exv4w6





EXHIBIT
4.6



2010 INCENTIVE PLAN

OF

OCEANEERING INTERNATIONAL, INC.




     1. Plan. This 2010 Incentive Plan of Oceaneering International, Inc. (this “Plan”) was
adopted by Oceaneering International, Inc. (the “Company”) to reward certain corporate officers,
directors and key employees of the Company by enabling them to acquire shares of common stock of
the Company and/or through the provision of cash payments.


2. Objectives. This Plan is designed to attract and retain key employees of the Company and its
Subsidiaries, to attract and retain qualified directors of the Company, to encourage the sense of
proprietorship of such employees and directors and to stimulate the active interest of such persons
in the development and financial success of the Company and its Subsidiaries. These objectives are
to be accomplished by making Awards under this Plan and thereby providing Participants with a
proprietary interest in the growth and performance of the Company and its Subsidiaries.



3. Definitions. As used herein, the terms set forth below shall have the following respective
meanings:




     “Award” means the grant, by the Company pursuant to this Plan, of any Option, SAR, Stock Award
or Cash Award, whether granted singly, in combination or in tandem, to a Participant pursuant to
such applicable terms, conditions and limitations as the Committee (or the Board, in the case of
Awards to Nonemployee Directors) may establish in order to fulfill the objectives of this Plan.



     “Award Agreement” means any agreement issued for and on behalf of the Company setting forth,
in writing, the terms, conditions and limitations applicable to an Award.



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



     “Cash Award” means an award, granted by the Company pursuant to this Plan, denominated in
cash.



     “Change of Control” means:




     (A) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act and the rules and regulations promulgated thereunder), directly or indirectly,
of securities of the Company representing 20% or more of the combined voting power of the
Company’s outstanding Voting Securities, other than through the purchase of Voting
Securities directly from the Company through a private placement; or




     (B) individuals who constitute the Board on the date hereof (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof, provided that any person
becoming a Director subsequent to the date hereof whose election, or nomination for election
by the Company’s stockholders, was approved by a vote of at least two-thirds of the
Directors comprising the Incumbent Board shall from and after such election be deemed to be
a member of the Incumbent Board; or




     (C) the Company is merged or consolidated with another corporation or entity, and as a
result of such merger or consolidation, less than 60% of the outstanding Voting Securities
of the surviving or resulting corporation or entity shall then be owned by the former
stockholders of the Company; or




     (D) the consummation of a (i) tender offer or (ii) exchange offer by a Person other
than the Company for the ownership of 20% or more of the Voting Securities of the Company
then outstanding; or




     (E) all or substantially all of the assets of the Company are sold or transferred to a
Person as to which:



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     (1) the Incumbent Board does not have authority (whether by law or
contract) to directly control the use or further disposition of such assets;
and




     (2) the financial results of the Company and such Person are not
consolidated for financial reporting purposes.




     (F) Anything else in this definition to the contrary notwithstanding:




     (1) no Change of Control shall be deemed to have occurred by virtue of
any transaction which results in the Participant, or a group of Persons which
includes the Participant, acquiring more than 20% of either the combined
voting power of the Company’s outstanding Voting Securities or the Voting
Securities of any other corporation or entity which acquires all or
substantially all of the assets of the Company, whether by way of merger,
consolidation, sale of such assets or otherwise; and




     (2) no Change of Control shall be deemed to have occurred unless such
event constitutes an event specified in Code Section 409A(2)(A)(v) and the
Treasury regulations promulgated thereunder.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Committee” means the Compensation Committee of the Board or such other committee of the Board
as is designated by the Board to administer this Plan.



     “Common Stock” means the Common Stock, par value $0.25 per share, of the Company.



     “Company” means Oceaneering International, Inc., a Delaware corporation.



     “Director” means an individual serving as a member of the Board.



     “Dividend Equivalents” means an amount equal to dividends and other distributions (or the
economic equivalent thereof) that are payable to stockholders of record on a like number of shares
of Common Stock.



     “Effective Date” means the date the stockholders of the Company approve the Plan.



