Exhibit 10.1


 


ALLIANT TECHSYSTEMS INC.


2005 STOCK INCENTIVE PLAN


(As Amended and Restated Effective August 4,
2009)


 


Section 1.                                            Purpose of the Plan; Effect on Prior
Plans.


 


(a)                                  Purpose of the Plan. 
The purpose of the Plan is to aid the Company in recruiting and
retaining employees, officers and non-employee Directors capable of assuring
the future success of the Company through the grant of Awards to such persons
under the Plan.  The Company expects that
Awards of stock-based compensation and opportunities for stock ownership in the
Company will provide incentives to Plan participants to exert their best
efforts for the success of the Company’s business and thereby align the
interests of Plan participants with those of the Company’s stockholders.


 


(b)                                 Effect on Prior Plans. 
From and after the date of stockholder approval of the Plan, no awards
shall be granted under the Company’s Amended and Restated 1990 Equity Incentive
Plan, as amended, but all outstanding awards previously granted under that plan
shall remain outstanding in accordance with their terms.  From and after the date of stockholder
approval of the Plan, the remaining shares authorized under the Company’s
Management Compensation Plan shall not be awarded or issued.  The Company’s Amended and Restated
Non-Employee Director Restricted Stock Plan shall remain in effect, but no
restricted stock awards may be made under that plan after August 6, 2006.


 


Section 2.                                            Definitions.


 


The
following capitalized terms used in the Plan have the meanings set forth in
this Section:


 


(a)                                  “Affiliate” means (i) any entity
that, directly or indirectly through one or more intermediaries, is controlled
by the Company and (ii) any entity in which the Company has a significant
equity interest, in each case as determined by the Committee.


 


(b)                                 “Award” means any Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend
Equivalent, Performance Award, Stock Award or Other Stock-Based Award granted
under the Plan.


 


(c)                                  “Award Agreement” means any written
agreement, contract or other instrument or document evidencing an Award granted
under the Plan.  Each Award Agreement
shall be subject to the applicable terms and conditions of the Plan and any
other terms and conditions (not inconsistent with the Plan) determined by the
Committee.


 


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


 


(e)                                  “Code” means the Internal Revenue Code of
1986, as amended from time to time, and any regulations promulgated thereunder.


 

















 


(f)                                    “Committee” means the Personnel and
Compensation Committee of the Board or any successor committee of the Board
designated by the Board to administer the Plan. 
The Committee shall be comprised of not less than such number of
Directors as shall be required to permit Awards granted under the Plan to
qualify under Rule 16b-3, and each member of the Committee shall be a “Non-Employee
Director” within the meaning of Rule 16b-3 and an “outside director”
within the meaning of Section 162(m) of the Code.  The Company expects to have the Plan administered
in accordance with the requirements for the award of “qualified
performance-based compensation” within the meaning of Section 162(m) of
the Code.


 


(g)                                 “Company” means Alliant Techsystems Inc.,
a Delaware corporation.


 


(h)                                 “Director” means a member of the Board.


 


(i)                                     “Dividend Equivalent” means any right
granted under Section 6(d) of the Plan.


 


(j)                                     “Eligible Person” means any employee,
officer or non-employee Director of the Company or any Affiliate whom the
Committee determines to be an Eligible Person.


 


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


 


(l)                                     “Fair Market Value” means, with respect
to any property (including, without limitation, any Shares or other
securities), the fair market value of such property determined by such methods
or procedures as shall be established from time to time by the Committee.  Notwithstanding the foregoing, unless
otherwise determined by the Committee,  the
Fair Market Value of Shares on a given date for purposes of the Plan shall be
the closing sale price  of the
Shares on the New York Stock Exchange as reported in the consolidated
transaction reporting system on such date or, if such Exchange is not open for
trading on such date, on the most recent preceding date when such Exchange is
open for trading.


 


(m)                               “Incentive Stock Option” means an option
granted under Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provision.


 


(n)                                 “Non-Qualified Stock Option” means an
option granted under Section 6(a) of the Plan that is not intended to
be an Incentive Stock Option.


 


(o)                                 “Option” means an Incentive Stock Option
or a Non-Qualified Stock Option.


 


(p)                                 “Other Stock-Based Award” means any right
granted under Section 6(g) of the Plan.


 


(q)                                 “Participant” means an Eligible Person
who is designated by the Committee to be granted an Award under the Plan.


