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EXHIBIT 4.4    
    


 
 

LIBERTÉ INVESTORS INC.
  2002 LONG TERM INCENTIVE PLAN
  
  AMENDMENT NO. 1    
    



        Reference is made to the 2002 Long Term Incentive Plan (the "Incentive Plan") of Liberté Investors Inc., a Delaware corporation (the "Company"). On
April 30, 2004, the stockholders of the Company approved, and the board of directors of the Company adopted, the amendment to the Incentive Plan set forth below. Capitalized terms used but not defined
herein have the meanings set forth in the Incentive Plan. 



 Amendment to the Name of the Company in the Incentive Plan  




        Each instance of the words "Liberté Investors Inc." contained in the Incentive Plan is hereby replaced with the words "First Acceptance
Corporation." 



 Amendment to Section 5.1 of the Incentive Plan.  




        The number "6,000,000" in Section 5.1 of the Incentive Plan, representing the number of shares of Common Stock with respect to which Awards may be granted and
which may be issued upon exercise thereof, is hereby replaced with "8,500,000." 







 

        This
Amendment No. 1 to the Incentive Plan is adopted effective as of April 30, 2004. 



	

 	
 	

LIBERTÉ INVESTORS INC.
	

 	
 	

By:	
 	

/s/  DONALD J. EDWARDS      
	 	 	Its: President and Chief Executive Officer




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LIBERTÉ INVESTORS INC.
  2002 LONG TERM INCENTIVE PLAN    
    


        The Liberté Investors Inc. 2002 Long Term Incentive Plan (the "Plan") was adopted by the Board of Directors of Liberté
Investors Inc., a Delaware corporation (the "Company"). This Plan shall become effective upon approval by the holders of a majority of the votes cast at a meeting of stockholders at which a
quorum is present or by written consent in accordance with applicable law. Subject to such approval, Stock Options may be granted hereunder on and after the adoption of this Plan by the Board. 


 
 

ARTICLE 1
  PURPOSE    
    


        The purpose of the Plan is to foster and promote the long-term financial success of the Company and its Subsidiaries and materially increase the value
of the Company and its Subsidiaries by (a) encouraging the
long-term commitment of the Employees, Consultants, and Outside Directors of the Company and its Subsidiaries, (b) motivating performance of the Employees, Consultants, and Outside
Directors of the Company and its Subsidiaries by means of long-term performance related incentives, (c) encouraging and providing Employees, Consultants, and Outside Directors of
the Company and its Subsidiaries with an opportunity to obtain an ownership interest in the Company, (d) attracting and retaining outstanding Employees, Consultants, and Outside Directors by
providing incentive compensation opportunities, and (e) enabling participation by Employees, Consultants, and Outside Directors in the long-term growth and financial success of the
Company and its Subsidiaries. 


 
 

ARTICLE 2
  DEFINITIONS    
    


        For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated: 


        2.1   "Award"
means the grant of any Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, or SAR, whether granted singly or in combination or in tandem (each
individually referred to herein as an "Incentive"). 


        2.2   "Award
Agreement" means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award. 


        2.3   "Award
Period" means the period set forth in the Award Agreement with respect to a Stock Option during which the Stock Option may be exercised, which shall commence on
the Date of Grant and expire at the time set forth in the Award Agreement. 


        2.4   "Board"
means the board of directors of the Company. 


        2.5   "Change
in Control" shall mean any of the following: (i) any consolidation, merger or share exchange of the Company in which the holders of a majority of the 


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Company's
outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor thereto following such transaction;
(ii) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of
the assets of the Company; (iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iv) the cessation of control (by virtue
of their not constituting a majority of directors) of the Board by the individuals (the "Continuing Directors") who (x) at the date of this Plan were directors or (y) become directors
after the date of this Plan and whose election or
nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of this Plan or whose
election or nomination for election was previously so approved; (v) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of an
aggregate of 50% or more of the voting power of the Company's outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the 1934 Act) who
beneficially owned less than 50% of the voting power of the Company's outstanding voting securities on the date of this Plan; provided,  however, that
notwithstanding the foregoing, an acquisition shall not constitute a Change in Control hereunder if the acquiror is (x) a trustee
or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, or (y) a Subsidiary of the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company; or (vi) in a Title 11 bankruptcy proceeding, the
appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7. 


        2.6   "Code"
means the Internal Revenue Code of 1986, as amended. 


        2.7   "Committee"
means the committee appointed or designated by the Board to administer the Plan in accordance with Article 3 of this Plan. 


        2.8   "Common
Stock" means the common stock, par value $0.01 per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any
securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan. 


        2.9   "Company"
means Liberté Investors Inc., a Delaware corporation, and any successor entity. 


        2.10 "Consultant"
means any person performing advisory or consulting services for the Company or a Subsidiary, with or without compensation, to whom the Company chooses to
grant an Award in accordance with the Plan, provided that bona fide services must be rendered by such person and such services shall not be rendered in
connection with the offer or sale of securities in a capital raising transaction. 


