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EXHIBIT 4.1




BEIJING MED-PHARM CORPORATION



2007 OMNIBUS EQUITY COMPENSATION PLAN




     The purpose of the Beijing Med-Pharm Corporation 2007 Omnibus Equity Compensation Plan (the
“Plan”) is to provide (i) employees of Beijing Med-Pharm Corporation (the “Company”) and its
subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its
subsidiaries and (iii) non-employee members of the Board of Directors of the Company with the
opportunity to receive grants of incentive stock options, nonqualified stock options, stock
appreciation rights, stock awards, stock units and other stock-based awards. The Company believes
that the Plan will encourage the participants to contribute materially to the growth of the
Company, thereby benefitting the Company’s stockholders, and will align the economic interests of
the participants with those of the stockholders. The Plan shall be effective as of the date the
Plan is approved by the stockholders of the Company.



     The Beijing Med-Pharm Corporation 2004 Stock Incentive Plan, as amended and restated effective
February 23, 2007 (“2004 Plan”) will be merged with and into this Plan as of the Effective Date,
and no additional grants will be made thereafter under the 2004 Plan. Outstanding grants under the
2004 Plan will continue in effect according to their terms as in effect before the Plan merger
(subject to such amendments as the Committee (as defined below) determines, consistent with the
2004 Plan, as applicable), and the shares with respect to outstanding grants under the 2004 Plan
will be issued or transferred under this Plan.



     1. Definitions



     The following terms shall have the meanings set forth below for purposes of the Plan:



          (a) “Board” shall mean the Board of Directors of the Company.




          (b) “Cause” shall mean, except to the extent specified otherwise by the Committee, a
finding by the Committee that the Grantee (i) has breached his or her employment or service
contract with the Employer, (ii) has engaged in disloyalty to the Employer, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (iii) has
disclosed trade secrets or confidential information of the Employer to persons not entitled to
receive such information, (iv) has breached any written non-competition, non-solicitation or
confidentiality agreement between the Grantee and the Employer or (v) has engaged in such other
behavior detrimental to the interests of the Employer as the Committee determines.




          (c) “Change of Control” shall be deemed to have occurred if:




               (i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange
Act) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 50% of the voting power of the then
outstanding securities of the Company; provided that a Change of Control shall not be deemed to
occur as a result of a transaction in which the Company becomes a subsidiary of another corporation
and in which the stockholders of the Company, immediately prior to the transaction, will
beneficially own, immediately after the transaction, shares entitling such stockholders to more
than 50% of all votes to which all stockholders of the parent corporation would be entitled in the
election of directors.



               (ii) The consummation of (A) a merger or consolidation of the Company with another
corporation where the stockholders of the Company, immediately prior to the merger or
consolidation, will not beneficially own, immediately after the merger or consolidation, shares
entitling such stockholders to more than 50% of all votes to which all stockholders of the
surviving corporation would be entitled in the election of directors, or where the members of the
Board, immediately prior to the merger or consolidation, would not, immediately after the merger or
consolidation, constitute a majority of the board of directors of the surviving corporation, (B) a
sale or other disposition of all or substantially all of the assets of the Company, or (C) a
liquidation or dissolution of the Company.



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          (d) “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (e) “Committee” shall mean the committee, consisting of members of the Board,
designated by the Board to administer the Plan.




          (f) “Company” shall mean Beijing Med-Pharm Corporation and shall include its
successors.




          (g) “Company Stock” shall mean common stock of the Company.




          (h) “Disability” or “Disabled” shall mean a Grantee’s becoming disabled within the
meaning of section 22(e)(3) of the Code, within the meaning of the Employer’s long-term disability
plan applicable to the Grantee or as otherwise determined by the Committee.




          (i) “Dividend Equivalent” shall mean an amount determined by multiplying the number
of shares of Company Stock subject to a Grant by the per-share cash dividend paid by the Company on
its outstanding Company Stock, or the per-share fair market value (as determined by the Committee)
of any dividend paid on its outstanding Company Stock in consideration other than cash.




          (j) “Effective Date” shall mean the date the stockholders of the Company approve the
Plan.




          (k) “Employee” shall mean an employee of the Company or a subsidiary of the Company.




          (l) “Employed by, or providing service to, the Employer” shall mean employment or
service as an Employee, Key Advisor or member of the Board (so that, for purposes of exercising
Options and SARs and satisfying conditions with respect to Stock Awards and Performance Units, a
Grantee shall not be considered to have terminated employment or service until the Grantee ceases
to be an Employee, Key Advisor and member of the Board).




          (m) “Employer” shall mean the Company and each of its subsidiaries.




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




          (o) “Exercise Price” shall mean the purchase price of Company Stock subject to an
Option.




