exv10w1






Exhibit 10.1


ALON USA ENERGY, INC.

AMENDED AND RESTATED

2005 INCENTIVE COMPENSATION PLAN









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ALON USA ENERGY, INC.

AMENDED AND RESTATED

2005 INCENTIVE COMPENSATION PLAN




	 	 	 	 	 	 	 	 
	SECTION	 	 	 	PAGE	 
	 	 	 	 
	 	 	 	 
	1.	 	 	Purpose
	 	 	3	 
	2.	 	 	Term
	 	 	3	 
	3.	 	 	Definitions
	 	 	3	 
	4.	 	 	Shares Available Under Plan
	 	 	7	 
	5.	 	 	Limitations on Awards
	 	 	7	 
	6.	 	 	Stock Options
	 	 	8	 
	7.	 	 	Appreciation Rights
	 	 	10	 
	8.	 	 	Restricted Shares
	 	 	11	 
	9.	 	 	Restricted Stock Units
	 	 	12	 
	10.	 	 	Performance Shares and Performance Units
	 	 	13	 
	11.	 	 	Senior Executive Plan Bonuses
	 	 	14	 
	12.	 	 	Awards to Eligible Directors
	 	 	15	 
	13.	 	 	Transferability
	 	 	15	 
	14.	 	 	Adjustments
	 	 	15	 
	15.	 	 	Fractional Shares
	 	 	16	 
	16.	 	 	Withholding Taxes
	 	 	16	 
	17.	 	 	Administration of the Plan
	 	 	17	 
	18.	 	 	Amendments and Other Matters
	 	 	17	 
	19.	 	 	Governing Law
	 	 	18	 






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ALON USA ENERGY, INC.

AMENDED AND RESTATED

2005 INCENTIVE COMPENSATION PLAN




     Alon USA Energy, Inc., a Delaware corporation (the “Company”), establishes the Alon USA
Energy, Inc. Amended and Restated 2005 Incentive Compensation Plan (the “Plan”).




	1.	 	Purpose. The Plan amends and restates the Alon USA Energy, Inc. 2005 Incentive
Compensation Plan (the “Prior Plan”). The purpose of the Plan is to recruit and retain
highly qualified directors, executive officers and selected employees, and to provide them
incentives to put forth maximum efforts for the success of the Company’s business, in order
to serve the best interests of the Company and its stockholders.
	 
	2.	 	Term. The Prior Plan was approved by the Board and the Company’s stockholders on July 6,
2005. The Prior Plan was re-approved by the Company’s stockholders on May 9, 2006 at the
Company’s 2006 annual meeting of the stockholders. The amendments affected by this Plan were
approved by the Board on March 2, 2010 and will become effective, subject to approval by the
stockholders of the Company, on the date of such stockholder approval. The Plan will expire
on the tenth anniversary of the date on which it is approved by the stockholders of the
Company. No further Awards will be made under the Plan on or after such tenth anniversary.
Awards that are outstanding on the date the Plan terminates will remain in effect according
to their terms and the provisions of the Plan.
	 
	3.	 	Definitions. The following terms, when used in the Plan with initial capital letters,
will have the following meanings:






	 	(a)	 	Appreciation Right means a right granted pursuant to Section 7.
	 
	 	(b)	 	Award means the award of a Senior Executive Plan Bonus; the grant of
Appreciation Rights, Stock Options, Performance Shares, Performance Units or Restricted
Stock Units; or the grant or sale of Restricted Shares.
	 
	 	(c)	 	Board means the Board of Directors of the Company.
	 
	 	(d)	 	Code means the Internal Revenue Code of 1986, as in effect from time to time.
	 
	 	(e)	 	Committee means:






	 	(i)	 	with respect to any matter arising under the Plan that relates
to a Participant who is subject to Section 16 of the Exchange Act, the
Incentive Compensation Plan Committee appointed by the Board, which committee
at all times will consist of two or more members of the Board, all of whom are
intended (A) to meet all applicable independence requirements of the New York
Stock Exchange or the principal national securities exchange or 




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	 	 	 	principal
market on or in which the Common Stock is traded and (B) to qualify as
“non-employee directors” as defined in Rule 16b-3 and as
“outside directors” as defined in regulations adopted under Section 162(m)
of the Code, as such terms may be amended from time to time, provided,
however, that the failure of a member of the Committee to so qualify will
not invalidate any Award granted to such Participant under the Plan;






	 	(ii)	 	with respect to any matter arising under the Plan that relates
to any other Participant, the Compensation Committee of the Board; and
	 
	 	(iii)	 	to the extent the administration of the Plan has been assumed
by the Board pursuant to Section 17, the Board.