        2.11 "Corporation"
means any entity that (i) is defined as a corporation under Code Section 7701 and (ii) is the Company or is in an unbroken chain of
corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total
combined voting power of all classes of stock in one of the other corporations in the chain. 


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For
purposes of clause (ii) hereof, an entity shall be treated as a "corporation" if it satisfies the definition of a corporation under Section 7701 of the Code. 


        2.12 "Date
of Grant" means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement. 



        2.13 "Employee"
means common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the
Company or any Subsidiary of the Company. 


        2.14 "Fair
Market Value" means, as of a particular date, (a) if the shares of Common Stock are listed on a national securities exchange, the closing sales price per
share of Common Stock on the consolidated transaction reporting system for the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, (b) if the shares of Common Stock are not so listed but are quoted on the Nasdaq National Market System, the closing
sales price per share of Common Stock on the Nasdaq National Market System on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a
sale was so reported, (c) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date,
on the last preceding date on which such quotations shall be available, as reported by Nasdaq, or, if not reported by Nasdaq, by the National Quotation Bureau, Inc., or (d) if none of
the above is applicable, such amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an
Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock. 



        "Independent
Third Party" means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with
expertise generally in the valuation of securities or other property for purposes of this Plan. The Board Committee may utilize one or more Independent Third Parties. 


        2.15 "Incentive
Stock Option" means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan. 


        2.16 "Nonpublicly
Traded" means not listed on a national securities exchange registered with the Securities and Exchange Commission or designated for trading on the Nasdaq
National Market. 


        2.17 "Nonqualified
Stock Option" means a nonqualified stock option, granted pursuant to this Plan, to which Section 421 of the Code does not apply. 


        2.18 "Option
Price" means the price that must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock. 


        2.19 "Outside
Director" means a director of the Company who is not an Employee. 


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        2.20 "Participant"
means an Employee, Consultant, or Outside Director of the Company or a Subsidiary to whom an Award is granted under this Plan. 


        2.21 "Plan"
means this Liberté Investors Inc. 2002 Long Term Incentive Plan, as amended from time to time. 


        2.22 "Reporting
Participant" means a Participant who is subject to the reporting requirements of Section 16 of the 1934 Act. 



        2.23 "Restricted
Stock" means shares of Common Stock issued or transferred to a Participant pursuant to Section 6.5 of this Plan which are subject to restrictions or
limitations set forth in this Plan and in the related Award Agreement. 


        2.24 "Retirement"
means any Termination of Service solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement as
determined by the Committee. 


        2.25 "SAR"
or "stock appreciation right" means the right to receive a payment, in cash and/or Common Stock, equal to the excess of the Fair Market Value of a specified
number of shares of Common Stock on the date the SAR is exercised over the SAR Price for such shares. 


        2.26 "SAR
Price" means the exercise price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR. 


        2.27 "Stock
Option" means a Nonqualified Stock Option or an Incentive Stock Option. 


        2.28 "Subsidiary"
means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited
partnership, if the Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to
vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any
corporation listed in item (i) above or any limited partnership listed in item (ii) above. "Subsidiaries" means more than one of any such corporations, limited partnerships, partnerships
or limited liability companies. 


        2.29 "Termination
of Service" occurs when a Participant who is an Employee or a Consultant of the Company or any Subsidiary shall cease to serve as an Employee or Consultant
of the Company and its Subsidiaries, for any reason; or, when a Participant who is an Outside Director of the Company or a Subsidiary shall cease to serve as a director of the Company and its
Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state law, a "Termination of Service" shall not be deemed to have occurred when a Participant
who is an Employee becomes a Consultant or an Outside Director or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not
suffer a Termination 


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of
Service, and if that Participant does not exercise the Incentive Stock Option within the time required under Code section 422 upon ceasing to be an Employee, the Incentive Stock Option shall
thereafter become a Nonqualified Stock Option. 


        2.30 "Total
and Permanent Disability" means a Participant is qualified for long-term disability benefits under the Company's or Subsidiary's disability plan or
insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant is incapacitated and absent from
his or her duties with the Company or any Subsidiary on a full time basis for a period of six (6) continuous months or for at least one hundred eighty (180) days during any twelve
(12) -month period as a result of mental or physical illness or physical injury, as determined in good faith by the Committee; provided that,
with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the Code. 


 
 

ARTICLE 3
  ADMINISTRATION    
    


        3.1   General Administration; Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be
administered by the Board or such committee of the Board as is designated by the Board to administer the Plan (the "Committee"). The Committee shall consist of not fewer than two persons. Any member
of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At
any time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board. 


        Membership
on the Committee shall be limited to those members of the Board who are "outside directors" under Section 162(m) of the Code and "non-employee directors" as
defined in Rule 16b-3 promulgated under the 1934 Act. The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum,
and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee. 