          (p) “Fair Market Value” shall mean:




               (i) If the Company Stock is publicly traded, then the Fair Market Value per share
shall be determined as follows: (A) if the principal trading market for the Company Stock is a
national securities exchange, the last reported sale price thereof on the relevant date or (if
there were no trades on that date) the latest preceding date upon which a sale was reported, or (B)
if the Company Stock is not principally traded on any such exchange, the last reported sale price
of a share of Company Stock on the relevant date, as reported by the OTC Bulletin Board or, if
shares are not reported on the OTC Bulletin Board, as determined by the Committee through any
reasonable valuation method authorized under the Code.



               (ii) If the Company Stock is not publicly traded or, if publicly traded, is not
subject to reported transactions as set forth above, the Fair Market Value per share shall be as
determined by the Committee through any reasonable valuation method authorized under the Code.



          (q) “Grant” shall mean a grant of Options, SARs, Stock Awards, Stock Units or Other
Stock-Based Awards under the Plan.




          (r) “Grant Instrument” shall mean the agreement that sets forth the terms of a
Grant, including any amendments.




          (s) “Grantee” shall mean an Employee, Key Advisor or Non-Employee Director who
receives a Grant under the Plan.




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          (t) “Incentive Stock Option” shall mean an option to purchase Company Stock that is
intended to meet the requirements of section 422 of the Code.




          (u) “Key Advisor” shall mean a consultant or advisor of an Employer.




          (v) “Non-Employee Director” shall mean a member of the Board who is not an Employee.




          (w) “Nonqualified Stock Option” shall mean an option to purchase Company Stock that
is not intended to meet the requirements of section 422 of the Code.




          (x) “Option” shall mean an Incentive Stock Option or Nonqualified Stock Option
granted under the Plan.




          (y) “Other Stock-Based Award” shall mean any Grant based on, measured by or payable
in Company Stock, as described in Section 10.




          (z) “SAR” shall mean a stock appreciation right with respect to a share of Company
Stock.




          (aa) “Stock Award” shall mean an award of Company Stock, with or without restrictions.




          (bb) “Stock Unit” shall mean a unit that represents a hypothetical share of Company Stock.




     2. Administration



          (a) Committee. The Plan shall be administered and interpreted by the Board
or by a Committee appointed by the Board. The Committee, if applicable, should consist of two or
more persons who are “outside directors” as defined under section 162(m) of the Code, and related
Treasury regulations, and “non-employee directors” as defined under Rule 16b-3 under the Exchange
Act. The Board shall approve and administer all grants made to Non-Employee Directors. The
Committee may delegate authority to one or more subcommittees, as it deems appropriate. To the
extent that the Board or a subcommittee administers the Plan, references in the Plan to the
“Committee” shall be deemed to refer to the Board or such subcommittee. In the absence of a
specific designation by the Board to the contrary, the Plan shall be administered by the Committee
of the Board or any successor Board committee performing substantially the same functions.




          (b) Committee Authority. The Committee shall have the sole authority to (i)
determine the individuals to whom grants shall be made under the Plan, (ii) determine the type,
size and terms of the grants to be made to each such individual, (iii) determine the time when the
grants will be made and the duration of any applicable exercise or restriction period, including
the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any
previously issued grant, subject to the provisions of Section 18 below, and (v) deal with any other
matters arising under the Plan.




          (c) Committee Determinations. The Committee shall have full power and
express discretionary authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary or advisable, in
its sole discretion. The Committee’s interpretations of the Plan and all determinations made by
the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all
persons having any interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the Company, not as a
fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals.




     3. Grants



     Awards under the Plan may consist of grants of Options as described in Section 6, Stock Awards
as described in Section 7, Stock Units as described in Section 8, SARs as described in Section 9
and Other Stock-Based Awards as described in Section 10. All Grants shall be subject to the terms
and conditions set forth herein and to such other terms and



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conditions consistent with this Plan as the Committee deems appropriate and as are specified
in writing by the Committee to the individual in the Grant Instrument. All Grants shall be made
conditional upon the Grantee’s acknowledgement, in writing or by acceptance of the Grant, that all
decisions and determinations of the Committee shall be final and binding on the Grantee, his or her
beneficiaries and any other person having or claiming an interest under such Grant. Grants under a
particular Section of the Plan need not be uniform as among the Grantees.



