Company or any Affiliate. 

**“CorporateChange”** shall have the meaning assigned to such term in Paragraph 11.3. 

**“Director”** means an individual elected to the Board bythe stockholders of the Company or by the Board under applicable corporate law who is serving on the Board on the date the Plan is adopted by the Board or is elected to the Board after such date. 

An **“employee”** means any person (including a Director) in an employment relationship with the Company or any Affiliate.

**“Fair Market Value”** means, as of any specified date, the mean of the high and low sales prices of the Common Stock reported by(i) the National Market System or NASDAQ on that date or (ii) if the Common Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date (or such other reporting service approved by theCommittee); or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. If the Common Stock is traded over the counter at the time a determination of its fairmarket value is required to be made under the Plan, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Common Stock on the most recent date on which Common Stock waspublicly traded. In the event Common Stock is not publicly traded at the time a determination of its value is required to be made under the Plan, the determination of its fair market value shall be made by the Committee in such manner as it deemsappropriate and is consistent with Section 409A of the Code. 

**“Incentive Stock Option”** means anincentive stock option within the meaning of Section 422 of the Code. 

**“1934 Act”** means theSecurities Exchange Act of 1934, as amended. 

**“Option”** means an Award granted under Paragraph 7 and includes both Incentive Stock Optionsto purchase Common Stock and Options that do not constitute Incentive Stock Options to purchase Common Stock. 

**“Option Agreement”** means a written agreement between the Company and a Participant with respect to an Option. 

**“Participant”** means an employee, Consultant or Director who has been granted an Award. 

**“Performance Award”** means an Award granted under Paragraph 9. 

 

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**“Performance Award Agreement”** means a written agreement between the Company and a Participant withrespect to Performance Awards. 

**“Phantom Stock Award”** means an Award granted under Paragraph 10.

**“Phantom Stock Award Agreement”** means a written agreement between the Company and a Participant with respect to a Phantom Stock Award.

**“Plan”** means the NATCO Group Inc. 2006 Long-Term Incentive Compensation Plan, as amended from time totime. 

**“Restricted Stock Agreement”** means a written agreement between the Company and a Participant with respect to a Restricted StockAward. 

**“Restricted Stock Award”** means an Award granted under Paragraph 8. 

**“Rule 16b-3”** means SEC Rule 16b-3 promulgated under the 1934 Act, as such may be amended from time to time, and any successor rule, regulation orstatute fulfilling the same or a similar function. 

**“Stock Appreciation Right”** shall have the meaningassigned to such term in Paragraph 7.4. 

**3 EFFECTIVE DATE AND DURATION OF THE PLAN**

The Plan shall become effective upon its adoption by the Board of Directors, provided that it is approved by the Company’s stockholders within 12 months after its adoption. No Awards may be granted under the Planprior to its approval by the stockholders of the Company. If this Plan is not so approved by the stockholders, then no Awards shall be granted under the Plan. No Awards may be granted under the Plan after 10 years from the date this Plan is adoptedby the Board of Directors. The Plan shall remain in effect until all Options granted under the Plan have been exercised or expired, all Restricted Stock Awards granted under the Plan have vested or been forfeited, and all Performance Awards andPhantom Stock Awards have been satisfied or expired. 

**4 ADMINISTRATION**

**4.1 Composition of Committee.** The Plan shall be administered by a committee of, and appointed by, the Board that shall be comprised solely of two or more outside Directors (within the meaning of the term“outside directors” as used in Section 162(m) of the Code and applicable interpretive authority thereunder and within the meaning of the term “Non-Employee Director” as defined in Rule 16b-3). 

**4.2 Powers.** Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine whichemployees, Consultants or Directors shall receive an Award, the time or times when such Award shall be made, the type of Award that shall be made, the number of shares to be subject to each Option or Restricted Stock Award, the number of sharessubject to or the value of each Performance Award, and the value of each Phantom Stock Award. In making such determinations, the Committee shall take into account the nature 

 

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of the services rendered by the respective employees, Consultants or Directors, their present and potential contributionto the Company’s success and such other factors as the Committee in its sole discretion shall deem relevant. 