3.2   Designation of Participants and Awards. 


        (a)   The
Committee or the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award
Agreement, where applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent
with the Plan. The Committee shall determine whether an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem (that is,
a joint grant where exercise of one Incentive results in cancellation of all or a portion of the other Incentive). Although the members of the Committee shall be eligible to receive Awards, no member
of the Committee shall participate in any decisions regarding any Award granted hereunder to such member. All decisions with respect to any Award, and the terms and conditions thereof, to be granted
under the Plan to any member of the Committee shall be made solely and 


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exclusively
by the other members of the Committee, or if such member is the only member of the Committee, by the Board. 


        In
addition, the Chief Executive Officer of the Company may recommend to the Board or the Committee (i) that Awards be granted to one or more Employees, Officers, Consultants, or
Outside Directors, (ii) the number of shares of Common Stock to be subject to such Awards, and (iii) the price to be paid for such Awards and such other terms that the Chief Executive
Officer deems appropriate with respect to such Awards; in such case, the Chief Executive Officer's recommendations shall not be binding on the Board and the Board may, in its sole discretion, accept
or deny the Chief Executive Officer's recommendations. 


        (b)   Notwithstanding
Subsection 3.2(a), the Board may, in its discretion and by a resolution adopted by the Board, authorize one or more officers of the Company (an
"Authorized Officer") to (i) designate one or more Employees as eligible persons to whom Awards will be granted under the Plan and (ii) determine the number of shares of Common Stock
that will be subject to such Awards; provided, however, that the resolution of the Board granting such authority shall (x) specify the total number of shares of Common Stock that may be made
subject to the Awards, (y) set forth the price or prices (or a formula by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards,
and (z) not authorize an officer to designate himself as a recipient of any Award. The Authorized Officer shall notify the Committee in writing of the persons designated to receive such Awards,
the type of Award or the type of Incentives subject to the Award, the Date of Grant, the number of shares of Common Stock that will be subject to such Awards, and the purchase price to be paid for
such shares. If authorized to do so in the Board's written resolution, the Authorized Officer shall cause the Company to execute an Award Agreement with the Participant, subject to the Committee's
ratification of such terms of an Award as required by law. 


        Within
an administratively reasonable time after receipt of the Authorized Officer's written notice of one or more Awards, the Committee shall authorize or ratify the grant of such
Awards and shall prescribe all other terms of such Awards pursuant to its authority set forth in Subsection 3(a). 


        3.3   Authority of the Committee. The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe,
amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, (iii) establish performance goals for an Award and certify the extent of their
achievement, and (iv) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation,
determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. The Committee's discretion set forth herein shall not be limited by any
provision of the Plan, including any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary. 


        The
Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan. Any actions taken by any officers of
the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee. 


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        With
respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the 1934 Act, Section 422 of the Code,
Section 162(m) of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company's securities are listed or quoted, or any other applicable law, rule or restriction
(collectively, "applicable law"), to the extent that any such restrictions are no longer required by applicable law, the Committee shall have the sole discretion and authority to grant Awards that are
not subject to such mandated restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards. 


 
 

ARTICLE 4
  ELIGIBILITY    
    


        Any Employee (including an Employee who is also a director or an officer), Outside Director, or Consultant of the Company whose judgment, initiative, and efforts
contributed or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan; provided that only Employees of a Corporation shall be eligible to
receive Incentive Stock Options. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee, Outside Director, or Consultant of the Company or any
Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or
exclude previous Participants, as the Committee shall determine. Except as required by this Plan, Awards granted at different times need not contain similar provisions. The Committee's determinations
under the Plan (including without limitation determinations of which Employees, Outside Directors, or Consultants, if any, are to receive Awards, the form, amount and timing of such Awards, the terms
and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the
Plan. 


 
 

ARTICLE 5    
    


SHARES SUBJECT TO PLAN  


        5.1   Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of
Common Stock that may be delivered pursuant to Awards granted under the Plan is 6,000,000 shares. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held
by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the
number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan. 


        5.2   Reuse of Shares. Subject to Section 5.2(c), if, and to the extent: 



        (a)   A
Stock Option shall expire or terminate for any reason without having been exercised in full, or in the event that a Stock Option is exercised or settled in a manner
such that some or all of the shares of Common Stock relating to 



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the
Stock Option are not issued to the Participant (or beneficiary) (including as the result of the use of shares for withholding taxes), the shares of Common Stock subject thereto which have not
become outstanding shall (unless the Plan shall have sooner terminated) become available for issuance under the Plan; in addition, with respect to any share-for-share exercise
or cashless exercise pursuant to Section 8.3 or otherwise, only the "net" shares issued shall be deemed to have become outstanding for purposes of the Plan as a result thereof. 


        (b)   If
shares of Restricted Stock under the Plan are forfeited for any reason, such shares of Restricted Stock shall (unless the Plan shall have sooner terminated) become
available for issuance under the Plan; provided, however, that if any dividends paid with respect to shares of Restricted Stock were paid to the Participant prior to the forfeiture thereof, such
shares shall not be reused for grants or awards. 