	 	(f)	 	Common Stock means the common stock, par value $.01 per share, of the Company
or any security into which such Common Stock may be changed by reason of any
transaction or event of the type described in Section 14.
	 
	 	(g)	 	Date of Grant means the date specified by the Committee on which an Award will
become effective.
	 
	 	(h)	 	Deferral Period means the period of time during which Restricted Stock Units
are subject to deferral limitations under Section 9.
	 
	 	(i)	 	Eligible Director means a member of the Board who is not (i) an employee of the
Company or any Subsidiary or (ii) an officer, director or employee of (A) Alon Israel
Oil Company or any of its affiliates other than the Company or any Subsidiary; (B)
Africa Israel Investments Ltd. or any of its affiliates; (C) Bielsol Investments (1987)
Ltd. or any of its affiliates; or (D) Kibbutz Movement or any of its affiliates.
	 
	 	(j)	 	Evidence of Award means an agreement, certificate, resolution or other type or
form of writing or other evidence approved by the Committee which sets forth the terms
and conditions of an Award. An Evidence of Award may be in any electronic medium, may
be limited to a notation on the books and records of the Company and need not be signed
by a representative of the Company or a Participant.
	 
	 	(k)	 	Exchange Act means the Securities Exchange Act of 1934, as amended.
	 
	 	(l)	 	Grant Price means the price per share of Common Stock at which an Appreciation
Right is granted.
	 
	 	(m)	 	Management Objectives means the measurable performance objectives, if any,
established by the Committee for a Performance Period that are to be achieved with
respect to an Award. Management Objectives may be described in terms of company-wide
objectives (i.e., the performance of the Company and all of its Subsidiaries) or in
terms of objectives that are related to the performance of the individual Participant
or of the division, Subsidiary, department, region or 




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	 	 	 	function within the Company or a
Subsidiary in which the Participant receiving the Award is employed or on which the
Participant’s efforts have the most
influence. The achievement of the Management Objectives established by the
Committee for any Performance Period will be determined without regard to any change
in accounting standards by the Financial Accounting Standards Board or any successor
entity.






     The Management Objectives applicable to any Award to a Participant who is, or is
determined by the Committee to be likely to become, a “covered employee” within the meaning
of Section 162(m) of the Code (or any successor provision) will be limited to specified
levels of, growth in, or performance relative to peer company performance in, one or more of
the following performance measures (excluding the effect of extraordinary or nonrecurring
items unless the Committee specifically includes any such extraordinary or nonrecurring item
at the time such Award is granted):




	 	(i)	 	profitability measures;
	 
	 	(ii)	 	revenue, sales and same store sales measures;
	 
	 	(iii)	 	business unit performance;
	 
	 	(iv)	 	leverage measures;
	 
	 	(v)	 	stockholder return;
	 
	 	(vi)	 	expense management;
	 
	 	(vii)	 	asset and liability measures;
	 
	 	(viii)	 	individual performance;
	 
	 	(ix)	 	supply chain efficiency;
	 
	 	(x)	 	customer satisfaction;
	 
	 	(xi)	 	productivity measures;
	 
	 	(xii)	 	cash flow measures;
	 
	 	(xiii)	 	return measures; and
	 
	 	(xiv)	 	product development and/or performance






     If the Committee determines that, as a result of a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which the Company
conducts its business, or any other events or circumstances, the Management Objectives are
no longer suitable, the Committee may in its discretion modify such Management Objectives or
the related minimum acceptable level of



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achievement, in whole or in part, with respect to a
Performance Period as the Committee deems appropriate and equitable.



	 	(n)	 	Market Value per Share means, at any date, the closing sale price of the Common
Stock on that date (or, if there are no sales on that date, the last preceding date on
which there was a sale) on the principal national securities exchange or in the
principal market on or in which the Common Stock is traded.
	 
	 	(o)	 	Option Price means the purchase price per share payable on exercise of a Stock
Option.
	 
	 	(p)	 	Participant means a person who is selected by the Committee to receive an Award
under the Plan and who at that time is an executive officer or other key employee of
the Company or any Subsidiary, or who at that time is an Eligible Director, provided
that an Eligible Director shall be a Participant only for purposes of Awards of
Restricted Shares.
	 
	 	(q)	 	Performance Share means a bookkeeping entry that records the equivalent of one
share of Common Stock awarded pursuant to Section 10.
	 
	 	(r)	 	Performance Period means, with respect to an Award, a period of time within
which the Management Objectives relating to such Award are to be measured. The
Performance Period for a Senior Executive Plan Bonus will be the fiscal year of the
Company, and, unless otherwise expressly provided in the Plan, the Performance Period
for all other Awards will be established by the Committee at the time of the Award.
	 
