EXHIBIT
      10.1


     

    


    


    


    
 

    


    

      


      WYNDCREST
        DD HOLDINGS, INC.

       

      2006
        GENERAL COMMON STOCK EQUITY PLAN

       

      


       



     

    


     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Table
      of Contents

     

    
      
        
          	 	 	
                  Page

                
	
                  1.

                	
                  Introduction

                	
                  1

                


        

        
          	
                   

                	
                  1.1

                	General	
                  1

                
	
                   

                	
                  1.2

                	Headings,
                  Definitions	1


        

        
          	
                  2.

                	
                  Shares
                    Subject to this Plan

                	
                  1

                
	
                  3.

                	
                  Eligibility

                	
                  1

                
	
                  4.

                	
                  Option
                    Terms

                	
                  1

                
	 	
                  4.1

                	
                  Price

                	
                  1

                
	 	
                  4.2

                	
                  Term

                	
                  2

                
	 	
                  4.3

                	
                  Vesting

                	
                  2

                
	 	
                  4.4

                	
                  Exercise

                	
                  2

                
	 	
                  4.5

                	
                  Form
                    of Payment

                	
                  4

                
	 	
                  4.6

                	
                  Buyout
                    Provisions

                	
                  5

                
	
                  5.

                	
                  Restricted
                    Stock Awards

                	
                  5

                
	 	
                  5.1

                	
                  Restricted
                    Stock Awards

                	
                  5

                
	
                  6.

                	
                  Administration

                	
                  6

                
	 	
                  6.1

                	
                  General

                	
                  6

                
	 	
                  6.2

                	
                  Authority
                    of Administrator

                	
                  6

                
	
                  7.

                	
                  Tax
                    Withholding and Reporting

                	
                  7

                
	 	
                  7.1

                	
                  Tax
                    Withholding Alternatives

                	
                  7

                
	 	
                  7.2

                	
                  Reporting
                    of Dispositions

                	
                  7

                
	
                  8.

                	
                  Certain
                    Transactions and Events

                	
                  7

                
	 	
                  8.1

                	
                  In
                    General

                	
                  7

                
	 	
                  8.2

                	
                  Changes
                    in Capital Structure

                	
                  8

                
	 	
                  8.3

                	
                  Assumption
                    of Awards by Successor

                	
                  8

                
	 	
                  8.4

                	
                  Golden
                    Parachute Cut-Back to Preserve Benefits

                	
                  8

                
	 	
                  8.5

                	
                  Other
                    Treatment of Awards

                	
                  8

                
	
                  9.

                	
                  Compliance
                    with Law

                	
                  8

                
	 	
                  9.1

                	
                  General

                	
                  8

                
	 	
                  9.2

                	
                  Financial
                    Information

                	
                  9

                
	
                  10.

                	
                  Amendment
                    or Termination of this Plan or Outstanding Awards

                	
                  9

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

        
          	 	
                  10.1

                	
                  Amendment
                    and Termination

                	
                  9

                
	 	
                  10.2

                	
                  Section
                    409A Provisions

                	
                  9

                
	 	
                  10.3

                	
                  Stockholder
                    Approval

                	
                  9

                
	 	
                  10.4

                	
                  Effect

                	
                  9

                
	
                  11.

                	
                  Special
                    Arrangements Regarding Award Shares

                	
                  10

                
	 	
                  11.1

                	
                  Escrows
                    and Pledges

                	
                  10

                
	 	
                  11.2

                	
                  Repurchase
                    Rights

                	
                  10

                
	 	
                  11.3

                	
                  Market
                    Standoff

                	
                  11

                
	 	
                  11.4

                	
                  Dividends

                	
                  11

                
	
                  12.

                	
                  Beneficiaries

                	
                  11

                
	
                  13.

                	
                  Term
                    of Plan

                	
                  12

                
	 	
                  13.1

                	
                  Effective
                    Date

                	
                  12

                
	 	
                  13.2

                	
                  Term

                	
                  12

                
	
                  14.

                	
                  Miscellaneous

                	
                  12

                
	 	
                  14.1

                	
                  Governing
                    Law

                	
                  12

                
	 	
                  14.2

                	
                  Nonassignability
                    of Awards

                	
                  12

                
	 	
                  14.3

                	
                  Nonexclusivity
                    of this Plan

                	
                  12

                
	 	
                  14.4

                	
                  Foreign
                    Jurisdictions

                	
                  12

                
	 	
                  14.5

                	
                  Reservation
                    of Shares

                	
                  12

                
	 	
                  14.6

                	
                  Written
                    and Electronic Communications

                	
                  12

                
	 	
                  14.7

                	
                  Consulting
                    or Employment Relationship

                	
                  13

                
	 	
                  14.8

                	
                  Board
                    Discretion

                	
                  13

                
	 	
                  14.9

                	
                  Conditions
                    Upon Issuance of Shares

                	
                  13

                
	 	
                  14.10

                	
                  Notices

                	
                  13

                


        

      

      
 

      
        
          
          

        

        
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      WYNDCREST
        DD HOLDINGS, INC. 

      2006
        GENERAL COMMON STOCK EQUITY PLAN

       

      
        	
                1.

              	
                Introduction

              


      

       

      1.1 General.
        This
        Wyndcrest DD Holdings, Inc. 2006 General Common Stock Equity Plan (the “Plan”)
        is intended to enhance the long-term stockholder value of the Company by
        offering eligible persons the opportunity to participate in the Company’s
        growth. This Plan is intended to comply with Rule 701 promulgated under the
        Securities Act and Section 25102(o) of the California Securities Act, although
        the Company may formally or informally establish one or more sub-plans to
        rely
        on federal and state exemptions other than Rule 701 and Section 25102(o)
        of the
        California Securities Act. Provisions of this Plan, which in the determination
        of the Administrator derive solely from Rule 701 and/or Section 25102(o),
        may be
        waived at the time of grant in the discretion of the Administrator.

       

      1.2 Headings,
        Definitions.
        Headings are intended as a guide and are not intended to have substantive
        meaning. Unless otherwise defined in the Plan, capitalized terms used herein
        are
        defined in Exhibit A,
        which
        is incorporated herein by this reference.

       

      
        	
                2.

              	
                Shares
                  Subject to this Plan

              


      

       

      Subject
        to adjustment under Section 8.2, the maximum number of Shares that may be
        issued under this Plan is 14,297,170;
        provided,
        however,
        that at no time shall the total number of Shares issuable upon exercise of
        all
        outstanding Options and the total number of Shares provided for under any
        stock
        bonus or similar plan of the Company exceed the applicable percentage as
        calculated in accordance with the conditions and the exclusions set forth
        in
        either of (i) Section 260.140.45 of the California Code of Regulations or
        (ii) subparagraph (d) of Rule 701 promulgated under the Securities Act,
        based on the Shares which are outstanding at the time the calculation is
        made. To
        the extent an Option later terminates or expires without having been exercised,
        or is surrendered pursuant to an Option Exchange Program, the remaining number
        of Shares available for issuance under this Plan shall be increased by the
        same
        amount. If Shares issued pursuant to a Restricted Stock Award are repurchased
        by
        the Company at their original purchase price, such Shares shall become available
        for future grant under the Plan.