        (c)   In
no event shall the number of shares of Common Stock subject to Incentive Stock Options exceed, in the aggregate, 6,000,000 shares of Common Stock plus shares subject
to Incentive Stock Options which are forfeited or terminated, or expire unexercised. 



 
 

ARTICLE 6
  GRANT OF AWARDS    
    


        6.1   In General. The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of
an Award. Any Award granted pursuant to this Plan must be granted within ten (10) years after the date of adoption of this Plan. The Plan shall be submitted to the Company's stockholders for
approval; however, the Committee may grant Awards under the Plan prior to the time of stockholder approval. Any Incentive Stock Option, other Stock Option which the Committee determines may be subject
to Code Section 162(m), or Stock Option which requires approval of this Plan by stockholders under any applicable stock exchange rules which is granted prior to such stockholder approval shall
be made subject to such stockholder approval. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt of any
other Award under the Plan. 


        6.2   Stock Options. The grant of an Award of Stock Options shall be authorized by the Committee and shall be evidenced by an
Award Agreement setting forth: (i) the Incentive or Incentives being granted, (ii) the total number of shares of Common Stock subject to the Incentive(s), (iii) the Option Price,
(iv) the Award Period, (v) the Date of Grant, and (vi) such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but not
inconsistent with the Plan. 


        6.3   Option Price. The Option Price for any share of Common Stock which may be purchased under a Nonqualified Stock Option for
any share of Common Stock may be less than, equal to, or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common Stock which may be purchased
under an Incentive Stock Option must be at least equal to the Fair Market Value of the share on the Date of Grant; if an Incentive Stock Option is granted to an Employee who owns or is 


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deemed
to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent
or Subsidiary), the Option Price shall be at least 110% of the Fair Market Value of the Common Stock on the Date of Grant. 


        6.4   Maximum ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit
the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of the Company and its Subsidiaries)
are exercisable for the first time by such Employee during any calendar year to exceed $100,000. To the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option
exceeds this limit or otherwise fails to qualify as an Incentive Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock Option. In such case, the Committee shall
designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a separate stock certificate and identifying such stock as Incentive Stock Option stock on the
Company's stock transfer records. 


        6.5   Restricted Stock. If Restricted Stock is granted to or received by a Participant under an Award (including a Stock
Option), the Committee shall set forth in the related Award Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if any, to be paid by the Participant for such
Restricted Stock and the method of payment of the price, (iii) the time or times within which such Award may be subject to forfeiture, (iv) specified performance goals of the Company, a
Subsidiary, any division thereof or any group of Employees of the Company, or other criteria, which the Committee determines must be met in order to remove any restrictions (including vesting) on such
Award, and (v) all other terms, limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent with this Plan. The provisions of Restricted Stock need not be the
same with respect to each Participant. If the Committee establishes a purchase price for an Award of Restricted Stock, the Participant must accept such Award within a period of thirty (30) days
(or such shorter period as the Committee may specify) after the Date of Grant by executing the applicable Award Agreement and paying such purchase price. 



        (a)   Legend on Shares. Each Participant who is awarded or receives Restricted Stock shall be issued a stock certificate or
certificates in respect of such shares of Common Stock. Such certificate(s) shall 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, substantially as provided in Section 15.11 of the Plan. 



        (b)   Restrictions and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions: 



	(i)
	Subject
to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the
Date of Grant or the date of exercise of an Award (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these 




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limitations,
the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Award, such action is appropriate. 



	(ii)
	Except
as provided in sub-paragraph (i) above or in the applicable Award Agreement, the Participant shall have, with respect to his or her Restricted
Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Certificates for shares of Common Stock free of
restriction under this Plan shall be delivered to the Participant promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or
after any other restrictions imposed in such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Certificates for the shares of Common Stock forfeited under the
provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant. Each Award Agreement for shares of Common Stock subject to
restrictions shall require that: (x) each Participant, by his or her acceptance of Restricted Stock, shall irrevocably grant to the Company a power of attorney to transfer any shares so
forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer, and (y) such provisions regarding returns and transfers of
stock certificates with respect to forfeited shares of Common Stock shall be specifically performable by the Company in a court of equity or law.



	(iii)
	The
Restriction Period of Restricted Stock shall commence on the Date of Grant or the date of exercise of an Award, as specified in the Award Agreement, and, subject
to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions
set forth in the Award Agreement; such conditions may provide for vesting based on (i) length of continuous service, (ii) achievement of specific business objectives,
(iii) increases in specified indices, (iv) attainment of specified growth rates, or (v) other comparable measurements of Company performance, as may be determined by the Committee
in its sole discretion.



	(iv)
	Except
as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of
Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the
Award Agreement that either (i) the Company shall be obligated to, or (ii) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the
event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of
the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the 




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forfeited
shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company. 