     4. Shares Subject to the Plan



          (a) Shares Authorized. Subject to adjustment as described below, the
aggregate number of shares of Company Stock that may be issued or
transferred under the Plan is 4,980,000 shares. The maximum number of shares authorized for issuance includes all shares
remaining available for issuance under the 2004 Plan as of the Effective Date and a number of share
equal to the number of shares subject to outstanding grants under the 2004 Plan as of the Effective
Date. Shares issued or transferred under the Plan may be authorized but unissued shares of Company
Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open
market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan
(including options outstanding under the 2004 Plan) terminate, expire or are canceled, forfeited,
exchanged or surrendered without having been exercised or if any Stock Awards (including stock
awards outstanding under the 2004 Stock Plan), Stock Units or Other Stock-Based Awards are
forfeited, terminated or otherwise not paid in full, the shares subject to such Grants shall again
be available for purposes of the Plan. Shares of Company Stock surrendered in payment of the
Exercise Price of an Option or withheld for purposes of satisfying the Company’s minimum tax
withholding obligations with respect to Grants under the Plan shall again be available for issuance
or transfer under the Plan.




          (b) Individual Limits. All Grants under the Plan shall be expressed in
shares of Stock. The maximum aggregate number of shares of Company Stock that shall be subject to
Grants made under the Plan to any individual during any calendar year
shall be 1,000,000 shares, subject to adjustment as described below.




          (c) Adjustments. If there is any change in the number or kind of shares of
Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock
split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or
consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of
any other extraordinary or unusual event affecting the outstanding Company Stock as a class without
the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary
dividend or distribution, the maximum number of shares of Company Stock available for issuance
under the Plan, the maximum number of shares of Company Stock for which any individual may receive
Grants in any year, the kind and number of shares covered by outstanding Grants, the kind and
number of shares issued and to be issued under the Plan, and the price per share or the applicable
market value of such Grants shall be equitably adjusted by the Committee, in such manner as the
Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the
kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, the
enlargement or dilution of rights and benefits under the Plan and such outstanding Grants;
provided, however, that any fractional shares resulting from such adjustment shall be eliminated.
In the event of a Change in Control of the Company, the provisions of Section 16 of the Plan shall
apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 422 of the
Code, to the extent applicable. Any adjustments determined by the Committee shall be final,
binding and conclusive.




     5. Eligibility for Participation



          (a) Eligible Persons. All Employees (including, for all purposes of the
Plan, an Employee who is a member of the Board) and Non-Employee Directors shall be eligible to
participate in the Plan. Key Advisors shall be eligible to participate in the Plan if the Key
Advisors render bona fide services to the Employer, the services are not in connection with the
offer and sale of securities in a capital-raising transaction and the Key Advisors do not directly
or indirectly promote or maintain a market for the Company’s securities.




          (b) Selection of Grantees. The Committee shall select the Employees,
Non-Employee Directors and Key Advisors to receive Grants and shall determine the number of shares
of Company Stock subject to a particular Grant in such manner as the Committee determines.




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     6. Options



     The Committee may grant Options to an Employee, Non-Employee Director or Key Advisor, upon
such terms as the Committee deems appropriate. The following provisions are applicable to Options:



          (a) Number of Shares. The Committee shall determine the number of shares of
Company Stock that will be subject to each Grant of Options to Employees, Non-Employee Directors
and Key Advisors.




          (b) Type of Option and Price.




               (i) The Committee may grant Incentive Stock Options or Nonqualified Stock Options or
any combination of the two, all in accordance with the terms and conditions set forth herein.
Incentive Stock Options may be granted only to employees of the Company or its parent or subsidiary
corporations, as defined in section 424 of the Code. Nonqualified Stock Options may be granted to
Employees, Key Advisors and Non-Employee Directors.



               (ii) The Exercise Price of Company Stock subject to an Option shall be determined by
the Committee and shall be equal to or greater than the Fair Market Value of a share of Company
Stock on the date the Option is granted; provided, however, that an Incentive Stock Option may not
be granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, or any parent or subsidiary
corporation of the Company, as defined in section 424 of the Code, unless the Exercise Price per
share is not less than 110% of the Fair Market Value of a share of Company Stock on the date of
grant.



          (c) Option Term. The Committee shall determine the term of each Option.
The term of any Option shall not exceed ten years from the date of grant. However, an Incentive
Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the Company, or any parent
or subsidiary corporation of the Company, as defined in section 424 of the Code, may not have a
term that exceeds five years from the date of grant.




          (d) Exercisability of Options. Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be determined by the
Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability
of any or all outstanding Options at any time for any reason.




          (e) Grants to Non-Exempt Employees. Notwithstanding the foregoing, Options
granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as
amended, may not be exercisable for at least six months after the date of grant (except that such
Options may become exercisable, as determined by the Committee, upon the Grantee’s death,
Disability or retirement, or upon a Change of Control or other circumstances permitted by
applicable regulations).




          (f) Termination of Employment, Disability or Death.




               (i) Except as provided below, an Option may only be exercised while the Grantee is
employed by, or providing service to, the Employer as an Employee, Key Advisor or member of the
Board.