	 	(s)	 	Performance Unit means a unit equivalent to $1.00 (or such other value as the
Committee determines) granted pursuant to Section 10.
	 
	 	(t)	 	Restricted Shares means shares of Common Stock granted or sold pursuant to
Section 8 as to which neither the ownership restrictions nor the restrictions on
transfer have expired.
	 
	 	(u)	 	Restricted Stock Units means an Award pursuant to Section 9 of the right to
receive shares of Common Stock at the end of a specified Deferral Period.
	 
	 	(v)	 	Rule 16b-3 means Rule 16b-3 under Section 16 of the Exchange Act as amended (or
any successor rule to the same effect), as in effect from time to time.
	 
	 	(w)	 	Senior Executive Plan Bonus means an Award of annual incentive compensation
made pursuant to and subject to the conditions set forth in Section 11.
	 
	 	(x)	 	Senior Officer means for purposes of Section 5(b), the Chief Executive Officer,
President, Chief Financial Officer, Chief Operating Officer, or any Senior Vice
President of the Company.




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	 	(y)	 	Spread means the excess of the Market Value per Share on the date an
Appreciation Right is exercised over (i) the Option Price provided for in the Stock
Option granted in tandem with the Appreciation Right or (ii) if there is no tandem
Stock Option, the Grant Price provided for in the Appreciation Right, in either
case multiplied by the number of shares of Common Stock in respect of which the
Appreciation Right is exercised.
	 
	 	(z)	 	Stock Option means the right to purchase shares of Common Stock upon exercise
of an option granted pursuant to Section 6.
	 
	 	(aa)	 	Subsidiary means (i) any corporation of which at least 50% of the combined
voting power of the then outstanding shares of Voting Stock is owned directly or
indirectly by the Company, (ii) any partnership of which at least 50% of the profits
interest or capital interest is owned directly or indirectly by the Company and (iii)
any other entity of which at least 50% of the total equity interest is owned directly
or indirectly by the Company.
	 
	 	(bb)	 	Voting Stock means the securities entitled to vote generally in the election of
directors or persons who serve similar functions.






	4.	 	Shares Available Under Plan. The aggregate number of shares of Common Stock that may be
(i) subject to an Award of Appreciation Rights or Stock Options or (ii) issued or
transferred as Restricted Shares and released from all restrictions or in payment of
Performance Shares, Performance Units, Restricted Stock Units or Senior Executive Plan
Bonuses will not exceed in the aggregate 5,200,000 shares consisting of (A) 2,200,000 shares
originally authorized under the Prior Plan, and (B) an additional 3,000,000 shares. Such
shares may be shares of original issuance or treasury shares or a combination of the
foregoing. The number of shares of Common Stock available under this Section 4 will be
subject to adjustment as provided in Section 14 and will be further adjusted to include
shares that relate to Awards that expire or are forfeited. The number of shares of Common
Stock available under this Section 4 will not be adjusted to include (i) any shares withheld
by, or tendered to, the Company in payment of the Option Price with respect to a Stock
Option or in satisfaction of the taxes required to be withheld in connection with any Award
granted under the Plan or (ii) any shares subject to an Appreciation Right that are not
transferred to a Participant upon exercise of the Appreciation Right.






	5.	 	Limitations on Awards. Awards under the Plan will be subject to the following
limitations:






	 	(a)	 	No more than 5,200,000 shares of Common Stock, subject to adjustment as
provided in Section 4, may be subject to an Award of Stock Options that are intended to
qualify as incentive stock options under Section 422 of the Code.
	 
	 	(b)	 	The maximum number of shares of Common Stock that:






	 	(i)	 	may be subject to Stock Options or Appreciation Rights granted
to a Participant during any calendar year will not exceed 100,000 shares plus




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	 	 	 	an additional 100,000 shares with respect to Stock Options or Appreciation
Rights granted a Participant who has not previously been employed by the
Company or any Subsidiary and






	 	(ii)	 	may be granted to a Participant during any calendar year as
Performance Shares, Restricted Shares or Restricted Stock Units may not exceed
50,000 shares plus an additional 50,000 shares with respect to Performance
Shares, Restricted Shares or Restricted Stock Units granted a Participant who
has not previously been employed by the Company or any Subsidiary; provided
however, that, upon prior approval of the Board, a Senior Officers of the
Company may, in addition to any other grants to such individual pursuant to the
Plan, receive a one-time grant of up to 500,000 shares with respect to
Performance Shares, Restricted Shares or Restricted Stock Units.






     The limitations set forth in this Section 5(b) will apply without regard to
whether the applicable Award is settled in cash or in shares of Common Stock.




	 	(c)	 	The maximum aggregate cash value of payments to any Participant for any
Performance Period pursuant to an award of Performance Units will not exceed $1
million.
	 
