Form of Aames Equity Incentive Plan



 Exhibit 10.1 
  
 AAMES INVESTMENT CORPORATION 2004 
 EQUITY INCENTIVE PLAN 
  
 SECTION 1 
 GENERAL 
  
 1.1. Purpose. The Aames Investment Corporation 2004 Equity Incentive Plan (the “Plan”) has been established by Aames Investment
Corporation (the “Company”) to (i) attract and retain persons eligible to participate in the Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; and (iv) further identify Participants’ interests with those of the Company’s other stockholders through compensation that is based on the Company’s common
stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term stockholder return. 
  
 1.2. Participation. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among the Eligible Individual, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the Plan. 
  
 1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 5 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the
definition provisions of Section 9). 
  
 SECTION 2

 OPTIONS AND SARS 
  
 2.1. Definitions. 
  

	(a)	The grant of an “Option” entitles the Participant to purchase shares of Stock at an Exercise Price established by the Committee. Any Option granted under this Section 2
may be either an incentive stock option (an “ISO”) or a non-qualified option (an “NQO”), as determined in the discretion of the Committee. An “ISO” is an Option that is intended to satisfy the requirements applicable to
an “incentive stock option” described in section 422(b) of the Code. An “NQO” is an Option that is not intended to be an “incentive stock option” as that term is described in section 422(b) of the Code.


  

	(b)	A stock appreciation right (an “SAR”) entitles the Participant to receive, in cash or Stock (as determined in accordance with subsection 5.7), value equal to (or otherwise
based on) the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) an Exercise Price established by the Committee. 

  
 2.2. Exercise Price. The “Exercise Price” of each Option and SAR granted under this Section 2 shall be
established by the Committee or shall be determined by a method established by the Committee at the time the Option or SAR is granted. The Exercise Price shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant
(or, if greater, the par value of a share of Stock); provided, however, that the Committee, in its discretion, may establish an Exercise Price of an Option or SAR granted under this Section 2 that varies based on the stock price of a comparator
group of companies or such other index as is selected by the Committee (resulting in an Exercise Price that may at times be less than the Fair Market Value of a share of Stock on the date of grant); and further provided that such variable price
shall not be used if the Committee intends that the Options or SARs be Performance-Based Compensation and/or the Options be Incentive Stock Options, and the use of such variable pricing would preclude such treatment. 
  

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 2.3. Exercise. An Option and an SAR shall be exercisable in accordance with such terms and
conditions and during such periods as may be established by the Committee. In no event, however, shall an Option or SAR expire later than ten years after the date of its grant. 
  
 2.4. Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 2
shall be subject to the following: 
  

	(a)	Subject to the following provisions of this subsection 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise arrangement approved by the Committee and described in paragraph 2.4(c), payment may be made as soon as practicable after the exercise). 

  

	(b)	Subject to applicable law, the Exercise Price shall be payable in cash, by promissory note, or by tendering, by either actual delivery of shares or by attestation, shares of Stock
acceptable to the Committee, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee; provided that, except as otherwise provided by the Committee, payments made with shares of Stock
in accordance with this paragraph (b) shall be limited to shares held by the Participant for not less than six months prior to the payment date. 

  

	(c)	Subject to applicable law, the Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell
shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.


  
 2.5. No Repricing. Except for either
adjustments pursuant to paragraph 5.2(f) (relating to the adjustment of shares), or reductions of the Exercise Price approved by the Company’s stockholders, the Exercise Price for any outstanding Option may not be decreased after the date of
grant nor may an outstanding Option granted under the Plan be surrendered to the Company as consideration for the grant of a replacement Option with a lower exercise price. 
  
 2.6. Grants of Options and SARs. An Option may but need not be in tandem with an SAR, and an SAR may but need not be
in tandem with an Option (in either case, regardless of whether the original award was granted under this Plan or another plan or arrangement). If an Option is in tandem with an SAR, the exercise price of both the Option and SAR shall be the same,
and the exercise of the Option or SAR with respect to a share of Stock shall cancel the corresponding tandem SAR or Option right with respect to such share. If an SAR is in tandem with an Option but is granted after the grant of the Option, or if an
Option is in tandem with an SAR but is granted after the grant of the SAR, the later granted tandem Award shall have the same exercise price as the earlier granted Award, but the exercise price for the later granted Award may be less than the Fair
Market Value of the Stock at the time of such grant. 
  