 


(r)                                    “Performance Award” means any right
granted under Section 6(e) of the Plan.


 


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(s)                                  “Performance Goal” means an objective and
measurable performance goal or goals providing for a targeted level or levels
of achievement using one or more of the following measures:  (i) sales or revenues (including,
without limitation, sales or revenue growth); (ii) gross profit; (iii) income
before interest and taxes; (iv) income before interest, taxes,
depreciation and amortization; (v) net income; (vi) net income from
operations; (vii) earnings per Share; (viii) return measures
(including, without limitation, return on assets, capital, invested capital,
equity, sales or revenues); (ix) productivity ratios; (x) expense or
cost reduction measures; (xi) margins; (xii) operating efficiency; (xiii)
market share; (xiv) orders; (xv) customer satisfaction; (xvi) working capital
targets; (xvii) budget comparisons; (xviii) implementation or completion of
specified projects or processes; (xix) the formation of joint ventures,
establishment of research or development collaborations or the completion of
other transactions; (xx) cash flow (including, without limitation, operating
cash flow, free cash flow and cash flow return on equity); (xxi) Share price
(including, without limitation, growth in Share price and total stockholder
return); (xxii) profitability of an identifiable business unit or product;
(xxiii) economic profit or economic value added; or (xxiv) cash value
added.  The foregoing measures may relate
to the Company, one or more of its subsidiaries or one or more of its divisions
or units, or any combination of the foregoing, and may be applied on an
absolute basis and/or be relative to one or more peer group companies or
indices, or any combination thereof, all as the Committee shall determine.  On or before the 90th day of the
applicable performance period for which Performance Goals are established, the
Committee may specify that the achievement of the Performance Goals will be
calculated without regard to the negative or positive effect of certain events,
including, without limitation, any of the following events:  charges for extraordinary items and other
unusual or non-recurring items of loss or gain; asset impairments; litigation
or claim judgments or settlements; changes in the Code or tax rates; changes in
accounting principles; changes in other laws, regulations or other provisions
affecting reported results; charges relating to restructurings, discontinued
operations, severance and contract termination and other costs incurred in
rationalizing certain business activities; and gains or losses from the acquisition
or disposition of businesses or assets or from the early extinguishment of
debt.


 


(t)                                    “Person” means any individual,
corporation, partnership, association or trust.


 


(u)                                 “Plan” means this Alliant Techsystems
Inc. 2005 Stock Incentive Plan, as amended from time to time.


 


(v)                                 “Restricted Stock” means any Share
granted under Section 6(c) of the Plan.


 


(w)                               “Restricted Stock Unit” means any unit
granted under Section 6(c) of the Plan evidencing the right to
receive a Share (or a cash payment equal to the Fair Market Value of a Share)
at some future date.


 


(x)                                   “Rule 16b-3” means Rule 16b-3
promulgated by the Securities and Exchange Commission under the Exchange Act or
any successor rule or regulation.


 


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(y)                                 “Section 162(m)” means Section 162(m) of
the Code, or any successor provision, and the applicable Treasury Regulations
promulgated thereunder.


 


(z)                                   “Shares” means shares of common stock,
par value of $0.01 per share, of the Company or such other securities or
property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of
the Plan.


 


(aa)                            “Stock Appreciation Right” means any
right granted under Section 6(b) of the Plan.


 


(bb)                          “Stock Award” means any Share granted
under Section 6(f) of the Plan.


 


Section 3.                                            Administration.


 


(a)                                  Power and Authority of the Committee. 
The Plan shall be administered by the Committee.  Subject to the express provisions of the Plan
and to applicable law, the Committee shall have full power and authority
to:  (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or the method by which payments or other
rights are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement; (v) amend the
terms and conditions of any Award or Award Agreement, provided, however, that,
except as otherwise provided in Section 4(c) hereof, the Committee
shall not reprice, adjust or amend the exercise price of Options or the grant
price of Stock Appreciation Rights previously awarded to any Participant,
whether through amendment, cancellation and replacement grant, exchange for
cash or any other Awards, or any other means; (vi) accelerate the
exercisability of any Award or the lapse of restrictions relating to any Award;
(vii) determine whether, to what extent and under what circumstances
Awards may be exercised in cash, Shares, other securities, other Awards or
other property, or canceled, forfeited or suspended; (viii) determine
whether, to what extent and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable to a
Participant with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder of the Award or the Committee; (ix) interpret
and administer the Plan and any instrument or agreement, including any Award
Agreement, relating to the Plan; (x) establish, amend, suspend or waive
such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (xi) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. 
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to
the Plan or any Award or Award Agreement shall be within the sole discretion of
the Committee, may be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Award or Award
Agreement, and any employee of the Company or any Affiliate.


