Exhibit 10.1

                               NBC HOLDINGS CORP.

                           2005 RESTRICTED STOCK PLAN


1.      PURPOSE

        This Plan is intended to encourage ownership of Common Stock by
employees, consultants and directors of the Company and its Affiliates and to
provide additional incentive for them to remain employees of the Company and to
promote the success of the Company's business.

2.      DEFINITIONS

        As used in this Plan, the following terms shall have the following
meanings:

        2.1. AFFILIATE means any corporation, partnership, individual, limited
liability company, business trust or other entity controlling, controlled by or
under common control with the Company.

        2.2. AWARD means any grant or sale of Restricted Stock.

        2.3. AWARD AGREEMENT means any agreement or agreements between the
Company and the recipient of an Award, setting forth the terms and conditions of
the Award.

        2.4. BOARD means the Company's Board of Directors.

        2.5. COMMON STOCK or STOCK means common stock, par value $0.001 per
share, of the Company.

        2.6. COMPANY means NBC Holdings Corp., a corporation organized under the
laws of the State of Delaware.

        2.7. PARTICIPANT means any holder of an outstanding Award under the
Plan.

        2.8. PERSON means an individual, corporation, partnership, limited
partnership, limited liability company, syndicate, person (including a "person"
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934), trust,
association or entity or government, political subdivision, agency or
instrumentality of a government.

        2.9. PLAN means this 2005 Restricted Stock Plan of the Company, as
amended from time to time, and including any attachments or addenda hereto.

        2.10. RESTRICTED STOCK means any shares of Common Stock granted or sold
to a Participant under an Award that is subject to a Risk of Forfeiture.
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        2.11. RESTRICTION PERIOD means the period of time, established by the
Board in connection with an Award of Restricted Stock, during which the shares
of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

        2.12. RISK OF FORFEITURE means a limitation on the right of the
Participant to retain Restricted Stock, including a right in the Company to
reacquire the Shares at less than their then fair market value, arising because
of the occurrence or non-occurrence of specified events or conditions.

        2.13. STOCKHOLDERS AGREEMENT means that certain Stockholders Agreement,
dated as of March 4, 2004, by and among the Company and the Stockholders of the
Company named therein, as amended and in effect from time to time.

3.      TERM OF THE PLAN

        Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted under this Plan at any time in the period commencing on the date
of approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the adoption of the Plan by the Board. Awards granted pursuant to
the Plan within that period shall not expire solely by reason of the termination
of the Plan.

4.      STOCK SUBJECT TO THE PLAN

        At no time shall the number of shares of Common Stock issued pursuant to
or subject to outstanding Awards granted under the Plan exceed 4,200 shares of
Common Stock; SUBJECT, HOWEVER, to the provisions of Section 8 of the Plan. For
purposes of applying the foregoing limitation, if any Award of Restricted Stock
is forfeited by the recipient, the shares forfeited by the recipient shall again
be available for Awards to be granted under the Plan. Shares of Common Stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.

5.      ADMINISTRATION

        The Plan shall be administered by the Board. Subject to the provisions
of the Plan, the Board shall have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Award Agreements (which need not be
identical), and to make all other determinations necessary or advisable for the
administration of the Plan. The Board's determinations made in good faith on
matters referred to in the Plan shall be final, binding and conclusive on all
persons having or claiming any interest under the Plan or an Award made pursuant
hereto.

6.      AUTHORIZATION AND ELIGIBILITY

        Awards may be granted under the Plan to employees, consultants and
directors of the Company and its Affiliates. Each grant of an Award shall be
subject to all applicable terms and conditions of the Plan (including but not
limited to any specific terms and conditions applicable to that type of Award
set out in the following Section), and such other terms and conditions, not
inconsistent with the terms of the Plan, as the Board may prescribe. No
prospective Participant shall have any rights with respect to an Award or
otherwise under the Plan, unless and until such Participant has executed an
agreement evidencing the Award, delivered a fully executed copy thereof to the
Company, and otherwise complied with the applicable terms and conditions of such
Award.
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7.      SPECIFIC TERMS OF AWARDS

        7.1. RESTRICTED STOCK.

               (a) PURCHASE PRICE. Shares of Restricted Stock shall be issued
under the Plan for such consideration, in cash, other property or services, or
any combination thereof, as is determined by the Board.

               (b) ISSUANCE OF CERTIFICATES. Each Participant receiving a
Restricted Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

        "The transferability of this certificate and the shares represented by
        this certificate are subject to the terms and conditions of the NBC
        Holdings Corp. 2005 Restricted Stock Plan and an Award Agreement entered
        into by the registered owner and NBC Holdings Corp. Copies of such Plan
        and Agreement are on file in the offices of NBC Holdings Corp."