               (ii) In the event that a Grantee ceases to be employed by, or provide service to,
the Employer for any reason other than Disability, death or termination for Cause, any Option which
is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days after the
date on which the Grantee ceases to be employed by, or provide service to, the Employer (or within
such other period of time as may be specified by the Committee), but in any event no later than the
date of expiration of the Option term. Except as otherwise provided by the Committee, any of the
Grantee’s Options that are not otherwise exercisable as of the date on which the Grantee ceases to
be employed by, or provide service to, the Employer shall terminate as of such date.



               (iii) In the event the Grantee ceases to be employed by, or provide service to, the
Company on account of a termination for Cause by the Employer, any Option held by the Grantee shall
terminate as of the date the Grantee ceases to be employed by, or provide service to, the Employer.
In addition, notwithstanding any other provisions of this Section 6, if the Committee determines
that the Grantee has engaged in conduct that constitutes Cause at any time while the Grantee is
employed by, or providing service to, the Employer or after the Grantee’s termination of



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employment or service, any Option held by the Grantee shall immediately terminate and the
Grantee shall automatically forfeit all shares underlying any exercised portion of an Option for
which the Company has not yet delivered the share certificates, upon refund by the Company of the
Exercise Price paid by the Grantee for such shares. Upon any exercise of an Option, the Company
may withhold delivery of share certificates pending resolution of an inquiry that could lead to a
finding resulting in a forfeiture.



               (iv) In the event the Grantee ceases to be employed by, or provide service to, the
Employer because the Grantee is Disabled, any Option which is otherwise exercisable by the Grantee
shall terminate unless exercised within one year after the date on which the Grantee ceases to be
employed by, or provide service to, the Employer (or within such other period of time as may be
specified by the Committee), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided by the Committee, any of the Grantee’s Options that are not
otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide
service to, the Employer shall terminate as of such date.



               (v) If the Grantee dies while employed by, or providing service to, the Employer or
within 90 days after the date on which the Grantee ceases to be employed or provide service on
account of a termination specified in Section 6(e)(ii) above (or within such other period of time
as may be specified by the Committee), any Option that is otherwise exercisable by the Grantee
shall terminate unless exercised within one year after the date on which the Grantee ceases to be
employed by, or provide service to, the Employer (or within such other period of time as may be
specified by the Committee), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided by the Committee, any of the Grantee’s Options that are not
otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide
service to, the Employer shall terminate as of such date.



          (g) Exercise of Options. A Grantee may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the Company. The Grantee
shall pay the Exercise Price for an Option as specified by the Committee (i) in cash, (ii) unless
the Committee determines otherwise, by delivering shares of Company Stock owned by the Grantee and
having a Fair Market Value on the date of exercise at least equal to the Exercise Price or by
attestation (on a form prescribed by the Committee) to ownership of shares of Company Stock having
a Fair Market Value on the date of exercise at least equal to the Exercise Price, (iii) by payment
through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve
Board, or (iv) by such other method as the Committee may approve. Shares of Company Stock used to
exercise an Option shall have been held by the Grantee for the requisite period of time necessary
to avoid adverse accounting consequences to the Company with respect to the Option. Payment for
the shares to be issued or transferred pursuant to the Option, and any required withholding taxes,
must be received by the Company by the time specified by the Committee depending on the type of
payment being made, but in all cases prior to the issuance or transfer of such shares.




          (h) Limits on Incentive Stock Options. Each Incentive Stock Option shall
provide that, if the aggregate Fair Market Value of the Company Stock on the date of the grant with
respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any
calendar year, under the Plan or any other stock option plan of the Company or a parent or
subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified
Stock Option. An Incentive Stock Option shall not be granted to any person who is not an Employee
of the Company or a parent or subsidiary corporation (within the meaning of section 424(f) of the
Code) of the Company.




     7. Stock Awards



     The Committee may issue or transfer shares of Company Stock to an Employee, Key Advisor or
Non-Employee Director under a Stock Award, upon such terms as the Committee deems appropriate. The
following provisions are applicable to Stock Awards:



          (a) General Requirements. Shares of Company Stock issued or transferred
pursuant to Stock Awards may be issued or transferred for consideration or for no consideration,
and subject to restrictions or no restrictions, as determined by the Committee. The Committee may,
but shall not be required to, establish conditions under which restrictions on Stock Awards shall
lapse over a period of time or according to such other criteria as the Committee deems appropriate,
including, without limitation, restrictions based upon the achievement of specific performance
goals. The period of time during which the Stock Awards will remain subject to restrictions will
be designated in the Grant Instrument as the “Restriction Period.”




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          (b) Number of Shares. The Committee shall determine the number of shares of
Company Stock to be issued or transferred pursuant to a Stock Award and the restrictions applicable
to such shares.