	 	(d)	 	The payment of a Senior Executive Plan Bonus to any Participant will not exceed
$1 million.






	6.	 	Stock Options. The Committee may from time to time authorize grants of options to any
Participant to purchase shares of Common Stock upon such terms and conditions as it may
determine in accordance with this Section 6. Each Participant who is a key employee of the
Company or any Subsidiary will be eligible to receive a grant of Stock Options that are
intended to qualify as incentive stock options within the meaning of Section 422 of the
Code. Each grant of Stock Options may utilize any or all of the authorizations, and will be
subject to all of the requirements, contained in the following provisions:






	 	(a)	 	Each grant will specify the number of shares of Common Stock to which it
relates.
	 
	 	(b)	 	Each grant will specify the Option Price, which will not be less than 100% of
the Market Value per Share on the Date of Grant.
	 
	 	(c)	 	Each grant will specify whether the Option Price will be payable (i) in cash or
by check acceptable to the Company, (ii) by the actual or constructive transfer to the
Company of shares of Common Stock owned by the Participant for at least six months (or,
with the consent of the Committee, for less than six months) having an aggregate Market
Value per Share at the date of exercise equal to the aggregate Option Price, (iii) with
the consent of the Committee, by authorizing the Company to withhold a number of shares
of Common Stock otherwise issuable to the Participant having an aggregate Market Value
per Share




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	 	 	 	on the date of exercise equal to the aggregate Option Price or (iv) by a
combination of such methods of payment; provided, however, that the payment methods
described in
clauses (ii) and (iii) will not be available at any time that the Company is
prohibited from purchasing or acquiring such shares of Common Stock.






	 	(d)	 	To the extent permitted by law, any grant may provide for deferred payment of
the Option Price from the proceeds of sale through a bank or broker of some or all of
the shares to which such exercise relates.
	 
	 	(e)	 	Successive grants may be made to the same Participant whether or not any Stock
Options or other Awards previously granted to such Participant remain unexercised or
outstanding.
	 
	 	(f)	 	Each grant will specify the required period or periods of continuous service by
the Participant with the Company or any Subsidiary that are necessary before the Stock
Options or installments thereof will become exercisable.
	 
	 	(g)	 	Any grant may specify the Management Objectives that must be achieved as a
condition to the exercise of the Stock Options.
	 
	 	(h)	 	Any grant may provide for the earlier exercise of the Stock Options in the
event of a change in control or other similar transaction or event.
	 
	 	(i)	 	Stock Options may be (i) options which are intended to qualify under particular
provisions of the Code, (ii) options which are not intended to so qualify or (iii)
combinations of the foregoing.
	 
	 	(j)	 	On or after the Date of Grant, the Committee may provide for the payment to the
Participant of dividend equivalents thereon in cash or Common Stock on a current,
deferred or contingent basis.
	 
	 	(k)	 	The Committee will have the right to substitute Appreciation Rights for
outstanding Options granted to one or more Participants, provided the terms and the
economic benefit of the substituted Appreciation Rights are at least equivalent to the
terms and economic benefit of such Options, as determined by the Committee in its
discretion.
	 
	 	(l)	 	Any grant may provide for the effect on the Stock Options or any shares of
Common Stock issued, or other payment made, with respect to the Stock Options of any
conduct of the Participant determined by the Committee to be injurious, detrimental or
prejudicial to any significant interest of the Company or any Subsidiary.
	 
	 	(m)	 	Each grant will be evidenced by an Evidence of Award, which may contain such
terms and provisions, consistent with the Plan, as the Committee may approve, including
without limitation provisions relating to the Participant’s




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	 	 	 	termination of employment
or other termination of service by reason of retirement, death, disability or
otherwise.






	7.	 	Appreciation Rights. The Committee may also from time to time authorize grants to any
Participant of Appreciation Rights upon such terms and conditions as it may determine in
accordance with this Section 7. Appreciation Rights may be granted in tandem with Stock
Options or separate and apart from a grant of Stock Options. An Appreciation Right will be
a right of the Participant to receive from the Company upon exercise an amount which will be
determined by the Committee at the Date of Grant and will be expressed as a percentage of
the Spread (not exceeding 100%) at the time of exercise. An Appreciation Right granted in
tandem with a Stock Option may be exercised only by surrender of the related Stock Option.
Each grant of an Appreciation Right may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following provisions:






	 	(a)	 	Each grant will state whether it is made in tandem with Stock Options and, if
not made in tandem with any Stock Options, will specify the number of shares of Common
Stock in respect of which it is made.
	 
	 	(b)	 	Each grant made in tandem with Stock Options will specify the Option Price and
each grant not made in tandem with Stock Options will specify the Grant Price, which in
either case will not be less than 100% of the Market Value per Share on the Date of
Grant.
	 
