exv10w87






EXHIBIT
10.87




DIODES INCORPORATED

2001 OMNIBUS EQUITY INCENTIVE PLAN

(As Amended December 22, 2008)





	 	 	 	Diodes Incorporated, a Delaware corporation (the “Company”), by action of its Board
of Directors, hereby adopt the Diodes Incorporated 2001 Omnibus Equity Incentive Plan
(the “Plan”) with the following provisions:
	 
	 	1.	 	Purpose The purpose of the Plan is to promote and advance the interests of the
Company and its stockholders by enabling the Company and its Subsidiaries to attract,
retain and motivate officers, directors, employees and independent contractors by
providing for performance-based benefits, and to strengthen the mutuality of
interests between such persons and the Company’s stockholders. The Plan is designed
to meet this intent by offering performance-based stock and cash incentives and other
equity-based incentive awards, thereby providing a proprietary interest in pursuing
the long-term growth, profitability and financial success of the Company.
	 
	 	2.	 	Definitions For purposes of this Plan, the following terms shall have the meanings
set forth below:





               “Affiliate” shall mean any parent or subsidiary (as defined in Sections 424(e) and (f) of the
Code) of the Company.



               “Award” means an award or grant made to a Participant under Sections 6 through 10, inclusive,
of the Plan.



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



               “Change in Control” means the occurrence of any one (or more) of the following events:




	 	(i)	 	Any person, including a group as defined in Section 13(d)(3) of
the Exchange Act, becomes the beneficial owner of stock of the Company with
respect to which twenty-five percent (25%) or more of the total number of votes
for the election of the Board may be cast;
	 
	 	(ii)	 	As a result of, or in connection with, any cash tender offer,
exchange offer, merger or other business combination, sale of assets or
contested election, or combination of the foregoing, persons who were directors
of the Company just prior to such event shall cease to constitute a majority of
the Board;
	 
	 	(iii)	 	The stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to be an
independent publicly owned corporation or for a sale or other disposition of all
or substantially all the assets of the Company; or
	 
	 	(iv)	 	A tender offer or exchange offer is made for the shares of the
Common Stock (other than one made by the Company) and the shares of the Common
Stock are acquired thereunder.





               Notwithstanding the foregoing, the formation of a holding company for the Company in which the
stockholdings of the holding company after its formation are substantially the same as for the
Company prior to the holding company formation does not constitute a Change in Control for purposes
of this Plan.



               “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or
any successor thereto, together with rules, regulations and authoritative interpretations
promulgated thereunder.



               “Committee” means the committee of the Board that is provided for in Section 3 of the Plan.



               “Common Stock” means the common stock of the Company or any security of the Company issued in
substitution, exchange or lieu thereof.



               “Company” means Diodes Incorporated, a Delaware corporation.



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               “Consultant” means any natural person who performs bona fide services for the Company or an
Affiliate as a consultant or advisor, excluding Employees and Non-Employee Directors.



               “Date of Grant” means the date the Committee (or the Board, as the case may be) takes formal
action designating that a Participant shall receive an Award, notwithstanding the date the
Participant accepts the Award, the date the Company and the Participant enter into a written
agreement with respect to the Award, or any other date.



               “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.



               “Employee” means any individual who is a common-law employee of the Company or an Affiliate.



               “Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time
to time, or any successor thereto.



               “Fair Market Value” means on any given date, the closing price for the Common Stock on such
date, or, if the Common Stock was not traded on such date, on the next preceding day on which the
Common Stock was traded, determined in accordance with the following rules:




	 	(i)	 	If the Common Stock is admitted to trading or listing on a
national securities exchange registered under the Exchange Act, the closing
price for any day shall be the last reported sale price, or in the case no such
reported sale takes place on such date, the average of the last reported bid and
ask prices, in either case on the principal national securities exchange on
which the Common Stock is admitted to trading or listed;
	 
	 	(ii)	 	If not listed or admitted to trading on any national securities
exchange, the last sale price of the Common Stock on the National Association of
Securities Dealers Automated Quotation National Market System (“NMS”) or, in the
case no such reported sale takes place, the average of the closing bid and ask
prices on such date;
	 
	 	(iii)	 	If not quoted on the NMS, the average of the closing bid and ask
prices of the Common Stock on the National Association of Securities Dealers
Automated Quotation System (“NASDAQ”) or any comparable system; or
	 
	 	(iv)	 	If the Common Stock is not listed on NASDAQ or any comparable
system, the closing bid and ask prices as furnished by any member of the
National Association of Securities Dealers, Inc., selected from time to time by
the Committee for that purpose.





               “Incentive Stock Option” means any Stock Option granted pursuant to the provisions of Section
6 of the Plan that is intended to be and is specifically designated as an “incentive stock option”
within the meaning of Section 422 of the Code.



               “Non-Employee Director” means a non-Employee member of the Board.



               “Non-Qualified Stock Option” means any Stock Option granted pursuant to the provisions of
Section 6 of the Plan that is not an Incentive Stock Option.



               “Optioned Stock” means the shares of Common Stock that are subject to a Stock Option.



               “Participant” means an Employee, Non-Employee Director, or Consultant of the Company or a
Subsidiary who is granted an Award under the Plan.



               “Performance Award” means an Award granted pursuant to the provisions of Section 9 of the
Plan, the vesting of which is contingent on the attainment of specified performance criteria.



               “Performance Share Grant” means an Award of units representing shares of Common Stock granted
pursuant to the provisions of Section 9 of the Plan.



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               “Performance Unit Grant” means an Award of monetary units granted pursuant to the provisions
of Section 9 of the Plan.



               “Plan” means this Diodes Incorporated 2001 Omnibus Equity Incentive Plan, as set forth herein
and as it may be hereafter amended and from time to time in effect.



               “Qualified Note” means a recourse note, with a fixed market rate of interest, that may, at the
discretion of the Committee, be secured by the Optioned Stock or otherwise.



               “Restricted Award” means an Award granted pursuant to the provisions of Section 8 of the Plan.