       

      
        	
                3.

              	
                Eligibility

              


      

       

      Awards
        may be granted to current, prospective and former Employees, Directors and
        Consultants, although Incentive Stock Options may only be granted to current
        Employees. 

       

      
        	
                4.

              	
                Option
                  Terms

              


      

       

      4.1 Price.
        Except as permitted by Applicable Law and set forth in the Award Agreement,
        no
        Option may have a Purchase Price less than 100% of the Fair Market Value
        of the
        underlying Shares on the Grant Date. If an Option is granted to a Ten Percent
        Shareholder, that Option shall have a Purchase Price equal to or greater
        than
        110% of the Fair Market Value of the Shares on the Grant Date. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.2 Term.
        No Option shall be exercisable after its Expiration Date or have an Expiration
        Date that is more than ten years (five years in the case of a Ten Percent
        Shareholder) after its Grant Date. 

       

      4.3 Vesting.
        Unless otherwise provided in the Award Agreement, Options shall vest (i.e.,
        the
        vested portion of an Award will no longer be subject to forfeiture based
        solely
        on length of employment) annually in four equal installments over a four
        year
        period from the Grant Date, provided there has not been a Termination of
        Participant’s service as of any vesting date. Notwithstanding the foregoing,
        except in the case of Options granted to Officers, Directors and Consultants,
        Options shall become vested and exercisable at a rate of not less than twenty
        percent (20%) per year over five (5) years from the date the Options are
        granted. Notwithstanding the foregoing, unless otherwise specifically provided
        in the Award Agreement, no portion of the Option shall be vested if there
        has
        been a Termination of Participant’s service within twelve (12) months from the
        Grant Date.

       

      4.4 Exercise

       

      (a) In
        General.
        An
        Option may be exercised only after and only to the extent the Option is vested
        in accordance with Section 4.3. In no event may an individual exercise an
        Option
        within 6 months after the Grant Date if that individual is not exempt from
        the
        overtime pay requirements of the Federal Fair Labor Standards Act. Shares
        acquired pursuant to an Option may be subject to Reverse Vesting, as set
        forth
        in the applicable Award Agreement.

       

      (b) Designation
        of Options; Exercise Limitation for Incentive Stock
        Options.
        Each
        Option shall be designated in the Award Agreement as either an Incentive
        Stock
        Option or a Nonstatutory Stock Option. Notwithstanding the foregoing, Options
        granted under this or any other plan sponsored by the Company or Affiliates
        shall constitute incentive stock options pursuant to Section 422 of the Code
        only to the extent the Fair Market Value (determined as of the Grant Date)
        of
        Shares first exercisable in any calendar year does not exceed $100,000. Unless
        otherwise provided in the Award Agreement, to the extent Options must be
        Nonstatutory Stock Options because of this limitation, those with the highest
        exercise prices will be the first to be designated Nonstatutory Stock Options.
        

       

      (c) Effective
        Exercise.
        Options
        shall be considered exercised when the Company receives: (i) written notice
        of
        exercise from the person entitled to exercise the Option, in the form of
        an
        option exercise and stock purchase agreement approved by the Administrator,
        and
        signed by such person, (ii) full payment, or provision for such payment,
        in a
        form and method approved by the Administrator, for the Shares for which the
        Option is being exercised, and (iii) with respect to Nonstatutory Stock Options,
        payment, or provision for payment, in a form approved by the Administrator,
        of
        all applicable withholding taxes due upon exercise. An Option may not be
        exercised for a fraction of a Share.

       

      (d) Issuance
        of Shares.
        The
        Company shall issue Shares in the name of the person properly exercising
        the
        Option. If the Participant is that person and so requests, the Shares shall
        be
        issued in the name of the Participant and the Participant’s spouse. The Company
        shall endeavor to issue Award Shares promptly after an Award is exercised.
        However, until Award Shares are actually issued, as evidenced by the appropriate
        entry in the stock ledger of the Company or its transfer agent, the Recipient
        will not have the rights of a stockholder with respect to those Award Shares,
        even though the Recipient has completed all the steps necessary to exercise
        the
        Option. No adjustment shall be made for any dividend, distribution, or other
        right for which the record date precedes the date the Shares are issued,
        except
        as provided in Section 8.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (e) Termination

       

      (i) In
        General.
        Except
        as provided in an Award Agreement or in writing by the Administrator and
        as
        otherwise provided in this Subsection 4.4(e), after a Participant’s Termination,
        the Participant’s Options shall be exercisable only for the three months after
        the Termination, but in no event after the Expiration Date and only to the
        extent they are vested on the date of that Termination. To the extent the
        Participant does not exercise an Option within the time specified for exercise,
        the Option shall automatically terminate.

       

      (ii) Leaves
        of Absence.
        Unless
        otherwise provided in the Award Agreement, no Option may be exercised more
        than
        three months after the beginning of a leave of absence, other than a personal
        or
        medical leave approved by an authorized representative of the Company with
        employment guaranteed upon return. Options shall not continue to vest during
        a
        leave of absence, unless otherwise determined by the Administrator with respect
        to an approved personal or medical leave with employment guaranteed upon
        return.


       

      (iii) Death
        or Disability.
        Unless
        otherwise provided in the Award Agreement, if Participant’s Termination is due
        to death or disability (as determined by the Administrator with respect to
        all
        Options other than Incentive Stock Options and as defined by Section 22(e)
        of
        the Code with respect to Incentive Stock Options), all Options of that
        Participant to the extent exercisable at the date of that Termination may
        be
        exercised for one year after that Termination, but in no event after the
        Expiration Date, and provided further, that no extension of such time period
        shall be made at any time where the exercise price per Share of such Option
        is
        less than the Fair Market Value of one Share at the time of such proposed
        extension, unless it is determined that such extension will not cause the
        Participant to incur additional tax and interest charges upon exercise of
        such
        Option under Section 409A of the Code. In the case of Termination due to
        death,
        an Option may be exercised as provided in Section 12. In the case of
        Termination due to disability, if a guardian or conservator has been appointed
        to act for the Participant and been granted this authority as part of that
        appointment, that guardian or conservator may exercise the Option on behalf
        of
        the Participant. In the case of a Participant who dies or becomes disabled
        after
        Termination, if the Termination was not due to Cause and unless otherwise
        provided in the Award Agreement, all Options of that Participant, to the
        extent
        they are exercisable at the date of that Termination and at the date of the
        Participant’s death or disability (without regard to such death or disability),
        may be exercised for one year after that Termination, but in no event after
        the
        Expiration Date, and provided further, that no extension of such time period
        shall be made at any time where the exercise price per Share of such Option
        is
        less than the Fair Market Value of one Share at the time of such proposed
        extension, unless it is determined that such extension will not cause the
        Participant to incur additional tax and interest charges upon exercise of
        such
        Option under Section 409A of the Code.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (iv) Termination
        for Cause.
        If
        Participant’s Termination is due to Cause, all of the Participant’s Awards shall
        automatically terminate and cease to be exercisable at the time of Termination
        and the Company shall have the right to repurchase the Participant's Award
        Shares as set forth in Section 11.2(b) below. 