        6.6   Maximum Individual Grants. No Participant may receive during any fiscal year of the Company Awards covering an aggregate
of more than 3,000,000 shares of Common Stock. 


        6.7   SAR. An SAR shall entitle the Participant at his election to surrender to the Company the SAR, or portion thereof, as the
Participant shall choose, and to receive from the Company in exchange therefor cash in an amount equal to the excess (if any) of the Fair Market Value (as of the date of the exercise of the SAR) per
share over the SAR Price per share specified in such SAR, multiplied by the total number of shares of the SAR being surrendered. In the discretion of the Committee, the Company may satisfy its
obligation upon exercise of a SAR by the distribution of that number of shares of Common Stock having an aggregate Fair Market Value (as of the date of the exercise of the SAR) equal to the amount of
cash otherwise payable to the Participant, with a cash settlement to be made for any fractional share interests, or the Company may settle such obligation in part with shares of Common Stock and in
part with cash. 


        6.8   Tandem Awards. The Committee may grant two or more Incentives in one Award in the form of a "tandem Award," so that the
right of the Participant to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is exercised. For example, if a Stock Option and an SAR are issued in a tandem Award,
and the Participant exercises the SAR with respect to 100 shares of Common Stock, the right of the Participant to exercise the related Stock Option shall be canceled to the extent of 100 shares of
Common Stock. 


        6.9   SAR Price. The SAR Price for any share of Common Stock subject to a SAR may be less than, equal to, or greater than the
Fair Market Value of the share on the Date of Grant. 


 
 

ARTICLE 7
  AWARD PERIOD; VESTING    
    


7.1   Award Period.  



        (a)   Subject
to the other provisions of this Plan, the Committee shall specify in the Award Agreement the Award Period for a Stock Option. No Stock Option granted under the
Plan may be exercised at any time after the end of its Award Period. The Award Period for any Stock Option shall be no more than ten (10) years from the Date of Grant of the Stock Option.
However, if an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of
stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option is granted to such Employee, the Award Period of such Incentive Stock Option (to the extent required by the Code at the
time of grant) shall be no more than five (5) years from the Date of Grant. 



11







 

        (b)   In
the event of a Termination of Service of a Participant, the Award Period for a Stock Option shall be reduced or terminated in accordance with the Award Agreement. 




        7.2   Vesting. The Committee, in its sole discretion, may determine that an Incentive will be immediately vested in whole or in
part, or that all or any portion may not be vested until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified events, subject in any case to the terms of
the Plan. If the Committee imposes conditions upon vesting, then, subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the
Incentive may be vested. 


 
 

ARTICLE 8
  EXERCISE OF INCENTIVE    
    


        8.1   In General. The Committee, in its sole discretion, may determine that a Stock Option will be immediately exercisable, in
whole or in part, or that all or any portion may not be exercised until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified events, subject in any case
to the terms of the Plan. If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock Option shall be Restricted Stock which is subject to
the applicable provisions of the Plan and the Award Agreement. If the Committee imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion,
accelerate the date on which all or any portion of the Stock Option may be exercised. No Stock Option may be exercised for a fractional share of Common Stock. The granting of a Stock Option shall
impose no obligation upon the Participant to exercise that Stock Option. 



        8.2   Securities Law and Exchange Restrictions. In no event may an Incentive be exercised or shares of Common Stock be issued
pursuant to an Award if a necessary listing or quotation of the shares of Common Stock on a stock exchange or inter-dealer quotation system or any registration under state or federal securities laws
required under the circumstances has not been accomplished. 


8.3   Exercise of Stock Option.  



        (a)   Notice and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, a Stock
Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of
exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the
Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as provided in the Award Agreement, which may provide for
payment in any one or more of the following ways: (a) cash or check, bank draft, or money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned
by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired 



12







 

from
the Company within six (6) months prior to the Exercise Date, (c) if the Common Stock is no longer Nonpublicly Traded, by delivery (including by FAX) to the Company or its
designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell
certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan
proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of
Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option with an Option Price equal to the
value of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. 



        (b)   Issuance of Certificate. Except as otherwise provided in Section 6.5 hereof (with respect to shares of Restricted
Stock) or in the applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause certificates for the Common Stock then being purchased to be delivered as
directed by the Participant (or the person exercising the Participant's Stock Option in the event of his death) at its principal business office promptly after the Exercise Date; provided that if the
Participant has exercised an Incentive Stock Option, the Company may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration of
the holding periods described in Section 422(a)(1) of the Code. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time
the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system
or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase
of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not reasonably acceptable to the Committee. 



        (c)   Failure to Pay. Except as may be otherwise provided in an Award Agreement, if the Participant fails to pay for any of the
Common Stock specified in such notice or fails to accept delivery thereof, that portion of the Participant's Stock Option and right to purchase such Common Stock may be forfeited by the Company. 