     “Employee” means an employee of the Company or any of its Subsidiaries or an individual who
has agreed to become an employee of the Company or any of its Subsidiaries and actually becomes
such an employee within the six months immediately following the making of an Award to such
individual.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



     “Fair Market Value” of a share of Common Stock means, as of a particular date, (i) if shares
of Common Stock are listed or quoted on a national securities exchange, the closing price per share
of Common Stock reported or quoted on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are listed or quoted on that
date, or, if there shall have been no such sale so reported or quoted on that date, on the last
preceding date on which such a sale was so reported or quoted, (ii) if the Common Stock is not so
listed or quoted, the closing price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available, as reported by the
Nasdaq Stock Market, Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the National
Quotation Bureau Incorporated, or (iii) if shares of Common Stock are not publicly traded, the most
recent value determined by an independent appraiser appointed by the Company for such purpose.



     “Incentive Option” means an Option that is intended to comply with the requirements set forth
in Section 422 of the Code.



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     “Option” means a right, granted by the Company pursuant to this Plan, to purchase a specified
number of shares of Common Stock at a specified price.



     “Nonemployee Director” means a Director who is not an employee of the Company or any of its
Subsidiaries.



     “Nonqualified Option” means an Option that is not intended to comply with the requirements set
forth in Section 422 of the Code.



     “Nonqualified Performance Award” means an Award as described in paragraph 8(e)(i) hereof.



     “Participant” means an Employee or Director to whom an Award has been made under this Plan.



     “Performance Award” means an Award to a Participant who is an Employee which Award is subject
to the attainment of one or more Performance Goals. Stock Awards or Cash Awards may be structured
as Performance Awards.



     “Performance Goal” means a standard established by the Committee, the satisfaction of which
shall determine in whole or in part whether a Performance Award shall be earned.



     “Person” means any individual, corporation, partnership, “group” (as such term is used in Rule
13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections
13(d) and 14(d) of the Exchange Act, and the related rules and regulations promulgated thereunder.



     “Plan” means the 2010 Incentive Plan of Oceaneering International, Inc., as amended from time
to time.



     “Prior Plan” means the 2005 Incentive Plan of Oceaneering International, Inc.



     “Qualified Performance Award” means an Award as described in paragraph 8(e)(ii) hereof.



     “Restricted Stock” means any Common Stock that is restricted or subject to forfeiture
provisions.



     “Restricted Stock Unit” means a unit that is restricted or subject to forfeiture provisions
evidencing the right to receive one share of Common Stock or cash equal to the Fair Market Value of
one share of Common Stock.



     “Restriction Period” means a period of time beginning as of the date upon which an Award of
Restricted Stock or Restricted Stock Units is made pursuant to this Plan and ending as of the date
upon which such Award is issued (if not previously issued), no longer restricted or no longer
subject to forfeiture provisions.



     “SAR” means a right, granted by the Company pursuant to this Plan, to receive a payment, in
cash or Common Stock, equal to the excess of the Fair Market Value of a share of Common Stock on
the date the right is exercised over the Fair Market Value of a share of Common Stock on the date
of grant.



     “Section 409A” means Section 409A of the Code, and related regulations and Treasury
pronouncements.



     “Stock Award” means an award, granted by the Company pursuant to this Plan, in the form of
shares of Common Stock or units denominated in shares of Common Stock, and includes Restricted
Stock and Restricted Stock Units. Stock Awards do not include Options or SARs.



     “Stock Based Award Limitations” is as defined in paragraph 5(c) hereof.



     “Subsidiary” means (i) in the case of a corporation, any corporation of which the Company
directly or indirectly owns shares representing 50% or more of the combined voting power of the
shares of all classes or series of capital stock of such corporation which have the right to vote
generally on matters submitted to a vote of the stockholders of such corporation, and (ii) in the
case of a partnership or other business entity not organized as a corporation, any such business



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entity of which the Company directly or indirectly owns 50% or more of the voting, capital or
profits interests (whether in the form of partnership interests, membership interests or
otherwise).




     “Voting Securities” means, with respect to any corporation or other business enterprise, those
securities which under ordinary circumstances entitle the holder thereof to vote for the election
of directors or others charged with comparable duties under applicable law.



     4. Eligibility.




(a) Employees. Employees eligible for Awards under this Plan are those who hold
positions of responsibility and whose performance, in the judgment of the Committee,
can have a significant effect on the success of the Company and its Subsidiaries.




(b) Directors. Directors eligible for Awards under this Plan are those who are
Nonemployee Directors.