 


(b)                                 Delegation.  The Committee
may delegate its powers and duties under the Plan to one or more Directors
(including a Director who is also an officer of the Company) or a committee of
Directors, subject to such terms, conditions and limitations as the Committee
may establish in its sole discretion; provided, however, that the Committee
shall not delegate its powers and duties under the Plan (i) with regard to
officers or directors of the Company or any


 


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Affiliate who are
subject to Section 16 of the Exchange Act or (ii) in such a manner as
would cause the Plan not to comply with the requirements of Section 162(m) of
the Code.


 


(c)                                  Power and Authority of the Board of
Directors.  Notwithstanding anything to the contrary
contained herein, the Board may, at any time and from time to time, without any
further action of the Committee, exercise the powers and duties of the
Committee under the Plan, unless the exercise of such powers and duties by the
Board would cause the Plan not to comply with the requirements of Section 162(m) of
the Code.


 


Section 4.                                            Shares Available for Awards.


 


(a)                                  Shares Available. 
Subject to adjustment as provided in Section 4(c) of the Plan,
the aggregate number of Shares that may be issued under all Awards under the
Plan shall be 2,382,360.  Shares to be
issued under the Plan will be authorized but unissued Shares or Shares that
have been reacquired by the Company and designated as treasury shares.  Shares that are subject to Awards that
terminate, lapse or are cancelled or forfeited shall be available again for
grant under the Plan.  Shares that are
tendered by a Participant or withheld by the Company as full or partial payment
to the Company of the purchase or exercise price relating to an Award or to
satisfy tax withholding obligations relating to an Award shall not be available
for future grants under the Plan.  In
addition, if Stock Appreciation rights are settled in Shares upon exercise, the
aggregate number of Shares subject to the Award rather than the number of
Shares actually issued upon exercise shall be counted against the number of
Shares authorized under the Plan.


 


(b)                                 Accounting for Awards. 
For purposes of this Section 4, if an Award entitles the holder
thereof to receive or purchase Shares, the number of Shares covered by such
Award or to which such Award relates shall be counted on the date of grant of
such Award against the aggregate number of Shares available for granting Awards
under the Plan.


 


(c)                                  Adjustments. 
In the event that an equity restructuring, as defined as a nonreciprocal
transaction between the Company and its stockholders that causes the per-share
fair value of the Shares underlying an Option or similar Award to change (e.g., stock dividend, stock split, spinoff, etc.), has occurred, the Committee shall make an equitable
adjustment to (i) the number and type of Shares (or other securities) that
thereafter may be made the subject of Awards, (ii) the number and type of
Shares (or other securities) subject to outstanding Awards and (iii) the
purchase or exercise price with respect to any Award.


 


In the event that the Committee shall determine that an event other
than an equity restructuring, as defined above, affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or other property) that thereafter may be made the subject
of Awards, (ii) the number and type of Shares (or other securities or
other property) subject to outstanding Awards and (iii) the purchase or
exercise price with respect to any Award.


 


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(d)                                 Award Limitations Under the Plan.


 


(i)                                     Section 162(m) Limitation for
Certain Types of Awards.  No Participant may be granted
Options, Stock Appreciation Rights or any other Award or Awards under the Plan,
the value of which Award or Awards is based solely on an increase in the value
of the Shares after the date of grant of such Award or Awards, for more than
100,000 Shares (subject to adjustment as provided in Section 4(c) of
the Plan) in the aggregate in any calendar year.  The foregoing annual limitation specifically
applies to any Award or Awards representing “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code.


 


(ii)                                  Section 162(m) Limitation for
Performance Awards.  No Participant may be granted Performance
Awards in excess of 150,000 Shares (subject to adjustment as provided in Section 4(c) of
the Plan) in the aggregate in any calendar year.  This limitation does not apply to any Award
subject to the limitation contained in Section 4(d)(i) of the Plan.