	 	(c)	 	Any grant may provide that the amount payable on exercise of an Appreciation
Right may be paid (i) in cash, (ii) in shares of Common Stock having an aggregate
Market Value per Share equal to the Spread (or the designated percentage of the Spread)
or (iii) in a combination thereof, as determined by the Committee in its discretion.
	 
	 	(d)	 	Any grant may specify that the amount payable to the Participant on exercise of
an Appreciation Right may not exceed a maximum amount specified by the Committee at the
Date of Grant.
	 
	 	(e)	 	Successive grants may be made to the same Participant whether or not any
Appreciation Rights or other Awards previously granted to such Participant remain
unexercised or outstanding.
	 
	 	(f)	 	Each grant will specify the required period or periods of continuous service by
the Participant with the Company or any Subsidiary that are necessary before the
Appreciation Rights or installments thereof will become exercisable, and will provide
that no Appreciation Rights may be exercised except at a time when the Spread is
positive and, with respect to any grant made in tandem with Stock Options, when the
related Stock Options are also exercisable.
	 
	 	(g)	 	Any grant may specify the Management Objectives that must be achieved as a
condition to the exercise of the Appreciation Rights.




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	 	(h)	 	Any grant may provide for the earlier exercise of the Appreciation Rights in
the event of a change in control or other similar transaction or event.
	 
	 	(i)	 	On or after the Date of Grant, the Committee may provide for the payment to the
Participant of dividend equivalents thereon in cash or Common Stock on a current,
deferred or contingent basis.
	 
	 	(j)	 	Any grant may provide for the effect on the Appreciation Rights or any shares
of Common Stock issued, or other payment made, with respect to the Appreciation Rights
of any conduct of the Participant determined by the Committee to be injurious,
detrimental or prejudicial to any significant interest of the Company or any
Subsidiary.
	 
	 	(k)	 	Each grant will be evidenced by an Evidence of Award, which may contain such
terms and provisions, consistent with the Plan, as the Committee may approve, including
without limitation provisions relating to the Participant’s termination of employment
or other termination of service by reason of retirement, death, disability or
otherwise.






	8.	 	Restricted Shares. The Committee may also from time to time authorize grants or sales to
any Participant of Restricted Shares upon such terms and conditions as it may determine in
accordance with this Section 8. Each grant or sale will constitute an immediate transfer of
the ownership of shares of Common Stock to the Participant in consideration of the
performance of services, entitling such Participant to voting and other ownership rights,
but subject to the restrictions set forth in this Section 8. Each such grant or sale may
utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions:






	 	(a)	 	Each grant or sale may be made without additional consideration or in
consideration of a payment by the Participant that is less than the Market Value per
Share at the Date of Grant, except as may otherwise be required by the Delaware General
Corporation Law.
	 
	 	(b)	 	Each grant or sale may limit the Participant’s dividend rights during the
period in which the shares of Restricted Shares are subject to any such restrictions.
	 
	 	(c)	 	Each grant or sale will provide that the Restricted Shares will be subject, for
a period to be determined by the Committee at the Date of Grant, to one or more
restrictions, including without limitation a restriction that constitutes a
“substantial risk of forfeiture” within the meaning of Section 83 of the Code and the
regulations of the Internal Revenue Service under such section.
	 
	 	(d)	 	Any grant or sale may specify the Management Objectives that, if achieved, will
result in the termination or early termination of the restrictions applicable to the
shares.




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	 	(e)	 	Any grant or sale may provide for the early termination of any such
restrictions in the event of a change in control or other similar transaction or event.
	 
	 	(f)	 	Each grant or sale will provide that during the period for which such
restriction or restrictions are to continue, the transferability of the Restricted
Shares will be
prohibited or restricted in a manner and to the extent prescribed by the Committee
at the Date of Grant (which restrictions may include without limitation rights of
repurchase or first refusal in favor of the Company or provisions subjecting the
Restricted Shares to continuing restrictions in the hands of any transferee).
	 
	 	(g)	 	Any grant or sale may provide for the effect on the Restricted Shares or any
shares of Common Stock issued free of restrictions, or other payment made, with respect
to the Restricted Shares of any conduct of the Participant determined by the Committee
to be injurious, detrimental or prejudicial to any significant interest of the Company
or any Subsidiary.
	 
	 	(h)	 	Each grant or sale will be evidenced by an Evidence of Award, which may contain
such terms and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participant’s termination of
employment or other termination of service by reason of retirement, death, disability
or otherwise.