          (c) Requirement of Employment or Service. If the Grantee ceases to be
employed by, or provide service to, the Employer during a period designated in the Grant Instrument
as the Restriction Period, or if other specified conditions are not met, the Stock Award shall
terminate as to all shares covered by the Grant as to which the restrictions have not lapsed, and
those shares of Company Stock must be immediately returned to the Company. The Committee may,
however, provide for complete or partial exceptions to this requirement as it deems appropriate.




          (d) Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge or otherwise dispose of the
shares of a Stock Award except under Section 15(a) below. Unless otherwise determined by the
Committee, the Company will retain possession of certificates for shares of Stock Awards until all
restrictions on such shares have lapsed. Each certificate for a Stock Award, unless held by the
Company, shall contain a legend giving appropriate notice of the restrictions in the Grant. The
Grantee shall be entitled to have the legend removed from the stock certificate covering the shares
subject to restrictions when all restrictions on such shares have lapsed. The Committee may
determine that the Company will not issue certificates for Stock Awards until all restrictions on
such shares have lapsed.




          (e) Right to Vote and to Receive Dividends. Unless the Committee determines
otherwise, during the Restriction Period, the Grantee shall have the right to vote shares of Stock
Awards and to receive any dividends or other distributions paid on such shares, subject to any
restrictions deemed appropriate by the Committee, including, without limitation, the achievement of
specific performance goals.




          (f) Lapse of Restrictions. All restrictions imposed on Stock Awards shall
lapse upon the expiration of the applicable Restriction Period and the satisfaction of all
conditions, if any, imposed by the Committee. The Committee may determine, as to any or all Stock
Awards, that the restrictions shall lapse without regard to any Restriction Period.




     8. Stock Units



     The Committee may grant Stock Units, each of which shall represent one hypothetical share of
Company Stock, to an Employee, Key Advisor or Non-Employee Director, upon such terms and conditions
as the Committee deems appropriate. The following provisions are applicable to Stock Units:



          (a) Crediting of Units. Each Stock Unit shall represent the right of the
Grantee to receive a share of Company Stock or an amount of cash based on the value of a share of
Company Stock, if and when specified conditions are met. All Stock Units shall be credited to
bookkeeping accounts established on the Company’s records for purposes of the Plan.




          (b) Terms of Stock Units. The Committee may grant Stock Units that are
payable if specified performance goals or other conditions are met, or under other circumstances.
Stock Units may be paid at the end of a specified performance period or other period, or payment
may be deferred to a date authorized by the Committee. The Committee shall determine the number of
Stock Units to be granted and the requirements applicable to such Stock Units.




          (c) Requirement of Employment or Service. If the Grantee ceases to be
employed by, or provide service to, the Employer prior to the vesting of Stock Units, or if other
conditions established by the Committee are not met, the Grantee’s Stock Units shall be forfeited.
The Committee may, however, provide for complete or partial exceptions to this requirement as it
deems appropriate.




          (d) Payment With Respect to Stock Units. Payments with respect to Stock
Units shall be made in cash, Company Stock or any combination of the foregoing, as the Committee
shall determine.




     9. Stock Appreciation Rights



     The Committee may grant SARs to an Employee, Key Advisor or Non-Employee Director separately
or in tandem with any Option. The following provisions are applicable to SARs:



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          (a) General Requirements. The Committee may grant SARs to an Employee, Key
Advisor or Non-Employee Director separately or in tandem with any Option (for all or a portion of
the applicable Option). Tandem SARs may be granted either at the time the Option is granted or at
any time thereafter while the Option remains outstanding; provided, however, that, in the case of
an Incentive Stock Option, SARs may be granted only at the time of the Grant of the Incentive Stock
Option. The Committee shall establish the base amount of the SAR at the time the SAR is granted.
The base amount of each SAR shall be equal to the per share Exercise Price of the related Option
or, if there is no related Option, an amount equal to or greater than the Fair Market Value of a
share of Company Stock as of the date of Grant of the SAR.




          (b) Tandem SARs. In the case of tandem SARs, the number of SARs granted to
a Grantee that shall be exercisable during a specified period shall not exceed the number of shares
of Company Stock that the Grantee may purchase upon the exercise of the related Option during such
period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such
Option shall terminate. Upon the exercise of SARs, the related Option shall terminate to the
extent of an equal number of shares of Company Stock.




          (c) Exercisability. An SAR shall be exercisable during the period specified
by the Committee in the Grant Instrument and shall be subject to such vesting and other
restrictions as may be specified in the Grant Instrument. The Committee may accelerate the
exercisability of any or all outstanding SARs at any time for any reason. SARs may only be
exercised while the Grantee is employed by, or providing service to, the Employer or during the
applicable period after termination of employment or service as described in Section 6(e) above. A
tandem SAR shall be exercisable only during the period when the Option to which it is related is
also exercisable.




