EX-10.67






† Exhibit 10.67




DOVER SADDLERY, INC.




AMENDED AND RESTATED

2005 EQUITY INCENTIVE PLAN




(May 2010)





1






DOVER SADDLERY, INC.




AMENDED AND RESTATED

2005 EQUITY INCENTIVE PLAN




TABLE OF CONTENTS




1. Purpose
        ...................................................................................................
        ...........................................1



2. Definitions
        ....................................................................................................
        .....................................1



3. Term of the Plan
        ....................................................................................................
        ............................5



4. Stock Subject to the Plan
        ....................................................................................................
        ...............5



5. Administration
        ....................................................................................................
        ...............................5



6. Authorization of Grants
        ....................................................................................................
        .................6



7. Specific Terms of Awards
        ....................................................................................................
        .............7



8. Adjustment Provisions
        ....................................................................................................
        .................13



9. Settlement of Awards
        ....................................................................................................
        ..................15



10. Reservation of Stock
        ....................................................................................................
        ...................18



11. Limitation of Rights in Stock; No Special Service Rights
        .............................................................18



12. Unfunded Status of Plan
        ....................................................................................................
        .............18



13. Nonexclusivity of the Plan
        ....................................................................................................
        ..........18


        .


14. Termination and Amendment of the Plan
        .......................................................................................19



15. Notices and Other Communications
        ...............................................................................................19



16. Governing law
        ....................................................................................................
        ............................19



2



DOVER SADDLERY, INC.




AMENDED AND RESTATED




2005 EQUITY INCENTIVE PLAN




1. PURPOSE



This Plan is intended to encourage ownership of Stock by employees, consultants and directors
of the Company and its Affiliates and to provide additional incentive for them to promote the
success of the Company’s business



through the grant of Awards of or pertaining to shares of the Company’s Stock. The Plan is
intended to be an incentive stock option plan within the meaning of Section 422 of the Code, but
not all Awards are required to be Incentive Options.



2. DEFINITIONS



As used in this Plan, the following terms shall have the following meanings:



2.1. Accelerate, Accelerated, and Acceleration, means: (a) when used with respect to an Option
or Stock Appreciation Right, that as of the time of reference the Option or Stock Appreciation
Right will become exercisable with respect to some or all of the shares of Stock for which it was
not then otherwise exercisable by its terms; (b) when used with respect to Restricted Stock or
Restricted Stock Units, that the Risk of Forfeiture otherwise



applicable to the Stock or Units shall expire with respect to some or all of the shares of
Restricted Stock or Units then still otherwise subject to the Risk of Forfeiture; and (c) when used
with respect to Performance Units, that the


applicable Performance Goals shall be deemed to have been met as to some or all of the Units.



2.2. Acquisition means a merger or consolidation of the Company into another person (i.e.,
which merger or consolidation the Company does not survive) or the sale, transfer, or other
disposition of all or substantially all



of the Company’s assets to one or more other persons in a single transaction or series of related
transactions.



2.3. Affiliate means any corporation, partnership, limited liability company, business trust,
or other entity controlling, controlled by or under common control with the Company.



2.4. Award means any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights,
Performance Units, Restricted Stock, Restricted Stock Units, or Stock Grants.



2.5. Award Agreement means an agreement between the Company and the recipient of an Award,
setting forth the terms and conditions of the Award.



2.6. Board means the Company’s Board of Directors.



2.7. Change of Control means the occurrence of any of the following after the date of the
approval of the Plan by the Board:



(a) an Acquisition, unless securities possessing more than 50% of the total combined voting
power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent
thereof) are held by a person or



persons who held securities possessing more than 50% of the total combined voting power of the
Company’s outstanding securities immediately prior to that transaction, or



(b) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended and in effect from time to time) directly or indirectly acquires,
including but not limited to by



means of a merger or consolidation, beneficial ownership (determined pursuant to Securities and
Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing
more than 20% of the total combined voting power of the Company’s outstanding securities pursuant
to a tender or exchange offer made directly to the Company’s stockholders that the Board does not
recommend such stockholders accept, other than (i) the Company or an Affiliate, (ii) an employee
benefit plan of the Company or any of its Affiliates, (iii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Affiliates, or (iv) an


underwriter temporarily holding securities pursuant to an offering of such securities, or



(c) over a period of 36 consecutive months or less, there is a change in the composition of
the Board such that a majority of the Board members (rounded up to the next whole number, if a
fraction) ceases, by reason of one or more proxy contests for the election of Board members, to be
composed of individuals who either (i) have been Board members continuously since the beginning of
that period, or (ii) have been elected or nominated for election as Board members during such
period by at least a majority of the Board members described in the preceding clause (i) who were
still in office at the time that election or nomination was approved by the Board; or



(d) a majority of the Board votes in favor of a decision that a Change of Control has
occurred.



2.8. Code means the Internal Revenue Code of 1986, as amended from time to time, or any
successor statute thereto, and any regulations issued from time to time thereunder.



2.9. Committee means the Compensation Committee of the Board, which in general is responsible
for the administration of the Plan, as provided in Section 5 of the Plan. For any period during
which no such committee is in



existence “Committee” shall mean the Board and all authority and responsibility assigned to the
Committee under the Plan shall be exercised, if at all, by the Board.