**4.3 AdditionalPowers.** The Committee shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, such powers shall include the power to construe the Plan and the respectiveagreements executed hereunder, to prescribe rules and regulations relating to the Plan, and to determine the terms, restrictions and provisions of the agreement relating to each Award, including such terms, restrictions and provisions as shall berequisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply anyomission or reconcile any inconsistency in the Plan or in any agreement relating to an Award in the manner and to the extent it shall deem expedient to carry it into effect. The determinations of the Committee on these matters shall be conclusive.

**5 SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS**

**5.1 Shares Subject to the Plan and Award Limits.** Subject to adjustment in the same manner as provided in Paragraph 11 with respect to shares of Common Stock subject to Options then outstanding, theaggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 950,000 shares (the “Authorized Shares”). In addition, the aggregate maximum number of shares that may be issued under the Plan throughRestricted Stock Awards and Performance Awards shall not exceed 475,000 and the aggregate maximum number of shares of common Stock that may be issued under the Plan through Incentive Stock Options shall not exceed 950,000. Shares shall be deemed tohave been issued under the Plan only (i) to the extent actually issued and delivered pursuant to an Award or (ii) to the extent an Award denominated in shares of Common Stock is settled in cash. To the extent that an Award lapses or therights of its holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under the Plan. In addition, shares surrendered in payment of the exercise price or purchase price of an Award, andshares withheld for payment of applicable employment taxes and/or withholding obligations associated with an Award shall again be available for the grant of an Award under the Plan. Notwithstanding any provision in the Plan to the contrary, themaximum number of shares of Common Stock that may be subject to (a) Options that do not constitute Incentive Stock Options, Restricted Stock Awards and Performance Awards denominated in shares of Common Stock granted to any one individual overthe life of the plan may not exceed 475,000 (subject to adjustment in the same manner as provided in Paragraph 11 with respect to shares of Common Stock subject to Options then outstanding), (b) Incentive Stock Options denominated in shares ofCommon Stock granted to any one individual during any calendar year may not exceed 100,000 shares of Common Stock (subject to adjustment in the same manner as provided in Paragraph 11 with respect to shares of Common Stock subject to Options thenoutstanding), and (c) the maximum amount of compensation that may be paid under all Performance Awards denominated in cash (including the Fair Market Value of any shares of Common Stock paid in satisfaction of such Performance Awards) grantedto any one individual during any calendar year may not exceed $5,000,000, and any payment due with respect to a Performance Award shall be paid no later than 10 years after the date of grant of such Performance Award. The limitations set forth inthe preceding 

 

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sentences shall be applied in a manner that will permit compensation generated under the Plan to constitute“performance-based” compensation for purposes of Section 162(m) of the Code, including, without limitation, counting against such maximum number of shares, to the extent required under Section 162(m) of the Code and applicableinterpretive authority thereunder, any shares subject to Options that are canceled or repriced. 

**5.2 Grant of Awards.** TheCommittee may from time to time grant Awards to one or more employees, Consultants or Directors determined by it to be eligible for participation in the Plan in accordance with the terms of the Plan. 

**5.3 Stock Offered.** Subject to the limitations set forth in Paragraph 5.1, the stock to be offered pursuant to the grant of an Award may beauthorized but unissued Common Stock or Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall ceaseto be subject to the Plan but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan. 

**6 ELIGIBILITY**

Awards may be granted only to persons who, at the time of grant, are employees, Consultants orDirectors. An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in the Plan, such Award may include an Incentive Stock Option, an Option that is not an Incentive Stock Option, a RestrictedStock Award, a Performance Award, a Phantom Stock Award or any combination thereof. 

**7 STOCK OPTIONS**

**7.1 Option Period.** The term of each Option shall be as specified by the Committee at the date of grant, but in no event shall an Option beexercisable after the expiration of 10 years from the date of grant. 

