Exhibit 10.2


AEGEAN
MARINE PETROLEUM NETWORK INC.

2006 EQUITY INCENTIVE PLAN


ARTICLE
I.

General


1.1.         Purpose


The Aegean Marine Petroleum Network Inc. 2006 Equity
Incentive Plan (the “Plan”) is designed to provide certain key persons,
whose initiative and efforts are deemed to be important to the successful
conduct of the business of Aegean Marine Petroleum Network Inc. (the “Company”),
with incentives to (a) enter into and remain in the service of the Company,
(b) acquire a proprietary interest in the success of the Company, (c) maximize
their performance and (d) enhance the long-term performance of the
Company.


1.2.         Administration


(a)           Administration. 
The Plan shall be administered by the Compensation Committee of the Company’s
Board of Directors (the “Board”), or such other committee of the Board as
may be designated by the Board to administer the Plan (the “Administrator”);
provided that, in the event the Company is subject to Section 16 of
the Securities Exchange Act of 1934, as amended (the “1934 Act”), the
Administrator shall be composed of two or more directors, each of whom is a “Non-Employee Director” (a “Non-Employee
Director”) under Rule 16b-3 (as promulgated and interpreted by the
Securities and Exchange Commission (the “SEC”) under the 1934, or any successor rule or regulation thereto as in
effect from time to time); provided further, however,
that, prior to the date of the consummation of the initial public offering of the
Company’s Common Stock (as defined below), the Administrator may be composed of
one or more members of the Board, as determined by the Board.  Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations
conferred on the Administrator by the Plan, the
Administrator shall have the full power and authority to: (1) designate the persons to receive Awards
(as defined below) under the Plan; (2) determine the types of Awards granted
to a participant under the Plan; (3) determine the number of shares to be
covered by, or with respect to which payments, rights or other matters are to
be calculated with respect to, Awards; (4) determine the terms and
conditions of any Awards; (5) determine whether, and to what extent, and
under what circumstances, Awards may be settled or exercised in cash, shares,
other securities, other Awards or other property, or cancelled, forfeited or
suspended, and the methods by which Awards may be settled, exercised, cancelled,
forfeited or suspended; (6) determine whether, to what extent, and under
what circumstances cash, shares, other securities, other Awards, other property
and other amounts payable with respect to an Award shall be deferred, either
automatically or at the election of the holder thereof or the Administrator;
(7) construe, interpret and implement the Plan and any Award Agreement (as
defined below); (8) prescribe, amend, rescind or waive rules and regulations relating to the Plan, including rules
governing its operation; (9) make
all determinations necessary or advisable in administering the Plan; (10) correct
any defect, supply any omission and reconcile any inconsistency in the Plan or
any Award Agreement; and (11) make any other determination and take any
other action that the Administrator deems necessary or desirable for the
administration of the Plan.  Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations and 





















 


other decisions under or with respect to the Plan or
any Award shall be within the sole discretion of the Administrator, may be made
at any time and shall be final, conclusive and binding upon all persons.


(b)           General
Right of Delegation.  Except to the
extent prohibited by applicable law, the applicable rules of a stock exchange
or any charter, by-laws or other agreement governing the Administrator, the
Administrator may delegate all or any part of
its responsibilities to any person or persons selected by it and may
revoke any such allocation or delegation at any time.


(c)           Indemnification.  No member of the Board, the Administrator or
any employee of the Company (each such person, a “Covered Person”) shall
be liable for any action taken or omitted to be taken or any determination made
in good faith with respect to the Plan or any Award hereunder.  Each Covered Person shall be indemnified and
held harmless by the Company against and from (i) any loss, cost,
liability or expense (including attorneys’ fees) that may be imposed upon or
incurred by such Covered Person in connection with or resulting from any
action, suit or proceeding to which such Covered Person may be a party or in
which such Covered Person may be involved by reason of any action taken or
omitted to be taken under the Plan or any Award Agreement and (ii) any and all
amounts paid by such Covered Person, with the Company’s approval, in settlement
thereof, or paid by such Covered Person in satisfaction of any judgment in any
such action, suit or proceeding against such Covered Person; provided
that the Company shall have the right, at its own expense, to assume and defend
any such action, suit or proceeding and, once the Company gives notice of its
intent to assume the defense, the Company shall have sole control over such
defense with counsel of the Company’s choice. 
The foregoing right of indemnification shall not be available to a
Covered Person to the extent that a court of competent jurisdiction in a final
judgment or other final adjudication, in either case not subject to further
appeal, determines that the acts or omissions of such Covered Person giving
rise to the indemnification claim resulted from such Covered Person’s bad
faith, fraud or willful criminal act or omission or that such right of
indemnification is otherwise prohibited by law or by the Company’s Articles of
Incorporation or Bylaws.  The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under the Company’s Articles
of Incorporation or Bylaws, as a matter of law, or otherwise, or any other
power that the Company may have to indemnify such persons or hold them
harmless.


(d)           Delegation
of Authority to Senior Officers.  The
Administrator may delegate, on such terms and conditions as it determines, to
one or more senior officers of the Company the authority to make grants of Awards
to key employees (other than officers) of the Company and its Subsidiaries
(including any such prospective key employee) and consultants of the Company
and its Subsidiaries.


(e)           Awards
to Non-Employee Directors.  Notwithstanding
anything to the contrary contained herein, the Board may, in its sole discretion,
at any time and from time to time, grant Awards to Non-Employee Directors or
administer the Plan with respect to such Awards.  In any such case, the Board shall have all the
authority and responsibility granted to the Administrator herein.


 


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1.3.         Persons
Eligible for Awards


The persons eligible to receive Awards under the Plan
are those officers, directors, and key
employees (including any prospective officer or key employee) and consultants of
the Company and its Subsidiaries (collectively,
“Key Persons”) as the Administrator shall select.