 SECTION
3 
 FULL VALUE AWARDS 
  
 3.1. Definition. A “Full Value Award” is a grant of one or more shares of Stock or a right to receive one or more shares of Stock in the
future, with such grant subject to one or more of the following, as determined by the Committee: 
  

	(a)	The grant shall be in consideration of a Participant’s previously performed services, or surrender of other compensation that may be due. 

  

	(b)	The grant shall be contingent on the achievement of performance or other objectives during a specified period. 

  

	(c)	The grant shall be subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the
Participant, or achievement of performance or other objectives. 

  
  

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 The grant of Full Value Awards may also be subject to such other conditions, restrictions and
contingencies, as determined by the Committee. 
  
 3.2.
Restrictions on Awards. 
  

	(a)	The Committee may designate a Full Value Award granted to any Participant as Performance-Based Compensation. To the extent required by Code section 162(m), any Full Value Award so
designated shall be conditioned on the achievement of one or more performance objectives. The performance objectives shall be based on the Performance Measures selected by the Committee. For Awards under this Section 3 intended to be
Performance-Based Compensation, the grant of the Awards and the establishment of the Performance Measures shall be made during the period required under Code section 162(m). 

  

	(b)	If the right to become vested in a Full Value Award is conditioned on the completion of a specified period of service with the Company or the Subsidiaries, without achievement of
Performance Measures or other performance objectives (whether or not related to Performance Measures) being required as a condition of vesting, and without it being granted in lieu of other compensation, then the required period of service for full
vesting shall be not less than three years (subject to acceleration of vesting, to the extent permitted by the Committee, in the event of the Participant’s death, disability, retirement, change in control or termination).


  
 SECTION 4 
 CASH INCENTIVE AWARDS 
  
 A Cash Incentive Award is the grant of a right to receive a payment of cash (or in the discretion of the Committee, Stock having value equivalent to the
cash otherwise payable) that is contingent on achievement of performance objectives over a specified period established by the Committee. The grant of Cash Incentive Awards may also be subject to such other conditions, restrictions and
contingencies, as determined by the Committee. The Committee may designate a Cash Incentive Award granted to any Participant as Performance-Based Compensation. To the extent required by Code section 162(m), any such Award so designated shall be
conditioned on the achievement of one or more Performance Measures, as selected by the Committee. For Awards under this Section 4 intended to be Performance-Based Compensation, the grant of the Awards and the establishment of the Performance
Measures shall be made during the period required under Code section 162(m). 
  
 SECTION 5 
 OPERATION AND ADMINISTRATION 
  
 5.1. Effective Date. Subject to the approval of the shareholders of
the Company and of Aames Financial Corporation, and contingent on the closing of the initial public offering of the Stock of the Company not later than September 30, 2004 (the “Public Offering”), the Plan shall be effective as of the
“Effective Date,” which shall be the date immediately prior to the date of the Public Offering. In the event of Plan termination, the terms of the Plan shall remain in effect as long as any Awards under it are outstanding; provided,
however, that no Awards may be granted under the Plan after the ten-year anniversary of the Effective Date. 
  
 5.2. Shares and Other Amounts Subject to Plan. The shares of Stock for which Awards may be granted under the Plan shall be subject to the
following: 
  

	(a)	The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued or, to the extent permitted by applicable law,
currently held or acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions. 

  

	(b)	Subject to the following provisions of this subsection 5.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall
be equal to                  shares of Stock. 

  

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	(c)	To the extent provided by the Committee, any Award may be settled in cash rather than Stock. 

  

	(d)	Only shares of Stock, if any, actually delivered to the Participant or beneficiary on an unrestricted basis with respect to an Award shall be treated as delivered for purposes of
the determination under paragraph (b) above, regardless of whether the Award is denominated in Stock or cash. Consistent with the foregoing: 

  

	 	(i)	To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of Stock are not
delivered on an unrestricted basis (including, without limitation, by reason of the Award being settled in cash or used to satisfy the applicable tax withholding obligation), such shares shall not be deemed to have been delivered for purposes of the
determination under paragraph (b) above. 

  

	 	(ii)	If the exercise price of any Option granted under the Plan, or the tax withholding obligation with respect to any Award granted under the Plan, is satisfied by tendering shares of
Stock to the Company (by either actual delivery or by attestation), only the number of shares of Stock issued net of the shares of Stock tendered shall be deemed delivered for purposes of determining the number of shares of Stock available for
delivery under the Plan. 

  

	(e)	Subject to paragraph 5.2(f), the following additional maximums are imposed under the Plan. 