	9.	 	Restricted Stock Units. The Committee may also from time to time authorize grants or
sales to any Participant of Restricted Stock Units upon such terms and conditions as it may
determine in accordance with this Section 9. Each grant or sale will constitute the
agreement by the Company to issue or transfer shares of Common Stock to the Participant in
the future in consideration of the performance of services, subject to the fulfillment
during the Deferral Period of such conditions as the Committee may specify. Each such grant
or sale may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:






	 	(a)	 	Each grant or sale may be made without additional consideration from the
Participant or in consideration of a payment by the Participant that is less than the
Market Value per Share on the Date of Grant, except as may otherwise be required by the
Delaware General Corporation Law.
	 
	 	(b)	 	Each grant or sale will provide that the Restricted Stock Units will be subject
to a Deferral Period, which will be fixed by the Committee on the Date of Grant, and
any grant or sale may provide for the earlier termination of such period in the event
of a change in control or other similar transaction or event.
	 
	 	(c)	 	During the Deferral Period, the Participant will not have any right to transfer
any rights under the Restricted Stock Units, will not have any rights of ownership in
the Restricted Stock Units and will not have any right to vote the




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	 	 	 	Restricted Stock
Units, but the Committee may on or after the Date of Grant authorize the payment of
dividend equivalents on such shares in cash or Common Stock on a current, deferred or
contingent basis.






	 	(d)	 	Any grant or sale may provide for the effect on the Restricted Stock Units or
any shares of Common Stock issued free of restrictions, or other payment made, with
respect to the Restricted Stock Units of any conduct of the Participant determined
by the Committee to be injurious, detrimental or prejudicial to any significant
interest of the Company or any Subsidiary.
	 
	 	(e)	 	Each grant or sale will be evidenced by an Evidence of Award, which will
contain such terms and provisions as the Committee may determine consistent with the
Plan, including without limitation provisions relating to the Participant’s termination
of employment or other termination of service by reason of retirement, death,
disability or otherwise.






	10.	 	Performance Shares and Performance Units. The Committee may also from time to time
authorize grants to any Participant of Performance Shares and Performance Units, which will
become payable upon achievement of specified Management Objectives, upon such terms and
conditions as it may determine in accordance with this Section 10. Each such grant may
utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions:






	 	(a)	 	Each grant will specify the number of Performance Shares or Performance Units
to which it relates.
	 
	 	(b)	 	The Performance Period with respect to each Performance Share and Performance
Unit will be determined by the Committee at the time of grant.
	 
	 	(c)	 	Each grant will specify the Management Objectives that, if achieved, will
result in the payment of the Performance Shares or Performance Units.
	 
	 	(d)	 	Each grant will specify the time and manner of payment of Performance Shares or
Performance Units which have become payable, which payment may be made in (i) cash,
(ii) shares of Common Stock having an aggregate Market Value per Share equal to the
aggregate value of the Performance Shares or Performance Units which have become
payable or (iii) any combination thereof, as determined by the Committee in its
discretion at the time of payment.
	 
	 	(e)	 	Any grant of Performance Shares may specify that the amount payable with
respect thereto may not exceed a maximum specified by the Committee on the Date of
Grant. Any grant of Performance Units may specify that the amount payable, or the
number of shares of Common Stock issued, with respect to the Performance Units may not
exceed maximums specified by the Committee on the Date of Grant.




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	 	(f)	 	On or after the Date of Grant, the Committee may provide for the payment to the
Participant of dividend equivalents on Performance Shares in cash or Common Stock on a
current, deferred or contingent basis.
	 
	 	(g)	 	Any grant may provide for the effect on the Performance Shares or Performance
Units or any shares of Common Stock issued, or other payment made, with respect to the
Performance Shares or Performance Units of any conduct of the Participant determined by
the Committee to be injurious, detrimental or prejudicial to any significant interest
of the Company or any Subsidiary.
	 
	 	(h)	 	Each grant will be evidenced by an Evidence of Award, which will contain such
terms and provisions as the Committee may determine consistent with the Plan, including
without limitation provisions relating to the payment of the Performance Shares or
Performance Units in the event of a change in control or other similar transaction or
event and provisions relating to the Participant’s termination of employment or other
termination of service by reason of retirement, death, disability or otherwise.






	11.	 	Senior Executive Plan Bonuses. The Committee may from time to time authorize the payment
of annual incentive compensation to a Participant who is, or is determined by the Committee
to be likely to become, a “covered employee” within the meaning of Section 162(m) of the
Code (or any successor provision), which incentive compensation will become payable upon
achievement of specified Management Objectives. Subject to Section 5(d), Senior Executive
Plan Bonuses will be payable upon such terms and conditions as the Committee may determine
in accordance with the following provisions:






	 	(a)	 	No later than 90 days after the first day of the Company’s fiscal year, the
Committee will specify the Management Objectives that, if achieved, will result in the
payment of a Senior Executive Plan Bonus for such year.
	 