**7.2 Limitations on Exercise of Option.** An Option shallbe exercisable in whole or in such installments and at such times as determined by the Committee. 

**7.3 Special Limitations onIncentive Stock Options.** An Incentive Stock Option may be granted only to an individual who is employed by the Company or any parent or subsidiary corporation (as defined in Section 424 of the Code) at the time the Option is granted. Tothe extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during anycalendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Committeeshall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Participant’s Incentive Stock Options will not constitute Incentive Stock Options because of suchlimitation and shall notify the Participant of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time 

 

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the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of allclasses of stock of the Company or of its parent or subsidiary corporation, within the meaning of Section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price is at least 110% of the Fair Market Value ofthe Common Stock subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. An Incentive Stock Option shall not be transferable otherwise than by will or the laws ofdescent and distribution, and shall be exercisable during the Participant’s lifetime only by such Participant or the Participant’s guardian or legal representative. 

**7.4 Option Agreement.** Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistentwith the provisions of the Plan as the Committee from time to time shall approve, including, without limitation, provisions to qualify an Option as an Incentive Stock Option under Section 422 of the Code. Each Option Agreement shall specify theeffect of termination of (i) employment (by retirement, death, disability or otherwise), (ii) the consulting or advisory relationship or (iii) membership on the Board, as applicable, on the exercisability of the Option. An OptionAgreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such option exercise price. Moreover, an OptionAgreement may provide for a “cashless exercise” of the Option by establishing procedures satisfactory to the Committee with respect thereto. Further, an Option Agreement may provide for the surrender of the right to purchase shares underthe Option in return for a payment in cash or shares of Common Stock or a combination of cash and shares of Common Stock equal in value to the excess of the Fair Market Value of the shares with respect to which the right to purchase is surrenderedover the option price therefor **(“Stock Appreciation Rights”),** on such terms and conditions as the Committee in its sole discretion may prescribe, and, in such case, the exercise of the Stock Appreciation Right shall result in thesurrender of the right to purchase a number of shares under the Option equal to the number of shares with respect to which the Stock Appreciation Right is exercised (and vice versa). In the case of any such Stock Appreciation Right that is grantedin connection with an Incentive Stock Option, such right shall be exercisable only when the Fair Market Value of the Common Stock exceeds the price specified therefore in the Option or the portion thereof to be surrendered. The terms and conditionsof the respective Option Agreements need not be identical. Subject to the consent of the Participant, the Committee may, in its sole discretion, amend an outstanding Option Agreement from time to time in any manner that is not inconsistent with theprovisions of the Plan (including, without limitation, an amendment that accelerates the time at which the Option, or a portion thereof, may be exercisable); provided, however, that, except as provided in Paragraph 11, the Committee may not, withoutapproval of the stockholders of the Company, amend any outstanding Option Agreement to lower the option price (or cancel and replace any outstanding Option Agreement with Option Agreements having a lower option price). 

**7.5 Option Price and Payment.** The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined bythe Committee but, subject to adjustment as provided in Paragraph 11, such purchase price shall not be less than the Fair Market Value of a share of Common Stock on the date such Option is granted. The Option or portion thereof may be exercised bydelivery of an irrevocable notice of exercise to the Company, as specified by the Committee. The purchase price of the Option or portion thereof 

 

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shall be paid in full in the manner prescribed by the Committee. Separate stock certificates shall be issued by theCompany for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option that does not constitute an Incentive Stock Option. 

**7.6 Shareholder Rights and Privileges.** The Participant shall be entitled to all the privileges and rights of a stockholder only withrespect to such shares of Common Stock as have been purchased under the Option and for which certificates of stock have been registered in the Participant’s name. 

**7.7 Options and Rights in Substitution for Options Granted by Other Employers.** Options and Stock Appreciation Rights may be granted under the Plan from time to time in substitution for options held byindividuals providing services to corporations or other entities who become employees, Consultants or Directors as a result of a merger or consolidation or other business transaction with the Company or any Affiliate. 