  

	 	(i)	The maximum number of shares of Stock that may be delivered to Participants and their beneficiaries with respect to ISOs granted under the Plan shall be
             shares; provided, however, that to the extent that shares not delivered must be counted against this limit as a condition of satisfying the rules applicable to ISOs, such rules
shall apply to the limit on ISOs granted under the Plan. 

  

	 	(ii)	The maximum number of shares that may be covered by Awards granted to any one Participant during any one calendar-year period pursuant to Section 2 (relating to Options and SARs)
shall be              shares. For purposes of this paragraph (ii), if an Option is in tandem with an SAR, such that the exercise of the Option or SAR with respect to a share of Stock
cancels the tandem SAR or Option right, respectively, with respect to such share, the tandem Option and SAR rights with respect to each share of Stock shall be counted as covering but one share of Stock for purposes of applying the limitations of
this paragraph (ii). 

  

	 	(iii)	The maximum number of shares of Stock that may be issued in conjunction with Awards granted pursuant to Section 3 (relating to Full Value Awards) shall be
                 shares. 

  

	 	(iv)	For Full Value Awards that are intended to be Performance-Based Compensation, no more than              shares of Stock
may be delivered pursuant to such Awards granted to any one Participant during any one-calendar-year period (regardless of whether settlement of the Award is to occur prior to, at the time of, or after the time of vesting); provided that Awards
described in this paragraph (iv) that are intended to be Performance-Based Compensation shall be subject to the following: 

  

	 	(A)	If the Awards are denominated in Stock but an equivalent amount of cash is delivered in lieu of delivery of shares of Stock, the foregoing limit shall be applied based on the
methodology used by the Committee to convert the number of shares of Stock into cash. 

  

	 	(B)	If delivery of Stock or cash is deferred until after shares of Stock have been earned, any adjustment in the amount delivered to reflect actual or deemed investment experience after
the date the shares are earned shall be disregarded. 

  

	 	(v)	For Cash Incentive Value Awards that are intended to be Performance-Based Compensation, the maximum amount payable to any Participant with respect to any performance period shall
equal $             multiplied by the number of calendar months included in that performance period; provided that Awards described in this paragraph (v) that are intended to be
Performance-Based Compensation, shall be subject to the following: 

  

	 	(A)	If the Awards are denominated in cash but an equivalent amount of Stock is delivered in lieu of delivery of cash, the foregoing limit shall be applied to the cash based on the
methodology used by the Committee to convert the cash into shares of Stock. 

  

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	 	(B)	If delivery of Stock or cash is deferred until after cash has been earned, any adjustment in the amount delivered to reflect actual or deemed investment experience after the date
the cash is earned shall be disregarded. 

  

	(f)	In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Committee may adjust Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee may include: (i) adjustment of the
number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise Price of outstanding Options and SARs; and (iv) any other adjustments
that the Committee determines to be equitable (which may include, without limitation, (I) replacement of Awards with other Awards which the Committee determines have comparable value and which are based on stock of a company resulting from the
transaction, and (II) cancellation of the Award in return for cash payment of the current value of the Award, determined as though the Award is fully vested at the time of payment, provided that in the case of an Option or SAR, the amount of such
payment may be the excess of value of the Stock subject to the Option or SAR at the time of the transaction over the exercise price). 

  
 5.3. General Restrictions. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following: 
  

	(a)	Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless
such delivery or distribution complies with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. 


 

	(b)	To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock exchange. 

  
 5.4. Tax Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (i) through cash payment by the
Participant; (ii) through the surrender of shares of Stock which the Participant already owns (provided, however, that to the extent shares described in this clause (ii) are used to satisfy more than the minimum statutory withholding obligation, as
described below, then, except as otherwise provided by the Committee, payments made with shares of Stock in accordance with this clause (ii) shall be limited to shares held by the Participant for not less than six months prior to the payment date);
or (iii) through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan, provided, however, that such shares under this clause (iii) may be used to satisfy not more than the Company’s minimum statutory
withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). 
  
 5.5. Grant and Use of Awards. In the discretion of the Committee, a Participant may be granted any Award permitted
under the provisions of the Plan, and more than one Award may be granted to a Participant. Subject to subsection 2.5 (relating to repricing), Awards may be granted as alternatives to or replacement of awards granted or outstanding under the Plan, or
any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). Subject to the overall limitation on the number of shares
of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Subsidiary,
including the plans and arrangements of the Company or a Subsidiary assumed in business combinations. Notwithstanding the provisions of subsection 2.2, Options and SARs granted under the Plan in replacement for awards under plans 

  

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and arrangements of the Company or a Subsidiary assumed in business combinations may provide for exercise prices that are less than the Fair Market Value of
the Stock at the time of the replacement grants, if the Committee determines that such exercise price is appropriate to preserve the economic benefit of the award. 
  
