**Exhibit 10.57**

**APPENDIX A**

**AMENDED AND RESTATED PHARMERICA CORPORATION**

**2007 OMNIBUS INCENTIVE PLAN**

SECTION 1. *Purpose*. The purpose of the Amended and Restated PharMerica Corporation 2007 Omnibus Incentive Plan is to enhance theincentive of those employees, directors and other individuals who are expected to contribute significantly to the success of the Company and its Affiliates to perform at the highest level, and, in general, to further the best interests of theCompany and its stockholders. 

SECTION 2. *Definition*. 

As used in the Plan, the following terms shall have the meanings set forth below: 

(a) “**Act**” shall mean the Securities Exchange Act of 1934, as amended. 

(b) “**Affiliate**” shall mean (i) any entity that, directly or indirectly, controls, is controlled byor 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 Committee. 

(c) “**Award**” shall mean any Option, Stock Appreciation Right, award of Restricted Stock, Restricted StockUnit, Deferred Stock, Performance Award or Other Stock-Based Award granted under the Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein. 

(d) “**Award Agreement**” shall mean any written or electronic agreement, contract or other instrument ordocument evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant. 

(e) “**Beneficiary**” shall mean a person or persons entitled to receive payments or other benefits orexercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant who is an individual, such individual’s Beneficiary shall be the individual’s estate. 

(f) “**Board**” shall mean the board of directors of the Company. 

(g) “**Change in Control**” shall mean the occurrence of: 

(i) any “person” (as defined in Section 13(d) of the Act other than the Company, its Affiliates or anemployee benefit plan or trust maintained by the Company or its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of 40% or more of the combined voting power of the Company’sthen outstanding Voting Stock (excluding any “person” who becomes such a beneficial owner in connection with a transaction described in clause (A) of paragraph (iii) below); 

(ii) at any time during a period of twelve consecutive months, individuals who at the beginning of such period constitutedthe Board (and any new member of the Board whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the members of the Board then still in office who either weremembers of the Board at the beginning of the period or whose election or nomination was so approved) cease for any reason to constitute at least a majority of members then constituting the Board; provided that any member of the Board who is approvedin connection with an actual or threatened proxy contest or any other actual or threatened solicitation of proxies shall not be considered a member of the Board for purposes of such vote; or 

(iii) the consummation of (A) a merger or consolidation of the Company or any direct or indirect subsidiary of theCompany with any other corporation, other than a merger or consolidation which would result in the Voting Stock of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding orbeing converted into Voting Stock of the surviving entity or any parent thereof) at least 50% of the combined voting power of the Voting Stock, or the total fair market value of all the securities, of the Company or such surviving

 

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entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions)of assets of the Company having a total gross fair market value equal to more than 40% of the total gross Fair Market Value of all assets of the Company immediately prior to such transaction or transactions. 

Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred with respect to aParticipant if the Participant is part of a “group”, within the meaning of Section 13(d)(3) of the Act, which consummates the Change in Control transaction. 

(h) “**Code**” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

(i) “**Committee**” shall mean the Compensation Committee of the Board or subcommittee thereof or such othercommittee or subcommittee as may be designated by the Board that satisfies the requirements of applicable law. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board. 

(j) “**Company**” shall mean PharMerica Corporation, a Delaware corporation. 

(k) “**Covered Employee**” means an individual who is or is likely to be a “covered employee”within the meaning of Section 162(m)(3) of the Code, or any successor provision. 

(l) “**DeferredStock**” shall mean a right to receive Shares or other Awards or a combination thereof at the end of a specified deferral period, granted under Section 9. 

(m) “**Fair Market Value**” shall mean with respect to Shares, the closing price of a Share on the date inquestion (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock exchange on which the Shares trade or are quoted, or if Shares are not so listed or quoted, fair marketvalue as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. 

(n) “**Incentive Stock Option**” shall mean an option representing the right to purchase Shares from theCompany, granted under and in accordance with the terms of Section 6, that (i) meets the requirements of Section 422 of the Code, or any successor provision thereto and (ii) is designated by the Committee in the applicable AwardAgreement as an Incentive Stock Option. 