     5. Common Stock Available for Awards; Plan and Award Limitations.




(a) Common Stock Available Under this Plan. The maximum number of shares of Common
Stock that may be subject to Awards under this Plan shall be 1,600,000 shares. The
number of shares of Common Stock that are the subject of Awards under this Plan that
are cancelled, terminated, forfeited or expire unexercised shall again immediately
become available for Awards hereunder as if such shares had never been the subject of
an Award. Additionally, the number of shares of Common Stock that are the subject of
awards as of March 19, 2010 under the Prior Plan that, in the future, are cancelled,
terminated, forfeited or expire unexercised shall be added to the number of shares
specified above and immediately become available for Awards under this Plan. Subject
to the last sentence of Section 20, from and after March 19, 2010, no further awards
shall be made under the Prior Plan.




The number of shares of Common Stock available under this Plan shall not be increased
by shares of Common Stock tendered, surrendered or withheld in connection with the
exercise or settlement of an Award or the Company’s tax withholding obligations.




(b) Plan Limitations. All shares of Common Stock available under the Plan shall be
available for Incentive Options and Stock Awards. Any shares of Common Stock
available under the Prior Plan that become available for Awards under this Plan shall
also be available for Incentive Options and Stock Awards.




(c) Award Limitations. The following limitations shall apply to any Awards made hereunder:




     (i) No Participant may be granted, during any one-year period, Awards
consisting of Options or SARs that are exercisable for more than 600,000
shares of Common Stock;




     (ii) No Participant may be granted, during any one-year period, Stock
Awards covering or relating to more than 600,000 shares of Common Stock (the
limitation set forth in this clause (ii), together with the limitation set
forth in clause (i) above, being hereinafter collectively referred to as the
“Stock Based Award Limitations”); and




     (iii) No Participant may be granted Cash Awards in respect of any
one-year period having a value determined on the date of grant in excess of
$10,000,000.




(d) Adjustments. The limitations set forth in this paragraph are subject to
adjustment in accordance with paragraph 15 hereof.



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(e) Other Actions. The Committee may from time to time adopt and observe such
procedures concerning the counting of shares against the Plan maximum as it may deem
appropriate. The Board, the Committee and the officers of the Company shall from
time to time take whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting systems to ensure
that shares of Common Stock are available for issuance pursuant to Awards.



     6. Administration.




(a) Authority of the Committee. Except as otherwise provided in this Plan with
respect to actions or determinations by the Board, this Plan shall be administered by
the Committee. Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions that
are specifically contemplated hereby or are necessary or appropriate in connection
with the administration hereof. The Committee shall also have full and exclusive
power to interpret this Plan and to adopt such rules, regulations and guidelines for
carrying out this Plan as it may deem necessary or proper, all of which powers shall
be exercised in the best interests of the Company and in keeping with the objectives
of this Plan. Subject to paragraph 6(c) and paragraph 18 hereof, the Committee may,
in its discretion, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less
restrictive any restrictions contained in an Award, waive any restriction or other
provision of this Plan or an Award or otherwise amend or modify an Award in any
manner that is (i) not adverse to the Participant to whom such Award was granted,
(ii) consented to by such Participant or (iii) authorized by paragraph 15(c) hereof;
provided, however, that no such action shall (1) permit the term of any Option or SAR
to be greater than seven years from the applicable grant date, (2) permit the
extension of the term of any outstanding Option or SAR such that the resulting term
is greater than seven years from the applicable grant date, or (3) provide for a
minimum Restriction Period shorter in length than that required under the applicable
of paragraph 8(c) or 8(e) hereof. The Committee may make an Award to an individual
who it expects to become an employee of the Company or any of its Subsidiaries within
the six months following the date the Award is made, with such Award being subject to
the individual’s actually becoming an employee within such time period, and subject
to such other terms and conditions as may be established by the Committee. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to further the purposes of this Plan. Any
decision of the Committee in the interpretation and administration of this Plan shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned.




(b) Indemnity. No member of the Board or the Committee or officer of the Company to
whom the Committee has delegated authority in accordance with the provisions of
paragraph 7 of this Plan shall be liable for anything done or omitted to be done by
him or her, by any member of the Board or the Committee or by any officer of the
Company in connection with the performance of any duties under this Plan, except for
his or her own willful misconduct or as expressly provided by statute.