          (d) Grants to Non-Exempt Employees. Notwithstanding the foregoing, SARs
granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as
amended, may not be exercisable for at least six months after the date of grant (except that such
SARs may become exercisable, as determined by the Committee, upon the Grantee’s death, Disability
or retirement, or upon a Change of Control or other circumstances permitted by applicable
regulations).




          (e) Value of SARs. When a Grantee exercises SARs, the Grantee shall receive
in settlement of such SARs an amount equal to the value of the stock appreciation for the number of
SARs exercised. The stock appreciation for an SAR is the amount by which the Fair Market Value of
the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR
as described in subsection (a).




          (f) Form of Payment. The appreciation in an SAR shall be paid in shares of
Company Stock, cash or any combination of the foregoing, as the Committee shall determine. For
purposes of calculating the number of shares of Company Stock to be received, shares of Company
Stock shall be valued at their Fair Market Value on the date of exercise of the SAR.




     10. Other Stock-Based Awards



     The Committee may grant Other Stock-Based Awards, which are awards (other than those described
in Sections 6, 7, 8 and 9 of the Plan) that are based on or measured by Company Stock, to any
Employee, Key Advisor or Non-Employee Director, on such terms and conditions as the Committee shall
determine. Other Stock-Based Awards may be awarded subject to the achievement of performance goals
or other conditions and may be payable in cash, Company Stock or any combination of the foregoing,
as the Committee shall determine.



     11. Dividend Equivalents



     The Committee may grant Dividend Equivalents in connection Stock Units or Other Stock-Based
Awards. Dividend Equivalents may be paid currently or accrued as contingent cash obligations and
may be payable in cash or shares of Company Stock, and upon such terms as the Committee may
establish, including, without limitation, the achievement of specific performance goals.



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     12. Qualified Performance-Based Compensation



     The Committee may determine that Stock Awards, Stock Units, Other Stock-Based Awards and
Dividend Equivalents granted to an Employee shall be considered “qualified performance-based
compensation” under section 162(m) of the Code. The following provisions shall apply to Grants of
Stock Awards, Stock Units, Other Stock-Based Awards and Dividend Equivalents that are to be
considered “qualified performance-based compensation” under section 162(m) of the Code:



          (a) Performance Goals.




               (i) When Stock Awards, Stock Units, Other Stock-Based Awards or Dividend Equivalents
that are to be considered “qualified performance-based compensation” are granted, the Committee
shall establish in writing (A) the objective performance goals that must be met, (B) the
performance period during which the performance will be measured, (C) the threshold, target and
maximum amounts that may be paid if the performance goals are met, and (D) any other conditions
that the Committee deems appropriate and consistent with the Plan and Section 162(m) of the Code.



               (ii) The business criteria may relate to the Grantee’s business unit or the
performance of the Company and its parents and subsidiaries as a whole, or any combination of the
foregoing. The Committee shall use objectively determinable performance goals based on one or more
of the following criteria: stock price, earnings per share, net earnings, operating earnings,
earnings before income taxes, EBITDA (earnings before income tax expense, interest expense, and
depreciation and amortization expense), return on assets, stockholder return, return on equity,
growth in assets, unit volume, sales or market share, or strategic business criteria consisting of
one or more objectives based on meeting specified revenue goals, market penetration goals,
geographic business expansion goals, cost targets or goals relating to acquisitions or
divestitures.



          (b) Establishment of Goals. The Committee shall establish the performance
goals in writing either before the beginning of the performance period or during a period ending no
later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the
date on which 25% of the performance period has been completed, or such other date as may be
required or permitted under applicable regulations under section 162(m) of the Code. The
performance goals shall satisfy the requirements for “qualified performance-based compensation,”
including the requirement that the achievement of the goals be substantially uncertain at the time
they are established and that the goals be established in such a way that a third party with
knowledge of the relevant facts could determine whether and to what extent the performance goals
have been met. The Committee shall not have discretion to increase the amount of compensation that
is payable upon achievement of the designated performance goals.




          (c) Announcement of Grants. The Committee shall certify and announce the
results for each performance period to all Grantees after the announcement of the Company’s
financial results for the performance period. If and to the extent that the Committee does not
certify that the performance goals have been met, the grants of Stock Awards, Stock Units, Other
Stock-Based Awards and Dividend Equivalents for the performance period shall be forfeited or shall
not be made, as applicable. If Dividend Equivalents are granted as “qualified performance-based
compensation” under section 162(m) of the Code, a Grantee may
not accrue more than $1,000,000 of such Dividend Equivalents during any calendar year.