(o) “**Non-Qualified Stock Option**” shall mean an optionrepresenting the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option. 

(p) “**Option**” shall mean an Incentive Stock Option or a Non-Qualified Stock Option. 

(q) “**Other Stock-Based Award**” means an Award granted pursuant to Section 11 of the Plan. 

(r) “**Participant**” shall mean the recipient of an Award granted under the Plan. 

(s) “**Performance Award**” means an Award granted pursuant to Section 10 of the Plan, including, butnot limited to, one intended to be “qualified performance-based compensation” under Section 162(m) of the Code. 

(t) “**Performance Period**” means the period established by the Committee at the time any Performance Awardis granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured and must be met. 

(u) “**Plan**” shall mean the Amended and Restated PharMerica Corporation 2007 Omnibus Incentive Plan as thesame may be amended from time to time. 

(v) “**Restricted Stock**” shall mean any Share grantedunder Section 8. 

 

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(w) “**Restricted Stock Unit**” shall mean a contractual rightgranted under Section 8 that is denominated in Shares. Each Unit represents a right to receive the value of one Share (or a percentage of such value) upon the terms and conditions set forth in the Plan and the applicable Award Agreement. Awardsof Restricted Stock Units may include, without limitation, the right to receive dividend equivalents. 

(x)“**SAR**” or “**Stock Appreciation Right**” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share onthe date of exercise over (ii) the grant price of the right specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(d), shall not be lessthan the Fair Market Value of one Share on such date of grant of the right. 

(y) “**Service”**shall mean the active performance of services for the Company or an Affiliate by a person who is an employee or director of the Company or an Affiliate. 

(z) “**Shares**” shall mean shares of the common stock of the Company. 

(aa) “**Subsidiary**” shall mean a subsidiary of the Company within the meaning of Section 424(f) of theCode. 

(bb) “**Substitute Awards**” shall mean Awards granted in assumption of, or in substitutionfor, outstanding awards previously granted by a company acquired by the Company or with which the Company combines; provided that the terms and conditions of each such Substitute Award (including, without limitation, the exercise price and number ofShares subject to such Substitute Award) shall be determined in accordance with U.S. Department of Treasury Regulation §1.409A-1(b)(5)(v)(D). 

(cc) “**Voting Stock**” shall mean securities entitled to vote generally on the election of the Board.

SECTION 3. *Eligibility.*

(a) Any employee, member of the Board, consultant or other advisor of, or any other individual who provides services to,the Company or any Affiliate, shall be eligible to be selected to receive an Award under the Plan, except that Incentive Stock Options may be granted only to employees of the Company or a Subsidiary. 

(b) Holders of options and other types of awards granted by a company acquired by the Company or with which the Companycombines are eligible for grant of Substitute Awards hereunder. 

SECTION 4. *Administration.*

(a) The Plan shall be administered by the Committee. The Committee shall consist of not less than three directors. EachCommittee member shall be (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the Securities and Exchange Commission and the applicable stock exchange on which the Shares trade or arequoted and (ii) an outside director pursuant to Section 162(m) of the Code, and any regulations issued thereunder, in each case at such time as the Company becomes subject to the respective regulatory regime. The Board may designate one ormore directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. The Committee may delegate to one or more of the Committee’s members or to officers of the Company theauthority to exercise all duties and responsibilities of the Committee under the Plan, including those listed in Section 4(b) below or such of those duties and responsibilities as may be specified by the Committee, except that such delegationshall not be applicable to any Award for a person then covered by Section 16 of the Act. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine. 

(b) Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power andauthority to: (i) designate Participants; (ii) determine the type or types of Awards (including 

 

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Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are tobe calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) adopt form of Award Agreements; (vi) determine whether, to what extent, and under what circumstances Awards may be settled orexercised in cash, Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vii) correct any defect, supply anyomission or reconcile any inconsistency in or among the Plan, an Award or an Award Agreement; (viii) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable withrespect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, thePlan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (xi) make any other determination and take any other action thatthe Committee deems necessary or desirable for the administration of the Plan. 