 5.6. Dividends and Dividend Equivalents. An Award (including without limitation an Option or SAR Award) may provide
the Participant with the right to receive dividend or dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject to the Award is earned, vested, or acquired), which payments may be either made
currently or credited to an account for the Participant, and may be settled in cash or Stock, as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may
be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents. 
  
 5.7. Settlement of Awards. The obligation to make payments and distributions with respect to Awards may be satisfied
through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Satisfaction of any such obligations under an Award, which is sometimes referred to as
“settlement” of the Award, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Award payment, subject to such rules and procedures as
it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, and may include converting such credits into deferred Stock equivalents. Each Subsidiary shall be liable for payment of cash due under
the Plan with respect to any Participant to the extent that such benefits are attributable to the services rendered for that Subsidiary by the Participant. Any disputes relating to liability of a Subsidiary for cash payments shall be resolved by the
Committee. 
  
 5.8. Transferability. Except as otherwise
provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution. 
  
 5.9. Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by
any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such times, in such form, and subject to such restrictions and limitations,
not inconsistent with the terms of the Plan, as the Committee shall require. 
  
 5.10. Agreement With Company. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and
conditions of any Award to any Participant shall be reflected in such form of written (including electronic) document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need
not require that the Participant sign a copy of such document. Such document is referred to in the Plan as an “Award Agreement” regardless of whether any Participant signature is required. 
  
 5.11. Action by Company or Subsidiary. Any action required or
permitted to be taken by the Company or any Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock exchange) by a duly authorized officer of such company. 
  
 5.12. Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the
plural and the plural shall include the singular. 
  
 5.13.
Limitation of Implied Rights. 
  

	(a)	 Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the
Company or any Subsidiary whatsoever, including, without 



  

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limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a
liability under the Plan. A Participant shall have only a contractual right to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a
guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. 


  

	(b)	The Plan does not constitute a contract of employment, and selection as a Participant will not give any participating employee the right to be retained in the employ of the Company
or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder
thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. 

  

5.14. Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person
acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties. 
  
 SECTION 6 
 CHANGE IN CONTROL 
  
 Subject to the provisions of paragraph 5.2(f) (relating to the adjustment of
shares), the occurrence of a Change in Control shall have the effect, if any, with respect to any Award as set forth in the Award Agreement or, to the extent not prohibited by the Plan or the Award Agreement, as provided by the Committee.

  
 SECTION 7 
 COMMITTEE 
  
 7.1. Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the
“Committee”) in accordance with this Section 7. The Committee shall be selected by the Board, and shall consist solely of two or more members of the Board. If the Committee does not exist, or for any other reason determined by the Board,
and to the extent not prohibited by applicable law or the applicable rules of any stock exchange, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee. 
  
 7.2. Powers of Committee. The Committee’s administration of the
Plan shall be subject to the following: 
  

	(a)	Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the Eligible Individuals those persons who shall receive Awards, to
determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and (subject to the
restrictions imposed by Section 8) to amend, cancel, or suspend Awards. 

  

	(b)	To the extent that the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the
United States, the Committee will have the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United
States. 

  

	(c)	The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms
and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. 

  

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	(d)	Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons. 

  

	(e)	In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the articles and by-laws of the Company, and
applicable state corporate law. 

  
 7.3.
Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may
delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. 
  
 7.4. Information to be Furnished to Committee. The Company and Subsidiaries shall furnish the Committee with such
data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment
and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers
desirable to carry out the terms of the Plan. 
  
 SECTION 8

 AMENDMENT AND TERMINATION 
  
 The Board may, at any time, amend or terminate the Plan, and the Board or the Committee may amend any Award Agreement, provided that no amendment or
termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted
under the Plan prior to the date such amendment is adopted by the Board (or the Committee, if applicable); and further provided that adjustments pursuant to paragraph 5.2(f) shall not be subject to the foregoing limitations of this Section 8; and
further provided that the provisions of subsection 2.5 (relating to Option repricing) cannot be amended unless the amendment is approved by the Company’s stockholders. 
  