2.10. Company means Dover Saddlery, Inc., a corporation organized under the laws of the State
of Delaware.



2.11. Covered Employee means an employee who is a “covered employee” within the meaning of
Section 162(m) of the Code.



2.12. Grant Date means the date as of which an Option is granted, as determined under Section
7.1(a).



2.13. Incentive Option means an Option which by its terms is to be treated as an “incentive
stock option” within the meaning of Section 422 of the Code.



2.14. Market Value means the value of a share of Stock on a particular date determined by such
methods or procedures as may be established by the Committee. Unless otherwise determined by the
Committee, the Market Value of Stock as of any date is the closing price for the Stock as reported
on the New York Stock Exchange (or on any other national securities exchange on which the Stock is
then listed) for that date or, if no closing price is reported for that date, the closing price on
the next preceding date for which a closing price was reported. For purposes of Awards effective as
of the effective date of the Company’s initial public offering, Market Value of Stock shall be the
price at which the Company’s Stock is offered to the public in its initial public offering.



2.15. Nonstatutory Option means any Option that is not an Incentive Option.



2.16. Option means an option to purchase shares of Stock.



2.17. Optionee means a Participant to whom an Option shall have been granted under the Plan.



2.18. Participant means any holder of an outstanding Award under the Plan.



2.19. Performance Criteria means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a Performance Period.
The Performance Criteria used to establish Performance Goals are limited to: pre- or after-tax net
earnings, sales growth, operating earnings, operating cash flow, return on net assets, return on
stockholders’ equity, return on assets, return on capital, Stock price growth, stockholder returns,
gross or net profit margin, earnings per share, price per share of Stock, and market share, any of
which may be measured either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group. The Committee will, in the manner and within the time
Performance-Based Awards, objectively define the manner of calculating the Performance Criteria it
selects to use for such Performance Period for such Participant.



2.20. Performance Goals means, for a Performance Period, the written goals established by the
Committee for the Performance Period based upon the Performance Criteria. Depending on the
Performance Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a division, business unit,
subsidiary, or an individual.



2.21. Performance Period means the one or more periods of time, which may be of varying and
overlapping durations, selected by the Committee, over which the attainment of one or more
Performance Goals will be measured for purposes of determining a Participant’s right to, and the
payment of, a Performance Unit.



2.22. Performance Unit means a right granted to a Participant under Section 7.5, to receive
cash, Stock or other Awards, the payment of which is contingent on achieving Performance Goals
established by the Committee.



2.23. Plan means this 2005 Equity Incentive Plan of the Company, as amended from time to time,
and including any attachments or addenda hereto.



2.24. Qualified Performance-Based Awards means Awards intended to qualify as
“performance-based compensation” under Section 162(m) of the Code.



2.25. Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a
Risk of Forfeiture.



2.26. Restricted Stock Units means rights to receive shares of Stock at the close of a
Restriction Period, subject to a Risk of Forfeiture.



2.27. Restriction Period means the period of time, established by the Committee in connection
with an Award of Restricted Stock, during which the shares of Restricted Stock are subject to a
Risk of Forfeiture described in the



applicable Award Agreement.



2.28. Risk of Forfeiture means a limitation on the right of the Participant to retain
Restricted Stock or Restricted Stock Units, including a right in the Company to reacquire shares of
Restricted Stock at less than their



then Market Value, arising because of the occurrence or non-occurrence of specified events or
conditions.



2.29. Stock means common stock, par value $0.0001 per share, of the Company, and such other
securities as may be substituted for Stock pursuant to Section 8.



2.30. Stock Appreciation Right means a right to receive any excess in the Market Value of
shares of Stock (except as otherwise provided in Section 7.2(c)) over a specified exercise price.



2.31. Stock Grant means the grant of shares of Stock not subject to restrictions or other
forfeiture conditions.



2.32. Stockholders’ Agreement means any agreement by and among the holders of at least a
majority of the outstanding voting securities of the Company and setting forth, among other
provisions, restrictions upon the transfer of shares of Stock or on the exercise of rights
appurtenant thereto (including but not limited to voting rights).



2.33. Ten Percent Owner means a person who owns, or is deemed within the meaning of Section
422(b)(6) of the Code to own, stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (or any parent or subsidiary corporations of the Company, as
defined in Sections 424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent
Owner shall be determined with respect to an Option based on the facts existing immediately prior
to the Grant Date of the Option.



3. TERM OF THE PLAN



Unless the Plan shall have been earlier terminated by the Board, Awards may be granted under
this Plan at any time in the period commencing on the date of adoption of the Plan by the Company’s
Board and approval by its stockholders and ending on April 6, 2020. Awards granted pursuant to the
Plan within that period shall not expire solely by reason of the termination of the Plan. Awards of
Incentive Options granted prior to stockholder approval of the Plan are expressly conditioned upon
such approval, but in the event of the failure of the stockholders to approve the Plan shall
thereafter and for all purposes be deemed to constitute Nonstatutory Options.