(c) All decisions of theCommittee shall be final, conclusive and binding upon all parties, including the Company, the stockholders and the Participants. 

SECTION 5. *Shares Available for Awards.*

(a) Subject to adjustment as provided in Section 5(d) below, the maximum number of Shares available for deliveryunder the Plan is 7,237,000 Shares, less one Share for every Share that is subject to an Option or Stock Appreciation Right granted after December 31, 2009 and 1.65 Shares for every one Share subject to an award other than an Option or StockAppreciation Right granted after December 31, 2009. Subject to adjustment as provided in Section 5(d), the maximum number of Shares that may be subject to grant of Incentive Stock Options is 3,800,000 and no Participant may receive Optionsand SARs under the Plan in any fiscal year that relate to more than 650,000 Shares. 

(b) If afterDecember 31, 2009 any Shares subject to an Award under the Plan are forfeited, or an Award expires or is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cashsettlement, again be available for Awards under the Plan, in accordance with Section 5(e) below. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant underparagraph (a) of this Section: (i) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, or to satisfy any tax withholding obligation with respect to an Award, and (ii) Sharessubject to a Stock Appreciation Right that are not issued in connection with its stock settlement on exercise thereof and (iii) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options.

(c) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissuedShares or Shares acquired by the Company. 

(d) In the event of any dividend or other distribution (whether inthe form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuanceof warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affecting the Shares or the value thereof, such adjustments and other substitutions to the Plan and to the Awards areautomatic upon such dividend or other distribution and shall be equitable and appropriate taking into consideration the accounting and tax consequences, including such adjustments to: (i) the number and type of Shares (or other securities)which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a) and Section 10(c), (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and(iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder 

 

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of an outstanding Award; *provided, however*, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. 

(e) Any Shares that were previously subject to an Award that again become available for grant pursuant to this Sectionshall be added back to the share limit set forth in Section 5(a) as (i) one Share if such Shares were subject to Options or Stock Appreciation Rights granted under the Plan, and (ii) as 1.65 Shares if such Shares were subject toAwards other than Options or Stock Appreciation Rights granted under the Plan. 

(f) Shares underlyingSubstitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan. Additionally, in the event that the Company or any of its Subsidiaries acquires a pre-existing plan approved by stockholders of a company inconnection with an acquisition of that company (including, without limitation, by merger, stock purchase, asset purchase, or combination) and such plan is not adopted in contemplation of such acquisition, the shares available for grant pursuant tothe terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders ofcommon stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be madeafter the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination. 

SECTION 6. *Options.*

(a) The Committee is hereby authorized to grant Options to Participants with the terms and conditions set forth in thisSection 6 and with such additional terms and conditions as set forth in an Award Agreement, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: 

(b) The purchase price per Share under an Option shall be determined by the Committee; *provided*, *however*,that, except in the case of Substitute Awards, such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option. 

(c) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant thereof.

(d) The Committee shall determine the time or times at which an Option may be exercised in whole or in part.

(e) The Committee shall determine the method or methods by which, and the form or forms, including, withoutlimitation, cash, Shares, other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have beenmade. 

(f) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with theprovisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. 

(g) Each Option shall be evidenced by an Award Agreement which contains the terms and conditions of the Option asdetermined by the Committee. 

SECTION 7. *Stock Appreciation Rights*. 

(a) The Committee is hereby authorized to grant Stock Appreciation Rights (“**SARs**”) to Participants withterms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan. Each SAR shall be evidenced by an Award Agreement which includes the terms and conditions determined by the Committee. 

 

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(b) SARs may be granted hereunder to Participants either alone(“**freestanding**”) or in addition to other Awards granted under the Plan (“**tandem**”) and may, but need not, relate to a specific Option granted under Section 6. 

(c) Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafterbefore exercise or expiration of such Option. In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shallterminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise ortermination of the related Option exceeds the number of Shares not covered by the SAR. Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised. 

(d) A freestanding SAR shall not have a term of greater than 10 years or, unless it is a Substitute Award, an exerciseprice less than the Fair Market Value of the Share on the date of grant. 