 


(iii)                               Plan Limitation on Restricted Stock,
Restricted Stock Units, Dividend Equivalents, Performance Awards and Stock
Awards.  No more than 2,350,000 Shares (subject to
adjustment as provided in Section 4(c) of the Plan) shall be
available under the Plan for issuance pursuant to grants of Restricted Stock,
Restricted Stock Units, Dividend Equivalents, Performance Awards and Stock
Awards; provided, however, that Shares subject to such Awards that terminate,
lapse or are cancelled or forfeited shall again be available for grants of
Restricted Stock, Restricted Stock Units, Dividend Equivalents, Performance
Awards and Stock Awards for purposes of this limitation on grants of such
Awards.  Of the 2,350,000 Shares
authorized under this Section 4(d)(iii), only 50,000 Shares may be used
for Stock Awards in accordance with Section 6(f) of the Plan.


 


(iv)                              Limitation on Awards Granted to
Non-Employee Directors.  Directors who are not also
employees of the Company or an Affiliate may not be granted Awards in the
aggregate for more than 5% of the Shares available for Awards under the Plan,
subject to adjustment as provided in Section 4(c) of the Plan.


 


(v)                                 Limitation on Incentive Stock Options. 
The number of Shares available for granting Incentive Stock Options
under the Plan shall not exceed 100,000, subject to adjustment as provided in Section 4(c) of
the Plan and subject to the provisions of Section 422 or 424 of the Code
or any successor provision.


 


Section 5.                                            Eligibility.


 


Any
Eligible Person may be designated to be a Participant.  In determining which Eligible Persons shall
receive an Award and the terms of any Award, the Committee may take into
account the nature of the services provided by the respective Eligible Persons,
their present and potential contributions to the success of the Company or such
other factors as the Committee, in its discretion, shall deem relevant.  Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full-time or part-time employees (which
term as used herein includes, without limitation, officers and Directors who
are also employees), and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a “subsidiary corporation”
of the Company within the meaning of Section 424(f) of the Code or
any successor provision.


 


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Section 6.                                            Awards.


 


(a)                                  Options.  The Committee
may grant Options with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:


 


(i)                                     Exercise Price. 
The purchase price per Share purchasable under an Option shall be
determined by the Committee and shall not be less than 100% of the Fair Market
Value of a Share on the date of grant of such Option;  provided, however, that the Committee may designate a per
share exercise price below Fair Market Value on the date of grant if the Option
is granted in substitution for a stock option previously granted by an entity
that is acquired by or merged with the Company or an Affiliate.


 


(ii)                                  Option Term. 
The term of each Option shall be fixed by the Committee but shall not be
longer than 10 years from the date of grant.


 


(iii)                               Time and Method of Exercise. 
The Committee shall determine the time or times at which an Option may
be exercised in whole or in part and the method or methods by which, and the
form or forms (including, without limitation, cash, Shares, other securities,
other Awards or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the applicable exercise price) in
which, payment of the exercise price with respect thereto may be made or deemed
to have been made.


 


(b)                                 Stock Appreciation Rights. 
The Committee may grant Stock Appreciation Rights subject to the terms
of the Plan and such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine.  A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the Fair Market Value of one Share on the date of
exercise over (ii) the grant price of the Stock Appreciation Right as
specified by the Committee, which price shall not be less than 100% of the Fair
Market Value of one Share on the date of grant of the Stock Appreciation Right;
provided, however, that the Committee may designate a per share grant price
below Fair Market Value on the date of grant if the Stock Appreciation Right is
granted in substitution for a stock appreciation right previously granted by an
entity that is acquired by or merged with the Company or an Affiliate.


 


(c)                                  Restricted Stock and Restricted Stock
Units.  The Committee may grant Awards of Restricted
Stock and Restricted Stock Units with the following terms and conditions and
with such additional terms and conditions not inconsistent with the provisions
of the Plan as the Committee shall determine:


 


(i)                                     Restrictions. 
Shares of Restricted Stock and Restricted Stock Units shall be subject
to such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a Share of Restricted Stock or
the right to receive any dividend or other right or property with respect
thereto), which restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise, as the Committee may deem
appropriate.  The minimum vesting period
of such Awards shall be one year from the date of grant.  Notwithstanding the foregoing, the Committee
may permit


 


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acceleration of
vesting of such Awards in the event of the Participant’s death, disability or
retirement or a change in control of the Company.