**8 RESTRICTED STOCK AWARDS**

**8.1 ForfeitureRestrictions To Be Established by the Committee.** Shares of Common Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on disposition by the Participant and an obligation of the Participant to forfeit andsurrender the shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion, and the Committee may provide that the ForfeitureRestrictions shall lapse upon (i) the attainment of one or more performance measures established by the Committee that are based on (1) the price of a share of Common Stock, (2) the Company’s earnings per share, (3) theCompany’s market share, (4) the market share of a business unit of the Company designated by the Committee, (5) the Company’s sales, (6) the sales of a business unit of the Company designated by the Committee, (7) thenet income (before or after taxes) of the Company or any business unit of the Company designated by the Committee, (8) the cash flow return on investment of the Company or any business unit of the Company designated by the Committee,(9) the earnings before or after interest, taxes, depreciation and/or amortization of the Company or any business unit of the Company designated by the Committee, (10) the economic value added, (11) the return on stockholders’equity achieved by the Company, (12) the total stockholders’ return achieved by the Company, (13) return on capital employed, (14) return on assets or (15) an arithmetically weighted combination of any of the foregoing;(ii) the Participant’s continued employment with the Company or continued service as a Consultant or Director for a specified period of time; (iii) the occurrence of any event or the satisfaction of any other condition specified bythe Committee in its sole discretion; or (iv) a combination of any of the foregoing. The performance measures described in clause (i) of the preceding sentence may be subject to adjustment for specified significant extraordinary items orevents, and may be absolute, relative to one or more other companies, or relative to one or more indexes, and may be contingent upon future performance of the Company or any Affiliate, division, or department thereof. In the case of a RestrictedStock Award with performance criteria as the Forfeiture Restrictions, the Committee shall also require under the terms of the Restricted Stock Award that such Forfeiture Restrictions shall not lapse prior to the expiration of one year from the dateof grant of such award. In the case of a Restricted Stock Award with continued service to the Company or its Affiliates as the applicable 

 

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Forfeiture Restriction, the Committee shall also require under the terms of the Restricted Stock Award that suchForfeiture Restriction shall not lapse prior to the expiration of three years from the date of grant of such award. Subject to the foregoing, each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the Committee,and may, if approved by the Committee, provide for Forfeiture Restrictions to lapse upon occurrence of a Corporate Change. 

**8.2 OtherTerms and Conditions.** Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Participant. Unless provided otherwise in a Restricted Stock Agreement, the Participantshall have the right to receive dividends with respect to Common Stock subject to a Restricted Stock Award, to vote Common Stock subject thereto, and to enjoy all other stockholder rights, except that (i) the Participant shall not be entitledto delivery of the stock certificate until the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of the Common Stock until the Forfeiture Restrictions have expired, (iii) the Participant may not sell, transfer,pledge, exchange, hypothecate or otherwise dispose of the Common Stock until the Forfeiture Restrictions have expired, (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement shall causea forfeiture of the Restricted Stock Award and, if so provided in the Restricted Stock Agreement, any Common Stock subject to such Award; and (v) the applicable Restricted Stock Agreement shall contain any additional provisions with respect tothe payment of any dividend with respect to Common Stock subject to a Restricted Stock Award directly to the Participant. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms, conditions or restrictionsrelating to Restricted Stock Awards, including, but not limited to, rules pertaining to the termination of employment or service as a Consultant or Director (by retirement, disability, death or otherwise) of a Participant prior to expiration of theForfeitures Restrictions. Such additional terms, conditions or restrictions shall be set forth in a Restricted Stock Agreement made in conjunction with the Award. 

**8.3 Payment for Restricted Stock.** The Committee shall determine the amount and form of any payment for Common Stock received pursuant to a Restricted Stock Award, provided that in the absence of such adetermination, a Participant shall not be required to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law. 