               (c) ESCROW OF SHARES. The Board may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company or counsel to the
Company) until the restrictions thereon shall have lapsed, and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

               (d) RESTRICTIONS AND RESTRICTION PERIOD. During the Restriction
Period applicable to shares of Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of Forfeiture arising on the basis of
such conditions related to the performance of services, Company or Affiliate
performance or otherwise as the Board may determine and provide for in the
applicable Award Agreement. Any such Risk of Forfeiture may be waived or
terminated, or the Restriction Period shortened, at any time by the Board on
such basis as it deems appropriate.

               (e) TERMINATION OF ASSOCIATION WITH THE COMPANY. Unless the Board
shall provide otherwise for any Award of Restricted Stock or unless otherwise
specified in the Award Agreement, upon termination of a Participant's employment
or other association with the Company and its Affiliates for any reason during
the Restriction Period, all shares of Restricted Stock still subject to Risk of
Forfeiture shall be forfeited or otherwise subject to return to or repurchase by
the Company on the terms specified in the Award Agreement; PROVIDED, HOWEVER,
that military or sick leave or other bona fide leave shall not be deemed a

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termination of employment or other association, if it does not exceed the longer
of 90 days or, in the case of a Participant who has an employment contract with
the Company or one of its Affiliates, the period prior to the termination of
such Participant's employment under such contract in connection with such leave
or in the case of a Participant that does not have an employment contract with
the Company or one of its Affiliates, the period during which the absent
Participant's employment rights, if any, are guaranteed by statute.

               (f) LAPSE OF RESTRICTIONS. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant (and the portion of the legend
relating to the Plan shall be removed) promptly if not theretofore so delivered.

8.      ADJUSTMENT PROVISIONS

        8.1. ADJUSTMENT FOR CORPORATE ACTIONS. The number of shares of Common
Stock set forth in the first sentence of Section 4 reflects the capital
structure of the Company as of the date of adoption of this Plan. Subject to
Section 8.2, if subsequent to that time the outstanding shares of Common Stock
(or any other securities covered by the Plan by reason of the prior application
of this Section 8) are increased, decreased, or exchanged for a different number
or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to shares of
Common Stock or other securities, through merger, consolidation, sale of all or
substantially all the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
distribution or similar event with respect to such shares of Common Stock, or
other securities, an appropriate and proportionate adjustment will be made in
(i) the maximum numbers and kinds of shares or other securities provided in
Section 4, (ii) the numbers and kinds of shares or other securities subject to
the then outstanding Awards, and (iii) the repurchase price of each share of
Restricted Stock then subject to a Risk of Forfeiture in the form of a Company
repurchase right.

        8.2. RELATED MATTERS. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, only by the Board and shall
include any correlative modification of terms, including of dates of vesting or
exercisability or Risks of Forfeiture and applicable repurchase prices for
Restricted Stock, which the Board may deem necessary or appropriate so as to
ensure the rights of the Participants in their respective Awards are not
substantially diminished nor enlarged as a result of the adjustment and
corporate action other than as expressly contemplated in this Section 8. No
fraction of a share shall be issuable, purchasable or deliverable upon an
adjustment of any Award pursuant to this Section 8, but in the event any
adjustment hereunder of the number of shares covered by an Award shall cause
such number to include a fraction of a share, such number of shares shall be
adjusted to the nearest smaller whole number of shares.
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9.      SETTLEMENT OF AWARDS

        9.1. VIOLATION OF LAW. Notwithstanding any other provision of the Plan
or the relevant Award Agreement, if, at any time, in the reasonable opinion of
the Company, the issuance of shares of Common Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the
delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and
(ii) in the case where such issuance would constitute a violation of a law
administered by or a rule or regulation of the Securities and Exchange
Commission, one of the following conditions shall have been satisfied:

               (a) the shares are at the time of the issue of such shares
effectively registered under the Securities Act of 1933; or

               (b) the Company shall have determined, on such basis as it deems
appropriate (including an opinion of counsel in form and substance satisfactory
to the Company) that the sale, transfer, assignment, pledge, encumbrance or
other disposition of such shares or such beneficial interest, as the case may
be, does not require registration under the Securities Act of 1933, as amended
or any applicable state securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

        9.2. CORPORATE RESTRICTIONS ON RIGHTS IN STOCK. Any Common Stock to be
issued pursuant to Awards granted under the Plan shall be subject to all
restrictions upon the transfer thereof which may be now or hereafter imposed by
the charter, certificate or articles, and by-laws, of the Company. Whenever
Common Stock is to be issued pursuant to an Award, the Company shall be under no
obligation to issue such shares until such time, if ever, as the recipient of
the Award shall have become a party to and bound by the Stockholders Agreement.
Except as otherwise expressly provided in the Plan or any Award Agreement, in
the event of any conflict between the provisions of this Plan and the provisions
of the Stockholders Agreement, the provisions of the Stockholders Agreement
shall control, but insofar as possible the provisions of the Plan and such
Agreement shall be construed so as to give full force and effect to all such
provisions.