               “Restricted Stock Grant” means an Award of shares of Common Stock granted pursuant to the
provisions of Section 8 of the Plan.



               “Restricted Unit Grant” means an Award of units representing shares of Common Stock granted
pursuant to the provisions of Section 8 of the Plan.



               “Service” means the performance of services for the Company (or any Affiliate) by an Employee,
Non-Employee Director, or Consultant, as determined by the Committee in its sole discretion.
Service shall not be considered interrupted in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the Company and any
Affiliate, or any successor. A leave of absence approved by the Company shall include sick leave,
military leave, or any other personal leave approved by an authorized representative of the
Company. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract, including Company
policies. If reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Optionee shall
cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a
Non-Qualified Stock Option.



               “Stock Appreciation Right” means an Award to benefit from the appreciation of Common Stock
granted pursuant to the provisions of Section 7 of the Plan.



               “Stock Option” means an Award to purchase shares of Common Stock granted pursuant to the
provisions of Section 6 of the Plan.



               “Subsidiary” means any corporation or entity which is a subsidiary of the Company within the
meaning of Section 424(f) of the Code.



               “Ten Percent Stockholder” means a person who owns stock (after taking into account the
constructive ownership rules of Section 424(d) of the Code) possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company (or any Affiliate).



               “Termination Date” means the date on which a Participant’s Service terminates, as determined
by the Committee in its sole discretion.




	 	3.	 	Administration.
	 
	 	(a)	 	The Plan shall be administered by a committee appointed by the Board. The
Committee shall be comprised solely of not less than two persons who are “outside
directors” within the meaning of Section 162(m)(4)(C) of the Code and “non-employee
directors” within the meaning of Rule 16b-3 of the Exchange Act. Members of the
Committee shall serve at the pleasure of the Board and the Board may from time to time
remove members from, or add members to, the Committee. No person who is not an
“outside director” within the meaning of Section 162(m)(4)(C) of the Code and a
“non-employee director” within the meaning of Rule 16b-3 of the Exchange Act may serve
on the Committee. Appointment to the Committee of any person who is not an “outside
director” and a “non-employee director” shall automatically be null
and void, and any person on the Committee who ceases to be an “outside director” and
a “non-employee director” shall automatically and without further action cease to be
a member of the Committee.




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	 	(b)	 	A majority of the members of the Committee shall constitute a quorum for the
transaction of business. Action approved in writing by a majority of the members of
the Committee then serving shall be as effective as if the action had been taken by
unanimous vote at a meeting duly called and held.
	 
	 	(c)	 	The Committee is authorized to construe and interpret the Plan, to promulgate,
amend, and rescind rules and procedures relating to the implementation of the Plan, and
to make all other determinations necessary or advisable for the administration of the
Plan. Any determination, decision, or action of the Committee in connection with the
construction, interpretation, administration, or application of the Plan shall be
binding upon all Participants and any person claiming under or through any Participant.
Although the Committee is anticipated to make certain Awards that constitute
“performance-based compensation” within the meaning of Section 162(m)(4)(C) of the
Code, the Committee is also expressly authorized to make Awards that do not constitute
“performance-based compensation” within the meaning of that provision. By way of
example, and not by way of limitation, the Committee, in its sole and absolute
discretion, may issue an Award that is not based on a performance goal, as set forth in
(i) below, but is based solely on continued service to the Company.
	 
	 	(d)	 	The Committee may employ or retain persons other than members of the Committee
to assist the Committee to carry out its responsibilities under such conditions and
limitations as it may prescribe, except that the Committee may not delegate its
authority with regard to selection for participation of and the granting of Awards to
persons subject to Section 16 of the Exchange Act or with regard to any of its duties
under Section 162(m) of the Code necessary for awards under this Plan to qualify as
“performance-based compensation” for purposes of Section 162(m)(4)(C) of the Code.
	 
	 	(e)	 	The Committee is expressly authorized to make such modifications to the Plan as
are necessary to effectuate the intent of the Plan as a result of any changes in the
income tax, accounting, or securities law treatment of Participants and the Plan.
	 
	 	(f)	 	The Company shall effect the granting of Awards under the Plan in accordance
with the determinations made by the Committee, by execution of instruments in writing
in such form as approved by the Committee.
	 
	 	(g)	 	The Committee may not increase an Award once granted, although it may grant
additional Awards to the same Participant.
	 
	 	(h)	 	The Committee shall keep the Board informed as to its actions and make
available to the Board its books and records. Although the Committee has the authority
to establish and administer the Plan, the Board reserves the right at any time to
abolish the Committee and administer the Plan itself.
	 
	 	(i)	 	In the case of an Award that is intended to qualify as “performance-based
compensation” for purposes of Code Section 162(m)(4)(C), the Committee shall establish
in writing at the time of making the Award the business criterion or criteria that must
be satisfied for payment pursuant to the Award and the amount payable upon satisfaction
of those standards. Those standards are also referred to herein as performance goals.
Such criterion or criteria shall be established prior to the Participant rendering the
services to which they relate and while the outcome is substantially uncertain or at
such other time permitted under Treasury Regulations Section 1.162-27(e)(2). In
carrying out these duties, the Committee shall use objective written standards for
establishing both the performance goal and the amount of compensation such that a third
party with knowledge of the relevant facts would be able to determine whether and to
what extent the goal has been satisfied and the amount of compensation payable. The
Committee shall provide a copy of the document setting forth such standards to the
affected Participant and shall retain such written material in its permanent books and
records.
	 