        8.4   SARs. Subject to the conditions of this Section 8.4 and such administrative regulations as the Committee may from
time to time adopt, a SAR may be exercised by the delivery (including by FAX) of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the SAR is to
be exercised and the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon.
On the Exercise Date, the Participant shall receive from the Company in exchange therefor cash in an amount equal to the excess (if any) of the Fair Market Value (as of the date of the exercise of the 


13







 

SAR)
per share of Common Stock over the SAR Price per share specified in such SAR, multiplied by the total number of shares of Common Stock of the SAR being surrendered. In the discretion of the
Committee, the Company may satisfy its obligation upon exercise of a SAR by the distribution of that number of shares of Common Stock having an aggregate Fair Market Value (as of the date of the
exercise of the SAR) equal to the amount of cash otherwise payable to the Participant, with a cash settlement to be made for any fractional share interests, or the Company may settle such obligation
in part with shares of Common Stock and in part with cash. 




        8.5   Disqualifying Disposition of Incentive Stock Option. If shares of Common Stock acquired upon exercise of an Incentive
Stock Option are disposed of by a Participant prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the transfer of shares of
Common Stock to the Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Participant shall
notify the Company in writing of the date and terms of such disposition. A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an
Incentive Stock Option within the meaning of Section 422 of the Code. 


 
 

ARTICLE 9
  AMENDMENT OR DISCONTINUANCE    
    


        Subject to the limitations set forth in this Article 9, the Board may at any time and from time to time, without the consent of the Participants, alter,
amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment which requires stockholder approval in order for the Plan and Incentives awarded under the
Plan to continue to comply with Sections 162(m), 421, and 422 of the Code, including any successors to such Sections, shall be effective unless such amendment shall be approved by the requisite vote
of the stockholders of the Company entitled to vote thereon. Except as otherwise provided in any existing Award Agreement, any such amendment shall, to the extent deemed necessary or advisable by the
Committee, be applicable to any outstanding Incentives theretofore granted under the Plan. Except as otherwise provided in any Award Agreement, in the event of any such amendment to the Plan, the
holder of any Incentive outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the
Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this  Article 9 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Incentive
theretofore granted under the Plan without the consent of the affected Participant. 


 
 

ARTICLE 10
  TERM    
    



        The Plan shall be effective from the date that this Plan is approved by the Board. Unless sooner terminated by action of the Board, the Plan will terminate on the
date that is 


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ten
years after the date this Plan is adopted by the Board, but Incentives granted before that date will continue to be effective in accordance with their terms and conditions. 


 
 

ARTICLE 11
  CAPITAL ADJUSTMENTS    
    


        In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination,
subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other
similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent the dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the (i) the number of shares and type of
Common Stock (or the securities or property) which thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to
outstanding Awards, (iii) the number of shares and type of Common Stock (or other securities or property) specified as the annual per-participant limitation under Section 6.6
of the Plan, (iv) the Option Price of each outstanding Award, (v) the amount, if any, the Company pays for forfeited shares of Common Stock in accordance with Section 6.5, and
(vi) the number of or SAR Price of shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan to the end that the same proportion of the Company's
issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate SAR Price; provided however, that
the number of shares of Common Stock (or other securities or property) subject to any Award shall always be a whole number. In lieu of the foregoing, if deemed appropriate, the Committee may make
provision for a cash payment to the holder of an outstanding Award, except as may otherwise be provided in an applicable Award Agreement. Notwithstanding the foregoing, no such adjustment or cash
payment shall be made or authorized to the extent that such adjustment or cash payment would cause the Plan or any Stock Option to violate Code Section 422. Such adjustments shall be made in
accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject. No adjustment or cash payment will be required under this
Article 11 for the issuance of Common Stock for such consideration, not less than the par value of the Common Stock, as may be determined from time to time by the Board to be fair
consideration. 


        Upon
the occurrence of any such adjustment or cash payment, the Company shall provide notice to each affected Participant of its computation of such adjustment or cash payment which
shall be conclusive and shall be binding upon each such Participant. 


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ARTICLE 12
  RECAPITALIZATION, MERGER AND CONSOLIDATION    
    


        12.1 No Effect on Company's Authority. The existence of this Plan and Incentives granted hereunder shall not affect in any
way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure and its
business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights
thereof (or any rights, options, or warrants to purchase same), or 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, whether of a similar character or otherwise. 


        12.2 Conversion of Incentives Where Company Survives. Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to the securities or rights (including cash,
property, or assets) to which a holder of the number of shares of Common Stock subject to the Incentive would have been entitled. 


        12.3 Exchange or Cancellation of Incentives Where Company Does Not Survive. In the event of any merger, consolidation or
share exchange which is a Change of Control in which the Company does not survive, there may be substituted for each share of Common Stock subject to the unexercised portions of outstanding Stock
Options or SARs, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed
or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Stock Options or SARs to be thereafter exercisable for such stock,
securities, cash, or property in accordance with their terms. 