4. STOCK SUBJECT TO THE PLAN



At no time shall the number of shares of Stock issued pursuant to or subject to outstanding
Awards granted under the Plan (including pursuant to Incentive Options), nor the number of shares
of Stock issued pursuant to



Incentive Options, exceed 1,123,544 shares of Stock; subject, however, to the provisions of Section
8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option or Stock
Appreciation Right expires, terminates,


or is cancelled for any reason without having been exercised in full, or if any other Award is
forfeited by the recipient or repurchased at less than market value, the shares not purchased by
the Optionee or which are forfeited by the recipient or repurchased shall again be available for
Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously
owned shares in payment of the exercise price therefor, only the net number of shares, that is, the
number of shares issued minus the number received by the Company in payment of the exercise price,
shall be considered to have been issued pursuant to an Award granted under the Plan. In addition,
settlement of any Award shall not count against the foregoing limitations except to the extent
settled in the


form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued
shares or shares held by the Company in its treasury.



5. ADMINISTRATION



The Plan shall be administered by the Committee; provided, however, that at any time, and on
any one or more occasions, the Board may itself exercise any of the powers and responsibilities
assigned the Committee under the Plan and, when so acting, shall have the benefit of all of the
provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder; and
provided further, however, that the Committee may delegate to an executive officer or officers the
authority to grant Awards hereunder to employees who are not officers, and to consultants, in
accordance with such guidelines as the Committee shall set forth at any time or from time to time.
Subject to the provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with respect to each Award
to be granted by the Company under the Plan including the employee, consultant or director to
receive the Award and the form of Award. In making such determinations, the Committee may take into
account the nature of the services rendered by the respective employees, consultants, and
directors, their present and potential contributions to the success of the Company and its



Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject
to the provisions of the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms
and provisions of the respective Award Agreements (which need not be identical), and to make all
other determinations necessary or advisable for the administration of the Plan. The Committee’s
determinations made in good faith on matters referred to in the Plan shall be final, binding and
conclusive on all persons having or claiming any interest under the Plan or an Award made pursuant
hereto.



6. AUTHORIZATION OF GRANTS



6.1. Eligibility. The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with any other Awards,
to any employee of or consultant to one or more of the Company and its Affiliates or to
non-employee member of the Board or of any board of directors (or similar governing authority) of
any Affiliate. However, only employees of the Company, and of any parent or subsidiary corporations
of the Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall be eligible
for the grant of an Incentive Option. Further, in no event shall the number of shares of Stock
covered by



Options or other Awards granted to any one person in any one calendar year exceed 50% of the
aggregate number of shares of Stock subject to the Plan.



6.2. General Terms of Awards. Each grant of an Award shall be subject to all applicable terms
and conditions of the Plan (including but not limited to any specific terms and conditions
applicable to that type of Award set out in



the following Section), and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any rights with respect
to an Award, unless and until such Participant has executed an agreement evidencing the Award,
delivered a fully executed copy thereof to the Company, and otherwise complied with the applicable
terms and conditions of such Award.



6.3. Effect of Termination of Employment, Etc. Unless the Committee shall provide otherwise
with respect to any Award, if the Participant’s employment or other association with the Company
and its Affiliates ends for any reason, including because of the Participant’s employer ceasing to
be an Affiliate, (a) any outstanding Option or SAR of the Participant shall cease to be exercisable
in any respect not later than 90 days following that event and, for the period it remains
exercisable following that event, shall be exercisable only to the extent exercisable at the date
of that event, and (b) any other outstanding Award of the Participant shall be forfeited or
otherwise subject to



return to or repurchase by the Company on the terms specified in the applicable Award Agreement.
Military or sick leave or other bona fide leave shall not be deemed a termination of employment or
other association, provided that it does not exceed the longer of ninety (90) days or the period
during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by
contract.



6.4. Non-Transferability of Awards. Except as otherwise provided in this Section 6.4, Awards
shall not be transferable, and no Award or interest therein may be sold, transferred, pledged,
assigned, or otherwise alienated or



hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’s
rights in any Award may be exercised during the life of the Participant only by the Participant or
the Participant’s legal representative.


However, the Committee may, at or after the grant of an Award of a Nonstatutory Option, or shares
of Restricted Stock, provide that such Award may be transferred by the recipient to a family
member; provided, however, that any


such transfer is without payment of any consideration whatsoever and that no transfer shall be
valid unless first approved by the Committee, acting in its sole discretion. For this purpose,
“family member” means any child, stepchild, grandchild, parent, stepparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, any person sharing the employee’s household
(other than a tenant or employee), a trust in which the foregoing persons have more than fifty (50)
percent of the beneficial interests, a foundation in which the foregoing persons (or the
Participant) control the management of assets, and any other entity in which these persons (or the
Participant) own more than fifty (50) percent of the voting interests.



7. SPECIFIC TERMS OF AWARDS



7.1. Options.



(a) Date of Grant. The granting of an Option shall take place at the time specified in the
Award Agreement. Only if expressly so provided in the applicable Award Agreement shall the Grant
Date be the date on which the Award Agreement shall have been duly executed and delivered by the
Company and the Optionee.