1.4.         Types
of Awards


Awards may be made under the Plan in the form of (a) stock
options, (b) stock appreciation rights, (c) restricted stock, (d) restricted
stock units and (e) unrestricted stock, all as more fully set forth in the
Plan.  The term “Award” means any of the foregoing that are granted under the Plan.


1.5.         Shares
Available for Awards; Adjustments for Changes in Capitalization


(a)           Maximum
Number.  Subject to adjustment as
provided in Section 1.5(c), the aggregate number of shares of common stock
of the Company, par value $.01 (“Common Stock”), with respect to which Awards
may at any time be granted under the Plan shall be [1,200,000].  The
following shares of Common Stock shall again become available for Awards
under the Plan: (i) any shares that are subject to an Award under the Plan
and that remain unissued upon the cancellation or termination of such Award for
any reason whatsoever; (ii) any shares of restricted stock forfeited
pursuant to the Plan or the applicable Award Agreement; provided that
any dividend equivalent rights with respect to such shares that have not
theretofore been directly remitted to the grantee are also forfeited; and (iii) any
shares in respect of which a stock appreciation right or restricted stock unit
is settled for cash.


(b)           Source
of Shares.  Shares issued pursuant to
the Plan may be authorized but unissued Common Stock or treasury shares.  The Administrator may direct that any stock
certificate evidencing shares issued pursuant to the Plan shall bear a legend
setting forth such restrictions on transferability as may apply to such shares.


(c)           Adjustments. 
(i)  In the event that the Administrator determines that
any dividend or other distribution (whether in the form of cash, Company
shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Company shares or other securities of
the Company, issuance of warrants or other rights to purchase Company shares or
other securities of the Company, or other similar corporate transaction or
event affects the Company shares such that an adjustment is determined by the
Administrator to be appropriate or desirable, then the Administrator shall, in
such manner as it may deem equitable or desirable, adjust the number of shares
or other securities of the Company (or number and kind of other securities or
property) with respect to which Awards may be granted under the Plan.


(ii)   The Administrator is authorized to make
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events (including the events
described in Section 1.5(c)(i) or the occurrence of a Change in Control
(as defined below)) affecting the Company, any Affiliate, or the financial
statements of the Company or any Affiliate, or of changes in applicable rules,
rulings, regulations or other requirements of any governmental body or
securities exchange, accounting principles or law, whenever the Administrator
determines that such adjustments are appropriate or desirable, 


 


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including providing for (A) adjustment
to (1) the
number of shares or other securities of the Company (or number and kind of
other securities or property) subject to outstanding Awards or to which
outstanding Awards relate and (2) the Exercise Price (as defined below) with
respect to any Award and (B) a
substitution or assumption of Awards, accelerating the exercisability or
vesting of, or lapse of restrictions on, Awards, or accelerating the
termination of Awards by providing for a period of time for exercise prior to
the occurrence of such event, or, if deemed appropriate or desirable, providing
for a cash payment to the holder of an outstanding Award in consideration for
the cancellation of such Award (it being understood that, in such event, any
option or stock appreciation right having a per share Exercise Price equal to,
or in excess of, the Fair Market Value of a share subject to such option or
stock appreciation right may be cancelled and terminated without any payment or
consideration therefor).


(iii)  In the event of (A) a dissolution or
liquidation of the Company, (B) a sale of all or substantially all the
Company’s assets or (C) a merger, reorganization or consolidation
involving the Company or one of its Subsidiaries (as defined below), the Administrator shall have the power to:


(1)  provide
that outstanding options, stock appreciation rights and restricted stock units
(including any related dividend equivalent right) shall either continue in
effect, be assumed or an equivalent award shall be substituted therefor by the
successor corporation or a “parent corporation” (as defined in Section 424(e)
of the Internal Revenue Code of 1986, as amended (the “Code”)) or “subsidiary
corporation” (as defined in Section 424(f) of the Code);


(2)  cancel,
effective immediately prior to the occurrence of such event, options, stock
appreciation rights and restricted stock units (including each dividend
equivalent right related thereto) outstanding immediately prior to such event (whether
or not then exercisable) and, in full consideration of such cancellation, pay
to the holder of such Award a cash payment in an amount equal to the excess, if
any, of the Fair Market Value (as of a date specified by the Administrator) of
the shares subject to such Award over the aggregate Exercise Price of such Award
(it being understood that, in such event, any option or stock appreciation
right having a per share Exercise Price equal to, or in excess of, the Fair
Market Value of a share subject to such option or stock appreciation right may
be cancelled and terminated without any payment or consideration therefor); or


(3)  notify the
holder of an option or stock appreciation right in writing or electronically
that each option and stock appreciation right shall be fully vested and
exercisable for a period of 30 days from the date of such notice, or such
shorter period as the Administrator may determine to be reasonable, and the
option or stock appreciation right shall terminate upon the expiration of such
period (which period shall expire no later than immediately prior to the
consummation of the corporate transaction).


1.6.         Definitions
of Certain Terms


(a)           The
“Fair Market Value” of a share of Common Stock on any day shall be the closing
price on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, the Nasdaq Stock Market, as reported for such day
in The Wall Street Journal, or, if no such price is reported for such day, the
average of the high bid and low asked price of Common Stock as reported for
such day.  If no quotation is made for
the applicable day, 


 


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the Fair Market Value of a share of Common Stock on
such day shall be determined in the manner set forth in the preceding sentence
for the next preceding trading day.  Notwithstanding the foregoing, if there is no reported closing price or high bid/low
asked price that satisfies the preceding sentences, or if otherwise deemed
necessary or appropriate by the Administrator, the Fair Market Value of a share
of Common Stock on any day shall be determined by the Administrator. 
The “Fair Market Value” of any
property other than Common Stock shall be the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Administrator.