 SECTION 9 
 DEFINED TERMS 
  
 In addition to the other
definitions contained herein, the following definitions shall apply: 
  

	(a)	Award. The term “Award” means any award or benefit granted under the Plan, including, without limitation, the grant of Options, SARs, Full Value Awards, and Cash
Incentive Awards. 

  

	(b)	Board. The term “Board” means the Board of Directors of the Company. 

  

	(c)	Change in Control. For purposes of the Plan, the term “Change in Control” means the occurrence of the events described in any of paragraphs (i), (ii), (iii) or (iv)
below: 

  

	 	(i)	Acquisition of Securities. The acquisition (disregarding any Excluded Acquisitions) by any Person of ownership of any Voting Securities if, immediately after such
acquisition, such Person has ownership of more than [twenty-five percent (25%)] of either the Outstanding Company Common Stock, or the combined voting power of the Outstanding Company Voting Securities. 

  

	 	(ii)	Change in Board. Individuals who constitute the Incumbent Board cease for any reason to represent greater than 50% of the voting power of the members of the Board.


  

	 	(iii)	Corporate Transaction. Consummation of (A) a Corporate Transaction or (B) the sale or other disposition of more than fifty percent (50%) of the operating assets of the
Company (determined on a consolidated basis), but not including an Internal Reorganization. 

  

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	 	(iv)	Liquidation. Approval by the shareholders of the Company of a plan of complete liquidation or dissolution of the Company. 

  

	 	(v)	Definitions. The terms used in the definition of “Change in Control” shall have the following meanings: 

  

	 	(A)	The term “Company Plan” means an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company.


  

	 	(B)	The term “Corporate Transaction” means any reorganization, merger, consolidation, or other business combination involving the Company. 

  

	 	(C)	The following shall constitute “Excluded Acquisitions” of Stock or Voting Securities (whichever is applicable): 

  

	 	(I)	Any acquisition of Stock or Voting Securities (whichever is applicable) by a Company Plan. 

  

	 	(II)	Any acquisition of Stock or Voting Securities (whichever is applicable) by an underwriter temporarily holding securities pursuant to an offering of such securities.


  

	 	(III)	Any acquisition of Stock or Voting Securities (whichever is applicable) by any Person pursuant to an Internal Reorganization. 

  

	 	(IV)	Any acquisition of Stock or Voting Securities (whichever is applicable) directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion
or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company). 

  

	 	(V)	Any acquisition of Stock or Voting Securities (whichever is applicable) by the Company. 

  

	 	(D)	The members of the “Incumbent Board” shall mean the members of the Board of Directors as of the Effective Date of this Agreement and shall also mean any individual
becoming a director after that date whose election, or nomination for election by the Company shareholders, was approved by a vote of a least a majority of the directors then comprising the Incumbent Board; provided, however, that
there shall be excluded for this purpose any such individual whose initial assumption of office occurs as a result of an actual or publicly threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Exchange Act) or
other actual or publicly threatened solicitation of proxies or consents by or on behalf of a Person other than the Board. 

  

	 	(E)	The term “Internal Reorganization” means a sale-leaseback or other arrangement resulting in the continued utilization of the assets being sold or otherwise transferred (or
the operating products of such assets) by the Company. The term “Internal Reorganization” also means a Corporate Transaction to which all of paragraphs (I), (II), and (III) below are applicable: 

  

	 	(I)	All or substantially all of the individuals and entities who have ownership, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction have ownership of more than fifty percent (50%) of, respectively, the then outstanding shares of common equity securities and the combined voting power of the then outstanding Voting Securities
entitled to vote generally in the election of directors, as the case may be, of the ultimate parent entity resulting from such Corporate Transaction (including, without limitation, an entity which, as a result of such transaction, has ownership of
the Company or all or substantially all of the assets of the Company either directly or through one or more subsidiaries) in substantially the same relative proportions as their ownership, immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be. 

  

	 	(II)	 No Person (other than the Company, any Company Plan or related trust, the corporation resulting from such Corporate Transaction, and any Person having ownership,
immediately 



  

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prior to such Corporate Transaction, directly or indirectly, of more than twenty-five percent (25%) of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) will have ownership of more than twenty-five percent (25%) of, respectively, the then outstanding common stock of the ultimate parent entity resulting from such Corporate Transaction or the
combined voting power of the then outstanding Voting Securities of such entity. 


  

	 	(III)	Individuals who were members of the Incumbent Board immediately prior to the Corporate Transaction will constitute at least a majority of the members of the board of directors of
the ultimate parent entity resulting from such Corporate Transaction. 