(b) Exercise Price. The price at which shares of Stock may be acquired under each Incentive
Option shall be not less than 100% of the Market Value of Stock on the Grant Date, or not less than
110% of the Market Value of



Stock on the Grant Date if the Optionee is a Ten Percent Owner. The price at which shares may be
acquired under each Nonstatutory Option shall not be so limited solely by reason of this Section.



(c) Option Period. No Incentive Option may be exercised on or after the tenth anniversary of
the Grant Date, or on or after the fifth anniversary of the Grant Date if the Optionee is a Ten
Percent Owner. The Option period under each Nonstatutory Option shall not be so limited solely by
reason of this Section.



(d) Exercisability. An Option may be immediately exercisable or become exercisable in such
installments, cumulative or non-cumulative, as the Committee may determine. In the case of an
Option not otherwise immediately



exercisable in full, the Committee may Accelerate such Option in whole or in part at any time;
provided, however, that in the case of an Incentive Option, any such Acceleration of the Option
would not cause the Option to fail to comply with the provisions of Section 422 of the Code or the
Optionee consents to the Acceleration.



(e) Method of Exercise. An Option may be exercised by the Optionee giving written notice, in
the manner provided in Section 15, specifying the number of shares with respect to which the Option
is then being exercised. The notice shall be accompanied by payment in the form of cash or check
payable to the order of the Company in an amount equal to the exercise price of the shares to be
purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion,
and to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting
effects to the Company, by delivery to the Company of



(i) shares of Stock having a Market Value equal to the exercise price of the shares to be
purchased, or




	 	(ii)	 	unless prohibited by applicable law, the Optionee’s executed promissory
note in the principal amount equal to the exercise price of the shares to be
purchased and otherwise in such form as the Committee shall have approved.





If the Stock is traded on an established market, payment of any exercise price may also be made
through and under the terms and conditions of any formal cashless exercise program authorized by
the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other
than to the Company). Receipt by the Company of such notice and payment in any authorized or
combination of authorized means shall constitute the exercise of the Option. Within thirty (30)
days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or
cause to be delivered to the Optionee or his agent a certificate or certificates for the number of
shares then being purchased. Such shares shall be fully paid and nonassessable.



(f) Limit on Incentive Option Characterization. An Incentive Option shall be considered to be
an Incentive Option only to the extent that the number of shares of Stock for which the Option
first becomes exercisable in a calendar year do not have an aggregate Market Value (as of the date
of the grant of the Option) in excess of the “current limit”. The current limit for any Optionee
for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of
the number of shares of Stock available for purchase for the first



time in the same year under each other Incentive Option previously granted to the Optionee under
the Plan, and under each other incentive stock option previously granted to the Optionee under any
other incentive stock option plan of the Company and its Affiliates, after December 31, 1986. Any
shares of Stock which would cause the foregoing limit to be violated shall be deemed to have been
granted under a separate Nonstatutory Option, otherwise identical in its terms to those of the
Incentive Option.



(g) Notification of Disposition. Each person exercising any Incentive Option granted under the
Plan shall be deemed to have covenanted with the Company to report to the Company any disposition
of such shares prior to the



expiration of the holding periods specified by Section 422(a)(1) of the Code and, if and to the
extent that the realization of income in such a disposition imposes upon the Company federal,
state, local or other withholding tax


requirements, or any such withholding is required to secure for the Company an otherwise available
tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.



7.2. Stock Appreciation Rights.



(a) Tandem or Stand-Alone. Stock Appreciation Rights may be granted in tandem with an Option
(at or, in the case of a Nonstatutory Option, after, the award of the Option), or alone and
unrelated to an Option. Stock



Appreciation Rights in tandem with an Option shall terminate to the extent that the related Option
is exercised, and the related Option shall terminate to the extent that the tandem Stock
Appreciation Rights are exercised.



(b) Exercise Price. Stock Appreciation Rights shall have an exercise price of not less than
fifty percent (50%) of the Market Value of the Stock on the date of award, or in the case of Stock
Appreciation Rights in tandem with



Options, the exercise price of the related Option.



(c) Other Terms. Except as the Committee may deem inappropriate or inapplicable in the
circumstances, Stock Appreciation Rights shall be subject to terms and conditions substantially
similar to those applicable to a Nonstatutory Option. In addition, an SAR related to an Option
which can only be exercised during limited periods following a Change of Control may entitle the
Participant to receive an amount based upon the highest price paid or offered for Stock in any
transaction relating to the Change of Control or paid during the thirty (30) day period immediately
preceding the occurrence of the Change of Control in any transaction reported in the stock market
in which the Stock is normally traded.



7.3. Restricted Stock.



(a) Purchase Price. Shares of Restricted Stock shall be issued under the Plan for such
consideration, in cash, other property or services, or any combination thereof, as is determined by
the Committee.



(b) Issuance of Certificates. Each Participant receiving a Restricted Stock Award, subject to
subsection (c) below, shall be issued a stock certificate in respect of such shares of Restricted
Stock. Such certificate shall be registered in the name of such Participant, and, if applicable,
shall bear an appropriate legend referring to the



terms, conditions, and restrictions applicable to such Award substantially in the following form:



The transferability of this certificate and the shares represented by this certificate are
subject to the terms and conditions of the Dover Saddlery, Inc. 2005 Equity Incentive Plan and an
Award Agreement entered into by the            registered owner and Dover Saddlery, Inc. Copies of such
Plan and Agreement are on file in the offices of Dover Saddlery, Inc.