(c) Prohibition on Repricing of Options and Stock Appreciation Rights. Except in
connection with a corporate transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, or exchange of shares), the terms of outstanding Options and SARs may
not be amended to (i) reduce the exercise price of outstanding Options or SARs or
(ii) cancel outstanding Options or SARs in exchange for cash, other Awards or Options
or SARs with an exercise price that is less than the exercise price of the original
Options or SARs without stockholder approval.



     7. Delegation. The Committee may delegate to one or more subcommittees of the Committee, another committee of
the Board, the President and Chief Executive Officer of the Company, or to other senior officers of
the Company its authority or duties under this Plan pursuant to such conditions or limitations as
the Committee may establish; provided, however, the Committee may not delegate to any officer of
the Company its authority to make Awards to any officer of the Company.



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     8. Awards. Except as otherwise provided in paragraph 9 hereof pertaining to Awards to Directors,
the Committee shall determine the type or types of Awards to be made under this Plan and shall
designate from time to time the Participants who are to be the recipients of such Awards. Each
Award shall be embodied in an Award Agreement in such form as the Committee determines, which shall
contain such terms, conditions and limitations as shall be determined by the Committee in its sole
discretion, including any treatment upon a Change of Control, and shall be issued for and on behalf
of the Company. Awards may consist of those listed in this paragraph 8 and may be granted singly,
in combination or in tandem. Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under this Plan or any other plan of the
Company or any of its Subsidiaries, including this Plan of any acquired entity; provided that,
except as contemplated in paragraph 15 hereof, no Option or SAR may be issued in exchange for the
cancellation of an Option or SAR, respectively, with a higher exercise price nor may the exercise
price of any Option or SAR be reduced. All or part of an Award may be subject to conditions
established by the Committee, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives, increases in
specified indices, attainment of specified growth rates and other measurements of performance.
Upon the termination of employment by a Participant who is an Employee, any unexercised, deferred,
unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement.




(a) Option. An Award may be in the form of an Option. An Option awarded pursuant to
this Plan may consist of an Incentive Option or a Nonqualified Option. The price at
which shares of Common Stock may be purchased upon the exercise of an Option shall be
not less than the Fair Market Value of the Common Stock on the date of grant. The
term of an Option shall not exceed seven years from the date of grant. Subject to
the foregoing provisions, the terms, conditions and limitations applicable to any
Options awarded pursuant to this Plan, including the term of any Options and the date
or dates upon which such Options become exercisable, shall be determined by the
Committee.




(b) Stock Appreciation Right. An Award may be in the form of a SAR. The strike
price for a SAR shall not be less than the Fair Market Value of the Common Stock on
the date on which the SAR is granted. The term of a SAR shall not exceed seven years
from the date of grant. Subject to the foregoing limitations, the terms, conditions
and limitations applicable to any SARs awarded pursuant to this Plan, including the
term of any SARs and the date or dates upon which such SARs become exercisable, shall
be determined by the Committee. As of the date of grant of a SAR, the Committee may
specifically designate that the Award will be paid (i) only in cash, (ii) only in
Common Stock, or (iii) in such other form or combination of forms as the Committee
may elect or permit at the time of exercise.




(c) Stock Award. An Award may be in the form of a Stock Award. The terms,
conditions and limitations applicable to any Stock Awards granted pursuant to this
Plan shall be determined by the Committee, subject to the limitations specified
below. Any Stock Award which is not a Performance Award shall have a minimum
Restriction Period of one year from the date of grant, provided that (i) the
Committee may provide for earlier vesting following a Change of Control or upon
termination of a Participant’s employment or service by reason of death, disability
or retirement, (ii) such one-year minimum Restriction Period shall not apply to a
Stock Award that is granted in lieu of salary or bonus, and (iii) vesting of a Stock
Award may occur incrementally over the one-year minimum Restriction Period.




(d) Cash Award. An Award may be in the form of a Cash Award. The terms, conditions
and limitations applicable to any Cash Awards granted pursuant to this Plan shall be
determined by the Committee.