	 	(j)	 	In the case of remuneration that is intended to qualify as “performance-based
compensation” for purposes of Code Section 162(m)(4)(C), other than Performance Awards
granted pursuant to Section 9 of the Plan, the Committee and the Board shall disclose
to the stockholders of the Company the material terms under which such remuneration is
to be paid under the Plan, and shall seek approval of the stockholders by a
majority vote in a separate stockholder vote before payment of such remuneration.
For these purposes, the material terms include the individuals (or class of
individuals) eligible to receive such compensation, a description of the business
criterion or criteria on which the performance goal is based, either the maximum




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	 	 	 	amount of the compensation to be paid thereunder or the formula used to calculate the
amount of compensation if the performance goal is attained, and such other terms as
required under Code Section 162(m)(4)(C) and the Treasury Regulations thereunder
determined from time to time. The foregoing actions shall be undertaken in
conformity with the rules of Code Section 162(m)(4)(C)(ii) and Treasury Regulations
promulgated thereunder. Such remuneration shall not be payable under this Plan in
the absence of such an approving stockholder vote. In the case of remuneration that
is not intended to qualify as performance-based compensation under Code Section
162(m)(4)(C), the Committee and the Board shall make such disclosures to and seek
such approval from the stockholders of the Company as they reasonably determine are
required by law.






	 	(k)	 	To the extent required under Code Section 162(m)(4)(C), before any payment of
remuneration under this Plan, the Committee must certify in writing that the
performance goals and any other material terms of the Award were in fact satisfied.
Such certification shall be kept with the permanent books and records of the Committee,
and the Committee shall provide the affected Participant with a copy of such
certification.
	 
	 	(l)	 	The Committee shall use its good faith best efforts to comply with the
requirements of Section 162(m)(4)(C) of the Code for Awards that are intended to
qualify under that section as “performance-based compensation,” but shall have no
liability to the Company or any recipient in the event one or more Awards do not so
qualify.
	 
	 	4.	 	Duration of and Common Stock Subject to the Plan.
	 
	 	(a)	 	Term. The Plan shall become effective as of June 11, 2001, the date of
its adoption by the Board, subject to ratification by the stockholders of the Company
within twelve (12) months after the effective date. In the event that the stockholders
of the Company do not ratify the Plan within twelve (12) months after the effective
date, any Awards granted pursuant to the Plan shall be rescinded automatically. Unless
sooner terminated by the Board, the Plan shall continue until June 11, 2011, one day
prior to the tenth (10th) anniversary of the Plan’s effective date, when it shall
terminate and no Awards may be granted under the Plan thereafter. The termination of
the Plan shall not affect the Awards that are outstanding on the termination date.
	 
	 	(b)	 	Shares of Common Stock Subject to the Plan. The maximum total number
of shares of Common Stock with respect to which aggregate stock Awards may be granted
under the Plan shall be five million eight hundred eighty-three thousand two hundred
seventeen (5,883,217). Notwithstanding the foregoing, the maximum number of shares of
Common Stock which may be issued pursuant to Incentive Stock Options under this Plan
may not exceed five million eight hundred eighty-three thousand two hundred seventeen
(5,883,217).






	 	(i)	 	All of the amounts stated in this Paragraph (b) are subject to
adjustment as provided in Section 15 below.
	 
	 	(ii)	 	For the purpose of computing the total number of shares of Common
Stock available for Awards under the Plan, there shall be counted against the
foregoing limitations the number of shares of Common Stock subject to issuance
upon exercise or used for payment or settlement of Awards, subject to clauses
(iv), (v) and (vi) of this Paragraph (b).
	 
	 	(iii)	 	If any Awards are forfeited, terminated, expire unexercised,
settled or paid in cash in lieu of stock or exchanged for other Awards, the
shares of Common Stock which were theretofore subject to such Awards shall again
be available for Awards under the Plan to the extent of such forfeiture or
expiration of such Awards.
	 
	 	(iv)	 	Each share of Common Stock subject to issuance under any award,
other than options or Stock Appreciation Rights, shall be counted against the
foregoing limitations as 1.52 shares.
	 
	 	(v)	 	To the extent a Stock Appreciation Right is settled for shares of
Common Stock, the number of shares used for determining the benefit under such
Stock Appreciation Right, to the extent exercised, shall be counted against the
foregoing limitations, regardless of the number of shares used to settle the
Stock Appreciation Right upon such exercise.




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	 	(vi)	 	To the extent a Stock Option is exercised on a cashless basis,
the number of shares of Common Stock issued upon such exercise, plus the number
of shares of Common Stock retained by the Company, shall be counted against the
foregoing limitations.






	 	(c)	 	Source of Common Stock. Common Stock which may be issued under the
Plan may be either authorized and unissued stock or issued stock which have been
reacquired by the Company. No fractional shares of Common Stock shall be issued under
the Plan.
	 
	 	5.	 	Eligibility Incentive Stock Options may only be granted to Employees of the Company
or a Subsidiary. Employees, Non-Employee Directors, and Consultants of the Company
or a Subsidiary are eligible to receive Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Awards, Performance Awards and other Awards under the
Plan.
	 
	 	6.	 	Stock Options Stock options granted under the Plan may be in the form of Incentive
Stock Options or Non-Qualified Stock Options (collectively referred to as “Stock
Options”). Stock Options shall be subject to the terms and conditions set forth
below. Each written Stock Option agreement shall contain such additional terms and
conditions, not inconsistent with the express provisions of the Plan, as the
Committee shall deem desirable.
	 
	 	(a)	 	Grant. Stock Options shall be granted under the Plan on such terms and
conditions not inconsistent with the provisions of the Plan and pursuant to written
agreements with the Participant in such form as the Committee may from time to time
approve in its sole and absolute discretion. The terms of individual Stock Option
agreements need not be identical. Each Stock Option agreement shall state specifically
whether it is intended to be an Incentive Stock Option agreement or a Non-Qualified
Stock Option agreement. Stock Options may be granted alone or in addition to other
Awards under the Plan. No person may be granted (in any calendar year) options to
purchase more than one-hundred thousand (100,000) shares of Common Stock (subject to
adjustment pursuant to Section 15 below). The foregoing sentence is an annual
limitation on grants and not a cumulative limitation.
	 
	 	(b)	 	Exercise Price. Except as otherwise provided for in Paragraph (f)
below, the exercise price per share of Common Stock purchasable under a Stock Option
shall be determined by the Committee at the time of grant; provided, however, that the
exercise price per share may not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the Date of Grant of such Stock Option.
	 