	 	(b)	 	Following the close of the Company’s fiscal year, the Committee will certify in
writing whether the specified Management Objectives have been achieved. Approved
minutes of a meeting of the Committee at which such certification is made will be
treated as written certification for this purpose. The Committee will also specify the
time and manner of payment of a Senior Executive Plan Bonus which becomes payable,
which payment may be made in (i) cash, (ii) shares of Common Stock having an aggregate
Market Value per Share equal to the aggregate value of the Senior Executive Plan Bonus
which has become payable or (iii) any combination thereof, as determined by the
Committee in its discretion at the time of payment.
	 
	 	(c)	 	If a change in control occurs during a Performance Period, the Senior Executive
Plan Bonus payable to each Participant for the Performance Period will be determined at
the highest level of achievement of the Management Objectives, without regard to actual
performance and without proration for less than a full




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	 	 	 	Performance Period. The Senior
Executive Plan Bonus will be paid at such time following the change in control as the
Committee determines in its discretion, but in no event later than 30 days after the
date of an event which results in a change in control.






	 	(d)	 	Each grant may be evidenced by an Evidence of Award, which will contain such
terms and provisions as the Committee may determine consistent with the Plan, including
without limitation provisions relating to the Participant’s termination of employment
by reason of retirement, death, disability or otherwise.






	12.	 	Awards to Eligible Directors.






	 	(a)	 	Effective upon the consummation of the Company’s initial public offering, each
Eligible Director will be granted Restricted Shares having an aggregate Market Value
per Share equal to $25,000 on the Date of Grant.
	 
	 	(b)	 	Following the Company’s initial public offering, on the date of an Eligible
Director’s first election to the Board, if such date is not also the date of an annual
meeting of the stockholders of the Company, and immediately after each annual meeting
of the stockholders of the Company, each Eligible Director will be granted Restricted
Shares having an aggregate Market Value per Share equal to $25,000 on the Date of
Grant.
	 
	 	(c)	 	Each grant of Restricted Shares to an Eligible Director will vest in three
equal installments on the first, second and third anniversaries of the Date of Grant
and may not be sold or otherwise transferred (other than by will or the laws of descent
and distribution) prior to such vesting date. If, prior to a vesting date, an Eligible
Director voluntarily resigns or is removed from the Board, the Eligible Director’s
unvested Restricted Shares will be forfeited and cancelled. In the event of an
Eligible Director’s retirement from the Board, death or disability prior to a vesting
date, all unvested Restricted Shares will become fully vested.






	13.	 	Transferability. No Award may be sold, pledged, assigned or transferred in any manner
other than by will or the laws of descent and distribution, pursuant to a qualified domestic
relations order or, with the consent of the Committee, by gifts to family members of the
Participant, including to trusts in which family members of the Participant own more than
50% of the beneficial interests, to foundations in which family members of the Participant
or the Participant controls the management of assets and to other entities in which more
than 50% of the voting interests are owned by family members of the Participant or the
Participant. No Stock Option or Appreciation Right granted to a Participant will be
exercisable during the Participant’s lifetime by any person other than the Participant or
the Participant’s guardian or legal representative or any permitted transferee.






	14.	 	Adjustments.






	 	(a)	 	The Committee may make or provide for such adjustments in (i) the maximum
number of shares of Common Stock specified in Sections 4 and 5, 




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	 	 	 	(ii) the number of
shares of Common Stock covered by outstanding Stock Options, Appreciation Rights,
Performance Shares and Restricted Stock Units granted under the Plan, (iii) the Option
Price or Grant Price applicable to any Stock Options and Appreciation Rights, and (iv)
the kind of shares covered by any such Awards (including shares of another issuer), as
the Committee in its discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of Participants that
otherwise would result from (x) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or (y) any
merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of rights or warrants
to purchase securities, or (z)
any other corporate transaction or event having an effect similar to any of the
foregoing. In the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding Awards such
alternative consideration as it, in good faith, may determine to be equitable in the
circumstances and may require in connection with such substitution the surrender of
all Awards so replaced. Moreover, the Committee may on or after the Date of Grant
provide in the Evidence of Award under the Plan that the holder of the Award may
elect to receive an equivalent award in respect of securities of the surviving
entity of any merger, consolidation or other transaction or event having a similar
effect, or the Committee may provide that the holder will automatically be entitled
to receive such an equivalent award.
	 