**8.4 Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards.** The Committee may, in its discretion and as of a datedetermined by the Committee, fully vest any or all Common Stock awarded to a Participant pursuant to a Restricted Stock Award, but only in the case of a Participant’s death, disability, retirement or involuntary separation without cause or inthe case of a Corporate Change and, upon such vesting, all restrictions applicable to such Restricted Stock Award shall terminate as of such date. Subject to the foregoing, any action by the Committee pursuant to this Paragraph 8.4 may vary amongindividual Participants and may vary among the Restricted Stock Awards held by any individual Participant. Notwithstanding the preceding provisions of this Paragraph 8.4, the Committee may not take any action described in this Paragraph 8.4 withrespect to a Restricted Stock Award that has been granted to a “covered employee” (within the meaning of Treasury Regulation Section 1.162-27(c)(2)) if such Award has been designed to meet the exception for performance-basedcompensation under Section 162(m) of the Code. 

 

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**8.5 Restricted Stock Agreements.** At the time any Award is made under this Paragraph 8, theCompany and the Participant shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate. The terms and provisions of the respectiveRestricted Stock Agreements need not be identical. Subject to the consent of the Participant and the restriction set forth in the last sentence of Paragraph 8.4, the Committee may, in its sole discretion, amend an outstanding Restricted StockAgreement from time to time in any manner that is not consistent with the provisions of this Plan. 

**9 PERFORMANCE AWARDS**

**9.1 Performance Period.** The Committee shall establish, with respect to and at the time of each Performance Award, the number of share ofCommon Stock subject to, or the maximum value of, the Performance Award and the performance period over which the performance applicable to the Performance Award shall be measured. 

**9.2 Performance Measures and Vesting.** A Performance Award shall be awarded to a Participant contingent upon future performance of theCompany of any Affiliate, division, or department thereof during the performance period and, with respect to any Performance Award to be paid in Common Stock, a prescribed period of service with the Company or its Affiliates. The Committee shallestablish the performance measures applicable to such performance either (i) prior to the beginning of the performance period or (ii) within 90 days after the beginning of the performance period if the outcome of the performance targets issubstantially uncertain at the time such targets are established, but not later than the date that 25% of the performance period has elapsed; provided such measures may be made subject to adjustment for specified significant extraordinary items orevents. The performance measures may be absolute, relative to one or more other companies, or relative to one or more indexes. The performance measures established by the Committee may be based upon (1) the price of a share of Common Stock,(2) the Company’s earnings per share, (3) the Company’s market share, (4) the market share of a business unit of the Company designated by the Committee, (5) the Company’s sales, (6) the sales of a businessunit of the Company designated by the Committee, (7) the net income (before or after taxes) of the Company or any business unit of the Company designated by the Committee, (8) the cash flow return on investment of the Company or anybusiness unit of the Company designated by the Committee, (9) the earnings before or after interest, taxes, depreciation, and/or amortization of the Company or any business unit of the Company designated by the Committee, (10) the economicvalue added, (11) the return on stockholders’ equity achieved by the Company, (12) the total stockholders’ return achieved by the Company, (13) return on capital employed, (14) return on assets or (15) anarithmetically weighted combination of any of the foregoing. The Committee, in its sole discretion, may provide for an adjustable Performance Award value based upon the level of achievement of performance measures. In addition to requiringattainment of the applicable performance criteria, any Performance Award to be paid in Common Stock shall require that, as a further condition of payment entitlement, the Participant have completed one year of service with the Company or itsAffiliates from the date of grant of such award. 

**9.3 Awards Criteria.** In determining the value of Performance Awards, theCommittee shall take into account a Participant’s responsibility level, performance, potential, 

 

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other Awards and such other considerations as it deems appropriate in its sole discretion. The Committee, in its solediscretion, may provide for a reduction in the value of a Participant’s Performance Award during the performance period. 