	 	(c)	 	Option Term. The term of each Stock Option shall be fixed by the
Committee. However, the term of any Stock Option shall not exceed ten (10) years after
the Date of Grant of such Stock Option.
	 
	 	(d)	 	Exercisability. A Stock Option shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the Committee
at the Date of Grant and set forth in the written Stock Option agreement. A written
Stock Option agreement may, if permitted pursuant to its terms, become exercisable in
full upon the occurrence of events selected by the Committee that are beyond the
control of the Participant (including, but not limited to, a Change in Control).
	 
	 	(e)	 	Method of Exercise. A Stock Option may be exercised, in whole or in
part, by giving written notice of exercise to the Committee specifying the number of
shares of Common Stock to be purchased. Such notice shall be accompanied by payment in
full of the exercise price (i) in cash or (ii) if acceptable to the Committee, in
shares of Common Stock or a Qualified Note. The Committee may also permit
Participants, either on a selective or aggregate basis, to simultaneously exercise
Stock Options and sell the shares of Common Stock thereby acquired, pursuant to a
brokerage or similar arrangement, approved in advance by the Committee, and use the
proceeds from such sale as payment of part or all of the exercise price of such
shares; provided, however, that such payment of the exercise price would not cause
the Company to recognize compensation expense for financial reporting purposes. The
Committee may also permit a cashless exercise, subject to any conditions or
limitations that the Committee may establish.
	 
	 	(f)	 	Special Rules for Incentive Stock Options. The terms specified below
shall be applicable to all Incentive Stock Options. Stock Options which are
specifically designated as Non-Qualified Stock Options when issued under the Plan shall
not be subject to the terms of this Paragraph.




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	 	(i)	 	Ten Percent Stockholder. If any Employee to whom an
Incentive Stock Option is granted is a Ten Percent Stockholder, then the
exercise price of the Incentive Stock Option shall not be less than one hundred
and ten percent (110%) of the Fair Market Value of the Common Stock on the Date
of Grant of such Incentive Stock Option, and the term of the Incentive Stock
Option shall not exceed five (5) years measured from the Date of Grant of such
option.
	 
	 	(ii)	 	Dollar Limitation. In the case of an Incentive Stock
Option, the aggregate Fair Market Value of the Optioned Stock (determined as of
the Date of Grant of each Stock Option) with respect to Stock Options granted to
any Employee under the Plan (or any other option plan of the Company or any
Affiliate) that may for the first time become exercisable as Incentive Stock
Options during any one calendar year shall not exceed the sum of one hundred
thousand dollars ($100,000). To the extent the Employee holds two or more such
Stock Options which become exercisable for the first time in the same calendar
year, the foregoing limitation on the exercisability of such Stock Options as
Incentive Stock Options shall be applied on the basis of the order in which such
Stock Options are granted. Any Stock Options in excess of such limitation shall
automatically be treated as Non-Qualified Stock Options.






	 	(g)	 	Without the approval of the stockholders of the Company, Stock Options and
Stock Appreciation Rights granted under the Plan will not be repriced, replaced or
regranted through cancellation, or by lowering the exercise price of a previously
granted Award.
	 
	 	7.	 	Stock Appreciation Rights The grant of Stock Appreciation Rights under the Plan
shall be subject to the following terms and conditions. Furthermore, the Stock
Appreciation Rights shall contain such additional terms and conditions, not
inconsistent with the express terms of the Plan, as the Committee shall deem
desirable. The terms of each Stock Appreciation Right granted shall be set forth in
a written agreement between the Company and the Participant receiving such grant.
The terms of such agreements need not be identical.
	 
	 	(a)	 	Stock Appreciation Rights. A Stock Appreciation Right is an Award
determined by the Committee entitling a Participant to receive an amount equal to the
excess of the Fair Market Value of a share of Common Stock on a fixed date, which shall
be the date concluding a measuring period set by the Committee upon granting the Stock
Appreciation Right, over the Fair Market Value of a share of Common Stock on the Date
of Grant of the Stock Appreciation Right, multiplied by the number of shares of Common
Stock subject to the Stock Appreciation Right. No Stock Appreciation Rights granted in
any calendar year to any person may be measured by an amount of shares of Common Stock
in excess of one hundred thousand (100,000) shares, subject to adjustment under Section
15 below. The foregoing sentence is an annual limitation on grants and not a
cumulative limitation.
	 
	 	(b)	 	Grant. A Stock Appreciation Right may be granted in addition to or
completely independent of any other Award under the Plan. Upon grant of a Stock
Appreciation Right, the Committee shall select and inform the Participant regarding the
number of shares of Common Stock subject to the Stock Appreciation Right and the date
that constitutes the close of the measuring period.
	 
	 	(c)	 	Measuring Period. A Stock Appreciation Right shall accrue in value
from the Date of Grant over a time period established by the Committee. In the written
Stock Appreciation Right agreement, the Committee may also provide (but is not required
to provide) that a Stock Appreciation Right shall be automatically payable on one or
more specified dates prior to the normal end of the measuring period upon the
occurrence of events selected by the Committee (including, but not limited to, a Change
in Control) that are beyond the control of the Participant. The Committee may provide
(but is not required to provide) in the
Stock Appreciation Right agreement that in the case of a cash payment such
acceleration in payment shall also be subject to discounting of the payment to
reasonably reflect the time value of money using any reasonable discount rate
selected by the Committee in accordance with Treasury Regulations under Code Section
162(m).
	 
	 	(d)	 	Form of Payment. Payment pursuant to a Stock Appreciation Right may be
made (i) in cash, (ii) in shares of Common Stock, or (iii) in any combination of the
above, as the Committee shall determine in its sole and absolute discretion. The
Committee may elect to make this determination either at the time the Stock
Appreciation Right is granted, at the time of payment or at any time in between such
dates. However, any 




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	 	 	 	Stock Appreciation Right paid upon or subsequent to the occurrence of a Change in Control shall be paid in cash.