       

      4.5 Form
        of Payment

       

      (a) The
        Administrator shall determine the acceptable form and method of payment for
        exercising an Option. 

       

      (b) Acceptable
        forms of payment for all Award Shares are cash, check or wire transfer,
        denominated in U.S. dollars except as specified by the Administrator for
        non-U.S. Employees or non-U.S. sub-plans.

       

      (c) In
        addition, the Administrator may permit payment to be made by any of the
        following methods:

       

      (i) the
        delivery of other Shares, or the designation of other Shares, which (A) are
        “mature” shares for purposes of avoiding variable accounting treatment under
        generally accepted accounting principles (generally mature shares are those
        that
        have been owned by the Participant for more than six months on the date of
        surrender), and (B) have a Fair Market Value on the date of surrender equal
        to
        the Purchase Price of the Shares as to which the Option is being
        exercised;

       

      (ii) provided
        that a public market then exists for the Shares, through consideration received
        by the Company under a procedure under which a broker-dealer that is a member
        of
        the National Association of Securities Dealers advances funds on behalf of
        a
        Recipient or sells Award Shares on behalf of a Recipient (a “Cashless
        Exercise Procedure”),
        provided that if the Company extends or arranges for the extension of credit
        to
        a Recipient under any Cashless Exercise Procedure, no Officer or Director
        may
        participate in that Cashless Exercise Procedure in violation of Applicable
        Law;

       

      (iii) the
        delivery of one or more full recourse promissory notes bearing interest which
        is
        at least sufficient to avoid imputation of interest under Sections 483, 1274,
        and 7872 of the Code and which takes into account any relevant accounting
        issues, provided Consultants may not purchase Award Shares with a note unless
        the note is adequately secured by collateral other than the Award Shares.
        Also,
        the portion of the Purchase Price equal to the par value of the Award Shares
        shall in all events be paid in cash. Notwithstanding any provision to the
        contrary, the Company may require repayment under Applicable Law which may
        prohibit loans in certain circumstances if the Company is a publicly reporting
        company under the Exchange Act; 

       

      (iv) cancellation
        of any debt owed by the Company or any Affiliate to the Participant or waiver
        of
        compensation for services previously rendered to the Company or any Affiliate;
        and

       

      (v) any
        combination of methods of payment permitted by any paragraph of this Section
        4.5.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (d) The
        Administrator may also permit any other form or method of payment for Award
        Shares permitted by Applicable Law.

       

      4.6 Buyout
        Provisions.
        The Administrator may at any time offer to buy out for a payment in cash
        or
        Shares, an Option previously granted, based on such terms and conditions
        as the
        Administrator shall establish and communicate to the Participant at the time
        that such offer is made.

       

      
        	
                5.

              	
                Restricted
                  Stock Awards 

              


      

       

      5.1 Restricted
        Stock Awards.
        Restricted Stock Awards may be issued either alone, in addition to, or in
        tandem
        with other Awards granted under the Plan and/or cash awards made outside
        of the
        Plan. The following rules apply to all Restricted Stock Awards:

       

      (a) Price.
        Except
        as permitted by Applicable Law and set forth in the Award Agreement, no
        Restricted Stock Award may have a Purchase Price less than 85% (100% if granted
        to a Ten Percent Shareholder) of the Fair Market Value of the underlying
        Shares
        on the Grant Date or on the date on which the purchase is completed. In no
        event
        will the Purchase Price of any Restricted Stock Award be less than the par
        value
        of the Shares issuable under the Restricted Stock Award if that is required
        by
        Applicable Law.

       

      (b) Term.
        No
        Restricted Stock Award shall be exercisable after its Expiration Date. No
        Restricted Stock Award may have an Expiration Date that is more than ten
        years
        after its Grant Date.

       

      (c) Vesting.
        Restricted Stock Awards shall vest as set forth in the Award
        Agreement. If
        so
        provided in the Award Agreement, Award Shares acquired pursuant to a Restricted
        Stock Award may be subject to Reverse Vesting.

       

      (d) Form
        of Payment.
        The
        Administrator shall determine the acceptable form and method of payment for
        exercising a Restricted Stock Award.

       

      (i) Acceptable
        forms of payment for all Award Shares are cash, check or wire transfer,
        denominated in U.S. dollars except as specified by the Administrator for
        non-U.S. Employees or non-U.S. sub-plans.

       

      (ii) In
        addition, the Administrator may permit payment to be made by any of the other
        methods permitted with respect to the exercise of Options pursuant to Section
        4.5.

       

      (e) Rights
        as a Stockholder.
        Once
        the Restricted Stock Award is exercised, the Recipient shall have rights
        equivalent to those of a stockholder of the Company and shall be a stockholder
        of the Company when his or her purchase is entered upon the records of the
        duly
        authorized transfer agent of the Company. No adjustment shall be made for
        a
        dividend or other right for which the record date is prior to the date the
        Restricted Stock Award is exercised, except as provided in Section 8 of
        this Plan.

       

      
        
          
          

        

        
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                6.

              	
                Administration

              


      

       

      6.1 General.
        The
        Administrator shall have ultimate responsibility for administering this Plan
        and
        its determinations and actions shall be final, binding and conclusive for
        all
        purposes hereof. All actions and determinations by the Administrator are
        subject
        to the provisions of this Plan.