(c) Escrow of Shares. The Committee may require that the stock certificates evidencing shares
of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the
Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.



(d) Restrictions and Restriction Period. During the Restriction Period applicable to shares of
Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of
Forfeiture arising on the basis of



such conditions related to the performance of services, Company or Affiliate performance or
otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any
such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any
time by the Committee on such basis as it deems appropriate.



(e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise
provided in the Plan or the applicable Award Agreement, at all times prior to lapse of any Risk of
Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant shall
have all of the rights of a stockholder of the Company, including the right to vote, and the right
to receive any dividends with respect to, the shares of Restricted



Stock. The Committee, as determined at the time of Award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted
Stock to the extent shares are


available under Section 4.



(f) Lapse of Restrictions. If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the
Participant promptly if not theretofore so



delivered.



7.4. Restricted Stock Units.



(a) Character. Each Restricted Stock Unit shall entitle the recipient to a share of Stock at a
close of such Restriction Period as the Committee may establish and subject to a Risk of Forfeiture
arising on the basis



of such conditions relating to the performance of services, Company or Affiliate performance or
otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any
such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any
time by the Committee on such basis as it deems appropriate.



(b) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made in a
single lump sum following the close of the applicable Restriction Period. At the discretion of the
Committee, Participants may be



entitled to receive payments equivalent to any dividends declared with respect to Stock referenced
in grants of Restricted Stock Units but only following the close of the applicable Restriction
Period and then only if the underlying Stock shall have been earned. Unless the Committee shall
provide otherwise, any such dividend equivalents shall be paid, if at all, without interest or
other earnings.



7.5. Performance Units.



(a) Character. Each Performance Unit shall entitle the recipient to the value of a specified
number of shares of Stock, over the initial value for such number of shares, if any, established by
the Committee at the time of



grant, at the close of a specified Performance Period to the extent specified Performance Goals
shall have been achieved.



(b) Earning of Performance Units. The Committee shall set Performance Goals in its discretion
which, depending on the extent to which they are met within the applicable Performance Period, will
determine the number and value of Performance Units that will be paid out to the Participant. After
the applicable Performance Period has ended, the holder of Performance Units shall be entitled to
receive payout on the number and value of Performance Units earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the corresponding
Performance Goals have been achieved.



(c) Form and Timing of Payment. Payment of earned Performance Units shall be made in a single
lump sum following the close of the applicable Performance Period. At the discretion of the
Committee, Participants may be



entitled to receive any dividends declared with respect to Stock which have been earned in
connection with grants of Performance Units which have been earned, but not yet distributed to
Participants. The Committee may permit or, if it so provides at grant require, a Participant to
defer such Participant’s receipt of the payment of cash or the delivery of Stock that would
otherwise be due to such Participant by virtue of the satisfaction of any requirements or goals
with respect to Performance Units. If any such deferral election is required or permitted, the
Committee shall establish rules and procedures for such payment deferrals.



7.6. Stock Grants. Stock Grants shall be awarded solely in recognition of significant
contributions to the success of the Company or its Affiliates, in lieu of compensation otherwise
already due and in such other limited



circumstances as the Committee deems appropriate. Stock Grants shall be made without forfeiture
conditions of any kind.



7.7. Qualified Performance-Based Awards.



(a) Purpose. The purpose of this Section 7.7 is to provide the Committee the ability to
qualify Awards as “performance-based compensation” under Section 162(m) of the Code. If the
Committee, in its discretion, decides



to grant an Award as a Qualified Performance-Based Award, the provisions of this Section 7.7 will
control over any contrary provision contained in the Plan. In the course of granting any Award, the
Committee may specifically designate the Award as intended to qualify as a Qualified
Performance-Based Award. However, no Award shall be considered to have failed to qualify as a
Qualified Performance-Based Award solely because the Award is not expressly designated as a
Qualified Performance-Based Award, if the Award otherwise satisfies the provisions of this Section
7.7 and the requirements of Section 162(m) of the Code and the regulations promulgated thereunder
applicable to “performance-based compensation.”



(b) Authority. All grants of Awards intended to qualify as Qualified Performance-Based Awards
and determination of terms applicable thereto shall be made by the Committee or, if not all of the
members thereof qualify as “outside directors” within the meaning of applicable IRS regulations
under Section 162 of the Code, a subcommittee of the Committee consisting of such of the members of
the Committee as do so qualify. Any action by such a subcommittee shall be considered the action of
the Committee for purposes of the Plan.



(b) Applicability. This Section 7.7 will apply only to those Covered Employees, or to those
persons who the Committee determines are reasonably likely to become Covered Employees in the
period covered by an Award, selected by the Committee to receive Qualified Performance-Based
Awards. The Committee may, in its discretion, grant Awards to Covered Employees that do not satisfy
the requirements of this Section 7.7.