(b)           Unless
otherwise set forth in an Award Agreement, in connection with a termination of
employment or a dismissal from Board membership, for purposes of the Plan, the
term “for Cause” shall be defined as follows:


(i)    if there is an employment, severance, change
in control or other agreement governing the relationship between the grantee,
on the one hand, and the Company or a Subsidiary, on the other hand, that contains
a definition of “cause” (or similar phrase), for purposes of the Plan, the term
“for Cause” shall mean those acts or omissions that would constitute “cause”
under such agreement; or


(ii)   if the preceding clause (i) is not
applicable to the grantee, for purposes of the Plan, the term “for Cause” shall
mean any of the following:


(A)      any failure by the grantee substantially
to perform the grantee’s employment or Board membership duties;


(B)       any excessive unauthorized absenteeism by
the grantee;


(C)       any refusal by the grantee to obey the
lawful orders of the Board or any other person to whom the grantee reports;


(D)      any act or omission by the grantee that is
or may be injurious to the Company or any Affiliate, whether monetarily,
reputationally or otherwise;


(E)       any act by the grantee that is
inconsistent with the best interests of the Company or any Affiliate;


(F)       the grantee’s gross negligence that is
injurious to the Company or any Affiliate, whether monetarily, reputationally
or otherwise;


(G)       the grantee’s material violation of any
of the Company’s policies, including, without limitation, those policies
relating to discrimination or sexual harassment;


(H)      the grantee’s material breach of his or
her employment or service contract with the Company or any Affiliate;


(I)        the grantee’s unauthorized (1) removal
from the premises of the Company or an Affiliate of any document (in any medium
or form) relating to the Company or an Affiliate or the customers or clients of
the Company or an 


 


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Affiliate
or (2) disclosure to any person or entity of any of the Company’s, or any Affiliate’s,
confidential or proprietary information;


(J)        the grantee’s being convicted of, or
entering a plea of guilty or nolo contendere to, any crime that constitutes a felony
or involves moral turpitude; and


(K)      the grantee’s commission of any act
involving dishonesty or fraud.


Any rights the Company may have under the Plan in
respect of the events giving rise to a termination or dismissal “for Cause”
shall be in addition to any other rights the Company may have under any other
agreement with a grantee or at law or in equity.  Any determination of whether a grantee’s
employment or Board membership is (or is deemed to have been) terminated “for Cause”
shall be made by the Administrator.  If,
subsequent to a grantee’s voluntary termination of employment or voluntarily
resignation from the Board or involuntary termination of employment without Cause
or removal from the Board other than “for Cause”, it is discovered that the
grantee’s employment or Board membership could have been terminated “for Cause”,
the Administrator may deem such grantee’s employment or Board membership to
have been terminated “for Cause” upon such discovery and determination by the
Administrator.


(c)           “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by,
controls or is under common control with, the Company and (ii) any entity
in which the Company has a significant equity interest, in either case as determined
by the Administrator.


(d)           “Subsidiary”
shall mean any entity in which the Company, directly or indirectly, has a 50%
or more equity interest.


(e)           “Exercise
Price” shall mean (i) in the case of options, the price specified in the
applicable Award Agreement as the price-per-share at which such share can be
purchased pursuant to the option or (ii) in the case of stock appreciation
rights, the price specified in the applicable Award Agreement as the reference
price-per-share used to calculate the amount payable to the grantee.


ARTICLE
II.

Awards Under The Plan


2.1.         Agreements
Evidencing Awards


Each Award granted under the Plan shall be evidenced by a written
certificate (“Award Agreement”), which shall
contain such provisions as the Administrator may deem necessary or desirable and which may, but need not, require execution or
acknowledgment by a grantee.  The Award
shall be subject to all of the terms and provisions of the Plan and the
applicable Award Agreement.


2.2.         Grant of Stock Options and Stock
Appreciation Rights


(a)           Stock
Option Grants.  The Administrator may
grant stock options (“options”) to purchase shares of Common Stock from the
Company to such Key Persons, and in such amounts 


 


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and subject to such vesting and forfeiture provisions
and other terms and conditions, as the
Administrator shall determine, subject to the provisions of the Plan.  No option will be treated as an “incentive
stock option” for purposes of the Code.


(b)           Stock Appreciation Right Grants; Types of Stock
Appreciation Rights. 
The Administrator may grant stock appreciation rights to such Key Persons,
and in such amounts and subject to such vesting and forfeiture provisions and
other terms and conditions, as the Administrator shall determine, subject to
the provisions of the Plan.  The terms of
a stock appreciation right may provide that it shall be automatically exercised
for a payment upon the happening of a specified event that is outside the
control of the grantee and that it shall not be otherwise exercisable.  Stock appreciation rights may be granted in connection with all or any part of, or
independently of, any option granted under the Plan.


(c)           Nature
of Stock Appreciation Rights.  The
grantee of a stock appreciation right shall have the right, subject to the
terms of the Plan and the applicable Award
Agreement, to receive from the Company an amount equal to (i) the
excess of the Fair Market Value of a share of Common Stock on the date of
exercise of the stock appreciation right over the Exercise Price of the stock
appreciation right, multiplied by (ii) the number of shares with respect
to which the stock appreciation right is exercised.  Each Award Agreement with respect to a stock
appreciation right shall set forth the Exercise Price of such Award and, unless
otherwise specifically provided in the Award Agreement, the Exercise Price of a
stock appreciation right shall equal the Fair Market Value of a share of Common
Stock on the date of grant; provided that in no event may such Exercise
Price be less than the greater of (A) the Fair Market Value of a share of
Common Stock on the date of grant and (B) the par value of a share of
Common Stock.  Payment upon exercise of a
stock appreciation right shall be in cash or
in shares of Common Stock (valued at their Fair Market Value on the date
of exercise of the stock appreciation right) or both, all as the Administrator
shall determine.  Upon the exercise of a
stock appreciation right granted in connection with an option, the number of
shares subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is
exercised.  Upon the exercise of
an option in connection with which a stock appreciation right has been granted,
the number of shares subject to the stock
appreciation right shall be reduced by the number of shares with respect
to which the option is exercised.