SECTION 8. *Restricted Stock and Restricted StockUnits.*

(a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted StockUnits to Participants. Each Award of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement which shall set forth the conditions, if any, which will need to be satisfied before the grant will be effective and theconditions, if any, under which the Participant’s interest in the related Shares or the value of the Restricted Stock Units will be forfeited or become vested, including performance goals, if any, that must be achieved as a condition to vestingof the Restricted Stock Award or the Restricted Stock Unit. The Committee, in its discretion, may award (i) dividends with respect to Awards of Restricted Stock and (ii) dividend equivalents with respect to Awards of Restricted StockUnits; provided such dividends and/or dividend equivalents with respect to Awards of Restricted Stock and Restricted Stock Units which vest based on the achievement of performance goals shall be accumulated until such Award is earned and suchdividend and/or dividend equivalents shall not be paid if the performance goals are not satisfied. 

(b) Sharesof Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend orother right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. 

(c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deemappropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificateshall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. 

(d) The Committee may in its discretion, when it finds that a waiver would be in the best interests of the Company, waivein whole or in part any or all restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. 

(e) If the Committee intends that an Award under this Section 8 shall constitute or give rise to “qualifiedperformance based compensation” under Section 162(m) of the Code, such Award may be structured in accordance with the requirements of Section 10(c), including without limitation, the performance criteria and the Award limitation setforth therein, and any such Award shall be considered a Performance Award for purposes of the Plan. 

SECTION 9*. DeferredStock.*The Committee is authorized to grant Deferred Stock to Participants, subject to terms and conditions set forth in this Section 9 and with such additional terms and conditions, in either case

 

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not inconsistent with the provisions of the Plan, as the Committee shall determine. Each grant of Deferred Stock shall be evidenced by an Award Agreement which contains the terms and conditionsdetermined by the Committee. 

(a) Issuance of Shares will occur upon expiration of the deferral periodspecified for an Award of Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Deferred Stock shall be subject to such restrictions on transferability, risk of forfeiture and otherrestrictions, if any, as the Committee may impose, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements),separately or in combination, in installments or otherwise, and under such other circumstances as the Committee may determine at the date of grant or thereafter. Deferred Stock may be satisfied by delivery of Shares, other Awards, or a combinationthereof, as determined by the Committee at the date of grant or thereafter. 

(b) The Committee, in itsdiscretion, may award dividend equivalents with respect to Awards of Deferred Stock; provided such dividend equivalents with respect to Awards of Deferred Stock which vest based on the achievement of performance goals shall be accumulated until suchAward is earned and such dividend equivalents shall not be paid if the performance goals are not satisfied. 

SECTION 10.*Performance Awards.*

(a) The Committee is hereby authorized to grant Performance Awards to Participantswith terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan. Each grant of Performance Awards shall be evidenced by an Award Agreement which contains the terms and conditions determined by theCommittee. The Committee, in its discretion, may award dividend equivalents with respect to Performance Awards; provided such dividend equivalents with respect to Performance Awards shall be accumulated until such Performance Award is earned andsuch dividend equivalents shall not be paid if the performance goals are not satisfied. 

(b) Performance Awardsmay be denominated as a cash amount, number of Shares, or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that anyother Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by theCommittee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during anyPerformance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee and set forth in theAward Agreement. 

(c) Every Performance Award shall, if the Committee intends that such Award should constitute“qualified performance-based compensation” for purposes of Section 162(m) of the Code, include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a performance periodor periods, as determined by the Committee, of a level or levels of, or increases in, in each case as determined by the Committee, one or more performance measures with respect to the Company, any Subsidiary and/or any business unit of the Companyor any Subsidiary, including without limitation the following: return on equity or average equity, diluted earnings per share, total earnings, earnings growth, return on capital or average capital or invested capital, return on assets or net assets,earnings before interest and taxes, EBITDA, EBITDA minus capital expenditures, sales or sales growth, customer or customer growth, traffic, revenue or revenue growth, income or net income, net income before share-based payments, gross margin returnon investment, increase in the fair market value of common stock, share price (including, but not limited to, growth measures and total stockholder return), operating profit, gross profit, net earnings, cash flow (including, but not limited to,operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), capital 