(c) Discretion of Committee with Respect to Qualified Performance-Based Awards. Options may be
granted as Qualified Performance-Based Awards in accordance with Section 7.1, except that the
exercise price of any Option intended to qualify as a Qualified Performance-Based Award shall in no
event be less that the Market Value of the Stock on the date of grant. With regard to other Awards
intended to qualify as Qualified Performance-Based



Awards, such as Restricted Stock, Restricted Stock Units, or Performance Units, the Committee will
have full discretion to select the length of any applicable Restriction Period or Performance
Period, the kind and/or level of the applicable Performance Goal, and whether the Performance Goal
is to apply to the Company, a Subsidiary or any division or business unit or to the individual. Any
Performance Goal or Goals applicable to Qualified Performance-Based Awards shall be objective,
shall be established not later than ninety (90) days after the beginning of any applicable
Performance Period (or at such other date as may be required or permitted for “performance-based
compensation” under Section 162(m) of the Code) and shall otherwise meet the requirements of
Section 162(m) of the Code, including the requirement that the outcome of the Performance Goal or
Goals be substantially uncertain (as defined in the regulations under Section 162(m) of the Code)
at the time established.



(d) Payment of Qualified Performance-Based Awards. A Participant will be eligible to receive
payment under a Qualified Performance-Based Award which is subject to achievement of a Performance
Goal or Goals only if the applicable Performance Goal or Goals period are achieved within the
applicable Performance Period, as determined by the Committee. In determining the actual size of an
individual Qualified Performance-Based Award, the Committee may reduce or eliminate the amount of
the Qualified Performance-Based Award earned for the Performance Period, if in its sole and
absolute discretion, such reduction or elimination is appropriate.



(e) Maximum Award Payable. The maximum Qualified Performance-Based Award payment to any one
Participant under the Plan for a Performance Period is the number of shares of Stock set forth in
Section 4 above, or if the Qualified Performance-Based Award is paid in cash, that number of shares
multiplied by the Market Value of the Stock as of the date the Qualified Performance-Based Award is
granted.



(f) Limitation on Adjustments for Certain Events. No adjustment of any Qualified
Performance-Based Award pursuant to Section 8 shall be made except on such basis, if any, as will
not cause such Award to provide other than “performance-based compensation” within the meaning of
Section 162(m) of the Code.



7.8. Awards to Participants Outside the United States. The Committee may modify the terms of
any Award under the Plan granted to a Participant who is, at the time of grant or during the term
of the Award, resident or primarily employed outside of the United States in any manner deemed by
the Committee to be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then resident or primarily
employed, or so that the value and other benefits of the Award to the Participant, as affected by
foreign tax laws and other restrictions applicable as a result of the Participant’s residence or
employment abroad, shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. The Committee may establish supplements to, or
amendments, restatements, or alternative versions of the Plan for the purpose of granting and
administrating any such modified Award. No such modification, supplement, amendment, restatement or
alternative version may increase the share limit of Section 4.



8. ADJUSTMENT PROVISIONS



8.1. Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect
the capital structure of the Company as of [     , 2005]. Subject to Section 8.2, if
subsequent to that date the outstanding shares of Stock (or any other securities covered by the
Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for
a different number or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to shares of Stock, through
merger, consolidation, sale of all or substantially all the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar distribution with respect to such shares of Stock, an appropriate and
proportionate adjustment will be made in (i) the maximum numbers and kinds of shares provided in
Section 4, (ii) the numbers and kinds of shares or other securities subject to the then outstanding
Awards, (iii) the exercise price for each share or other unit of any other securities subject to
then outstanding Options and Stock Appreciation Rights (without change in the aggregate purchase
price as to which such Options or Rights remain exercisable), and (iv) the repurchase price of each
share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase
right.



8.2. Treatment in Certain Acquisitions or Change of Control. Subject to any provisions of then
outstanding Awards granting greater rights to the holders thereof, in the event of an Acquisition
or Change of Control, any then



outstanding Awards shall Accelerate to the extent not assumed or replaced by comparable Awards
referencing shares of the capital stock of the successor or acquiring entity or parent thereof, and
thereafter (or after a reasonable period following the Acquisition, as determined by the Committee)
terminate. As to any one or more outstanding Awards which are not otherwise Accelerated in full,
the Committee may also, either in advance of an Acquisition or Change of Control or at the time
thereof and upon such terms as it may deem appropriate, provide for the Acceleration of such
outstanding Awards in the event that the employment of the Participants should subsequently
terminate following the Acquisition or Change of Control. Each outstanding Award that is assumed in
connection with an Acquisition or Change of Control, or is otherwise to continue in effect
subsequent to the Acquisition or Change of Control, will be appropriately adjusted, immediately
after the Acquisition or Change of Control, as to the


number and class of securities and other relevant terms in accordance with Section 8.1.



8.3. Dissolution or Liquidation. Upon dissolution or liquidation of the Company, other than as
part of an Acquisition or similar transaction, each outstanding Option and SAR shall terminate, but
the Optionee or SAR holder shall have the right, immediately prior to the dissolution or
liquidation, to exercise the Option or SAR to the extent exercisable on the date of dissolution or
liquidation.