        Notwithstanding
the foregoing, however, all Stock Options or SARs may be canceled by the Company, in its sole discretion, as of the effective date of any merger, consolidation or share
exchange which is a Change of Control in which the Company does not survive, by either: 



        (a)   giving
notice to each holder thereof or his personal representative of its intention to cancel such Stock Options or SARs and permitting the purchase during the thirty
(30) day period next preceding such effective date of any or all of the shares subject to such outstanding Stock Options or SARs, including, in the Board's discretion, some or all of the shares
as to which such Stock Options or SARs would not otherwise be vested and exercisable; or 


        (b)   paying
the holder thereof an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such
transaction, and the exercise price per share of such Stock Option (hereinafter the "Spread"), multiplied by the number of shares subject to the Stock Option. In cases where the shares constitute, or
would after exercise, constitute Restricted Stock, the Company, in its discretion, may include some or all of those 



16







 

shares
in the calculation of the amount payable hereunder. In estimating the Spread, appropriate adjustments to give effect to the existence of the Stock Options shall be made, such as deeming the
Stock Options to have been exercised, with the Company receiving the exercise price payable thereunder, and treating the shares receivable
upon exercise of the Options as being outstanding in determining the net amount per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount
per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and liquidation by the Company after giving effect to expenses and
charges, including but not limited to taxes, payable by the Company before such liquidation could be completed. 


        (c)   A
Stock Option or SAR that by its terms would be vested and exercisable upon a Change in Control will be considered vested and exercisable for purposes of
Section 12.3(a) hereof. 



 
 

ARTICLE 13    
    


LIQUIDATION OR DISSOLUTION  


        Subject to Section 12.3 hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain unexpired,
(i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of
Common Stock of the Company which such Participant would have been entitled to receive under the Incentive, the same kind and amount of any securities or assets as may be issuable, distributable, or
payable upon any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any
Incentive, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of
earned surplus and designated as such) then in such event the purchase price, if any, Option Prices or SAR Prices then in effect with respect to each Stock Option or SAR shall be reduced, on the
payment date of such distribution, in proportion to the percentage reduction in the tangible book value of the shares of the Company's Common Stock (determined in accordance with generally accepted
accounting principles) resulting by reason of such distribution. 


 
 

ARTICLE 14
  INCENTIVES IN SUBSTITUTION FOR
  INCENTIVES GRANTED BY OTHER ENTITIES    
    


        Incentives may be granted under the Plan from time to time in substitution for similar instruments held by employees or directors of a corporation, partnership,
or limited liability company who become or are about to become Employees or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation
with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The terms and
conditions of the substitute Incentives so granted may 


17







 

vary
from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Incentives
in substitution for which they are granted. 


 
 

ARTICLE 15
  MISCELLANEOUS PROVISIONS    
    


        15.1 Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the
Plan, such evidence as it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view
to their distribution. 


        15.2 Nonpublicly Traded Common Stock. In the event a Participant receives, as Restricted Stock or pursuant to the exercise of
a Stock Option, shares of Common Stock that are Nonpublicly Traded (as defined herein), the Committee may impose restrictions and conditions on the transfer or other disposition of those shares. The
restrictions and conditions may be reflected in the Award Agreement or in a separate stockholders' agreement. 


        15.3 No Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any
Participant any right with respect to continuance of employment by the Company or any Subsidiary. 



        15.4 Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the
Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all
members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action, determination, or interpretation. 


        15.5 Effect of the Plan. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to
give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf
of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein. 


        15.6 Compliance With Other Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall
not be required to sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or
regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded; and, as a condition
of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation. The 


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Plan,
the grant and exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may be required. 


        15.7 Lock-up Agreement. The Company may require that an Award Agreement include a provision requiring a
Participant to agree that in connection with an underwritten public offering of Common Stock, upon the request of the Company or the principal underwriter managing such public offering, no shares of
Common Stock received by the Participant under such Award Agreement may be sold, offered for sale or otherwise disposed of without the prior written consent of the Company or such underwriter, as the
case may be, for at least one hundred eighty (180) days after the effectiveness of the registration statement filed in connection with such offering, or such longer period of time as the Board
may determine, if all of the Company's directors and officers agree to be similarly bound. The obligations contained in an Award Agreement, if applicable, shall remain effective for all underwritten
public offerings with respect to which the Company has filed a registration statement on or before the date five (5) years after the closing of the Company's initial public offering, provided,
however, that this Section 15.7 shall cease to apply to any such shares of Common Stock sold to the public pursuant to an effective registration statement or an exemption from the registration
requirements of the Securities Act in a transaction that complied with the terms of the applicable Award Agreement. 