(d)           Option
Exercise Price.  Each Award Agreement
with respect to an option shall set forth the Exercise Price of such Award and,
unless otherwise specifically provided in the Award Agreement, the Exercise
Price of an option shall equal the Fair Market Value of a share of Common Stock
on the date of grant; provided that in no event may such Exercise Price
be less than the greater of (i) the Fair Market Value of a share of Common
Stock on the date of grant and (ii) the par value of a share of Common
Stock.


2.3.          Exercise of Options and Stock Appreciation Rights


Subject to the other provisions of this Article II
and the Plan, each option and stock appreciation right granted under the Plan
shall be exercisable as follows:


(a)           Timing
and Extent of Exercise.  Options and
stock appreciation rights shall be exercisable at such times and under such
conditions as determined by the Administrator and set forth in the
corresponding Award Agreement, but in no event shall any portion of such Award
be exercisable subsequent to the tenth anniversary of the date on which such Award
was granted.


 


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Unless the applicable Award Agreement otherwise
provides, an option or stock appreciation right may be exercised from time to
time as to all or part of the shares as to which such Award is then exercisable.


(b)           Notice
of Exercise.  An option or stock appreciation
right shall be exercised by the filing of a written notice with the Company or
the Company’s designated exchange agent (the “Exchange
Agent”), on such form and in such manner as the Administrator shall
prescribe.


(c)           Payment
of Exercise Price.  Any written notice of exercise of an option
shall be accompanied by payment for the shares being purchased.  Such payment shall be made: (i) by
certified or official bank check (or the equivalent
thereof acceptable to the Company or its Exchange Agent) for the full  option Exercise Price; (ii) with the consent
of the Administrator, which consent shall be given or withheld in the sole
discretion of the Administrator, by delivery of  shares of Common Stock having a Fair Market Value (determined as of the
exercise date) equal to all or part of the option Exercise Price and a certified or official bank check (or the
equivalent thereof acceptable to the
Company or its Exchange Agent) for any remaining portion of the full option Exercise
Price; or (iii) at the sole discretion of the Administrator and to the extent
permitted by law, by such other provision, consistent with the terms of the
Plan, as the Administrator may from time to time prescribe (whether directly or
indirectly through the Exchange Agent).


(d)           Delivery
of Certificates Upon Exercise. 
Subject to the provision of Sections 3.2, 3.4 and 3.13,
promptly after receiving payment of the full option Exercise Price, or after
receiving notice of the exercise of a stock appreciation right for which the
Administrator determines payment will be made partly or entirely in shares, the
Company or its Exchange Agent shall (i)
deliver to the grantee, or to such other person  as may then have the right to exercise the Award, a certificate or
certificates for the shares of Common Stock for which the Award has been
exercised or, in the case of stock appreciation rights, for which the Administrator
determines will be made in shares or (ii) establish an account evidencing
ownership of the stock in uncertificated form. 
If the method of payment employed upon an option exercise so requires,
and if applicable law permits, an optionee may direct the Company or its Exchange
Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s
stockbroker.


(e)           No
Stockholder Rights.  No grantee of an
option or stock appreciation right (or other person having the right to
exercise such Award) shall have any of the rights of a stockholder of the
Company with respect to shares subject to such Award until the issuance of a
stock certificate to such person for such shares.  Except as otherwise provided in Section 1.5(c),
no adjustment shall be made for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, securities or other
property) for which the record date is prior
to the date such stock certificate is issued.


2.4.         Termination of Employment; Death
Subsequent to a Termination of Employment


(a)           General
Rule.  Except to the extent otherwise
provided in paragraphs (b), (c), (d), (e) or (f) of this Section 2.4
or Section 3.5(b)(iii), a grantee who incurs a termination of employment or
dismissal from the Board may exercise any outstanding option or stock
appreciation right on the following terms and conditions: (i) exercise may
be made only to the extent that the grantee was entitled to exercise the Award on the date of termination of 


 


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employment or dismissal from the
Board, as applicable; and (ii) exercise must occur within three months after termination of
employment or dismissal from the Board but in no event after the original
expiration date of the Award.


(b)           Dismissal
“for Cause”.  If a grantee incurs a termination of employment or dismissal from the
Board, in either case “for Cause”, all options and stock appreciation
rights not theretofore exercised shall terminate upon the grantee’s termination
of employment or dismissal from the Board.


(c)           Retirement.  If a grantee incurs a termination of employment as
the result of his or her retirement (as defined below), then any outstanding
option or stock appreciation right shall, to the extent exercisable at the time
of such retirement, remain exercisable for a period of three years after such
termination of employment; provided that in no event may such option or
stock appreciation right be exercised following the original expiration date of
the Award.  For this purpose, “retirement”
shall mean a grantee’s resignation of
employment, with the Company’s prior consent, on or after (i) his
or her 65th birthday, (ii) the date on which he or she has attained age 60
and completed at least five years of service with the Company (using any method of calculation the Administrator deems
appropriate) or (iii) if approved by the Administrator, on or after his or her having completed at least 20 years
of service with the Company (using any method of calculation the Administrator
deems appropriate).


(d)           Disability.  If a
grantee incurs a termination of employment or a dismissal from the Board by
reason of a disability (as defined below), then any outstanding option or stock
appreciation right shall, to the extent exercisable at the time of such
termination, remain exercisable for a period of one year after such termination
of employment; provided that in no event may such option or stock
appreciation right be exercised following the original expiration date of the Award.  For this purpose, “disability” shall mean any
physical or mental condition that would qualify the grantee for a disability
benefit under the long-term disability plan maintained by the Company or, if
there is no such plan, a physical or mental condition that prevents the grantee
from performing the essential functions of the grantee’s position (with or
without reasonable accommodation) for a period of six consecutive months.  The existence of a disability shall be
determined by the Administrator.


(e)           Death.


(i)    Termination of Employment as a Result of Grantee’s Death.  If a grantee incurs a termination of
employment or leaves the Board as the result of his or her death, then any outstanding option or stock appreciation
right shall, to the extent exercisable at the time of such termination, remain
exercisable for a period of one year after such termination of
employment; provided that in no event may such option or stock
appreciation right be exercised following the original expiration date of the Award.