8.4. Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In
the event of any corporate action not specifically covered by the preceding Sections, including but
not limited to an extraordinary



cash distribution on Stock, a corporate separation or other reorganization or liquidation, the
Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its
sole discretion, may deem equitable and


appropriate in the circumstances. The Committee may make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in this Section) affecting the Company or the
financial statements of the Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan.



8.5. Related Matters. Any adjustment in Awards made pursuant to this Section 8 shall be determined
and made, if at all, by the Committee and shall include any correlative modification of terms,
including of Option exercise prices, rates of vesting or exercisability, Risks of Forfeiture,
applicable repurchase prices for Restricted Stock, and Performance Goals and other financial
objectives which the Committee may deem necessary or appropriate so as to ensure the rights of the
Participants in their respective Awards are not substantially diminished nor enlarged as a result
of the adjustment and corporate action other than as expressly contemplated in this Section 8. No
fraction of a share shall be purchasable or deliverable upon exercise, but in the event any
adjustment hereunder of the number of shares covered by an Award shall cause such number to include
a fraction of a share, such number of shares shall be adjusted to the nearest smaller whole number
of shares. No adjustment of an Option exercise price per share pursuant to this Section 8 shall
result in an exercise price which is less than the par value of the Stock.



9. SETTLEMENT OF AWARDS



9.1. In General. Options and Restricted Stock shall be settled in accordance with their terms.
All other Awards may be settled in cash, Stock, or other Awards, or a combination thereof, as
determined by the Committee at or



after grant and subject to any contrary Award Agreement. The Committee may not require settlement
of any Award in Stock pursuant to the immediately preceding sentence to the extent issuance of such
Stock would be prohibited or


unreasonably delayed by reason of any other provision of the Plan.



9.2. Violation of Law. Notwithstanding any other provision of the Plan or the relevant Award
Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of
Stock covered by an Award may constitute a violation of law, then the Company may delay such
issuance and the delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange Commission, as may
be required under any applicable law, rule, or regulation and (ii) in the case where such issuance
would constitute a violation of a law administered by or a regulation of the Securities and
Exchange Commission, one of the following conditions shall have been satisfied:



(a) the shares are at the time of the issue of such shares effectively registered under the
Securities Act of 1933; or



(b) the Company shall have determined, on such basis as it deems appropriate (including an
opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer,
assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as
the case may be, does not require registration under the Securities Act of 1933, as amended or any
applicable State securities laws.



The Company shall make all reasonable efforts to bring about the occurrence of said events.



9.3. Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards
granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be
now or hereafter imposed by the charter, certificate or articles, and by-laws, of the Company.
Whenever Stock is to be issued pursuant to an Award, if the Committee so directs at or after grant,
the Company shall be under no obligation to issue such shares until such time, if ever, as the
recipient of the Award (and any person who exercises any Option, in whole or in part), shall have
become a party to and bound by the Stockholders’ Agreement, if any. In the event of any conflict
between the provisions of this Plan and the provisions of the Stockholders’ Agreement, the
provisions of the Stockholders’ Agreement shall control except as required to fulfill the intention
that this Plan constitute an incentive stock option plan within the meaning of Section 422 of the
Code, but insofar as possible the provisions of the Plan and such Agreement shall be construed so
as to give full force and effect to all such provisions.



9.4. Investment Representations. The Company shall be under no obligation to issue any shares
covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have
been effectively registered under the Securities Act of 1933, as amended, or the Participant shall
have made such written representations to the Company (upon which the Company believes it may
reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that
the issuance of such shares will be exempt from the registration requirements of that Act and any
applicable state securities laws and otherwise in compliance with all applicable laws, rules and
regulations, including but not limited to that the Participant is acquiring the shares for his or
her own account for the purpose of investment and not with a view to, or for sale in connection
with, the distribution of any such shares.



9.5. Registration. If the Company shall deem it necessary or desirable to register under the
Securities Act of 1933, as amended or other applicable statutes any shares of Stock issued or to be
issued pursuant to Awards granted



under the Plan, or to qualify any such shares of Stock for exemption from the Securities Act of
1933, as amended or other applicable statutes, then the Company shall take such action at its own
expense. The Company may require from each recipient of an Award, or each holder of shares of Stock
acquired pursuant to the Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably necessary for that purpose
and may require reasonable indemnity to the Company and its officers and directors from that holder
against all losses, claims, damage and liabilities arising from use of the information so furnished
and caused by any untrue statement of any material fact therein or caused by the omission to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made. In addition, the Company
may require of any such person that he or she agree that, without the prior written consent of the
Company or the managing underwriter in any public


offering of shares of Stock, he or she will not sell, make any short sale of, loan, grant any
option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of
Stock during the 180 day period commencing


on the effective date of the registration statement relating to the underwritten public offering of
securities. Without limiting the generality of the foregoing provisions of this Section 9.5, if in
connection with any underwritten public


offering of securities of the Company the managing underwriter of such offering requires that the
Company’s directors and officers enter into a lock-up agreement containing provisions that are more
restrictive than the provisions set forth in the preceding sentence, then (a) each holder of shares
of Stock acquired pursuant to the Plan (regardless of whether such person has complied or complies
with the provisions of clause (b) below) shall be bound by, and shall be deemed to have agreed to,
the same lock-up terms as those to which the Company’s directors and officers are required to
adhere; and (b) at the request of the Company or such managing underwriter, each such person shall
execute and deliver a lock-up agreement in form and substance equivalent to that which is required
to be executed by the Company’s directors and officers.