 


(ii)                                  Issuance and Delivery of Shares. 
Any Restricted Stock granted under the Plan shall be issued at the time
such Awards are granted and may be evidenced in such manner as the Committee
may deem appropriate, including book-entry registration or issuance of a stock
certificate or certificates, which certificate or certificates shall be held by
the Company.  Such certificate or
certificates shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the restrictions applicable to such
Restricted Stock.  Shares representing
Restricted Stock that is no longer subject to restrictions shall be delivered
to the Participant promptly after the applicable restrictions lapse or are
waived.  In the case of Restricted Stock
Units, no Shares shall be issued at the time such Awards are granted.  Upon the lapse or waiver of restrictions and
the restricted period relating to Restricted Stock Units evidencing the right
to receive Shares, such Shares shall be issued and delivered to the holder of
the Restricted Stock Units.


 


(iii)                               Forfeiture.  Except as
otherwise determined by the Committee, upon a Participant’s termination of
employment or resignation or removal as a Director (in either case, as
determined under criteria established by the Committee) during the applicable
restriction period, all Shares of Restricted Stock and all Restricted Stock
Units held by the Participant at such time shall be forfeited and reacquired by
the Company; provided, however, that the Committee may, when it finds that a
waiver would be in the best interest of the Company, waive in whole or in part
any or all remaining restrictions with respect to Shares of Restricted Stock or
Restricted Stock Units.


 


(d)                                 Dividend Equivalents. 
The Committee may grant Dividend Equivalents under which the Participant
shall be entitled to receive payments (in cash, Shares, other securities, other
Awards or other property as determined in the discretion of the Committee)
equivalent to the amount of any cash dividends paid by the Company to holders
of Shares with respect to a number of Shares determined by the Committee.  Subject to the terms of the Plan, such
Dividend Equivalents may have such terms and conditions as the Committee shall
determine.


 


(e)                                  Performance Awards. 
The Committee may grant Performance Awards denominated in Shares that
may be settled or payable in Shares (including, without limitation, Restricted
Stock or  Restricted Stock Units)
or cash.  Performance Awards granted to
Participants who may be “covered employees” under Section 162(m) of
the Code are intended to be “qualified performance-based compensation” within the
meaning of Section 162(m). 
Performance Awards shall, to the extent required by Section 162(m),
be conditioned solely on the achievement of one or more objective Performance
Goals, and such Performance Goals shall be established by the Committee within
the time period prescribed by, and shall otherwise comply with the requirements
of, Section 162(m).  Subject to the
terms of the Plan and any applicable Award Agreement, the Performance Goals to
be achieved during any performance period, the length of any performance
period, the amount of any Performance Award granted, the amount of any payment
or transfer to be made pursuant to any Performance Award, and any other terms
and conditions of any Performance Award shall be determined by the Committee.


 


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The Committee
shall also certify in writing that such Performance Goals have been met prior
to payment of the Performance Awards to the extent required by Section 162(m).


 


(f)                                    Stock Awards. 
The Committee may grant Shares without restrictions thereon, but only
for the purpose of paying annual incentive compensation earned by an Eligible
Person that otherwise would have been paid in cash by the Company.  Subject to the terms of the Plan, Stock
Awards may have such terms and conditions as the Committee shall determine.


 


(g)                                 Other Stock-Based Awards. 
The Committee may grant such other Awards that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on
or related to, Shares (including, without limitation, securities convertible
into Shares), as are deemed by the Committee to be consistent with the purpose
of the Plan.  The Committee shall
determine the terms and conditions of such Awards, subject to the terms of the
Plan and the Award Agreement.  Shares, or
other securities delivered pursuant to a purchase right granted under this Section 6(g),
shall be purchased for consideration having a value equal to at least 100% of
the Fair Market Value of such Shares or other securities on the date the
purchase right is granted.


 


(h)                                 General.


 


(i)                                     Consideration for Awards. 
Awards may be granted for no cash consideration or for any cash or other
consideration as may be determined by the Committee or required by applicable
law.


 


(ii)                                  Awards May Be Granted Separately or
Together.  Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with or in
substitution for any other Award or any award granted under any other plan of
the Company or any Affiliate.  Awards
granted in addition to or in tandem with other Awards or in addition to or in
tandem with awards granted under any other plan of the Company or any Affiliate
may be granted either at the same time as or at a different time from the grant
of such other Awards or awards.