(ii)       Restrictions on Exercise
Following Death.  Any such exercise of an Award following a
grantee’s death shall be made only by the grantee’s executor or administrator
or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee’s will specifically
disposes of such Award, in which case such exercise shall be made only
by the recipient of such specific disposition. 
If a grantee’s personal representative or the recipient of a specific
disposition under the grantee’s will shall be entitled to exercise any Award
pursuant to the preceding sentence, 


 


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such representative or
recipient shall be bound by all the terms and conditions of the Plan and the
applicable Award Agreement which would have applied to the grantee.


(f)            Administrator Discretion.  The Administrator, in the applicable Award
Agreement, may waive or modify the application of the foregoing provisions of
this Section 2.4.


2.5.         Transferability
of Options and Stock Appreciation Rights


Except as otherwise provided in an applicable Award
Agreement evidencing an option or stock appreciation right, during the lifetime
of a grantee, each such Award granted to a grantee shall be exercisable only by the grantee, and no such Award
shall be assignable or transferable other than by will or by the laws of
descent and distribution.  The Administrator may, in any applicable Award
Agreement evidencing an option or stock appreciation right, permit a grantee to
transfer all or some of the options or stock appreciation rights to (a) the
grantee’s spouse, children or grandchildren (“Immediate Family Members”), (b) a
trust or trusts for the exclusive benefit of such Immediate Family Members or (c) other
parties approved by the Administrator. 
Following any such transfer, any transferred options and stock
appreciation rights shall continue to be subject to the same terms and conditions
as were applicable immediately prior to the transfer.


2.6.         Grant
of Restricted Stock


(a)           Restricted
Stock Grants.  The Administrator may
grant restricted shares of Common Stock to such Key Persons, in such amounts
and subject to such vesting and forfeiture provisions and other terms and
conditions as the Administrator shall determine, subject to the provisions of
the Plan.  A grantee of a restricted stock Award shall have no rights with
respect to such Award unless such grantee accepts the Award within such period
as the Administrator shall specify by accepting delivery of a restricted stock agreement in such form as the
Administrator shall determine and, in the event the restricted shares
are newly issued by the Company, makes payment to the Company or its Exchange Agent by certified or official bank check
(or the  equivalent thereof acceptable
to the Company and the Administrator) in an amount at least equal to the
par value of the shares covered by the Award.


(b)           Issuance
of Stock Certificate.  Promptly after
a grantee accepts a restricted stock Award in
accordance with Section 2.6(a), subject to Sections 3.2, 3.4 and 3.13, the
Company or its Exchange Agent shall issue to the grantee a stock
certificate or stock certificates for the shares of Common Stock covered by the
Award or shall establish an account evidencing ownership of the stock in
uncertificated form.  Upon the issuance
of such stock certificates, or establishment of such account, the grantee shall
have the rights of a stockholder with respect to the restricted stock, subject
to: (i) the nontransferability restrictions and forfeiture provision
described in the Plan (including paragraphs (d)
and (e) of this Section 2.6); (ii) in the Administrator’s sole discretion,
a requirement that any dividends paid on such shares shall be held in escrow
and shall remain forfeitable until all restrictions on such shares have lapsed;
and (iii) any other restrictions and conditions contained in the
applicable Award Agreement.


(c)           Custody
of Stock Certificate.  Unless the
Administrator shall otherwise determine, any stock certificates issued
evidencing shares of restricted stock shall
remain in the possession of the Company until such shares are free of
any restrictions specified in the applicable Award 


 


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Agreement.  The Administrator may direct that such stock
certificates bear a legend setting forth the applicable restrictions on transferability.


(d)           Nontransferability.  Shares of restricted stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of prior to
the lapsing of all restrictions thereon, except as otherwise specifically
provided in this Plan or the applicable Award Agreement.  The Administrator at the time of grant shall
specify the date or dates (which may depend upon or be related to the
attainment of performance goals and other conditions) on which the
nontransferability of the restricted stock shall lapse.


(e)           Consequence
of Termination of Employment.  A
grantee’s termination of employment for any reason (including death) shall
cause the immediate forfeiture of all shares of restricted stock that have not
yet vested as of the date of such termination of employment.  All dividends paid on such shares that have not theretofore been directly
remitted to the grantee shall also be forfeited, whether by termination of any
escrow arrangement under which such dividends are held or otherwise.


2.7.         Grant of Restricted Stock Units


(a)           Restricted
Stock Unit Grants. 
The Administrator
may grant restricted stock units to such Key Persons, and in such amounts and
subject to such vesting and forfeiture provisions and other terms and
conditions, as the Administrator shall determine, subject to the provisions of
the Plan.  A restricted stock unit
granted under the Plan shall confer upon the grantee a right to receive from
the Company, upon the occurrence of such vesting event as shall be determined
by the Administrator and specified in the Award Agreement, the number of such
grantee’s restricted stock units that vest upon the occurrence of such vesting
event multiplied by the Fair Market Value of a share of Common Stock on the
date of vesting.  Payment upon vesting of
a restricted stock unit shall be in cash or
in shares of Common Stock (valued at their Fair Market Value on the date
of exercise of the stock appreciation right) or both, all as the Administrator
shall determine.


(b)           Dividend
Equivalents.  The Administrator may
include in any Award Agreement with respect to a restricted stock unit a
dividend equivalent right entitling the grantee to receive amounts equal to the
ordinary dividends that would be paid, during the time such Award is
outstanding and unvested, on the shares of Common Stock underlying such Award
if such shares were then outstanding.  In
the event such a provision is included in a Award Agreement, the Administrator
shall determine whether such payments shall be (i) paid to the holder of
the Award either (A) at the same time as the underlying dividends are
paid, regardless of the fact that the restricted stock unit has not theretofore
vested, or (B) at the time at which the Award’s vesting event occurs,
conditioned upon the occurrence of the vesting event, (ii) made in cash, shares
of Common Stock or other property and (iii) subject to such other vesting
and forfeiture provisions and other terms and conditions as the Administrator
shall deem appropriate and as shall set forth in the Award Agreement.