	 	8.	 	Restricted Awards Restricted Awards granted under the Plan may be in the form of
either Restricted Stock Grants or Restricted Unit Grants. Restricted Awards shall be
subject to the following terms and conditions. Furthermore, the Restricted Awards
shall be pursuant to a written agreement executed both by the Company and the
Participant, which agreement shall contain such additional terms and conditions, not
inconsistent with the express provisions of the Plan, as the Committee shall deem
desirable in its sole and absolute discretion. The terms of such written agreements
need not be identical.
	 
	 	(a)	 	Restricted Stock Grants. A Restricted Stock Grant is an Award of
shares of Common Stock transferred to a Participant subject to such terms and
conditions as the Committee deems appropriate, as set forth in Paragraph (d) below.
	 
	 	(b)	 	Restricted Unit Grants. A Restricted Unit Grant is an Award of units
(with each unit having a value equivalent to one share of Common Stock) granted to a
Participant subject to such terms and conditions as the Committee deems appropriate,
including, without limitation, the requirement that the Participant forfeit all or a
portion of such units upon termination of Service for specified reasons within a
specified period of time, and restrictions on the sale, assignment, transfer or other
disposition of such units.
	 
	 	(c)	 	Grants of Awards. Restricted Awards may be granted under the Plan in
such form and on such terms and conditions as the Committee may from time to time
approve. Restricted Awards may be granted alone or in addition to other Awards under
the Plan. Subject to the terms of the Plan, the Committee shall determine the number
of Restricted Awards to be granted to a Participant and the Committee may impose
different terms and conditions (including performance goals) on any particular
Restricted Award made to any Participant. Each Participant receiving a Restricted
Stock Grant shall be issued a stock certificate in respect of such shares of Common
Stock. Such certificate shall be registered in the name of such Participant, shall be
accompanied by a stock power duly executed by such Participant, and shall bear an
appropriate legend referring to the terms, conditions and restrictions applicable to
such Award. The certificate evidencing the shares shall be held in custody by the
Company until the restrictions imposed thereon shall have lapsed or been removed. No
person may be granted (in any calendar year) Restricted Awards that are intended to
constitute “performance-based compensation” within the meaning of Section 162(m)(4)(C)
of the Code, totaling or measured by more than one-hundred thousand (100,000) shares of
Common Stock (subject to adjustment pursuant to Section 15 below). The foregoing
sentence is an annual limitation on grants and not a cumulative limitation.
	 
	 	(d)	 	Restriction Period. Restricted Awards shall provide that in order for
a Participant to vest in such Awards, the Participant must continuously provide
Services, subject to relief for specified reasons, for such period as the Committee may
designate at the time of the Award (“Restriction Period”). If the Committee so
provides in the written agreement with the Participant, a Restricted Award may also be
subject to satisfaction of such performance goals as are set forth in such agreement.
During the Restriction Period, a Participant may not sell, assign, transfer, pledge,
encumber, or otherwise dispose of shares of Common Stock received under a Restricted
Stock Grant. The Committee, in its sole discretion, may provide for the lapse of
restrictions during the Restriction Period upon the occurrence of events selected by
the Committee that are beyond the control of the Participant (including, but not
limited to, a Change in Control). The Committee may provide (but is not required to
provide) in the written agreement with the recipient that in the case of a cash payment
such acceleration in payment shall also be subject to discounting of the payment
to reasonably reflect the time value of money using any reasonable discount rate
selected by the Committee in accordance with Treasury Regulations under Code Section
162(m). Upon expiration of the applicable Restriction Period (or lapse of
restrictions during the Restriction Period where the restrictions lapse in
installments or by action of the Committee), the Participant shall be entitled to
receive his or her Restricted Award or portion thereof, as the case may be.
	 
	 	(e)	 	Payment of Awards. A Participant who receives a Restricted Stock Grant
shall be paid solely by release of the restricted stock at the termination of the
Restriction Period (whether in one payment, in installments or otherwise). A
Participant shall be entitled to receive payment for a Restricted Unit Grant (or
portion thereof) in an amount equal to the aggregate Fair Market Value of the shares of
Common Stock covered by such Award upon the expiration of the applicable Restriction
Period. Payment in settlement of a Restricted 




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	 	 	 	Unit Grant shall be made as soon as
practicable but in no event later than sixty (60) days following the conclusion of the
specified Restriction Period (i) in cash, (ii) in shares of Common Stock, or (iii) in
any combination of the above, as the Committee shall determine in its sole and absolute
discretion. The Committee may elect to make this determination either at the time the
Award is granted, at the time of payment or at any time in between such dates.






	 	(f)	 	Rights as a Stockholder. A Participant shall have, with respect to the
shares of Common Stock received under a Restricted Stock Grant, all of the rights of a
stockholder of the Company, including the right to vote the stock, and the right to
receive any cash dividends. Such cash dividends shall be withheld, however, until
their release upon lapse of the restrictions under the Restricted Award. Stock
dividends issued with respect to the shares covered by a Restricted Stock Grant shall
be treated as additional shares under the Restricted Stock Grant and shall be subject
to the same restrictions and other terms and conditions that apply to shares under the
Restricted Stock Grant with respect to which the dividends are issued.
	 
	 	9.	 	Performance Awards Performance Awards granted under the Plan may be in the form of
either Performance Share Grants or Performance Unit Grants. Performance Awards shall
be subject to the terms and conditions set forth below. Furthermore, the Performance
Awards shall be subject to written agreements, which shall contain such additional
terms and conditions, not inconsistent with the express provisions of the Plan, as
the Committee shall deem desirable in its sole and absolute discretion. Such
agreements need not be identical.
	 
	 	(a)	 	Performance Share Grants. A Performance Share Grant is an Award of
units (with each unit equivalent in value to one share of Common Stock) granted to a
Participant subject to such terms and conditions as the Committee deems appropriate,
including, without limitation, the requirement that the Participant forfeit such units
(or a portion of such units) in the event certain performance criteria are not met
within a designated period of time.
	 