        15.8 Tax Requirements. The Company shall have the right to deduct from all amounts hereunder paid in cash or other form, any
Federal, state, or local taxes required by law to be withheld with respect to such payments. The Participant receiving shares of Common Stock issued under the Plan shall be required to pay the Company
the amount of any taxes which the Company is required to withhold with respect to such shares of Common Stock. Notwithstanding the foregoing, in the event of an assignment of a Nonqualified Stock
Option or SAR pursuant to Section 15.9, the Participant who assigns the Nonqualified Stock Option or SAR shall remain subject to withholding taxes upon exercise of the Nonqualified Stock Option
or SAR by the transferee to the extent required by the Code or the rules and regulations promulgated thereunder. Such payments shall be required to be made prior to the delivery of any certificate
representing such shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares
under (iii) below) the required tax withholding obligation of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising
Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six months prior to the date of exercise, which shares so delivered have an aggregate
Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole
discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the exercise of the Stock Option, which shares so withheld have an aggregate fair market value
that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). 



        15.9 Assignability. Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or
encumbered other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only 


19







 

by
the Participant or the Participant's legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a
beneficiary will not constitute a transfer of the Stock Option. The Committee may waive or modify any limitation contained in the preceding sentences of this Section 15.9 that is not required
for compliance with Section 422 of the Code. 


        Except
as otherwise provided herein, Nonqualified Stock Options and SARs may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or
the laws of descent and distribution. The Committee may, in its discretion, authorize all or a portion of a Nonqualified Stock Option or an SAR granted to a Participant to be on terms which permit
transfer by such Participant to (i) the spouse (or former spouse), children or grandchildren of the Participant ("Immediate Family Members"), (ii) a trust or trusts for the exclusive
benefit of such Immediate Family Members, (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by
Immediate Family Members, (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (v) a split interest trust or
pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no
consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option or SAR is granted must be approved by the Committee and must expressly provide for
transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred Nonqualified Stock Options or SARs shall be prohibited except those by will or the laws of
descent and distribution. 


        Following
any transfer, any such Nonqualified Stock Option or SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Articles 8, 9, 11, 13 and 15 hereof the term "Participant" shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with
respect to the original Participant, following which the Nonqualified Stock Options and SARs shall be exercisable by the transferee only to the extent and for the periods specified in the Award
Agreement. The Committee and the Company shall have no obligation to inform any transferee of a Nonqualified Stock Option or an SAR of any expiration, termination, lapse or acceleration of such Stock
Option or SAR. The Company shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued under a Nonqualified Stock Option or SAR
that has been transferred by a Participant under this Section 15.9. 


        15.10 Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall
constitute general funds of the Company. 


        15.11 Legend. Each certificate representing shares of Restricted Stock issued to a Participant shall bear the following
legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand by the
Company and so endorsed): 




On
the face of the certificate: 



"Transfer
of this stock is restricted in accordance with conditions printed on the reverse of this certificate." 





20







 


On
the reverse: 



"The
shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain Liberté Investors Inc. Long Term Incentive Plan (the
"Plan"), a copy of which is on file at the principal office of the Company in Dallas, Texas. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to
the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan." 






        The
following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable
federal and state securities laws: 





"Shares
of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the
registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in
transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel
satisfactory to the Company." 






        A
copy of this Plan shall be kept on file in the principal office of the Company in Dallas, Texas. 


* * * * *  


21







 

IN
WITNESS WHEREOF, the Company has caused this instrument to be executed as of July 1, 2002 by its Chief Executive Officer and Secretary pursuant to prior action taken by the Board. 



	

 	
 	

LIBERTÉ INVESTORS INC.
	

 	
 	

By:	
 	

/s/  GERALD J. FORD      

	 	 	Name:	 	Gerald J. Ford

	 	 	Title:	 	Chief Executive Officer

	

Attest:	
 	

 	
 	

 
	

/s/  ELLEN BILLINGS, SECRETARY      
	
 	

 	
 	

 




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QuickLinks



EXHIBIT 4.4


LIBERTÉ INVESTORS INC. 2002 LONG TERM INCENTIVE PLAN AMENDMENT NO. 1

LIBERTÉ INVESTORS INC. 2002 LONG TERM INCENTIVE PLAN

ARTICLE 1 PURPOSE

ARTICLE 2 DEFINITIONS

ARTICLE 3 ADMINISTRATION

ARTICLE 4 ELIGIBILITY

ARTICLE 5

ARTICLE 6 GRANT OF AWARDS

ARTICLE 7 AWARD PERIOD; VESTING

ARTICLE 8 EXERCISE OF INCENTIVE

ARTICLE 9 AMENDMENT OR DISCONTINUANCE

ARTICLE 10 TERM

ARTICLE 11 CAPITAL ADJUSTMENTS

ARTICLE 12 RECAPITALIZATION, MERGER AND CONSOLIDATION

ARTICLE 13

ARTICLE 14 INCENTIVES IN SUBSTITUTION FOR INCENTIVES GRANTED BY OTHER ENTITIES

ARTICLE 15 MISCELLANEOUS PROVISIONS