       

      6.2 Authority
        of Administrator.
        Subject to the other provisions of this Plan, the Administrator shall have
        the
        authority to:

       

      (a) grant
        Awards;

       

      (b) determine
        the Fair Market Value of Shares;

       

      (c) determine
        the Purchase Price of Awards;

       

      (d) select
        the Participants;

       

      (e) determine
        the times Awards are granted;

       

      (f) determine
        the number of Shares subject to each Award;

       

      (g) determine
        the methods of payment that may be used to purchase Shares;

       

      (h) determine
        the methods of payment that may be used to satisfy withholding tax
        obligations;

       

      (i) determine
        the other terms of each Award, including but not limited to the time or times
        at
        which Options may be exercised, whether and under what conditions an Award
        is
        assignable, and whether an Option is a Nonstatutory Stock Option or an Incentive
        Stock Option;

       

      (j) amend,
        modify, exchange or replace any Award;

       

      (k) authorize
        any person to sign any Award Agreement or other document related to this
        Plan on
        behalf of the Company;

       

      (l) determine
        the form of any Award Agreement or other document related to this Plan, and
        whether that document, including signatures, may be in electronic
        form;

       

      (m) interpret
        this Plan and any Award Agreement or document related to this Plan;

       

      (n) correct
        any defect, remedy any omission, or reconcile any inconsistency in this Plan,
        any Award Agreement or any other document related to this Plan; 

       

      (o) adopt,
        amend, and revoke rules and regulations under this Plan, including rules
        and
        regulations relating to sub-plans and Plan addenda;

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (p) adopt,
        amend and revoke special rules and procedures, which may be inconsistent
        with
        the terms of this Plan, set forth (if the Administrator so chooses) in sub-plans
        regarding (for example) the operation and administration of this Plan and
        the
        terms of Awards, in each case, if and to the extent necessary or useful to
        accommodate non-U.S. Applicable Laws and practices as they apply to Awards
        and
        Award Shares held by, or granted or issued to, persons working or resident
        outside the United States or employed by Affiliates incorporated outside
        the
        United States;

       

      (q) determine
        whether a transaction or event should be treated as a Change of Control;
        

       

      (r) make
        all
        other determinations and take all other actions the Administrator deems
        necessary or advisable for the administration of this Plan; and

       

      (s) initiate
        an Option Exchange Program.

       

      
        	
                7.

              	
                Tax
                  Withholding and Reporting

              


      

       

      7.1 Tax
        Withholding Alternatives

       

      (a) General.
        At such
        times as may be necessary to comply with Applicable Law, the Company may
        require
        the Recipient to remit to the Company an amount sufficient to satisfy any
        applicable tax withholding requirement, whether the related tax is imposed
        on
        the Recipient or the Company. The Company shall have no obligation to deliver
        Award Shares or release Award Shares from an escrow or permit a transfer
        of
        Award Shares until the Recipient has satisfied those tax withholding
        obligations. 

       

      (b) Method
        of Payment.
        The
        Recipient shall pay any required withholding using the forms of consideration
        described in Section 4.5(b), except that, in the discretion of the
        Administrator, the Company may also permit the Recipient to use any of the
        forms
        of payment described in Section 4.5(c). The Administrator may also permit
        Award
        Shares to be withheld to pay required withholding. If the Administrator permits
        Award Shares to be withheld, the Fair Market Value of the Award Shares withheld,
        as determined as of the date of withholding, shall not exceed the amount
        determined by the applicable minimum statutory withholding rates.

       

      7.2 Reporting
        of Dispositions.
        Any holder of Award Shares acquired under an Incentive Stock Option shall
        promptly notify the Administrator, following such procedures as the
        Administrator may require, of the sale or other disposition of any of those
        Award Shares if the disposition occurs: (a) before either two years after
        the Grant Date of the Incentive Stock Option or one year after the date the
        Incentive Stock Option was exercised, or (b) during such other period as
        the Administrator has established.

       

      
        	
                8.

              	
                Certain
                  Transactions and Events

              


      

       

      8.1 In
        General.
        Except as specifically provided in this Section 8, no change in the capital
        structure of the Company, merger, sale or other disposition of assets or
        of a
        subsidiary, Change of Control, issuance by the Company of shares of any class
        of
        securities convertible into shares of any class, conversion of securities,
        or
        other transaction or event shall require or be the occasion for any adjustments
        of the type described in this Section 8. Additional provisions with respect
        to
        the foregoing transactions are set forth in Section 10.4.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      8.2 Changes
        in Capital Structure.
        In the event of any stock split, reverse stock split, recapitalization,
        combination or reclassification of stock, stock dividend, spin-off, or similar
        change to the capital structure of the Company (not including a Corporate
        Transaction or Change of Control), the Administrator shall make whatever
        adjustments it concludes are appropriate to: (a) the number and type of
        Awards that may be granted under this Plan and to any person under this Plan,
        (b) the Purchase Price and number and class of securities issuable under
        each outstanding Award, and (c) in the case of an Outstanding Award subject
        to Reverse Vesting, the repurchase price of Award Shares that are subject
        to
        repurchase rights. Unless the Administrator specifies otherwise, any securities
        issuable as a result of any such adjustment shall be rounded to the next
        lower
        whole security. The Administrator need not adopt the same rules for each
        Award
        or each Recipient.

       

      8.3 Assumption
        of Awards by Successor.
        In the event of a Corporate Transaction or a Change of Control, any and all
        outstanding Awards shall be assumed, converted or replaced by the successor
        corporation (if any) or a parent or subsidiary of such successor corporation
        (the "Successor
        Corporation")
        or an equivalent award shall be substituted by the Successor Corporation,
        which
        assumption, conversion, replacement or substitution will be binding on all
        Participants. The Successor Corporation may also issue, in place of outstanding
        Shares held by the Participants, substantially similar shares or other property
        subject to repurchase restrictions no less favorable to the Participant.
        In the
        event the Successor Corporation (if any) refuses to assume, convert, replace
        or
        substitute Awards, as provided above, pursuant to a transaction described
        in
        this Section 8.3, such Awards will expire upon the consummation of such
        transaction. 

       

      8.4 Golden
        Parachute Cut-Back to Preserve Benefits.
        If the Administrator determines that the net after-tax amount to be realized
        by
        any Recipient, taking into account any accelerated vesting, termination of
        repurchase rights, or cash payments to that Recipient in connection with
        any
        transaction or event addressed in this Section 8 would be greater if one
        or more
        of those steps were not taken or payments were not made with respect to that
        Recipient’s Awards or Award Shares, then and to that extent one or more of those
        steps shall not be taken and payments shall not be made, as determined by
        the
        Administrator.

       

      8.5 Other
        Treatment of Awards.
        Subject to any greater rights granted to Participants under the foregoing
        provisions of this Section 8, in the event of the occurrence of any Corporate
        Transaction, any outstanding Awards will be treated as provided in the
        applicable agreement or plan of merger, consolidation, dissolution, liquidation,
        or sale of assets.

       

      
        	
                9.

              	
                Compliance
                  with Law

              


      

       

      9.1 General.
        The
        grant of Awards and the issuance and subsequent transfer of Award Shares
        shall
        be subject to compliance with all Applicable Law, including all applicable
        securities laws. Awards may not be exercised, and Award Shares may not be
        transferred, in violation of Applicable Law. Thus, for example, Awards may
        not
        be exercised unless: (a) a registration statement under the Securities Act
        is then in effect with respect to the related Award Shares, or (b) in the
        opinion of legal counsel to the Company, those Award Shares may be issued
        in
        accordance with an applicable exemption from the registration requirements
        of
        the Securities Act and any other applicable securities laws. The failure
        or
        inability of the Company to obtain from any regulatory body the authority
        considered by the Company’s legal counsel to be necessary or useful for the
        lawful issuance of any Award Shares or their subsequent transfer shall relieve
        the Company of any liability for failing to issue those Award Shares or
        permitting their transfer. As a condition to the exercise of any Award or
        the
        transfer of any Award Shares, the Company may require the Recipient to satisfy
        any requirements or qualifications that may be necessary or appropriate to
        comply with or evidence compliance with any Applicable Law.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      9.2 Financial
        Information.
        The
        Company shall furnish its annual financial statements to each Participant
        during
        the period the Participant holds any Option, Restricted Stock Award or Award
        Shares. Those statements shall include a balance sheet and income statement,
        and
        shall be delivered as soon as is practical after the end of the Company’s fiscal
        year. This section does not apply to Participants who are key Employees and
        whose duties afford them access to those financial statements.