**9.4Payment.** Following the end of the performance period and, in the case of a Performance Award that is payable in shares of Common Stock, provided that the Participant has also satisfied the applicable service requirement, the holder of aPerformance Award shall be entitled to receive payment of an amount not exceeding the number of shares of Common Stock subject to, or the maximum value of, the Performance Award, based on the achievement of the performance measures for suchperformance period, as determined and certified in writing by the Committee. Payment of a Performance Award may be made in cash, Common Stock or a combination thereof, as determined by the Committee. Payment shall be made in a lump sum or ininstallments as prescribed by the Committee, and as further provided in the applicable Performance Award agreement. If a Performance Award covering shares of Common Stock is to be paid in cash, such payment shall be based on the Fair Market Value ofthe Common Stock on the payment date. 

**9.5 Termination of Award.** A Performance Award shall terminate if the Participant doesnot remain continuously in the employ of the Company and its Affiliates or does not continue to perform services as a Consultant or a Director for the Company and its Affiliates at all times during the applicable performance period, except as may bedetermined by the Committee. 

**9.6 Performance Award Agreements.** At the time any Award is made under this Paragraph 9, theCompany and the Participant shall enter into a Performance Award Agreement setting forth each of the matters contemplated hereby, and such additional matters as the Committee may determine to be appropriate. The terms and provisions of therespective Performance Award Agreements need not be identical. 

**10 PHANTOM STOCK AWARDS**

**10.1 Phantom Stock Awards.** Phantom Stock Awards are rights to receive shares of Common Stock (or the Fair Market Value thereof), or rightsto receive an amount equal to any appreciation or increase in the Fair Market Value of Common Stock over a specified period of time, which vest over a period of time as established by the Committee, without satisfaction of any performance criteriaor objectives. The Committee may, in its discretion, require payment or other conditions of the Participant respecting any Phantom Stock Award. A Phantom Stock Award may include, without limitation, a Stock Appreciation Right that is grantedindependently of an Option. 

**10.2 Award Period.** The Committee shall establish, with respect to and at the time of eachPhantom Stock Award, a period over which the Award shall vest with respect to the Participant. As to each Phantom Stock Award that may be paid in shares of Common Stock, the Committee shall require that such vesting period be at least three yearsfrom the date of grant of such award. 

 

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**10.3 Awards Criteria.** In determining the value of Phantom Stock Awards, the Committee shalltake into account a Participant’s responsibility level, performance, potential, other Awards and such other considerations as it deems appropriate. 

**10.4 Payment.** Following the end of the vesting period for a Phantom Stock Award (or at such other time as the applicable Phantom Stock Award Agreement may provide), the holder of a Phantom Stock Awardshall be entitled to receive payment of an amount, not exceeding the maximum value of the Phantom Stock Award, based on the then vested value of the Award. Payment of a Phantom Stock Award may be made in cash, Common Stock, or a combination thereofas determined by the Committee. Payment shall be made in a lump sum or in installments as prescribed by the Committee, and as further provided in the applicable Phantom Stock Award Agreement. Any payment to be made in cash shall be based on the FairMarket Value of the Common Stock on the payment date. Cash dividend equivalents may be paid during or after the vesting period with respect to a Phantom Stock Award, as determined by the Committee, and as further provided in the applicable PhantomStock Award Agreement. 

**10.5 Termination of Award.** A Phantom Stock Award shall terminate if the Participant does not remaincontinuously in the employ of the Company and its Affiliates or does not continue to perform services as a Consultant or a Director of the Company and its Affiliates at all times during the applicable vesting period, except as may be otherwisedetermined by the Committee. Notwithstanding the foregoing, the Committee shall require continuous service throughout the applicable vesting period for a Phantom Stock Award, except in the case of death, disability, retirement, involuntaryseparation without cause, or a Corporate Change. 