        9.3. INVESTMENT REPRESENTATIONS. The Company shall be under no
obligation to issue any shares covered by any Award unless the shares to be
issued pursuant to such Award granted under the Plan have been effectively
registered under the Securities Act of 1933, as amended, or the Participant
shall have made such written representations to the Company (upon which the
Company believes it may reasonably rely) as the Company may deem necessary or
appropriate for purposes of confirming that the issuance of such shares will be
exempt from the registration requirements of that Act and any applicable state
securities laws and otherwise in compliance with all applicable laws, rules and
regulations, including but not limited to that the Participant is acquiring the
shares for his or her own account for the purpose of investment and not with a
view to, or for sale in connection with, the distribution of any such shares.
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        9.4. PLACEMENT OF LEGENDS; STOP ORDERS; ETC. Each certificate for shares
of Common Stock to be issued pursuant to Awards granted under the Plan may bear
a reference to the investment representation made in accordance with Section 9.3
in addition to any other applicable restriction under the Plan, the terms of the
Award and, if applicable, under the Stockholders Agreement and to the fact that
no registration statement has been filed with the Securities and Exchange
Commission in respect to such shares of Common Stock. All certificates for
shares of Common Stock or other securities delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Board may
deem advisable under the rules, regulations, and other requirements of any stock
exchange upon which the Common Stock is then listed, and any applicable federal
or state securities law, and the Board may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

        9.5. TAX CONSEQUENCES.

        (a) WITHHOLDING TAXES. Whenever shares of Common Stock are issued or to
be issued pursuant to Awards granted under the Plan, the Company shall have the
right to require the recipient to remit to the Company an amount sufficient to
satisfy federal, state, local or other withholding tax requirements if, when,
and to the extent required by law (whether so required to secure for the Company
an available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The obligations of the Company
under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such withholding taxes from any payment of any kind
otherwise due to the recipient of an Award.

        (b) SECTION 83(B) ELECTION. Each Participant shall deliver to the
Company a signed copy of any instrument, letter or other document the
Participant may execute and file with the Internal Revenue Service evidencing
the Participant's election under Section 83(b)(2) of the Internal Revenue Code
of 1986, as amended, to treat the Participant's receipt of any Restricted Stock
as includable in the Participant's gross income in the year of receipt. The
Participant shall deliver a copy of any such instrument of election to the
Company no later than the date on which any such election is required to be made
in accordance with the appropriate provisions of the Internal Revenue Code or
applicable Regulations thereunder.

10.     RESERVATION OF STOCK

        The Company shall at all times during the term of the Plan reserve or
otherwise keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of the Plan (if then in effect) and shall
pay all fees and expenses necessarily incurred by the Company in connection
therewith.
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11.     NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

        Nothing contained in the Plan or in any Award Agreement shall confer
upon any recipient of an Award any right with respect to the continuation of his
or her employment or other association with the Company (or any Affiliate), or
interfere in any way with the right of the Company (or any Affiliate), subject
to the terms of any separate employment or consulting agreement or provision of
law or corporate charter, certificate or articles, or by-laws, to the contrary,
at any time to terminate such employment or consulting relationship or agreement
or to increase or decrease, or otherwise adjust, the other terms and conditions
of the recipient's employment or other association with the Company and its
Affiliates.

12.     NONEXCLUSIVITY OF THE PLAN

        Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

13.     TERMINATION AND AMENDMENT OF THE PLAN

        The Board may at any time terminate the Plan or make such modifications
to the Plan as it shall deem advisable. Unless the Board otherwise expressly
provides, no amendment of the Plan shall affect the terms of any Award
outstanding on the date of such amendment. In any case, no termination or
amendment of the Plan may, without the consent of any recipient of an Award
granted hereunder, adversely affect the rights of the recipient under such
Award.

        The Board may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

14.     NOTICES AND OTHER COMMUNICATIONS

        Any notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy sent by
regular, certified or overnight mail, addressed or telecopied, as the case may
be, (i) if to the recipient of an Award, at his or her residence address last
filed with the Company and (ii) if to the Company, at its principal place of
business, addressed to the attention of its Treasurer, or to such other address
or telecopier number, as the case may be, as the addressee may have designated

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by notice to the addressor. All such notices, requests, demands and other
communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of telecopy transmission,
when confirmed by telecopy machine report.

15.     GOVERNING LAW

        The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the STATE OF
DELAWARE, without regard to the conflict of laws principles thereof.