       

      
        	
                10.

              	
                Amendment
                  or Termination of this Plan or Outstanding
                  Awards

              


      

       

      10.1 Amendment
        and Termination.
        The Board may at any time amend, suspend, or terminate this Plan. 

       

      10.2 Section
        409A Provisions.
        It is intended that no Award granted under this Plan shall be subject to
        any
        interest or additional tax under Section 409A of the Code, except as
        specifically indicated by the Administrator. In the event Code Section 409A
        is
        amended after the date hereof, or regulations or other guidance is promulgated
        after the date hereof that would make an Option subject to the provisions
        of
        Code Section 409A, then the terms and conditions of this Plan shall be
        interpreted and applied, to the extent possible, in a manner to avoid the
        imposition of the provisions of Code Section 409A.

       

      10.3 Stockholder
        Approval.
        The Company shall obtain the approval of the Company’s stockholders for this
        Plan (within 12 months after the Board approved this Plan), and for any
        amendment to this Plan if stockholder approval is necessary or desirable
        to
        comply with any Applicable Law or with the requirements applicable to the
        grant
        of Awards intended to be Incentive Stock Options. The Board may also, but
        need
        not, require that the Company’s stockholders approve any other amendments to
        this Plan.

       

      10.4 Effect.
        Except to the extent necessary to avoid the imposition of additional tax
        and/or
        interest under Section 409A of the Code with respect to Awards that are treated
        as nonqualified deferred compensation, no amendment, suspension, or termination
        of this Plan, and no modification, exchange or replacement of any Award even
        in
        the absence of an amendment, suspension, or termination of this Plan, shall
        impair any existing contractual rights of any Participant unless either
        (i) the affected Participant consents to the amendment, suspension,
        termination, modification, exchange or replacement or (ii) at least a
        majority (greater than 50%) of affected Participants’ vote in favor of the
        amendment, suspension, termination, modification, exchange or replacement.
        However, no such consent or vote shall be required if the Board determines
        in
        its sole and absolute discretion that the amendment, suspension, termination,
        modification, exchange or replacement: (a) is required or advisable in order
        for
        the Company, the Plan or the Award to satisfy Applicable Law, to meet the
        requirements of any applicable accounting standard or to avoid any adverse
        accounting treatment, or (b) in connection with any transaction or event
        described in Section 8, is in the best interests of the Company or its
        stockholders. The Board may, but need not, take the tax consequences to affected
        Participants into consideration in acting under the preceding sentence. Those
        decisions will be final, binding and conclusive for all purposes hereof.
        Termination of this Plan shall not affect the Administrator’s ability to
        exercise the powers granted to it under this Plan with respect to Awards
        granted
        before the termination, or Award Shares issued under such Awards, even if
        those
        Award Shares are issued after the termination.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                11.

              	
                Special
                  Arrangements Regarding Award
                  Shares

              


      

       

      11.1 Escrows
        and Pledges.
        To enforce any restrictions on Award Shares including restrictions related
        to
        Reverse Vesting, the Administrator may require their holder to deposit the
        certificates representing Award Shares, with stock powers or other transfer
        instruments approved by the Administrator endorsed in blank, with the Company
        or
        an agent of the Company to hold in escrow until the restrictions have lapsed
        or
        terminated. The Administrator may also cause a legend or legends referencing
        the
        restrictions, as well as securities law restrictions, to be placed on the
        certificates. Any Recipient who delivers a promissory note as partial or
        full
        consideration for the purchase of Award Shares will be required to pledge
        and
        deposit with the Company some or all of the Award Shares as collateral to
        secure
        the payment of the note. However, the Administrator may require or accept
        other
        or additional forms of collateral to secure the note and, in any event, the
        Company will have full recourse against the maker of the note, notwithstanding
        any pledge or other collateral.

       

      11.2 Repurchase
        Rights

       

      (a) Reverse
        Vesting. If
        an
        Option or Restricted Stock Award is subject to Reverse Vesting, the Company
        shall have the right, but not the obligation, during the 90 days after the
        Participant’s Termination, to repurchase any or all of the Award Shares that
        were unvested under the applicable reverse vesting schedule as of the date
        of
        that Termination, at a purchase price determined by the Administrator in
        accordance with this Section 11.2. The repurchase price shall be the lower
        of
        the Purchase Price for those Shares (minus the amount of any cash dividends
        paid
        or payable with respect thereto for which the record date precedes the
        repurchase), or the Fair Market Value of those Shares as of the date of the
        Termination. The repurchase price shall be paid in cash or, if the Award
        Shares
        were purchased in whole or in part with a promissory note, cancellation of
        indebtedness under that note, or a combination of those means. The Company’s
        right to repurchase Award Shares granted to any Participant, who is not an
        Officer, Company Director or Consultant pursuant to Section 25102(o) of the
        California Securities Act, at Fair Market Value will terminate if and when
        Shares become Listed Securities. The Company may assign this right of
        repurchase. 

       

      (b) Repurchase
        Following Termination for Cause. In
        the
        event that a Participant's Termination is due to Cause, the Company shall
        have
        the right, but not the obligation, during the 90 days after such Participant’s
        Termination or after exercise of the Award if the Award is exercised after
        Termination, to repurchase such Participant’s Award Shares. The repurchase price
        shall be the lower of: (i) the Purchase Price for those Award Shares, minus
        the amount of any cash dividends paid or payable with respect to the Award
        Shares for which the record date precedes the repurchase, and (ii) the Fair
        Market Value of those Award Shares as of the date of the Termination. The
        repurchase price shall be paid in cash or, if the Award Shares were purchased
        in
        whole or in part with a promissory note, cancellation of indebtedness under
        that
        note, or a combination of those means. This right of repurchase shall terminate
        if and when Shares are registered under Section 12 of the Exchange Act. The
        Company may assign this right of repurchase. The Company will, in connection
        with such repurchase, be entitled to receive customary representations and
        warranties from the Participant regarding such sale and to require that his
        or
        her signature be guaranteed.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (c) Procedure.
        The
        Company may, in it sole discretion, exercise any of its repurchase rights
        under
        this Section 11.2. The Company or its assignee may choose to give the Recipient
        a written notice of exercise of its repurchase rights under this Section
        11.2.
        However, the Company’s failure to give such a notice shall not affect its rights
        to repurchase Award Shares. The Company must, however, tender the repurchase
        price during the period specified in this Section 11.2 for exercising its
        repurchase rights in order to exercise such rights. 