(c)           Consequence
of Termination of Employment.  A
grantee’s termination of employment for any reason (including death) shall
cause the immediate forfeiture of all restricted stock units that have not yet
vested as of the date of such termination of employment.  Any dividend equivalent rights that have not theretofore been directly remitted to
the grantee shall 


 


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also be forfeited, whether by
termination of any escrow arrangement under which such dividends are held or otherwise.


(d)           No
Stockholder Rights.  No grantee of a
restricted stock unit shall have any of the rights of a stockholder of the
Company with respect to such Award unless and until a stock certificate is
issued with respect to such Award upon the vesting of such Award (it being
understood that the Administrator shall determine whether to pay any vested
restricted stock unit in the form of cash or Company shares or both).  Except as otherwise provided in Section 1.5(c),
no adjustment to any restricted stock unit shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether
in cash, securities or other property) for
which the record date is prior to the date such stock certificate, if any, is
issued.


(e)           Transferability
of Restricted Stock Units.  Except as
otherwise provided in an applicable Award Agreement evidencing a restricted
stock unit, no restricted stock unit granted under the Plan shall be assignable or transferable.  The Administrator
may, in any applicable Award Agreement evidencing a restricted stock unit, permit
a grantee to transfer all or some of the restricted stock units to (i) the
grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive
benefit of such Immediate Family Members or (iii) other parties approved by the
Administrator.  Following any such
transfer, any transferred restricted stock units shall continue to be subject
to the same terms and conditions as were applicable immediately prior to the
transfer.


2.8.         Grant
of Unrestricted Stock


The Administrator may grant (or sell at a purchase
price at least equal to par value) shares of Common Stock free of restrictions
under the Plan to such Key Persons and in
such amounts and subject to such forfeiture provisions as the
Administrator shall determine.  Shares
may be thus granted or sold in respect of past services or other valid
consideration.


ARTICLE
III.

Miscellaneous


3.1.         Amendment
of the Plan; Modification of Awards


(a)           Amendment of the Plan.  The Board may from time to time suspend, discontinue, revise or amend the
Plan in any respect whatsoever, except that
no such amendment shall materially impair any rights or materially increase any obligations under any Award theretofore made
under the Plan without the consent of the grantee (or, upon the grantee’s
death, the person having the right to exercise the Award).  For purposes of this Section 3.1, any
action of the Board or the Administrator that in any way alters or affects the
tax treatment of any Award shall not be considered to materially impair any
rights of any grantee.


(b)           Stockholder Approval Requirement.  Unless the Company is a “foreign private
issuer” as defined in the rules of the SEC, stockholder approval shall be
required with respect to any amendment to the Plan that (i) materially
increases the benefits under the Plan to persons whose transactions in Common
Stock are subject to Section 16(b) of the 1934 Act, (ii) increases
the number of shares which may be issued under the Plan (except as permitted
pursuant to


 


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 Section 1.5(c)), (iii) has the
effect of a “re-pricing” of any outstanding Award or (iv) modifies the
eligibility requirements of persons eligible to receive Awards under the Plan.


(c)           Modification of Awards.  The Administrator may cancel any Award under
the Plan.  The Administrator also may
amend any outstanding Award Agreement, including, without limitation, by
amendment which would: (i) accelerate the time or times at which the Award
becomes unrestricted, vested or may be exercised; (ii) waive or amend any goals,
restrictions or conditions set forth in the Award Agreement; or (iii) waive
or amend the operation of Section 2.4 with respect to the termination of
the Award upon termination of employment. 
However, any such cancellation or amendment that materially impairs the
rights or materially increases the obligations of a grantee under an
outstanding Award shall be made only with the consent of the grantee (or, upon
the grantee’s death, the person having the right to exercise the Award).  In making any modification to an Award, the
Administrator may consider the implications under Section 409A of the Code from
such modification.


3.2.         Consent
Requirement


(a)           No
Plan Action Without Required Consent. 
If the Administrator shall at any time determine that any Consent (as
defined below) is necessary or desirable as a
condition of, or in connection with, the granting of any Award under the
Plan, the issuance or purchase of shares or other rights thereunder, or the taking of any other action
thereunder (each such action being hereinafter referred to as a “Plan
Action”), then such Plan Action shall not be taken, in whole or in part, unless
and until such Consent shall have been effected or obtained to the full
satisfaction of the Administrator.


(b)           Consent
Defined.  The term “Consent” as used
herein with respect to any Plan Action means (i) any and all listings,
registrations or qualifications in respect thereof upon any securities exchange
or under any federal, state or local law, rule or regulation, (ii) any and
all written agreements and representations by
the grantee with respect to the disposition of shares, or with respect
to any other matter, which the Administrator shall deem necessary or desirable
to comply with the terms of any such listing, registration or qualification or
to obtain an exemption from the requirement that any such listing,
qualification or registration be made and (iii) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies.


3.3.         Nonassignability


Except as provided in Sections 2.4(e), 2.5, 2.6(d)
or 2.7(e), (a) no Award or right
granted to any person under the Plan or under any Award Agreement shall be
assignable or transferable other than by will or by the laws of descent and
distribution and (b) all rights granted under the Plan or any Award Agreement shall be exercisable during the
life of the grantee only by the grantee or the grantee’s legal
representative or the grantee’s permissible successors or assigns (as
authorized and determined by the Administrator).  All terms and conditions of the Plan and the
applicable Award Agreements will be binding upon any permitted successors or
assigns.