	 	(b)	 	Performance Unit Grants. A Performance Unit Grant is an Award of units
(with each unit representing such monetary amount as designated by the Committee)
granted to a Participant subject to such terms and conditions as the Committee deems
appropriate, including, without limitation, the requirement that the Participant
forfeit such units (or a portion of such units) in the event certain performance
criteria are not met within a designated period of time.
	 
	 	(c)	 	Grants of Awards. Performance Awards shall be granted under the Plan
pursuant to written agreements with the Participant in such form as the Committee may
from time to time approve. Performance Awards may be granted alone or in addition to
other Awards under the Plan. Subject to the terms of the Plan, the Committee shall
determine the number of Performance Awards to be granted to a Participant and the
Committee may impose different terms and conditions on any particular Performance Award
made to any Participant. No Performance Share Grants granted in any calendar year to
any one person may be measured by more than one-hundred thousand (100,000) shares of
Common Stock (subject to adjustment pursuant to Section 15 below). The maximum amount
payable for any calendar year pursuant to a Performance Unit Grant shall not exceed
$4,000,000. The preceding two sentences are annual limitation on grants and a not
cumulative limitation.
	 
	 	(d)	 	Performance Goals and Performance Periods. Performance Awards shall
provide that, in order for a Participant to vest in such Awards, the Company must
achieve certain performance goals (“Performance
Goals”) over a designated performance period selected by the Committee (“Performance
Period”). The Performance Goals and Performance Period shall be established by the
Committee, in its sole and absolute discretion. The Committee shall establish
Performance Goals for each Performance Period before the commencement of the
Performance Period and while the outcome is substantially uncertain or at such other
time permitted under Treasury Regulations Section 1.162-27(e)(2). The Committee
shall also establish a schedule or schedules for such Performance Period setting
forth the portion of the Performance Award which will be earned or forfeited based on
the degree of achievement of the Performance Goals actually achieved or exceeded. In
setting Performance Goals, the Committee may use any one or more of the following
performance criteria, applied to either the Company as a whole or to a business unit,
Affiliate, or business segment, either individually, alternatively, or in any
combination, and measured either annually or cumulatively over a period of years, on
an absolute basis or relative to a pre-established target, to previous years’ results
or to a designated comparison group, in each case as specified by the Committee in
the 




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	 	 	 	Award: (i) cash flow, (ii) earnings (including gross margin, earnings before
interest and taxes, earnings before taxes, and net earnings), (iii) earnings per
share, (iv) growth in earnings or earnings per share, (v) stock price, (vi) return on
equity or average shareholders’ equity, (vii) total shareholder return, (viii) return
on capital, (ix) return on assets or net assets, (x) return on investment, (xi)
revenue, (xii) income or net income, (xiii) operating income or net operating income,
(xiv) operating profit or net operating profit, (xv) operating margin, (xvi) return
on operating revenue, (xvii) market share, (xviii) contract awards or backlog, (xix)
overhead or other expense reduction, (xx) growth in shareholder value relative to the
moving average of the S&P 500 Index or a peer group index, (xxi) credit rating,
(xxii) strategic plan development and implementation, (xxiii) improvement in
workforce diversity, (xxiv) EBITDA, and (xxv) any other similar criteria.






	 	(e)	 	Payment of Awards. In the case of a Performance Share Grant, the
Participant shall be entitled to receive payment for each unit earned in an amount
equal to the aggregate Fair Market Value of the shares of Common Stock covered by such
Award as of the end of the Performance Period. In the case of a Performance Unit
Grant, the Participant shall be entitled to receive payment for each unit earned in an
amount equal to the dollar value of each unit times the number of units earned. The
Committee, pursuant to the written agreement with the Participant, may make such
Performance Awards payable in whole or in part upon the occurrence of events selected
by the Committee that are beyond the control of the Participant (including, but not
limited to, a Change in Control). The Committee may provide (but is not required to
provide) in the written agreement with the recipient that, in the case of a cash
payment, acceleration in payment of a Performance Award shall also be subject to
discounting to reasonably reflect the time value of money using any reasonable discount
rate selected by the Committee in accordance with Treasury Regulations under Code
Section 162(m). Payment in settlement of a Performance Award shall be made as soon as
practicable but in no event later than sixty (60) days following the conclusion of the
Performance Period (i) in cash, (ii) in shares of Common Stock, or (iii) in any
combination of the above, as the Committee may determine in its sole and absolute
discretion. The Committee may elect to make this determination either at the time the
Award is granted, at the time of payment, or at any time in between such dates.
	 
	 	10.	 	Other Stock-Based and Combination Awards.
	 
	 	(a)	 	The Committee may grant other Awards under the Plan pursuant to which Common
Stock is or may in the future be acquired, or Awards denominated in stock units,
including ones valued using measures other than market value. Such other stock-based
grants may be granted either alone or in addition to any other type of Award granted
under the Plan. To the extent that an Award is intended to constitute
“performance-based compensation” within the meaning of Section 162(m)(4)(C) of the
Code, such Award shall be subject to Paragraph (d) of Section 9 of the Plan. No
stock-based Award granted in any calendar year to any one person, to the extent such
Award is intended to satisfy the requirements for “performance-based compensation”
under Section 162(m) of the Code, may be denominated by more than one-hundred thousand
(100,000) shares of Common Stock.
	 
	 	(b)	 	The Committee may also grant Awards under the Plan in combination with other
Awards or in exchange of Awards, or in combination with or as alternatives to grants or
rights under any other employee plan of the Company, including the plan of any acquired
entity.
	 
	 	(c)	 	Subject to the provisions of the Plan, the Committee shall have authority to
determine the individuals to whom and the time or times at which the Awards shall be
made, the number of shares of Common Stock to be granted or covered pursuant to such
Awards, and any and all other conditions and/or terms of the Awards.
	 