(e) Performance Award. Without limiting the type or number of Awards that may be
made under the other provisions of this Plan, an Award may be in the form of a
Performance Award. The terms, conditions and limitations applicable to any
Performance Awards granted to Participants pursuant to this Plan shall be determined
by the Committee, subject to the limitations specified below. Any Stock Award which
is a Performance Award shall have a minimum Restriction Period of one year from the
date of grant, provided that the Committee may provide for earlier vesting following
a Change of Control, or upon a termination of a Participant’s employment or service
by reason of death, disability



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or retirement. The Committee shall set Performance
Goals in its discretion which, depending on the extent to which such Performance
Goals are met, will determine the value and/or amount of Performance Awards that will
be paid out to the Participant and/or the portion of an Award that may be exercised.




(i) Nonqualified Performance Awards. Performance Awards granted to
Employees or Directors that are not intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code shall be
based on achievement of such Performance Goals and be subject to such terms,
conditions and restrictions as the Committee or its delegate shall determine.




(ii) Qualified Performance Awards. Performance Awards granted to
Employees under this Plan that are intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code shall be
paid, vested or otherwise deliverable solely on account of the attainment of
one or more pre-established, objective Performance Goals established by the
Committee prior to the earlier to occur of (1) 90 days after the commencement
of the period of service to which the Performance Goal relates and (2) the
lapse of 25% of the period of service (as scheduled in good faith at the time
the goal is established), and in any event while the outcome is substantially
uncertain. A Performance Goal is objective if a third party having knowledge
of the relevant facts could determine whether the goal is met. Such a
Performance Goal may be based on one or more business criteria that apply to
the Employee, one or more business units, divisions or sectors of the
Company, or the Company as a whole, and if so desired by the Committee, by
comparison with a peer group of companies. A Performance Goal may include
one or more of the following: absolute and/or relative return measures
(including, but not limited to, return on assets, capital, invested capital,
equity, sales or revenues); absolute or relative safety performance or
measurements; book value per share; cash flow (including, but not limited to,
operating cash flow, free cash flow or cash flow return on capital or
investments); controlling or reducing various business costs; credit rating;
customer satisfaction; debt to capital ratio; earnings or derivatives thereof
(including, but not limited to, earnings before interest and taxes, earnings
before interest, taxes, depreciation and amortization, and earnings per
share); economic value added (or an equivalent measure); gross operating or
net margins; income (including, but not limited to, operating income and net
income); maintaining certain levels of debt and interest expense; market
share; revenue; and stock price measure (including, but not limited to, stock
price, growth measure and total stockholder return). Unless otherwise stated,
such a Performance Goal need not be based upon an increase or positive result
under a particular business criterion and could include, for example,
maintaining the status quo or limiting economic losses (measured, in each
case, by reference to specific business criteria). In interpreting Plan
provisions applicable to Qualified Performance Awards, it is the intent of
this Plan to conform with the standards of Section 162(m) of the Code and
Treasury Regulation §1.162-27(e)(2)(i), as to grants to those Employees whose
compensation is, or is likely to be, subject to Section 162(m) of the Code,
and the Committee in establishing such goals and interpreting this Plan shall
be guided by such provisions. Prior to the payment of any compensation based
on the achievement of Performance Goals applicable to Qualified Performance
Awards, the Committee must certify in writing that applicable Performance
Goals and any of the material terms thereof were, in fact, satisfied.
Subject to the foregoing provisions, the terms, conditions and limitations
applicable to any Qualified Performance Awards made pursuant to this Plan
shall be determined by the Committee.



     9. Awards to Directors. The Board may grant a Nonemployee Director of the Company one or more
Awards and establish the terms thereof in accordance with paragraph 8 and consistent with the
provisions therein for the granting of Awards to Employees by the Committee. Any such Award shall
be subject to the applicable terms, conditions and limitations set forth in this Plan and the
applicable Award Agreement. Upon the termination of service by a Participant who is a Nonemployee
Director, any unexercised, deferred, unvested or unpaid Awards shall be treated as set forth in the
applicable Award Agreement.



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     10. Award Payment; Dividends and Dividend Equivalents.




(a) General. Payment of Awards may be made in the form of cash or Common Stock, or a
combination thereof, and may include such restrictions as the Committee shall
determine, including, in the case of Common Stock, restrictions on transfer and
forfeiture provisions. If payment of an Award is made in the form of Restricted
Stock, the applicable Award Agreement relating to such shares shall specify whether
such shares are to be issued at the beginning or end of the Restriction Period. In
the event that shares of Restricted Stock are to be issued at the beginning of the
Restriction Period, the certificates evidencing such shares (to the extent that such
            shares are so evidenced) shall contain appropriate legends and restrictions that
describe the terms and conditions of the restrictions applicable thereto. In the
event that shares of Restricted Stock are to be issued at the end of the Restriction
Period, the right to receive such shares shall be evidenced by book entry
registration or in such other manner as the Committee may determine.