3.4.         Taxes


(a)           Withholding.  A grantee or other Award holder under the
Plan shall be required to pay, in cash, to the Company, and the Company and Affiliates
shall have the right and are hereby authorized to withhold from any Award, from
any payment due or transfer made under any 


 


13





















 


Award or under the Plan or from any compensation or
other amount owing to such grantee or other Award holder, the amount of any
applicable withholding taxes in respect of an Award, its grant, its exercise,
its vesting, or any payment or transfer under an Award or under the Plan, and
to take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for payment of such taxes.  Whenever shares of Common Stock are to be
delivered pursuant to an Award under the Plan, with the approval of the
Administrator, which the Administrator shall have sole discretion whether or
not to give, the grantee may satisfy the foregoing condition by electing to
have the Company withhold from delivery shares having a value equal to the
amount of minimum tax required to be withheld.  Such shares shall
be valued at their Fair Market Value as of the date on which the amount of
tax to be withheld is determined.  Fractional
share amounts shall be settled in cash.  Such a withholding election may be made with respect
to all or any portion of the shares to be delivered pursuant to an Award.


(b)           Liability
for Taxes.  Grantees and holders of Awards
are solely responsible and liable for the satisfaction of all taxes and
penalties that may arise in connection with Awards (including, without
limitation, any taxes arising under Section 409A of the Code), and the
Company shall not have any obligation to indemnify or otherwise hold any such
person harmless from any or all of such taxes. 
The Administrator shall have the discretion to organize any deferral
program, to require deferral election forms, and to grant or to unilaterally
modify any Award in a manner that (i) conforms with the requirements of
Section 409A of the Code, (ii) voids any participant election to the
extent it would violate Section 409A of the Code and (iii) for any
distribution event or election that could be expected to violate Section 409A
of the Code, make the distribution only upon the earliest of the first to occur
of a “permissible distribution event” within the meaning of Section 409A
of the Code or a distribution event that the participant elects in accordance
with Section 409A of the Code.  The
Administrator shall have the sole discretion to interpret the requirements of
the Code, including, without limitation, Section 409A, for purposes of the
Plan and all Awards.


3.5.         Change
in Control


(a)           Change
in Control Defined.  For purposes of
the Plan, “Change in Control” shall mean the occurrence of any of the
following:


(i)    any “person” (as defined in
Section 13(d)(3) of the 1934 Act), corporation or other entity (other
than (A) the Company, (B) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or an Affiliate, (C) any
company or other entity owned, directly or indirectly, by the holders of the voting
stock of the Company in substantially the same proportions as their ownership
of the aggregate voting power of the capital stock ordinarily entitled to elect
directors of the Company or (D) any entity which Mr. Dimitris
Melisanidis directly or indirectly “controls” (as defined in Rule 12b-2
under the 1934 Act)) acquires “beneficial ownership” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of more than 50% of the
aggregate voting power of the capital stock ordinarily entitled to elect
directors of the Company;


(ii)   the sale of all or substantially all the
Company’s assets in one or more related transactions to a person or group of
persons, other than such a sale (A) to a Subsidiary which does not involve
a change in the equity holdings of the Company, (B) to an entity which Mr. Dimitris
Melisanidis directly or indirectly controls or (C) to an 


 


14





















 


entity which has acquired
all or substantially all the Company’s assets (any such entity described in
clause (A), (B) or (C), the “Acquiring Entity”) if, immediately following
such sale, 50% or more of the aggregate voting power of the capital stock
ordinarily entitled to elect directors of the Acquiring Entity (or, if
applicable, the ultimate parent entity that directly or indirectly has
beneficial ownership of more than 50% of the aggregate voting power of the
capital stock ordinarily entitled to elect directors of the Acquiring Entity)
is beneficially owned by the holders of the voting stock of the Company, and
such voting power among the persons who were holders of the voting stock of the
Company immediately prior to such sale is, immediately following such sale,
held in substantially the same proportions as the aggregate voting power of the
capital stock ordinarily entitled to elect directors of the Company immediately
prior to such sale;


(iii)  any merger, consolidation, reorganization or
similar event of the Company or any Subsidiary as a result of which the holders
of the voting stock of the Company immediately prior to such merger,
consolidation, reorganization or similar event do not directly or indirectly
hold 50% or more of the aggregate voting power of the capital stock of the
surviving entity (or, if applicable, the ultimate parent entity that directly
or indirectly has beneficial ownership of more than 50% of the aggregate voting
power of the capital stock ordinarily entitled to elect directors of the
surviving entity) and such voting power among the persons who were holders of
the voting stock of the Company immediately prior to such sale is, immediately
following such sale, held in substantially the same proportions as the
aggregate voting power of the capital stock ordinarily entitled to elect
directors of the Company immediately prior to such sale;


(iv)  the approval by the Company’s stockholders of
a plan of complete liquidation or dissolution of the Company; or


(v)   during any period of 24 consecutive calendar
months, individuals:


(A)                              who were directors of the Company on the
first day of such period, or


(B)                                whose election or nomination for election
to the Board was recommended or approved by at least a majority of the
directors then still in office who were directors of the Company on the first
day of such period, or whose election or nomination for election were so
approved,


shall cease to constitute
a majority of the Board;


provided, however, that in no event shall
a Change in Control be deemed to have occurred in connection with the initial
public offering of Common Stock.


(b)           Effect
of a Change in Control.  Unless the
Administrator provides otherwise in a Award Agreement, upon the occurrence of a
Change in Control:


(i)    notwithstanding any other provision of this
Plan, any Award then outstanding shall become
fully vested and any Award in the form of an option or stock
appreciation right shall be immediately exercisable;


 


15





















 


(ii)   to the extent permitted by law and not
otherwise limited by the terms of the Plan, the Administrator may amend any
Award Agreement in such manner as it deems appropriate;


(iii)  a grantee who incurs a termination
of employment or dismissal from the Board for any reason, other than a termination or dismissal “for Cause”,
concurrent with or within one year following
the Change in Control may exercise any outstanding option or stock appreciation right, but only to the extent that
the grantee was entitled to exercise the Award on the date of his or her
termination of employment or dismissal from the Board, until the earlier of (A) the
original expiration date of the Award and (B) the later of (x) the
date provided for under the terms of Section 2.4 without reference to this
Section 3.5(b)(iii) and (y) the first anniversary of the grantee’s termination of employment or dismissal from the
Board.