       

      11.3 Market
        Standoff.
        If
        requested by the Company or a representative of its underwriters in connection
        with a registration of any securities of the Company under the Securities
        Act,
        Recipients or certain Recipients shall be prohibited from selling some or
        all of
        their Award Shares during a period not to exceed 180 days after the effective
        date of a registration statement filed with respect to the initial public
        offering of the Company’s common stock and 90 days after the effective date of
        any other registration statement of the Company. This restriction shall apply
        only to the first two registration statements of the Company to become effective
        under the Securities Act. However, it shall not apply to any registration
        statement on Form S-8 or an equivalent registration statement. Moreover,
        registration statements on Form S-4, S-8 or equivalent registration statements
        shall not count as either of those two registration statements. 

       

      11.4 Dividends.
        Dividends on Award Shares that are subject to any restrictions, including
        Reverse Vesting, shall be subject to the same restrictions, including those
        set
        forth in this Section 11, as the Award Shares on which the dividends were
        paid.


       

      
        	
                12.

              	
                Beneficiaries

              


      

       

      A
        Participant may file with the Administrator a written designation of one
        or more
        beneficiaries who are to receive the Participant’s rights under the
        Participant’s Awards after the Participant’s death. A Participant may change
        such a designation at any time by written notice to the Administrator. If
        a
        Participant designates a beneficiary, the beneficiary may exercise the
        Participant’s Awards after the Participant’s death. If a Participant dies when
        the Participant has no living beneficiary designated under this Plan, the
        Company shall allow the executor or administrator of the Participant’s estate to
        exercise the Award or, if there is none, the person entitled to exercise
        the
        Award under the Participant’s will or the applicable laws of descent and
        distribution. In any case, no Award may be exercised after its Expiration
        Date.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                13.

              	
                Term
                  of Plan

              


      

       

      13.1 Effective
        Date.
        This
        Plan shall be effective on the date it is approved by the Board. However,
        in the
        event the Company’s stockholders do not approve this Plan within 12 months after
        the Board approves this Plan, any awards under this Plan shall be null and
        void
ab
        initio. 

       

      13.2 Term.
        Subject
        to the provisions of the Plan, Awards may be granted under this Plan for
        a
        period of ten years from the earlier of the date on which the Board approves
        this Plan and the date on which the Company’s stockholders approve this
        Plan.
        If the
        Company’s stockholders subsequently re-approve the Plan and any amendments
        thereto, the term of the Plan shall be extended to ten years from the earlier
        of
        that subsequent stockholder approval or the date of the Board action approving
        the re-approved plan, unless otherwise provided by the Board.

       

      
        	
                14.

              	
                Miscellaneous

              


      

       

      14.1 Governing
        Law.
        This
        Plan, the Award Agreements, and all other agreements entered into under this
        Plan, and all actions taken under this Plan or in connection with Awards
        or
        Award Shares shall be governed by the substantive laws, but not the choice
        of
        law rules, of the State of California.

       

      14.2 Nonassignability
        of Awards.
        No Award shall be assignable or otherwise transferable by the Participant
        except
        by will or by the laws of descent and distribution, or as otherwise determined
        by the Administrator in the case of Awards which are not Incentive Stock
        Options. However, Awards may be transferred and exercised in accordance with
        a
        Domestic Relations Order and may be exercised by a guardian or conservator
        appointed to act for the Participant. During the life of the Participant,
        an
        Incentive Stock Option may be exercised only by the Participant. The Company’s
        compliance with a Domestic Relations Order, or the exercise of an Incentive
        Stock Option by a guardian or conservator appointed to act for the Participant,
        shall not violate this Section 14.2. 

       

      14.3 Nonexclusivity
        of this Plan.
        This Plan shall not limit the power of the Company or any Affiliate to adopt
        other incentive arrangements including, for example, the grant or issuance
        of
        stock options, stock, or other equity-based rights under other plans or
        independently of any plan.

       

      14.4 Foreign
        Jurisdictions.
        The
        terms of any Award Agreement will control and if necessary supersede any
        terms
        of this Plan to the contrary to the extent such terms are necessary to comply
        with the laws of any foreign jurisdiction. 

       

      14.5 Reservation
        of Shares.
        During the term of this Plan, the Company will at all times reserve and keep
        available such number of Shares as are still issuable under this
        Plan.

       

      14.6 Written
        and Electronic Communications.
        Any
        Award Agreement, notice of exercise of an Award, or other document required
        or
        permitted by this Plan shall be delivered in writing or, to the extent permitted
        by the Administrator, electronically. Signatures may also be electronic if
        permitted by the Administrator.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      14.7 Consulting
        or Employment Relationship.
        Nothing
        in this Plan or in any Award Agreement, and no Award or the fact that Award
        Shares remain subject to repurchase rights, shall: (A) interfere with or
        limit the right of the Company or any Affiliate to terminate the employment
        or
        consultancy of any Participant at any time, whether with or without Cause
        or
        reason, and with or without the payment of severance or any other compensation
        or payment, or (B) interfere with the application of any provision in any
        of the
        Company’s or any Affiliate’s charter documents or of Applicable Law relating to
        the election, appointment, term of office, or removal of a
        Director.

       

      14.8 Board
        Discretion.
        The Board shall have the power to accelerate the time at which an Option
        or
        Restricted Stock Award may first be exercised or the time during which an
        Option
        or Restricted Stock Award or any part thereof will vest pursuant to the
        provisions of the Plan, notwithstanding the provisions in the Award Agreement
        stating the time at which it may first be exercised or the time during which
        it
        will vest.

       

      14.9 Conditions
        Upon Issuance of Shares.
        The Company may require any person to whom an Award is granted, or any person
        to
        whom an Award is transferred pursuant to the provisions of the Plan, as a
        condition of exercising or acquiring Shares under any Award, (i) to give
        written
        assurances satisfactory to the Company as to such person’s knowledge and
        experience in financial and business matters and/or that he or she has employed
        a purchaser representative reasonably satisfactory to the Company who is
        knowledgeable and experienced in financial and business matters, and that
        he or
        she is capable of evaluating, alone or together with the purchaser
        representative, the merits and risks of exercising the Award; and (ii) to
        give
        written assurances satisfactory to the Company stating that such person is
        acquiring the Shares subject to the Award for such person’s own account and not
        with any present intention of selling or otherwise distributing such
        Shares.