	 	(b)	 	The Committee may accelerate the payment of, or vesting with respect to, any
Award under the Plan upon the occurrence of a transaction or event described in this
Section 14; provided, however, that in the case of any Award that constitutes a
deferral of compensation within the meaning of Section 409A of the Code, the Committee
will not accelerate the payment of the Award unless it determines in good faith that
such transaction or event satisfies the requirements of a change in control event under
guidance issued by the Secretary of the Treasury under Section 409A.






	15.	 	Fractional Shares. the Company will not be required to issue any fractional share of
Common Stock pursuant to the Plan. The Committee may provide for the elimination of
fractions or for the settlement of fractions in cash.






	16.	 	Withholding Taxes. To the extent that the Company is required to withhold federal,
state, local or foreign taxes in connection with any payment made or benefit realized by a
Participant or other person under the Plan, and the amounts available to the Company for
such withholding are insufficient, it will be a condition to the receipt of such payment or
the realization of such benefit that the Participant or such other person make arrangements
satisfactory to the Company for payment of the balance of such taxes required to be
withheld. In addition, if permitted by the Committee, the Participant or such other person
may elect to have any withholding obligation of the Company satisfied with shares of Common
Stock that would otherwise be transferred to the Participant or such other person in payment
of the Participant’s Award.





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	 	 	However, without the consent of the Committee, shares of Common
Stock will not be withheld in excess of the minimum number of shares required to satisfy the
Company’s withholding obligation.






	17.	 	Administration of the Plan.






	 	(a)	 	Unless the administration of the Plan has been expressly assumed by the Board
pursuant to a resolution of the Board, the Plan will be administered by the Committee.
A majority of the Committee will constitute a quorum, and the action of the members of
the Committee present at any meeting at which a quorum is present, or acts unanimously
approved in writing, will be the acts of the Committee.
	 
	 	(b)	 	The Committee has the full authority and discretion to administer the Plan and
to take any action that is necessary or advisable in connection with the administration
of the Plan, including without limitation the authority and discretion to interpret and
construe any provision of the Plan or of any agreement, notification or document
evidencing an Award. The interpretation and construction by the Committee of any such
provision and any determination by the Committee pursuant to any provision of the Plan
or of any such agreement, notification or document will be final and conclusive. No
member of the Committee will be liable for any such action or determination made in
good faith.
	 
	 	(c)	 	It is the Company’s intention that any Award granted under the Plan that
constitutes a deferral of compensation within the meaning of Section 409A of the Code
and the guidance issued by the Secretary of the Treasury under Section 409A satisfy the
requirements of Section 409A. In granting such an Award, the Committee will use its
best efforts to exercise its authority under the Plan with respect to the terms of such
Award in a manner that the Committee determines in good faith will cause the Award to
comply with Section 409A and thereby avoid the imposition of penalty taxes and interest
upon the Participant receiving the Award.
	 
	 	(d)	 	If the administration of the Plan is assumed by the Board pursuant to Section
17(a), the Board will have the same authority, power, duties, responsibilities and
discretion given to the Committee under the terms of the Plan.






	18.	 	Amendments and Other Matters.






	 	(a)	 	The Plan may be amended from time to time by the Committee or the Board but may
not be amended without further approval by the stockholders of the Company if such
amendment would result in the Plan no longer satisfying any applicable requirements of
the New York Stock Exchange (or the principal national securities exchange on which the
Common Stock is traded), Rule 16b-3 or Section 162(m) of the Code.
	 
	 	(b)	 	Neither the Committee nor the Board will authorize the amendment of any
outstanding Stock Option to reduce the Option Price without the further approval




17









 






	 	 	 	of the
stockholders of the Company. Furthermore, no Stock Option will be cancelled and
replaced with Stock Options having a lower Option Price without further approval of the
stockholders of the Company. The provisions of this Section 18(b) are intended to
prohibit the repricing of “underwater” Stock Options and will not be construed to
prohibit the adjustments provided for in Section 14.






	 	(c)	 	The Plan may be terminated at any time by action of the Board. The termination
of the Plan will not adversely affect the terms of any outstanding Award.
	 
	 	(d)	 	The Plan does not confer upon any Participant any right with respect to
continuance of employment or other service with the Company or any Subsidiary,
nor will it interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate such Participant’s employment or other service at any
time.
	 
	 	(e)	 	If the Committee determines, with the advice of legal counsel, that any
provision of the Plan would prevent the payment of any Award intended to qualify as
performance-based compensation within the meaning of Section 162(m) of the Code from so
qualifying, such Plan provision will be invalid and cease to have any effect without
affecting the validity or effectiveness of any other provision of the Plan.






	19.	 	Governing Law. The Plan, all Awards and all actions taken under the Plan and the Awards
will be governed in all respects in accordance with the laws of the State of Delaware,
including without limitation, the Delaware statute of limitations, but without giving effect
to the principles of conflicts of laws of such State.






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