(c)           Miscellaneous.  Whenever deemed appropriate by
the Administrator, any action referred to in paragraph (b)(ii) of
this Section 3.5 may be made conditional upon the consummation of the
applicable Change in Control transaction.


3.6.         Operation
and Conduct of Business


Nothing in the Plan or any Award Agreement shall be
construed as limiting or preventing the Company or any Affiliate from taking
any action with respect to the operation and conduct of their business that
they deem appropriate or in their best interests, including any or all
adjustments, recapitalizations, reorganizations, exchanges or other changes in
the capital structure of the Company or any Affiliate, any merger or consolidation
of the Company or any Affiliate, any issuance of Company shares or other
securities or subscription rights, any issuance of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Common Stock or other
securities or rights thereof, any dissolution or liquidation of the Company or
any Affiliate, any sale or transfer of all or any part of the assets or
business of the Company or any Affiliate, or any other corporate act or
proceeding, whether of a similar character or otherwise.


3.7.         No
Rights to Awards


No Key Person or other person shall have any claim to
be granted any Award under the Plan.


3.8.         Right
of Discharge Reserved


Nothing in the Plan or in any Award Agreement shall
confer upon any grantee the right to continue
his or her employment with the Company or affect any right that the
Company may have to terminate such employment.


3.9.         Non-Uniform
Determinations


The Administrator’s
determinations and the treatment of Key Persons and grantees and their
beneficiaries under the Plan need not be uniform and may be made and determined
by the Administrator selectively among persons who receive, or who are eligible
to receive, Awards under the Plan (whether or not such persons are similarly situated). 
Without limiting the generality of the foregoing, the Administrator
shall be entitled, among other things, to make non-uniform and selective
determinations, and to enter into non-uniform and selective Award Agreements,
as to (a) the persons to receive Awards under the Plan, (b) the types
of Awards 


 


 


16

















 


granted under the Plan,
(c) the number of shares to be covered by, or with respect to which
payments, rights or other matters are to be calculated with respect to, Awards
and (d) the terms and conditions of Awards.


3.10.       Other
Payments or Awards


Nothing contained in the Plan shall be deemed in any
way to limit or restrict the Company from making any award or payment to any
person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.


3.11.       Headings


Any section, subsection, paragraph or other
subdivision headings contained herein are for
the purpose of convenience only and are not intended to expand, limit or
otherwise define the contents of such subdivisions.


3.12.       Effective
Date and Term of Plan


(a)           Adoption;
Stockholder Approval.  The Plan was
adopted by the Board on November 2, 2006 , 2006.  The Board may, but need not, make the
granting of any Awards under the Plan subject to the approval of the Company’s
stockholders.


(b)           Termination
of Plan.  The Board may terminate the
Plan at any time.  All Awards made under
the Plan prior to its termination shall
remain in effect until such Awards have been satisfied or terminated in
accordance with the terms and provisions of the Plan and the applicable Award
Agreements.  No Awards may be granted
under the Plan following the tenth anniversary of the date on which the Plan
was adopted by the Board.


3.13.       Restriction
on Issuance of Stock Pursuant to Awards


The Company shall not permit any shares of Common
Stock to be issued pursuant to Awards granted
under the Plan unless such shares of Common Stock are fully paid and
non-assessable under applicable law. 
Notwithstanding anything to the contrary in the Plan or any Award
Agreement, at the time of the exercise of any Award, at the time of vesting of
any Award or at the time of grant of any unrestricted shares under the Plan,
the Company and the Administrator may, if either shall deem it necessary or advisable
for any reason, require the holder of an Award (a) to represent in writing
to the Company that it is the Award holder’s then-intention to acquire the
shares with respect to which the Award is granted for investment and not with a
view to the distribution thereof or (b) to postpone the date of exercise
until such time as the Company has available for delivery to the Award holder a
prospectus meeting the requirements of all applicable securities laws; and no
shares shall be issued or
transferred in connection with any Award unless and until all legal
requirements applicable to the issuance or transfer of such shares have been
complied with to the satisfaction of the Company and the Administrator.  The Company and the Administrator shall have
the right to condition any issuance of shares to any Award holder hereunder on
such person’s undertaking in writing to comply with such restrictions on the
subsequent transfer of such shares as the Company or the Administrator shall
deem necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and all share certificates delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as
the Company or the Administrator may deem advisable under the Plan, the
applicable Award Agreement or the rules, regulations and other requirements of
the SEC, any stock exchange upon which such shares are listed, and any 


 


17

















 


applicable securities or other laws, and certificates
representing such shares may contain a legend to reflect any such restrictions.  The Administrator may refuse to issue or
transfer any shares or other consideration under an Award if it determines that
the issuance or transfer of such shares or other consideration might violate
any applicable law or regulation or entitle the Company to recover the same
under Section 16(b) of the 1934 Act, and any payment tendered to the
Company by a grantee or other Award holder in connection with the exercise of
such Award shall be promptly refunded to the relevant grantee or other Award
holder.  Without limiting the generality
of the foregoing, no Award granted under the Plan shall be construed as an
offer to sell securities of the Company, and no such offer shall be
outstanding, unless and until the Administrator has determined that any such
offer, if made, would be in compliance with all applicable requirements of any
applicable securities laws.


3.14.       Requirement
of Notification of Election Under Section 83(b) of the Code


If an Award recipient, in connection with the
acquisition of Company shares under the Plan, makes an election under
Section 83(b) of the Code (to include in gross income in the year of
transfer the amounts specified in Section 83(b) of the Code), the grantee
shall notify the Administrator of such election within ten days of filing
notice of the election with the U.S. Internal Revenue Service, in addition
to any filing and notification required pursuant to regulations issued under
Section 83(b) of the Code.


3.15.        Severability


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


3.16.       Governing
Law


The Plan will
be construed and administered in accordance with the laws of the State of New York, without giving effect to principles of
conflict of laws.


 


 


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