(b) Dividends, Dividend Equivalents and Interest. Rights to dividends or Dividend
Equivalents may be extended to and made part of any Award consisting of shares of
Common Stock or units denominated in shares of Common Stock, subject to such terms,
conditions and restrictions as the Committee may establish; provided that no such
dividends or Dividend Equivalents shall be paid with respect to unvested Performance
Awards. The Committee may also establish rules and procedures for the crediting of
interest on deferred cash payments, dividends or Dividend Equivalents.



     11. Stock Option Exercise. The price at which shares of Common Stock may be purchased under an
Option shall be paid in full at the time of exercise in cash or, if elected by the Participant, the
Participant may purchase such shares by means of tendering Common Stock or surrendering another
Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee shall determine acceptable methods for Participants to tender
Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or
purchase of such Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the
event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a
number of the shares issued upon the exercise of the Option, equal to the number of shares of
Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted as well as any additional restrictions that may be imposed by the
Committee.



     12. Taxes. The Company shall have the right to deduct applicable taxes from any Award payment and
withhold an appropriate amount of cash or number of shares of Common Stock or a combination thereof
for payment of taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may
also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock
theretofore owned by the holder of the Award with respect to which withholding is required. If
shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on
the Fair Market Value when the tax withholding is required to be made.



     13. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or
terminate this Plan (and the Committee may amend or modify an Award Agreement) for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by applicable law, except that (i) no amendment or alteration that would adversely affect
the rights of any Participant under any Award previously granted to such Participant shall be made
without the consent of such Participant and (ii) no amendment or alteration shall be effective
prior to its approval by the stockholders of the Company to the extent stockholder approval is
otherwise required by applicable legal requirements. Notwithstanding any provision in this Plan to
the contrary, this Plan shall not be amended or terminated in such manner that would cause this
Plan or any amounts or benefits payable hereunder to fail to comply with or be exempt from Section
409A, and any such amendment or termination that may reasonably be expected to result in such
failure shall be of no force or effect.



     14. Assignability. Unless otherwise determined by the Committee and provided in the Award
Agreement, no Award or any other benefit under this Plan shall be assignable or otherwise
transferable. Any attempted assignment of an Award or any other benefit under this Plan in
violation of this paragraph 14 shall be null and void.



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     15. Adjustments.




(a) The existence of outstanding Awards shall not affect in any manner the right or
power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital stock of the
Company or its business or any merger or consolidation of the Company, or any issue
of bonds, debentures, preferred or prior preference stock (whether or not such issue
is prior to, on a parity with or junior to the Common Stock) or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding of any kind, whether or not of
a character similar to that of the acts or proceedings enumerated above.




(b) In the event of any subdivision or consolidation of outstanding shares of Common
Stock, declaration of a dividend payable in shares of Common Stock or other stock
split, then (i) the number of shares of Common Stock reserved under this Plan, (ii)
the number of shares of Common Stock available under this Plan for Incentive Options
and Stock Awards, (iii) the number of shares of Common Stock covered by outstanding
Awards in the form of Common Stock or units denominated in Common Stock, (iv) the
exercise or other price in respect of such Awards, (v) the Stock Based Award
Limitations, and (vi) the appropriate Fair Market Value and other price
determinations for such Awards shall each be proportionately adjusted by the
Committee to reflect such transaction. In the event of any other recapitalization or
capital reorganization of the Company, any consolidation or merger of the Company
with another corporation or entity, the adoption by the Company of any plan of
exchange affecting the Common Stock or any distribution to holders of Common Stock of
securities or property (other than normal cash dividends or dividends payable in
Common Stock), the Committee shall make appropriate adjustments to
(1) the number of shares of Common Stock covered by Awards in the form of Common Stock or units
denominated in Common Stock, (2) the exercise or other price in respect of such
Awards, (3) the appropriate Fair Market Value and other price determinations for such
Awards, (4) the number of shares of Common Stock available under this Plan for
Incentive Options and Stock Awards, and (5) the Stock Based Award Limitations to give
effect to such transaction; provided that such adjustments shall only be such as are
necessary to maintain the proportionate interest of the holders of the Awards and
preserve, without exceeding, the value of such Awards.