          (d) Death, Disability or Other Circumstances. The Committee may provide
that Stock Awards, Stock Units, Other Stock-Based Awards and Dividend Equivalents shall be payable
or restrictions on such Grants shall lapse, in whole or in part, in the event of the Grantee’s
death or Disability during the performance period, or under other circumstances consistent with the
Treasury regulations and rulings under section 162(m) of the Code.




     13. Deferrals



     The Committee may permit or require a Grantee to defer receipt of the payment of cash or the
delivery of shares that would otherwise be due to such Grantee in connection with any Stock Units
or Other Stock-Based Awards. If any such deferral election is permitted or required, the Committee
shall establish rules and procedures for such deferrals and may provide for interest or other
earnings to be paid on such deferrals. The rules and procedures for any such deferrals shall be
consistent with applicable requirements of section 409A of the Code.



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     14. Withholding of Taxes



          (a) Required Withholding. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding requirements. The Employer
may require that the Grantee or other person receiving or exercising Grants pay to the Employer the
amount of any federal, state or local taxes that the Employer is required to withhold with respect
to such Grants, or the Employer may deduct from other wages and compensation paid by the Employer
the amount of any withholding taxes due with respect to such Grants.




          (b) Election to Withhold Shares. If the Committee so permits, a Grantee may
elect to satisfy the Employer’s tax withholding obligation with respect to Grants paid in Company
Stock by having shares withheld up to an amount that does not exceed the Grantee’s minimum
applicable withholding tax rate for federal (including FICA), state and local tax liabilities. The
election must be in a form and manner prescribed by the Committee and may be subject to the prior
approval of the Committee.




     15. Transferability of Grants



          (a) Nontransferability of Grants. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee’s lifetime. A Grantee may not
transfer those rights except (i) by will or by the laws of descent and distribution or (ii) with
respect to Grants other than Incentive Stock Options, pursuant to a domestic relations order. When
a Grantee dies, the personal representative or other person entitled to succeed to the rights of
the Grantee may exercise such rights. Any such successor must furnish proof satisfactory to the
Company of his or her right to receive the Grant under the Grantee’s will or under the applicable
laws of descent and distribution.




          (b) Transfer of Nonqualified Stock Options. Notwithstanding the foregoing,
the Committee may provide, in a Grant Instrument, that a Grantee may transfer Nonqualified Stock
Options to family members, or one or more trusts or other entities for the benefit of or owned by
family members, consistent with the applicable securities laws, according to such terms as the
Committee may determine; provided that the Grantee receives no consideration for the transfer of an
Option and the transferred Option shall continue to be subject to the same terms and conditions as
were applicable to the Option immediately before the transfer.




     16. Consequences of a Change of Control



          (a) Notice and Acceleration. Unless the Committee determines otherwise,
effective upon the date of the Change of Control, (i) all outstanding Options and SARs shall
automatically accelerate and become fully exercisable, (ii) the restrictions and conditions on all
outstanding Stock Awards shall immediately lapse, and (iii) all Stock Units, Other Stock-Based
Awards and Dividend Equivalents shall become fully vested and shall be paid at their target values,
or in such greater amounts as the Committee may determine.




          (b) Other Alternatives. Notwithstanding the foregoing, in the event of a
Change of Control, the Committee may take one or more of the following actions with respect to any
or all outstanding Grants: the Committee may (i) require that Grantees surrender their outstanding
Options and SARs in exchange for one or more payments by the Company, in cash or Company Stock as
determined by the Committee, in an amount equal to the amount by which the then Fair Market Value
of the shares of Company Stock subject to the Grantee’s unexercised Options and SARs exceeds the
Exercise Price of the Options or the base amount of the SARs, as applicable, (ii) after giving
Grantees an opportunity to exercise their outstanding Options and SARs, terminate any or all
unexercised Options and SARs at such time as the Committee deems appropriate, or (iii) determine
that outstanding Options and SARs that are not exercised shall be assumed by, or replaced with
comparable options or rights by, the surviving corporation, (or a parent or subsidiary of the
surviving corporation), and other outstanding Grants that remain in effect after the Change of
Control shall be converted to similar grants of the surviving corporation (or a parent or
subsidiary of the surviving corporation). Such surrender or termination shall take place as of the
date of the Change of Control or such other date as the Committee may specify.




     17. Requirements for Issuance or Transfer of Shares



     No Company Stock shall be issued or transferred in connection with any Grant hereunder unless
and until all legal requirements applicable to the issuance or transfer of such Company Stock have
been complied with to the satisfaction of the Committee. The Committee shall have the right to
condition any Grant on the Grantee’s undertaking in writing to



EX-10









 







comply with such restrictions on his or her subsequent disposition of the shares of Company
Stock as the Committee shall deem necessary or advisable, and certificates representing such shares
may be legended to reflect any such restrictions. Certificates representing shares of Company
Stock issued or transferred under the Plan may be subject to such stop-transfer orders and other
restrictions as the Committee deems appropriate to comply with applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon.