 


(iii)                               Forms of Payment under Awards. 
Subject to the terms of the Plan and of any applicable Award Agreement,
payments or transfers to be made by the Company or an Affiliate upon the grant,
exercise or payment of an Award may be made in such form or forms as the
Committee shall determine (including, without limitation, cash, Shares, other
securities, other Awards or other property, or any combination thereof), and
may be made in a single payment or transfer, in installments or on a deferred
basis, in each case in accordance with rules and procedures established by
the Committee.  Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents with respect to installment or
deferred payments.


 


(iv)                              Term of Awards. 
The term of each Award shall be for a period not longer than 10 years
from the date of grant.


 


(v)                                 Limits on Transfer of Awards.  No Award and no right under any such Award
shall be transferable by a Participant other than (1) by will or by the
laws of descent


 


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and distribution
or (2) by transfer of an Award back to the Company, including a transfer
of an Award (but not any Stock Options) to the Company in connection with a
deferral election under a Company deferred compensation plan.  The Committee may establish procedures as it
deems appropriate for a Participant to designate a Person or Persons, as
beneficiary or beneficiaries, to exercise the rights of the Participant and
receive any property distributable with respect to any Award in the event of
the Participant’s death.  Each Award
under the Plan or right under any such Award shall be exercisable during the
Participant’s lifetime only by the Participant or, if permissible under
applicable law, by the Participant’s guardian or legal representative.  No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.


 


(vi)                              Restrictions; Securities Exchange Listing. 
All Shares or other securities delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such restrictions as the
Committee may deem advisable under the Plan, applicable federal or state
securities laws and regulatory requirements, and the Committee may cause
appropriate entries to be made or legends to be placed on the certificates for
such Shares or other securities to reflect such restrictions.  If the Shares or other securities are traded
on a securities exchange, the Company shall not be required to deliver any Shares
or other securities covered by an Award unless and until such Shares or other
securities have been admitted for trading on such securities exchange.


 


Section 7.                                            Amendment and Termination; Corrections.


 


(a)                                  Amendments to the Plan. 
The Board of Directors of the Company may amend, alter, suspend,
discontinue or terminate the Plan; provided, however, that, notwithstanding any
other provision of the Plan or any Award Agreement, prior approval of the
stockholders of the Company shall be required for any amendment to the Plan
that:


 


(i)                                     requires stockholder approval under the rules or
regulations of the Securities and Exchange Commission, the New York Stock
Exchange, any other securities exchange or the Financial Industry Regulatory
Authority, Inc. that are applicable to the Company;


 


(ii)                                  increases the number of shares authorized
under the Plan as specified in Section 4(a) of the Plan;


 


(iii)                               increases the number of shares subject to
the limitations contained in Section 4(d) of the Plan;


 


(iv)                              permits repricing, cancellation and
replacement, or exchange of Options or Stock Appreciation Rights which are
prohibited by Section 3(a)(v) of the Plan;


 


(v)                                 permits the award of Options or Stock
Appreciation Rights at a price less than 100% of the Fair Market Value of a
Share on the date of grant of such Option or Stock Appreciation Right, contrary
to the provisions of Sections 6(a)(i) and 6(b)(ii) of the Plan; or


 


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(vi)                              would cause Section 162(m) of
the Code to become unavailable with respect to the Plan.


 


(b)                                 Amendments to Awards. 
Subject to the provisions of the Plan, the Committee may waive any
conditions of or rights of the Company under any outstanding Award,
prospectively or retroactively.  Except as
otherwise provided in the Plan, the Committee may amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively,
but no such action may adversely affect the rights of the holder of such Award
without the consent of the Participant or holder or beneficiary thereof.


 


(c)                                  Correction of Defects, Omissions and
Inconsistencies.  The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Award or
Award Agreement in the manner and to the extent it shall deem desirable to
implement or maintain the effectiveness of the Plan.


 


Section 8.                                            Tax Withholding.