	 	11.	 	Deferral Elections. The Committee may permit a Participant to elect to defer his
or her receipt of the payment of cash or the delivery of shares of Common Stock that
would otherwise be due to such Participant by virtue of the exercise, earn out or
vesting of an Award made under the Plan. If any such election is permitted, the
Committee shall establish rules and procedures for such payment deferrals, including
the possible (a) payment or crediting of reasonable interest on such deferred amounts
credited in cash, and (b) the payment or crediting of dividend equivalents in respect
of deferrals credited in units of Common Stock. The Company and the Committee shall
not be responsible to any person in the event that the payment deferral does not
result in deferral of income for tax purposes. Notwithstanding any part of the




10









 






	 	 	 	foregoing to the contrary, it is the Company’s intent that all Awards granted under
this Plan, and any payment deferral permitted under this Plan, shall not cause an
imposition of the additional taxes provided for in Section 409A(a)(1)(B) of the Code.






	 	12.	 	Dividend Equivalents Awards of Stock Options, Stock Appreciation Rights,
Restricted Unit Grants, Performance Share Grants, and other stock-based Awards may,
in the sole and absolute discretion of the Committee, earn dividend equivalents. In
respect of any such Award which is outstanding on a dividend record date for Common
Stock, the Participant may be credited with an amount equal to the amount of cash or
stock dividends that would have been paid on the shares of Common Stock covered by
such Award had such shares been issued and outstanding on such dividend record date.
The Committee shall establish such rules and procedures governing the crediting of
dividend equivalents, including the timing, form of payment, and payment
contingencies of such dividend equivalents, as it deems appropriate or necessary.
	 
	 	13.	 	Termination of Service The terms and conditions under which an Award may be
exercised after a Participant’s termination of Service shall be determined by the
Committee and reflected in the written agreement with the Participant concerning the
Award.
	 
	 	14.	 	Non-Transferability of Awards No Award under the Plan, and no rights or interest
therein, shall be assignable or transferable by a Participant except by will or the
laws of descent and distribution. Subject to the foregoing, during the lifetime of a
Participant, Awards are exercisable only by, and payments in settlement of Awards
will be payable only to, the Participant or his or her legal representative if the
Participant is Disabled.
	 
	 	15.	 	Adjustments Upon Changes in Capitalization, Etc.
	 
	 	(a)	 	The existence of the Plan and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Board or the stockholders of the Company
to make or authorize any adjustment, recapitalization, reorganization or other change
in the Company’s capital structure or its business, any merger or consolidation of the
Company, any issue of bonds, debentures, preferred or prior preference stocks ahead of
or affecting the Common Stock or the rights thereof, the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding.
	 
	 	(b)	 	(i) The maximum aggregate total number of shares of Common Stock for which
Awards in respect thereof may be granted, the number and kind of Shares covered by each
outstanding Award, the maximum number of shares of Common Stock that may be sold or
awarded to any Participant, and the price per share (but not the total price) subject
to each outstanding Award shall be proportionally adjusted to prevent dilution or
enlargement of rights under the Plan for any change in the outstanding Common Stock
subject to the Plan,
or subject to any Award, resulting from any stock splits, combination or exchange of
shares of Common Stock, consolidation, spin-off or recapitalization of shares of
Common Stock or any capital adjustment or transaction similar to the foregoing or any
distribution to holders of Common Stock other than regular cash dividends. (ii) The
Committee shall make such adjustment in such manner as it may deem equitable and
appropriate, subject to compliance with applicable laws. Any determination,
substitution or adjustment made by the Committee under this Section shall be
conclusive and binding on all persons. Except as expressly provided herein, neither
the Company’s issuance of shares of stock of any class or securities convertible into
shares of stock of any class, nor the conversion of any convertible securities of the
Company, shall be treated as a transaction requiring any substitution or adjustment
under this Section.
	 
	 	(c)	 	The Committee may also make such adjustments in the number of shares covered
by, and the price or other value of any outstanding Awards in the event of a spin-off
or other distribution (other than normal cash dividends) of Company assets to
stockholders.
	 
	 	16.	 	Change in Control.
	 
	 	(a)	 	Except as otherwise provided for in Paragraph (b) below, in the event of a
Change in Control, and except as otherwise provided in Award agreements:




11









 












	 	(i)	 	All Stock Options and Stock Appreciation Rights then outstanding
shall become fully exercisable as of the date of the Change in Control (and
shall terminate at such time as specified in the Award agreement);
	 
	 	(ii)	 	All restrictions and conditions of all Restricted Stock Grants
and Restricted Unit Grants then outstanding shall be deemed satisfied as of the
date of the Change in Control; and
	 
	 	(iii)	 	All Performance Share Grants and Performance Unit Grants shall
be deemed to have been fully earned as of the date of the Change in Control.






	 	 	 	Any payment in settlement of Stock Appreciation Rights in (i) or Awards discussed in
(ii) and (iii) above, shall be made on the date of the Change in Control; provided,
however, that if making such payments would result in the imposition of taxes under
Code Section 409A, then the payments shall instead be made on the originally
schedules date(s) set forth in the Award Agreements.
	 
	 	(b)	 	In the event that any payment under this Plan (alone or in conjunction with
other payments) would otherwise constitute an “excess parachute payment” under Section
280G of the Code (in the sole judgment of the Committee), such payment shall be reduced
or eliminated to the extent the Committee determines necessary to avoid deduction
disallowance under Section 280G of the Code or the imposition of excise tax under
Section 4999 of the Code. The Committee may consult with a Participant regarding the
application of Section 280G and/or Section 4999 to payments otherwise due to such
Participant under the Plan, but the judgment of the Committee as to applicability of
those provisions, the degree to which a payment must be reduced to avoid those
provisions, and which Awards shall be reduced, is final.
	 