**10.6 Phantom Stock Award Agreements.** At the time any Award is made underthis Paragraph 10, the Company and the Participant shall enter into a Phantom Stock Award Agreement setting forth each of the matters contemplated hereby, and such additional matters as the Committee may determine to be appropriate. The terms andprovisions of the respective Phantom Stock Award Agreements need not be identical. 

**11 RECAPITALIZATION OR REORGANIZATION**

**11.1 No Effect on Right or Power.** The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or powerof the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of theCompany or any Affiliate, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any Affiliate or any sale, lease, exchange or other disposition of all or anypart of its or any Affiliate’s assets or business or any other corporate act or proceeding. 

**11.2 Subdivision or Consolidationof Shares; Stock Dividends.** The shares with respect to which Awards may be granted are shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration of an Award theretofore granted, the Company shall effect asubdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Award may thereafter beexercised or 

 

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satisfied, as applicable (i) in the event of an increase in the number of outstanding shares shall beproportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall beproportionately increased. Any fractional share resulting from such adjustment shall be rounded up to the next whole share. 

**11.3Recapitalizations and Corporate Changes.** If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “**recapitalization**”), the number and class of shares of Common Stockcovered by an Award theretofore granted shall be adjusted so that such Award shall thereafter cover the number and class of shares of stock and securities to which the Participant would have been entitled pursuant to the terms of therecapitalization if, immediately prior to the recapitalization, the Participant had been the holder of record of the number of shares of Common Stock then covered by such Award. If (i) the Company shall not be the surviving entity in any mergeror consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company isto be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control (including, without limitation, power to vote) of morethan 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors, the persons who were Directors of the Company before such electionshall cease to constitute a majority of the Board (each such event is referred to in this Plan as a “**Corporate Change**”), no later than (x) 10 days after the approval by the stockholders of the Company of such merger,consolidation, reorganization, sale, lease or exchange of assets or dissolution of such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without theconsent or approval of any Participant, shall effect one or more of the following alternatives, which alternatives may vary among individual Participants and which may vary among Options held by any individual Participant: (1) accelerate thetime at which Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specifieddate all unexercised Options and all rights of Participants thereunder shall terminate, (2) require the mandatory surrender to the Company by all or selected Participants of some or all of the outstanding Options held by such Participants(irrespective of whether such Options are then exercisable under the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Options and theCompany shall pay (or cause to be paid) to each Participant an amount of cash per share equal to the excess, if any, of the amount calculated in Paragraph 11.4 (the “**Change of Control Value**”) of the shares subject to such Optionover the exercise price(s) under such Options for such shares, or (3) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine inits sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Common Stock covered by such Option shall be adjusted so that suchOption shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Committee in its sole discretion, and/or adjusting an Incentive Stock Option in a mannerthat causes such Option to no longer qualify as an Incentive Stock Option. 

 

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**11.4 Change of Control Value.** For the purposes of clause (2) in Paragraph 11.3, the“**Change in Control Value**” shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered to stockholders of the Company in any such merger,consolidation, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place or (iii) if such Corporate Change occursother than pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Options being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be the date ofcancellation and surrender of such Options. In the event that the consideration offered to stockholders of the Company in any transaction described in this Paragraph 11.4 or Paragraph 11.3 consists of anything other than cash, the Committee shalldetermine the fair cash equivalent of the portion of the consideration offered which is other than cash. 