9.6. Placement of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to
Awards granted under the Plan may bear a reference to the investment representation made in
accordance with Section 9.4 in addition to any other applicable restriction under the Plan, the
terms of the Award and if applicable under the Stockholders’ Agreement and to the fact that no
registration statement has been filed with the Securities and Exchange Commission in respect to
such shares of Stock. All certificates for shares of Stock or other securities delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as the Committee may
deem advisable



under the rules, regulations, and other requirements of any stock exchange upon which the Stock is
then listed, and any applicable federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate reference to such
restrictions.



9.7. Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to Awards
granted under the Plan, the Company shall have the right to require the recipient to remit to the
Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements
if, when, and to the extent required by law (whether so required to secure for the Company an
otherwise available tax deduction or otherwise) prior to the delivery of any



certificate or certificates for such shares. The obligations of the Company under the Plan shall be
conditional on satisfaction of all such withholding obligations and the Company shall, to the
extent permitted by law, have the


right to deduct any such taxes from any payment of any kind otherwise due to the recipient of an
Award. However, in such cases Participants may elect, subject to the approval of the Committee,
acting in its sole discretion, to satisfy an applicable withholding requirement, in whole or in
part, by having the Company withhold shares to satisfy their tax obligations. Participants may only
elect to have Shares withheld having a Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the transaction. All elections shall
be irrevocable, made in writing, signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee deems appropriate.



10. RESERVATION OF STOCK



The Company shall at all times during the term of the Plan and any outstanding Awards granted
hereunder reserve or otherwise keep available such number of shares of Stock as will be sufficient
to satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay all fees
and expenses necessarily incurred by the Company in connection therewith.



11. LIMITATION OF RIGHTS IN STOCK; NO SPECIAL SERVICE RIGHTS



A Participant shall not be deemed for any purpose to be a stockholder of the Company with
respect to any of the shares of Stock subject to an Award, unless and until a certificate shall
have been issued therefor and delivered to the Participant or his agent. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer
thereof which may be now or hereafter imposed by the Certificate of Incorporation and



the By-laws of the Company. Nothing contained in the Plan or in any Award Agreement shall confer
upon any recipient of an Award any right with respect to the continuation of his or her employment
or other association with the Company (or any Affiliate), or interfere in any way with the right of
the Company (or any Affiliate), subject to the terms of any separate employment or consulting
agreement or provision of law or corporate articles or by-laws to the contrary, at any time to
terminate such employment or consulting agreement or to increase or decrease, or otherwise adjust,
the other terms and conditions of the recipient’s employment or other association with the Company
and its Affiliates.



12. UNFUNDED STATUS OF PLAN



The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan
is not intended to constitute a plan subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended.



With respect to any payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion,


the Committee may authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments with respect to Options, Stock Appreciation
Rights and other Awards hereunder, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.



13. NONEXCLUSIVITY OF THE PLAN



Neither the adoption of the Plan by the Board nor the submission of the Plan to the
stockholders of the Company shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements



as it may deem desirable, including without limitation, the granting of stock options and
restricted stock other than


under the Plan, and such arrangements may be either applicable generally or only in specific cases.



14. TERMINATION AND AMENDMENT OF THE PLAN



The Board may at any time terminate the Plan or make such modifications of the Plan as it
shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall
affect the terms of any Award outstanding on the date of such amendment. Other than as the Board
may deem necessary or appropriate to comply with applicable law, including without limitation the
provisions of Section 409A of the Code, no termination or



amendment of the Plan may adversely affect the rights of the recipient of an Award previously
granted hereunder without the consent of the recipient of such Award.



The Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, provided that the Award as amended is consistent with the terms of the Plan. Other
than as the Committee may deem necessary or appropriate to comply with applicable law, including
without limitation the provisions of Section 409A of the Code, no such amendment shall impair the
rights of the recipient of such Award without his or her consent.



15. NOTICES AND OTHER COMMUNICATIONS



Any notice, demand, request or other communication hereunder to any party shall be deemed to
be sufficient if contained in a written instrument delivered in person or duly sent by first class
registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the



Company and (ii) if to the Company, at its principal place of business, addressed to the attention
of its Treasurer, or to such other address or telecopier number, as the case may be, as the
addressee may have designated by notice to the addressor. All such notices, requests, demands and
other communications shall be deemed to have been received: (i) in the case of personal delivery,
on the date of such delivery; (ii) in the case of mailing, when received by the addressee; and
(iii) in the case of facsimile transmission, when confirmed by facsimile machine report.



16. GOVERNING LAW



The Plan and all Award Agreements and actions taken thereunder shall be governed, interpreted
and enforced in accordance with the laws of the State of Delaware, without regard to the conflict
of laws principles thereof.



Adopted by Board of Directors: April 7, 2010



Approved by Shareholders: May 5, 2010




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