       

      14.10 Notices.
        Unless the Administrator specifies otherwise, any notice to the Company under
        any Award Agreement or with respect to any Awards or Award Shares shall be
        in
        writing (or, if so authorized by Section 14.6, communicated electronically),
        shall be addressed to the Secretary of the Company, and shall only be effective
        when received by the Secretary of the Company.

       

       

      Adopted
        by the Board on: September 26, 2006

       

      Effective
        date of this Plan: September 26, 2006

       

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      



      WYNDCREST
        DD HOLDINGS, INC. 

      2006
        GENERAL COMMON STOCK EQUITY PLAN

      EXHIBIT
        A

       

      This
        Plan uses the following defined terms:

       

      (a) “Administrator” means
        the
        Board or its delegate.

       

      (b) “Affiliate”
        means a
“parent” or “subsidiary” (as each is defined in Section 424 of the Code) of the
        Company and any other entity that the Board or Administrator designates as
        an
“Affiliate” for purposes of this Plan.

       

      (c) “Applicable
        Law”
        means
        any and all laws of whatever jurisdiction, within or without the United States,
        and the rules of any stock exchange or quotation system on which Shares are
        listed or quoted, applicable to the taking or refraining from taking of any
        action under this Plan, including the administration of this Plan and the
        issuance or transfer of Awards or Award Shares.

       

      (d) “Award”
        means a
        Restricted Stock Award or Option granted in accordance with the terms of
        the
        Plan.

       

      (e) “Award
        Agreement” means
        the
        document evidencing the grant of an Award.

       

      (f) “Award
        Shares” means
        Shares covered by an outstanding Award or purchased under an Award.

       

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

       

      (h) “California
        Securities Act”
        means
        the California Corporate Securities Law of 1968,
        as
        amended and as may be further amended from time to time.

       

      (i) “Cause”
        means
        (i) employment-related dishonesty, fraud, misconduct, and disclosure or misuse
        of confidential information; (ii) conduct that is likely to cause significant
        injury to the Company, an Affiliate or any of their respective Employees,
        Officers or Directors (including, without limitation, commission of a felony
        or
        similar offense), the Employee’s material violation of the policies of the
        Company or any Affiliate, in each case as determined by the Administrator;
        (iii)
        willful and intentional misuse or diversion of the Company’s or any Affiliate’s
        funds, embezzlement, or fraudulent or willful and material misrepresentations
        or
        concealments on any written reports submitted to the Company or any Affiliate;
        (iv) material failure to perform the duties of the Employee pursuant to his
        or
        her employment, or his or her habitual neglect thereof, which is not cured
        within ten days following the Company’s (or any Affiliate’s) notice thereof to
        such Employee; or (v) willful and material failure to follow or comply with
        lawful directives of the Board of Directors of the Company or any Affiliate.
        “Cause” shall not require that a civil judgment or criminal conviction have been
        entered against or guilty plea shall have been made by the Participant regarding
        any of the matters referred to in the previous sentence. Accordingly, the
        Administrator shall be entitled to determine “Cause” based on the
        Administrator’s good faith belief. If the Participant is criminally charged with
        a felony or similar offense, that shall be a sufficient, but not a necessary,
        basis for such a belief.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (j) “Change
        of Control”
        means
        (a) a merger, consolidation or amalgamation to which the Company is a party
        and in which the beneficial stockholders of the Company, immediately before
        the
        transaction, as a result thereof beneficially own securities representing
        less
        than a majority of the total combined voting power or value of the surviving
        corporation immediately after the transaction, (b) a sale of all or
        substantially all of the Company’s assets, (c) the acquisition by any
        person or entity (other than one or more Permitted Holders, as such term
        is
        defined in that certain Purchase Agreement, dated as of July 21, 2006, by
        and among, inter alios,
        the
        Company, certain subsidiaries of the Company, and Falcon Mezzanine Partners
        II,
        L.P.), including a “group” as contemplated by Section 13(d)(3) of the Exchange
        Act, of securities representing 50% or more of the total combined voting
        power
        or value of the Company, (d) as a result of or in connection with a
        contested election of Company Directors, the persons who were Company Directors
        immediately before the election cease to constitute a majority of the Board
        or
        (e) any other transaction or event that the Board determines (whether before
        or
        after the occurrence of the transaction or event) in its discretion shall
        constitute a Change of Control for purposes of this Plan.

       

      (k) “Code”
        means
        the
        Internal Revenue Code of 1986
        as
        amended, and as may be further amended from time to time.

       

      (l) “Company”
        means
        Wyndcrest DD Holdings, Inc., a Delaware corporation.

       

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

       

      (n) “Consultant”
        means a
        person who, or an employee of any entity that, provides bona fide services
        to
        the Company or an Affiliate not in connection with the offer or sale of
        securities in a capital-raising transaction, but who is not an Employee.
        Notwithstanding the foregoing, no grant of an Award may be made to any entity
        unless the grant and exercise are made in reliance on federal and state
        securities laws exemptions other than Rule 701 under the Securities Act and
        Section 25102(o) of the California Securities Act.

       

      (o) “Corporate
        Transaction”
        means
        any: (a) dissolution of the Company; (b) sale of all or substantially all
        of the
        Company’s assets; or (c) merger, consolidation or other capital reorganization
        or business combination transaction of the Company with or into another
        corporation, entity or person, or the direct or indirect acquisition (including
        by way of a tender or exchange offer) by any person, or persons acting as
        a
        group (other than one or more Permitted Holders, as such term is defined
        in that
        certain Purchase Agreement, dated as of July 21, 2006, by and among,
inter alios,
        the
        Company, certain subsidiaries of the Company, and Falcon Mezzanine Partners
        II,
        L.P.), of beneficial ownership or a right to acquire beneficial ownership
        of
        shares representing a majority of
        the
        voting power of the then outstanding shares of capital stock of the
        Company.

       

      (p) “Director”
        means a
        member of the Board of Directors of the Company or an Affiliate.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (q) “Domestic
        Relations Order”
        means a
“domestic relations order” as defined in, and otherwise meeting the requirements
        of, Section 414(p) of the Code, except that reference to a “plan” in that
        definition shall be to this Plan.

       

      (r) “Employee”
        means a
        regular employee of the Company or an Affiliate, including an Officer or
        Director, who is treated as an employee in the personnel records of the Company
        or an Affiliate, but not individuals who are classified by the Company or
        an
        Affiliate as: (i) leased from or otherwise employed by a third party,
        (ii) independent contractors, or (iii) intermittent or temporary
        workers. The Company’s or an Affiliate’s classification of an individual as an
“Employee” (or as not an “Employee”) for purposes of this Plan shall not be
        altered retroactively even if that classification is changed retroactively
        for
        another purpose as a result of an audit, litigation or otherwise. A Participant
        shall not cease to be an Employee due to transfers between locations of the
        Company, or between the Company and an Affiliate, or to any successor to
        the
        Company or an Affiliate that assumes the Participant’s Award under Section 8.
        Neither service as a Director nor receipt of a director’s fee shall be
        sufficient to make a Director an “Employee.”