 

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expenditures, operating expenses, selling, general and administrative expenses, operating income or net operating income, return on investment, inventory turns, return on sales, financial returnratios, total return to stockholders, market share, earnings measures/ratios, economic value added (EVA), balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value, or expense targets, customersatisfaction surveys and productivity. The Committee may also exclude charges related to an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations,extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (c) the cumulative effectsof tax or accounting changes in accordance with U.S. generally accepted accounting principles. Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peercompanies, a financial market index, or other acceptable objective and quantifiable indices. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which theCompany conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as theCommittee deems appropriate and equitable. Performance measures may vary from Performance Award to Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.For any Award subject to any the pre-established formula described herein, the maximum number of shares subject to any such Award denominated in Shares granted in any fiscal year to a Participant shall be 500,000 Shares, subject to adjustment asprovided in Section 5(d), and the maximum amount earned in respect of a Performance Award denominated in cash or value other than Shares on an annualized fiscal year basis with respect to any Participant shall be $5,000,000. The Committee shallhave the power to impose such other restrictions on Awards subject to this Section 10(c) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within themeaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto. Notwithstanding any provision of the Plan to the contrary, the Committee shall not be authorized to increase the amount payable under any Award to which thisSection 10(c) applies upon attainment of such pre-established formula. 

(d) Settlement of PerformanceAwards shall be in cash, Shares, other Awards or other property, or a combination thereof, in the discretion of the Committee as set forth in the applicable Award Agreement. Performance Awards will be distributed only after the end of the relevantPerformance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a CoveredEmployee in respect of a Performance Award subject to paragraph (c) above. Any settlement which changes the form of payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awardsdo not, solely for that reason, fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeitedin the event of termination of employment by the Participant. 

SECTION 11. *Other Stock-Based Awards.* The Committee isauthorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that mayinfluence the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance ofthe Company or business units thereof or any other factors designated by the Committee. The Committee shall determine the terms and conditions of such Awards and such terms and conditions shall be contained in an Award Agreement which evidences suchAward. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation,cash, Shares, other Awards, notes, 

 

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or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 11. TheCommittee, in its discretion, may award dividend equivalents with respect to Awards granted pursuant to this Section 11; provided such dividend equivalents with respect to such Awards which vest based on the achievement of performance goalsshall be accumulated until such Award is earned and such dividend equivalents shall not be paid if the performance goals are not satisfied. 

SECTION 12. *Effect of Termination of Service on Awards.* The Committee may provide, by rule or regulation or in any AwardAgreement, or may determine in any individual case, the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event a Participant ceases to provide Service to the Company or any Affiliate prior to the end of aperformance period or exercise or settlement of such Award; provided that, to the extent such Award is subject to Section 409A of the Code, the Committee’s determination provided for in this Section 12 shall comply withSection 409A of the Code and the regulations promulgated thereunder. 

SECTION 13. *General Provisions Applicable toAwards.*

(a) Awards shall be granted for no cash consideration or for such minimal cash consideration asmay be required by applicable law. 

(b) Awards may, in the discretion of the Committee, be granted either aloneor in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan ofthe Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards. 

(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or paymentof an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, ininstallments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest oninstallment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. 

(d) Except as may be permitted by the Committee pursuant to this Section 13(d) or Section 13(e), (i) noAward and no right under any Award shall be encumbered, assignable, alienable, saleable or transferable by a Participant otherwise than by will or the laws of descent and distribution and (ii) each Award, and each right under any Award, shallbe exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. To the extent permitted by the Committee, a Participant may assign ortransfer an Award to (i) the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of theParticipant or the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners, members or shareholders or(iv) to a charity or charitable trust,. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the termsthereof. 

(e) A Participant may designate a Beneficiary or change a previous beneficiary designation at suchtimes prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose. If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rightsthat are available under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s estate. 