	 	17.	 	Amendment and Termination.
	 
	 	 	 	Without further approval of the stockholders, the Board may at any time terminate the
Plan, or may amend it from time to time in such respects as the Board may deem
advisable. However, the Board may not, without approval of the stockholders, make
any amendment which would (a) increase the aggregate number of shares of Common Stock
which may be issued under the Plan (except for adjustments pursuant to Section 15
above), (b) materially modify the requirements as to eligibility for participation in
the Plan, or (c) materially increase the benefits accruing to Participants under the
Plan. Notwithstanding the above, the Board may amend the Plan to take into account
changes in applicable securities laws, federal income tax laws and other applicable
laws. Further, should the provisions of Rule 16b-3, or any successor rule, under the
Exchange Act be amended, the Board may amend the Plan in accordance with any
modifications to that rule without the need for stockholder approval.
Notwithstanding the foregoing, the Plan may not be amended more than once every six
months other than to comply with the changes in the Code.
	 
	 	18.	 	Miscellaneous Matters.
	 
	 	(a)	 	Tax Withholding.






	 	(i)	 	The Company’s obligation to deliver Common Stock and/or pay any
amount under the Plan shall be subject to the satisfaction of all applicable
federal, state, local, and foreign tax withholding requirements.
	 
	 	(ii)	 	The Committee may, in its discretion, provide the Participants or
their successors with the right to use previously vested Common Stock in
satisfaction of all or part of the taxes incurred by such Participants in
connection with the Plan; provided, however, that this form of payment shall be
limited to the withholding amount calculated using the minimum statutory rates.
Such right may be provided to any such holder in either or both of the following
formats.






	 	1.	 	Stock Withholding: The election to have the Company withhold, from the
Common Stock otherwise issuable under the Plan, a portion of the Common Stock with an
aggregate Fair Market Value equal to the taxes calculated using the minimum statutory
rates.




12









 












	 	2.	 	Stock Delivery: The election to deliver to the Company, at the time
the taxes are required to be withheld, one or more shares of Common Stock previously
acquired by the Participant or his or her successor with an aggregate Fair Market Value
equal to the taxes calculated using the minimum statutory rates.
	 
	 	(b)	 	Not an Employment or Service Contract. Neither the adoption of the
Plan nor the granting of any Award shall confer upon any Participant any right to
continue in the Service of the Company or an Affiliate, as the case may be, nor shall
it interfere in any way with the right of the Company or an Affiliate to terminate the
Services of any of its Employees, Non-Employee Directors, or Consultants at any time,
with or without cause.
	 
	 	(c)	 	Unfunded Plan. The Plan shall be unfunded and the Company shall not be
required to segregate any assets that may at any time be represented by Awards under
the Plan. Any liability of the Company to any person with respect to any Award under
the Plan shall be based solely upon any written contractual obligations that may be
effected pursuant to the Plan. No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the Company.
	 
	 	(d)	 	Annulment of Awards. The grant of any Award under the Plan payable in
cash is provisional until cash is paid in settlement thereof. The grant of any Award
payable in Common Stock is provisional until the Participant becomes entitled to the
certificate in settlement thereof. Payment under any Awards granted pursuant to the
Plan is wholly contingent upon stockholder approval of the Plan. Where approval for an
Award sought pursuant to Section 162(m)(4)(C)(ii) is not granted by the Company’s
stockholders, the Award shall be annulled automatically. In the event the Service of a
Participant is terminated for cause (as defined below), any Award which is provisional
shall be annulled as of the date of such termination for cause. For purposes of the
Plan, the term “terminated for cause” means any discharge because of personal
dishonesty, willful misconduct, breach of fiduciary duty involving personal profit,
continuing intentional or habitual failure to perform stated duties, violation of any
law (other than minor traffic violations or similar misdemeanor offenses not involving
moral turpitude), or material breach of any provision of an employment or independent
contractor agreement with the Company.
	 
	 	(e)	 	Other Company Benefit and Compensation Programs. Payments and other
benefits received by a Participant under an Award made pursuant to the Plan shall not
be deemed a part of a Participant’s regular, recurring compensation for purposes of the
termination indemnity or severance pay law of any state. Furthermore, such benefits
shall not be included in, nor have any effect on, the determination of benefits under
any other employee benefit plan or similar arrangement provided by the Company or a
Subsidiary unless expressly so provided by such other plan or arrangement, or except
where the Committee expressly determines that inclusion of an Award or portion of an
Award should be included. Awards under the Plan may be made in combination with or in
addition to, or as alternatives to, grants, awards or payments under any other Company
or Subsidiary plans. The Company or any Subsidiary may adopt such other compensation
programs and additional compensation arrangements (in addition to this Plan) as it
deems necessary to attract, retain, and motivate officers, directors, employees or
independent contractors for their service with the Company and its Subsidiaries.
	 
	 	(f)	 	Securities Law Restrictions. No shares of Common Stock shall be issued
under the Plan unless counsel for the Company shall be satisfied that such issuance
will be in compliance with applicable federal and state securities laws. Certificates
for shares of Common Stock delivered under the Plan may be subject to such
stock-transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is then listed, and any
applicable federal or state securities law. The Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.
	 
	 	(g)	 	Award Agreement. Each Participant receiving an Award under the Plan
shall enter into a written agreement with the Company in a form specified by the
Committee agreeing to the terms and conditions of the Award and such related matters as
the Committee shall, in its sole and absolute discretion, determine.
	 
	 	(h)	 	Costs of Plan. The costs and expenses of administering the Plan shall
be borne by the Company.




13









 






	 
	 	(i)	 	Governing Law. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.
	 
	 	(j)	 	Code Section 409A. Notwithstanding anything in the Plan to the
contrary, the Plan and Awards granted hereunder are intended to comply with the
requirements of Code Section 409A and shall be interpreted in a manner consistent with
such intention. If, upon a Participant’s separation from service within the meaning of
Code Section 409A, the Participant is then a “specified employee” (as defined in Code
Section 409A), the Company shall defer payment of “nonqualified deferred compensation”
subject to Code Section 409A payable as a result of and within six (6) months following
such separation from service under this Plan and/or applicable Award Agreement until
the earlier of (i) ten (10) days after the Company receives notification of the
Participant’s death, or (ii) the first business day of the seventh month following the
Participant’s separation from service. Any such delayed payments shall be made without
interest.






14