 


The
Company may take such action as it deems appropriate to withhold or collect
from a Participant the applicable federal, state, local or foreign payroll,
withholding, income or other taxes that are required to be withheld or
collected by the Company upon the grant, exercise, vesting or payment of an
Award.  The Committee may require the
Company to withhold Shares having a Fair Market Value equal to the amount
necessary to satisfy the Company’s minimum statutory withholding requirements
upon the grant, exercise, vesting or payment of an Award from Shares that
otherwise would have been delivered to a Participant.  The Committee may, subject to any terms and
conditions that the Committee may adopt, permit a Participant to elect to pay
all or a portion of the minimum statutory withholding taxes by (a) having
the Company withhold Shares otherwise to be delivered upon the grant, exercise,
vesting or payment of an Award with a Fair Market Value equal to the amount of
such taxes, (b) delivering to the Company Shares other than Shares
issuable upon the grant, exercise, vesting or payment of an Award with a Fair
Market Value equal to the amount of such taxes or (c) paying cash.  Any such election must be made on or before
the date that the amount of tax to be withheld is determined.


 


Section 9.                                            General Provisions.


 


(a)                                  No Rights to Awards. 
No Eligible Person, Participant or other Person shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity
of treatment of Eligible Persons, Participants or holders or beneficiaries of
Awards under the Plan.  The terms and
conditions of Awards need not be the same with respect to any Participant or
with respect to different Participants.


 


(b)                                 Award Agreements. 
No Participant shall have rights under an Award granted to such
Participant unless and until an Award Agreement shall have been duly executed
on behalf of the Company and, if requested by the Company, signed by the
Participant.


 


(c)                                  No Rights of Stockholders. 
Except with respect to Restricted Stock and Stock Awards, neither a
Participant nor the Participant’s legal representative shall be, or have any of
the rights and privileges of, a stockholder of the Company with respect to any
Shares


 


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issuable upon the
exercise or payment of any Award, in whole or in part, unless and until the
Shares have been issued.


 


(d)                                 No Limit on Other Compensation Plans or
Arrangements.  Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in effect other or
additional compensation plans or arrangements.


 


(e)                                  No Right to Employment or Directorship. 
The grant of an Award shall not be construed as giving a Participant the
right to be retained as an employee of the Company or any Affiliate, or a
Director to be retained as a Director, nor will it affect in any way the right
of the Company or an Affiliate to terminate a Participant’s employment at any
time, with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan or any
Award, unless otherwise expressly provided in the Plan or in any Award
Agreement.


 


(f)                                    Governing Law. 
The internal law, and not the law of conflicts, of the State of
Delaware, shall govern all questions concerning the validity, construction and
effect of the Plan or any Award, and any rules and regulations relating to
the Plan or any Award.


 


(g)                                 Severability. 
If any provision of the Plan or any Award is or becomes or is deemed to
be invalid, illegal or unenforceable in any jurisdiction or would disqualify
the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws,
or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction or Award, and
the remainder of the Plan or any such Award shall remain in full force and
effect.


 


(h)                                 No Trust or Fund Created. 
Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate and a Participant or any other Person.  To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or any Affiliate.


 


(i)                                     Securities Matters. 
The Company shall not be required to deliver any Shares until the
requirements of any federal or state securities or other laws, rules or
regulations (including the rules of any securities exchange) as may be
determined by the Company to be applicable are satisfied.


 


(j)                                     No Fractional Shares. 
No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash shall be paid in
lieu of any fractional Share or whether such fractional Share or any rights
thereto shall be canceled, terminated or otherwise eliminated.


 


(k)                                  Headings.  Headings are
given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference.  Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.


 


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Section 10.                                      Effective Date of the Plan.


 


The
Plan became effective on August 2, 2005 upon approval by the stockholders
of the Company at the annual meeting of stockholders.  The Plan was amended and restated as of July 31,
2007 upon approval by the stockholders of the Company at the annual meeting of
stockholders.  The Plan, as further
amended and restated, shall be subject to approval by the stockholders of the
Company at the annual meeting of stockholders of the Company to be held on August 4,
2009 and this amended and restated Plan shall be effective as of the date of
such stockholder approval.  Any
amendments to the Plan that require stockholder approval pursuant to Section 7(a) of
the Plan shall be effective as of the date of stockholder approval of such
amendments.


 


Section 11.                                      Term of the Plan.


 


The
Plan shall terminate at midnight on August 1, 2015, unless terminated
before then by the Board.  Awards may be
granted under the Plan until the Plan terminates or until all Shares available
for Awards under the Plan have been purchased or acquired; provided, however,
that Incentive Stock Options may not be granted following the 10-year
anniversary of the Board’s adoption of the Plan.  The Plan shall remain in effect as long as
any Awards are outstanding.


 


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