     18. Amendment and Termination of the Plan



          (a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without stockholder approval if such
approval is required in order to comply with the Code or other applicable law, or to comply with
applicable stock exchange requirements.




          (b) No Repricing Without Stockholder Approval. Notwithstanding anything in
the Plan to the contrary, the Committee may not reprice Options, nor may the Board amend the Plan
to permit repricing of Options, unless the stockholders of the Company provide prior approval for
such repricing. An adjustment to an Option pursuant to Section 4(c) above shall not constitute a
repricing of the Option.] [Please confirm that this complies with the Company’s intent.




          (c) Stockholder Re-Approval Requirement. If Stock Awards, Stock Units,
Other Stock-Based Awards or Dividend Equivalents are granted as “qualified performance-based
compensation” under Section 12 above, the Plan must be reapproved by the stockholders no later than
the first stockholders meeting that occurs in the fifth year following the year in which the
stockholders previously approved the provisions of Section 12, if required by section 162(m) of the
Code or the regulations thereunder.




          (d) Termination of Plan. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless the Plan is terminated earlier by the
Board or is extended by the Board with the approval of the stockholders.




          (e) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a
Grantee unless the Grantee consents or unless the Committee acts under Section 19(f) below. The
termination of the Plan shall not impair the power and authority of the Committee with respect to
an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 19(f) below or may be amended by agreement of the Company and
the Grantee consistent with the Plan.




     19. Miscellaneous



          (a) Grants in Connection with Corporate Transactions and Otherwise. Nothing
contained in the Plan shall be construed to (i) limit the right of the Committee to make Grants
under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation or
otherwise, of the business or assets of any corporation, firm or association, including Grants to
employees thereof who become Employees, or (ii) limit the right of the Company to grant stock
options or make other awards outside of the Plan. The Committee may make a Grant to an employee of
another corporation who becomes an Employee by reason of a corporate merger, consolidation,
acquisition of stock or property, reorganization or liquidation involving the Company, in
substitution for a stock option or stock awards grant made by such corporation. Notwithstanding
anything in the Plan to the contrary, the Committee may establish such terms and conditions of the
new Grants as it deems appropriate, including setting the Exercise Price of Options or the base
price of SARs at a price necessary to retain for the Grantee the same economic value as the prior
options or rights.




          (b) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or written, may amend
the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its
successors and assigns.




          (c) Funding of the Plan. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other segregation of assets to
assure the payment of any Grants under the Plan.




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          (d) Rights of Grantees. Nothing in the Plan shall entitle any Employee, Key
Advisor, Non-Employee Director or other person to any claim or right to be granted a Grant under
the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any
individual any rights to be retained by or in the employ of the Employer or any other employment
rights.




          (e) No Fractional Shares. No fractional shares of Company Stock shall be
issued or delivered pursuant to the Plan or any Grant. Except as otherwise provided under the
Plan, the Committee shall determine whether cash, other awards or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.




          (f) Compliance with Law. The Plan, the exercise of Options and SARs and the
obligations of the Company to issue or transfer shares of Company Stock under Grants shall be
subject to all applicable laws and regulations, and to approvals by any governmental or regulatory
agency as may be required. With respect to persons subject to section 16 of the Exchange Act, it
is the intent of the Company that the Plan and all transactions under the Plan comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is
the intent of the Company that Incentive Stock Options comply with the applicable provisions of
section 422 of the Code, that Grants of “qualified performance-based compensation” comply with the
applicable provisions of section 162(m) of the Code and that, to the extent applicable, Grants
comply with the requirements of section 409A of the Code. To the extent that any legal requirement
of section 16 of the Exchange Act or section 422, 162(m) or 409A of the Code as set forth in the
Plan ceases to be required under section 16 of the Exchange Act or section 422, 162(m) or 409A of
the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant if it is
contrary to law or modify a Grant to bring it into compliance with any valid and mandatory
government regulation.




          (g) Employees Subject to Taxation Outside the United States. With respect
to Grantees who are believed by the Committee to be subject to taxation in countries other than the
United States, the Committee may make Grants on such terms and conditions, consistent with the
Plan, as the Committee deems appropriate to comply with the laws of the applicable countries, and
the Committee may create such procedures, addenda and subplans and make such modifications as may
be necessary or advisable to comply with such laws.




          (h) Governing Law. The validity, construction, interpretation and effect of
the Plan and Grant Instruments issued under the Plan shall be governed and construed by and
determined in accordance with the laws of the State of Delaware, without giving effect to the
conflict of laws provisions thereof.





EX-12