  

	 	(F)	The term “Outstanding Company Common Stock” as of any date means the then outstanding shares of common stock, of whatever class, of the Company. 


 

	 	(G)	The term “Outstanding Company Voting Securities” as of any date means the then outstanding Voting Securities (which shall be counted based on the number of votes that may
be cast per share). 

  

	 	(H)	The term “ownership” means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act. 

  

	 	(I)	The term “Person” means an individual, entity or group as that term is used in Section 13(d)(3) or 14(d)(2) of the Exchange Act. 

  

	 	(J)	The term “Voting Securities” as of any date means any of the outstanding securities of the Company entitled to vote generally in the election of the Company’s Board
of Directors. 

  

	(d)	Code. The term “Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor
provision of the Code. 

  

	(e)	Eligible Individual. For purposes of the Plan, the term “Eligible Individual” means any employee of the Company or a Subsidiary, and any consultant, director, or
other person providing services to the Company or a Subsidiary; provided, however, that an incentive stock option may only be granted to an employee of the Company or a Subsidiary. An Award may be granted to an employee, in connection with hiring,
retention or otherwise, prior to the date the employee first performs services for the Company or the Subsidiaries, provided that such Awards shall not become vested prior to the date the employee first performs such services.


  

	(f)	Fair Market Value. Except as otherwise provided by the Committee, for purposes of determining the “Fair Market Value” of a share of Stock as of any date, the
following rules shall apply: 

  

	 	(i)	If the principal market for the Stock is a national securities exchange or the Nasdaq stock market, then the “Fair Market Value” as of that date shall be the mean between
the lowest and highest reported sale prices of the Stock on that date on the principal exchange or market on which the Stock is then listed or admitted to trading. 

  

	 	(ii)	If sale prices are not available or if the principal market for the Stock is not a national securities exchange and the Stock is not quoted on the Nasdaq stock market, then the
“Fair Market Value” as of that date shall be the mean between the highest bid and lowest asked prices for the Stock on such day as reported on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or a
comparable service. 

  

	 	(iii)	If the day is not a business day, and as a result, paragraphs (i) and (ii) above are inapplicable, the Fair Market Value of the Stock shall be determined as of the next earlier
business day. If paragraphs (i) and (ii) above are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by the Committee. 

  

	(g)	Performance-Based Compensation. The term “Performance-Based Compensation” shall have the meaning ascribed to it under Code section 162(m) and the regulations
thereunder. 

  

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	(h)	Performance Measures. The “Performance Measures” shall be based on any one or more of the following Company, Subsidiary, operating unit or division performance
measures:                         ; or any combination thereof. Each goal may be expressed on an absolute and/or relative basis,
may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons
relating to capital, stockholders equity and/or shares outstanding, investments or to assets or net assets. 

  

	(i)	Subsidiary. For purposes of the Plan, the term “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a
fifty percent voting or profits interest is owned, directly or indirectly, by the Company (or by any entity that is a successor to the Company), and any other business venture designated by the Committee in which the Company (or any entity that is a
successor to the Company) has a significant interest, as determined in the discretion of the Committee. 

  

	(j)	Stock. The term “Stock” means shares of common stock of the Company. 

  

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 Possible Performance Measures 
  
 These are alternatives for the definition of “Performance Measures.” 
  
 core earnings 
  
 earnings per share 
  
 growth in earnings 
  
 ratio of earnings to equity or assets 
  
 earnings before income taxes and depreciation 
  
 earnings before interest, taxes, depreciation and
amortization (“EDITDA”) 
  
 operating earnings
(earnings before transaction-related expense) per diluted share of common stock, either before or after amortization of intangible assets (goodwill) 
  
 cash flow 
  
 return on total capital 
  
 return on assets 
  
 total shareholder return 
  
 return on equity 
  
 return on average common equity 
  
 return on average equity 
  
 return on average assets 
  
 return on invested capital 
  
 economic value added 
  
 increase in surplus 
  
 reductions in operating expenses 
  
 increases in operating margins 
  
 net worth 
  
 asset quality 
  
 efficiency ratio 
  
 loan origination 
  
 deposit growth 
  
 interest rate risk 
  
 net operating expense, either before or after amortization of intangible assets (goodwill) 
  
 ratio of non-performing assets to total assets 

 
 customer service 
  
 regulatory compliance 
  
 cost reductions and savings 
  
 pre-tax operating income 
  
 productivity improvements 
  

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