**11.5 Other Changes inCommon Stock.** In the event of changes in the outstanding Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes incapitalization or distributions to the holders of Common Stock occurring after the date of the grant of any Award and not otherwise provided for by this Paragraph 11, such Award and any agreement evidencing such Award shall be subject to adjustmentby the Committee at its sole discretion as to the number and purchase price of shares of Common Stock or other consideration subject to such Award. In the event of any such change in the outstanding Common Stock or distribution to the holders ofCommon Stock, the aggregate number of shares available under the Plan and the maximum number of shares that may be subject to Awards granted to any one individual may be appropriately adjusted by the Committee, whose determination shall beconclusive. Notwithstanding the foregoing, except as otherwise provided by the Committee, upon the occurrence of a Corporate Change that qualifies as a “change in effective ownership or control” of the Company within the meaning ofSection 409A of the Code, the Committee, acting in its sole discretion without the consent or approval of any Participant, may require the mandatory surrender to the Company by all or selected Participants of some or all of the outstandingPerformance Awards and Phantom Stock Awards as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Performance Awards and Phantom Stock Awards and the Company shallpay (or cause to be paid) to each Participant an amount of cash equal to the maximum value of such Performance Award or Phantom Stock Award which, in the event the applicable performance or vesting period set forth in such Performance Award orPhantom Stock Award has not been completed, shall be multiplied by a fraction, the numerator of which is the number of days during the period beginning on the first day of the applicable performance or vesting period and ending on the date of thesurrender, and the denominator of which is the aggregate number of days in the applicable performance or vesting period. 

**11.6Stockholder Action.** Any adjustment provided for in the above subparagraphs of this Paragraph 11 shall be subject to any required stockholder action. 

 

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**11.7 No Adjustments Unless Otherwise Provided.** Except as expressly provided elsewhere inthis Plan, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribetherefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respectto, the number of shares of Common Stock subject to Awards theretofore granted or the purchase price per share, if applicable. 

**12 AMENDMENT ANDTERMINATION OF THE PLAN**

The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for which Awards havenot theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in the Plan may be made that would impair the rights of a Participant with respect to an Awardtheretofore granted without the consent of the Participant, and provided, further, that the Board may not, without approval of the stockholders of the Company, (i) amend the Plan to increase the maximum aggregate number of shares that may beissued under the Plan or change the class of individuals eligible to receive Awards under the Plan, (ii) amend or delete the final sentence of Paragraph 7.4 or (iii) amend the Plan to make a material modification of the eligibilityrequirements for participation in the Plan. 

**13 MISCELLANEOUS**

**13.1 No Right To An Award.** Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any individual any right to be granted an Option, a right to aRestricted Stock Award, a right to a Performance Award or a right to a Phantom Stock Award, or any other rights hereunder except as may be evidenced by an Award agreement duly executed on behalf of the Company, and then only to the extent and on theterms and conditions expressly set forth therein. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the performance of itsobligations under any Award. 

**13.2 No Employment/Membership Rights Conferred.** Nothing contained in the Plan shall(i) confer upon any employee or Consultant any right with respect to continuation of employment or of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in any way with the right of the Company or anyAffiliate to terminate his or her employment or consulting or advisory relationship at any time. Nothing contained in the Plan shall confer upon any Director any right with respect to continuation of membership on the Board. 

**13.3 Other Laws; Withholding.** The Company shall not be obligated to issue any Common Stock pursuant to any Award granted under the Plan atany time when the shares covered by such Award have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules and regulations as the Company or the Committee deems applicable and, in the opinionof legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules and regulations available for the issuance 

 

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and sale of such shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu offractional shares be paid. The Company shall have the right to deduct in connection with all Awards, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant (in cash,Common Stock, other securities, Common Stock that would otherwise be issued pursuant to such Awards, other Awards or other property) any taxes required by law to be withheld or paid and to require any payments required to enable it to satisfy itswithholding and employment tax obligations. 

**13.4 No Restriction on Corporate Action.** Nothing contained in the Plan shall beconstrued to prevent the Company or any Affiliate from taking any action that is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award madeunder the Plan. No Participant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action. 

**13.5 Restrictions on Transfer.** An Award (other than an Incentive Stock Option, which shall be subject to the transfer restrictions set forth in Paragraph 7.3) shall not be transferable otherwise than(i) by will or the laws of descent and distribution, (ii) pursuant to an qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder or(iii) with the consent of the Committee. 

**13.6 Governing Law.** The Plan shall be governed by, and construed in accordancewith, the laws of the State of Delaware, without regard to conflicts of laws principles thereof. 

 

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