(f) All certificates for Shares and/or Shares or other securities delivered under the Plan pursuant to any Award or theexercise thereof shall be subject to such stop transfer orders and other restrictions as the 

 

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Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or othersecurities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 

(g) The applicable Award Agreement shall provide whether, upon a Change in Control, outstanding Options shall become fullyexercisable and/or vested and outstanding Awards (other than Options) shall become fully vested and/or payable. To the extent not provided in the applicable Award Agreement, the Committee shall determine the treatment of outstanding Awards inconnection with any transaction or transactions resulting in a Change in Control after giving due consideration to the federal income tax consequences, if any, under Section 409A of the Code arising from such treatment. 

(h) The Committee may impose restrictions on any Award with respect to non-competition, confidentiality and otherrestrictive covenants, as it deems necessary in its sole discretion. 

SECTION 14. *Amendments and Termination.*

(a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an AwardAgreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; *provided, however,* that no such amendment, alteration, suspension, discontinuation or termination shall bemade without (i) stockholder approval if such approval is required by the listed company rules of the stock exchange, if any, on which the Shares are principally traded or quoted or required to comply with Rule 16b-3 of the Act andSection 162(m) or 422 of the Code, or (ii) the consent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration,suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary herein, the Committee mayamend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations. 

(b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue orterminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, *provided, however,* that no such action shall adversely affect the rights of anyaffected Participant or holder or beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or taxrules and regulations; and *provided further* that, except as provided in Section 5(d), no such action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exerciseprice of any Award established at the time of grant thereof, or result in the cancellation of an Option or Stock Appreciation Right with a purchase or exercise price per share that exceeds the Fair Market Value of one Share in exchange for cash oranother Award and *provided further*, that the Committee’s authority under this Section 14(b) is limited in the case of Awards subject to Section 10(c), as set forth in Section 10(c). 

(c) Except as noted in Section 10(c), the Committee shall be authorized to make adjustments in the terms andconditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, or of changes in applicablelaws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d) Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may causeany Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award, except that (i) the Committee shallgive due consideration to the federal income tax consequences 

 

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arising under Section 409A of the Code prior to taking any such action and (ii) this Section 14(d) shall not be interpreted to permit any transaction that is prohibited by thesecond proviso of Section 14(b) relating to the direct or indirect repricing of Awards. 

(e) The Committeemay correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect. 

SECTION 15. *Miscellaneous.*

(a) No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is noobligation for uniformity of treatment of employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shallbe a one-time Award which does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants hereunder. 

(b) A Participant granted an Award shall have no rights as a stockholder of the Company with respect to such Award unlessand until such time as certificates of book-entry shares for the Shares underlying the Award are registered in such Participant’s name in the Company’s stock records. The right of any Participant to receive payment with respect to an Awardby virtue of participation in the Plan shall be no greater than the right of any of the Company’s unsecured general creditors. 

(c) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Awardor under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities or other Awards) of any federal, state and local withholding taxes due in respect of an Award, its exercise, or anypayment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of theCompany to satisfy all obligations for the payment of such taxes. 

(d) Nothing contained in the Plan shallprevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. 

(e) The Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive lawsof the State of Delaware and construed accordingly, to the extent not superseded by applicable federal law. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provideservices to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any AwardAgreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award. 

(f) If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in anyjurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be soconstrued or deemed amended without, in the determination of the Committee, 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 anysuch Award shall remain in full force and effect. 

(g) Neither the Plan nor any Award shall create or beconstrued to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award,such right shall be no greater than the right of any unsecured general creditor of the Company. 

 

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(h) No fractional Shares shall be issued or delivered pursuant to the Planor any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwiseeliminated. 

SECTION 16. *Effective Date of the Plan.* The Plan was originally effective as of July 12, 2007. Theeffective date of this amendment and restatement of the Plan shall be May 26, 2010. 

SECTION 17. *Term of the Plan.*No Award shall be granted under the Plan following the tenth year anniversary of the earlier of (a) the date the amended and restated Plan is adopted by the Board, or (b) the date the amended and restated Plan is approved by thestockholders of the Company. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust,suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date. 

SECTION 18. *Section 409A of the Code.* With respect to Awards subject to Section 409A of the Code, the Plan is intendedto comply with the requirements of Section 409A, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of Section 409A and the related regulations, and the Plan shall be operated accordingly. If anyprovision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. 

 

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