       

      (s) “Exchange
        Act” means
        the
        U.S. Securities Exchange Act of 1934
        as
        amended, and as may be further amended from time to time.

       

      (t) “Expiration
        Date” means,
        with respect to an Award, the date stated in the Award Agreement as the
        expiration date of the Award or, if no such date is stated in the Award
        Agreement, then the last day of the maximum exercise period for the Award,
        disregarding the effect of a Participant’s Termination or any other event that
        would shorten that period.

       

      (u) “Fair
        Market Value,” with
        respect to Shares, means the amount determined under the following
        circumstances: 

       

      (i) No
        Established Market.
        If
        Shares are not traded on any established stock exchange or quoted on a national
        market system and are not quoted by a recognized securities dealer, the Board
        or
        Administrator will determine Fair Market Value in good faith. The Board or
        Administrator will consider the following factors, and any others it considers
        significant, in determining Fair Market Value: (i) the price at which other
        securities of the Company have been issued to purchasers other than Employees,
        Directors, or Consultants, (ii) the Company’s net worth, prospective earning
        power, dividend paying capacity, and non-operating assets, if any, and (iii)
        any
        other relevant factors, including the economic outlook for the Company and
        the
        Company’s industry, the Company’s position in that industry, the Company’s
        goodwill and intellectual property, and the values of securities of other
        businesses in the same industry.

       

      (ii) Listed
        Stock.
        If the
        Shares are traded on any established stock exchange or quoted on a national
        market system, Fair Market Value shall be the closing sales price for the
        Shares
        as quoted on that stock exchange or system for the date the value is to be
        determined (the “Value Date”) as reported in The Wall Street Journal or a
        similar publication. If no sales are reported as having occurred on the Value
        Date, Fair Market Value shall be that closing sales price for the last preceding
        trading day on which sales of Shares are reported as having occurred. If
        no
        sales are reported as having occurred before the Value Date, Fair Market
        Value
        shall be the most recently reported closing bid for Shares. If Shares are
        listed
        on multiple exchanges or systems, Fair Market Value shall be based on sales
        or
        bids on the primary exchange or system on which Shares are traded or
        quoted.

       

      
        
          
          

        

        
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      (iii) Stock
        Quoted by Securities Dealer.
        If
        Shares are regularly quoted by a recognized securities dealer but sales and
        bid
        prices are not reported on any established stock exchange or quoted on a
        national market system, Fair Market Value shall be the mean between the high
        bid
        and low asked prices on the Value Date. If no prices are quoted for the Value
        Date, Fair Market Value shall be the mean between the high bid and low asked
        prices on the last preceding trading day on which any bid and asked prices
        were
        quoted.

       

      (iv) Initial
        Public Offering.
        The
        Fair Market Value of Shares on the date, if any, that the Company makes an
        initial public offering of Shares shall be the price at which Shares are
        first
        offered to the public.

       

      (v) “Grant
        Date” means
        the
        date the Administrator approves the grant of an Award. However, if the
        Administrator specifies that an Award’s Grant Date is a future date or the date
        on which a condition is satisfied, the Grant Date for such Award is that
        future
        date or the date that the condition is satisfied.

       

      (w) “Incentive
        Stock Option”
        means an
        Option intended to qualify as an incentive stock option under Section 422
        of the
        Code and designated as an Incentive Stock Option in the Award Agreement for
        that
        Option.

       

      (x) “Listed
        Securities” means
        the
        Shares as listed or approved for listing upon notice of issuance on a national
        securities exchange or other market system that meets the requirements of
        Section 25100(o) of the California Securities Act.

       

      (y) “Nonstatutory
        Stock Option” means
        any
        Option other than an Incentive Stock Option.

       

      (z) “Officer”
means
        a
        person who is an officer, within the meaning of Section 16 of the Exchange
        Act
        and the rules and regulations promulgated thereunder, of the Company or an
        Affiliate.

       

      (aa) “Option”
        means
        a
        right to purchase Shares granted under this Plan.

       

      (bb) “Option
        Exchange Program”
means
        a
        program whereby outstanding Options are exchanged for Options with similar
        or
        different terms, including an equal or lower exercise price.

       

      (cc) “Participant”
        means a
        person who has been granted an Option or Restricted Stock Award.

       

      (dd) “Plan”
        means
        this Wyndcrest DD Holdings, Inc. 2006 General Common Stock Equity
        Plan.

       

      
        
          
          

        

        
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      (ee) “Purchase
        Price”
        means
        the price payable by a Participant under an Award, not including any amount
        payable in respect of withholding or other taxes.

       

      (ff) “Recipient”
        means:
        (i) a person to whom an Award has been granted, (ii) a person to whom
        an Award has been transferred in accordance with all applicable requirements
        of
        Sections 12 and 14.2, and (iii) a person who holds Award Shares subject to
        any right of repurchase under Section 11.2.

       

      (gg) “Restricted
        Stock Award”
        means an
        offer by the Company to sell Shares subject to certain restrictions set forth
        in
        an Award Agreement. 

       

      (hh) “Reverse
        Vesting” means,
        with respect to an Option, that such Option is or was fully exercisable on
        the
        Grant Date, but that, subject to a “reverse” vesting schedule, the Company has a
        right to repurchase the underlying Award Shares as specified in Section 11.2(a),
        with the Company’s right of repurchase expiring in accordance with a “forward”
vesting schedule that would otherwise have applied to the Option under which
        the
        Award Shares were purchased or in accordance with some other vesting schedule
        described in the Award Agreement. With respect to a Restricted Stock Award,
        Reverse Vesting means that the Company has a right to repurchase the Award
        Shares purchased pursuant to the Restricted Stock Award, as specified in
        Section
        11.2(a), with the Company’s right of repurchase expiring in accordance with the
        vesting schedule in the Award Agreement.

       

      (ii) “Securities
        Act” means
        the
        U.S. Securities Act of 1933
        as
        amended, and as may be further amended from time to time.

       

      (jj) “Share”
        means
        a
        share of the common stock of the Company or a unit of any other securities
        substituted for the common stock under Section 8. 

       

      (kk) “Ten
        Percent Shareholder”
        means
        any person who, at the relevant Grant Date, owns more than 10% of the voting
        power of the Company or any corporate Affiliate. 

       

      (ll) “Terminate”
        or “Termination” refer
        to
        the Participant having ceased to be, with or without any cause or reason,
        an
        Employee, Director or Consultant. However, unless so determined by the
        Administrator or as otherwise provided in the Plan, “Termination” shall not
        include a change in status from an Employee, Consultant or Director to another
        such status. An event that causes an Affiliate to cease being an Affiliate
        shall
        be treated as the “Termination” of that Affiliate’s Employees, Directors, and
        Consultants.

       

      


      
        
          
          

        

        
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