(c) In the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee may make such
adjustments to Awards or other provisions for the disposition of Awards as it deems
equitable, and shall be authorized, in its discretion, to (i) provide for the
substitution of a new Award or other arrangement (which, if applicable, may be
exercisable for such property or stock as the Committee determines) for an Award or
the assumption of the Award (and for awards not granted under this Plan), regardless
of whether in a transaction to which Section 424(a) of the Code applies, (ii)
provide, prior to the transaction, for the acceleration of the vesting and
exercisability of, or lapse of restrictions with respect to, the Award and, if the
transaction is a cash merger, provide for the termination of any portion of the Award
that remains unexercised at the time of such transaction, (iii) provide for the acceleration of
the vesting and exercisability of an Award and the cancellation thereof in exchange
for such payment as the Committee, in its sole discretion, determines is a reasonable
approximation of the value thereof, (iv) cancel any Awards and direct the Company to
deliver to the Participants who are the holders of such Awards cash in an amount that
the Committee shall determine in its sole discretion is equal to the Fair Market
Value of such Awards as of the date of such event, which, in the case of any Option,
shall be the amount equal to the excess of the Fair Market Value of a share as of
such date over the per-share exercise price for such Option (for the avoidance of
doubt, if such exercise price is less than such Fair Market Value, the Option may be
canceled for no consideration), or (v) cancel Awards that are Options and give the
Participants who are the holders of such Awards notice and opportunity to exercise
prior to such cancellation.




(d) No adjustment authorized by this paragraph 15 shall be made in such manner that
would result in this Plan or any amounts or benefits payable hereunder to fail to
comply with or be exempt



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from Section 409A, and any such adjustment that may
reasonably be expected to result in such failure shall be of no force or effect.



     16. Restrictions. No Common Stock or other form of payment shall be issued or made with respect to
any Award unless the Company shall be satisfied based on the advice of its counsel that such
issuance or other payment will be in compliance with all applicable federal and state securities
laws. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that
such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction reporting system upon
which the Common Stock is then listed or to which it is admitted for quotation and any applicable
federal or state securities law. The Committee may cause a legend or legends to be placed upon
such certificates (if any) to make appropriate reference to such restrictions.



     17. Unfunded Plan. This Plan shall be an unfunded plan. Although bookkeeping accounts may be
established with respect to Participants who are entitled to cash, Common Stock or rights thereto
under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company
shall not be required to segregate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor
shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock
or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall
be based solely upon any contractual obligations that may be created by this Plan and any Award
Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. None of the Company, the Board or the
Committee shall be required to give any security or bond for the performance of any obligation that
may be created by this Plan.



     18. Section 409A. Notwithstanding anything in this Plan to the contrary, if any Plan provision or
Award under this Plan would result in the imposition of an additional tax under Section 409A, that
Plan provision or Award will be reformed to avoid imposition of the additional tax, including that
any Award subject to 409A held by a specified employee that is settled upon termination of
employment (for reasons other than death) shall be delayed in payment until the expiration of six
months, and no action taken to comply with Section 409A shall be deemed to adversely affect the
Participant’s rights to an Award. Awards made under this Plan are intended to comply with or be
exempt from Section 409A, and ambiguous provisions hereof, if any, shall be construed and
interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be
substituted for an Award if such action would result in the imposition of taxes under Section 409A.



     19. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by mandatory provisions of the Code or the securities laws of the United States,
shall be governed by and construed in accordance with the laws of the State of Delaware.



     20. Effectiveness. This Plan, as approved by the Board on February 19, 2010, shall be effective as
of the Effective Date. This Plan shall continue in effect for a term of 10 years commencing on the
Effective Date, unless earlier terminated by action of the Board.



     Notwithstanding the foregoing, the adoption of this Plan is expressly conditioned upon the approval
by the holders of a majority of shares of Common Stock present, or represented, and entitled to
vote at a meeting of the Company’s stockholders on or before June 30, 2010. If the stockholders of
the Company should fail to so approve this Plan on or before such date, (i) this Plan shall not be
of any force or effect, (ii) any grants of Awards hereunder shall be null and void, and (iii)
awards may be made under the Prior Plan.



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