Exhibit 10.10


BLUELINX
HOLDINGS INC.

EQUITY INCENTIVE PLAN


1.             Purpose. 
The purpose of the BlueLinx Holdings Inc. Equity Incentive Plan is to
motivate and retain certain individuals who are responsible for the attainment
of the primary long-term performance goals of BlueLinx Holdings Inc.


2.             Definitions. 
When used herein, the following terms shall have the following meanings.


“Administrator” means the
Board, or a committee of the Board, duly appointed to administer the Plan.


“Affiliate” means, as to any
Person, any other Person that directly or indirectly controls, or is under
common control with, or is controlled by, such Person. As used in this
definition, “control” (including its correlative meanings, “controlled by” and
“under common control with”) means possession, directly or indirectly, of power
to direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise).


“Award” means, individually
or collectively, a grant under this Plan of Nonqualified Stock Options,
Incentive Stock Options or Restricted Stock.


“Award Agreement” means an
agreement entered into by the Company and each Participant setting forth the
terms and provisions applicable to an Award.


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


“Cause” means, with respect
to a Participant, as determined by the Board in its reasonable judgment, (a)
the Participant’s continued failure to substantially perform the Participant’s
duties, (b) the Participant’s repeated acts of insubordination, or failure to
execute Company or subsidiary plans and/or strategies, (c) the Participant’s
acts of dishonesty resulting or intending to result in personal gain or
enrichment at the expense of the Company or any subsidiary, (d) the
Participant’s commission of a felony, (e) reasonable evidence presented in
writing to the Participant that the Participant engaged in a criminal act,
misconduct or dishonesty, (f) violation of any written policy of the Company or
any subsidiary including, but not limited to, the Company’s or a subsidiary’s
employment manuals, rules and regulations after one (1) written notice from the
Company or a subsidiary regarding such violation, or (g) the Participant
engaging in any act that is intended, or may reasonably be expected to harm the
reputation, business, prospects or operations of the Company, any subsidiary,
or their officers, directors, stockholders or employees; provided  that,
in the event a Participant is subject to an employment agreement or other
agreement, including, but not limited to a severance agreement, with the
Company or a subsidiary that contains a definition of “Cause,” Cause under the
Plan shall have the meaning in such agreement.


“Cerberus” means Cerberus
Capital Management, L.P. or any of its Affiliates.


 

















 


“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute
thereto.


“Company”
means BlueLinx Holdings Inc., a Delaware corporation and its successors.


“Disability”
means, with respect to a Participant, a determination by the Administrator that
such Participant is unable to perform his or her job as a result of a physical
or mental impairment sufficient to prevent the Participant from performing the
essential functions of his position, with or without a reasonable
accommodation; provided  that, in the event a
Participant is subject to an employment agreement or other agreement,
including, but not limited to a severance agreement, with the Company or a
subsidiary that contains a definition of “Disability,” Disability under the
Plan shall have the meaning in such agreement.


“Effective
Date” means the date set forth in Section 22 hereof.


“Fair Market Value” means,
on any day, with respect to common stock which is (a) listed on a United States
securities exchange, the last sales price of such stock on such day on the
largest United States securities exchange on which such stock shall have traded
on such day, or if such day is not a day on which a United States securities
exchange is open for trading, on the immediately preceding day on which such
securities exchange was open, (b) not listed on a United States securities
exchange but is included in The NASDAQ Stock Market System (including The
NASDAQ National Market), the last sales price on such system of such stock on
such day, or if such day is not a trading day, on the immediately preceding
trading day, or (c) neither listed on a United States securities exchange nor
included in The NASDAQ Stock Market System, the fair market value of such stock
as determined from time to time by the Administrator in good faith in its sole
discretion.


“Grant Date” means the date
on which an Option under the Plan is granted to a Participant.


“Incentive Stock Option”
means an Option that is designated by the Administrator as an incentive stock
option and qualifies as such within the meaning of Section 422 of the Code and
is granted by the Administrator to a Participant.


“Key Employee” means an
employee who owns more than 10% of the total combined voting power of all classes
of stock of the Company, determined at the time an Option is proposed to be
granted.


“Liquidity Event” means (1)
any Person who is not an Affiliate of the Company becomes the beneficial owner,
directly or indirectly, of fifty percent (50%) or more of the combined voting
power of the then outstanding voting securities of the Company (2) the sale,
transfer or other disposition of all or substantially all of the business and
assets of the Company, whether by sale of assets, merger or otherwise to a person
other than an Affiliate of Cerberus or (3) if specified by the Board in an
Award Agreement at the time of grant, the consummation of an initial public
offering of common stock of the Company.


 


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“Nonqualified Stock Option”
means an Option, which is not an Incentive Stock Option, granted by the
Administrator to a Participant.


“Option” means a right
granted under the Plan to a Participant to purchase a stated number of Shares
as an Incentive Stock Option or Nonqualified Stock Option.


“Option Period” means the
period within which an Option may be exercised pursuant to the Plan.


“Participant” means any
employee, director or consultant of the Company or any of its subsidiaries who
is selected to participate in the Plan in accordance with Section 4
hereof.


“Period of Restriction”
means the period during which the transfer of Shares of Restricted Stock is
limited in some way (based on the passage of time, the achievement of a
performance target, if applicable, or upon the occurrence of other events as
determined by the Administrator, at its discretion), and the common stock is
subject to a substantial risk of forfeiture, as provided in Section 7 herein.


“Person” means any
individual, partnership, firm, trust, corporation, limited liability company or
other similar entity.  When two or more
Persons act as a partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding or disposing of Shares of the Company, such
partnership, limited partnership, syndicate or group shall be deemed a
“Person.”


“Plan” means the BlueLinx
Holdings Inc. Equity Incentive Plan.


“Plan Year” means the fiscal
year of the Company.


“Restricted Stock” means an
Award of Shares granted to a Participant pursuant to Section 7 herein.


“Shares” means the shares of
common stock of the Company.


“Stockholders Agreement”
means the applicable stockholders agreement of the Company, as may be amended
from time to time.


3.             Administration. 
The Plan shall be administered by the Administrator.  Subject to the provisions of the Plan, the
Administrator shall have the authority to:


(a)                                  select the
Participants;


(b)                                 determine the
number of Shares covered by any Award granted to a Participant; provided,
however, that no Award shall be granted after the expiration of the
period of ten (10) years from the Effective Date;


(c)                                  determine
whether each Award shall be a grant of an Incentive Stock Option, a
Nonqualified Stock Option or Restricted Stock; and


 


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(d)                                 establish from
time to time regulations for the administration of the Plan, interpret the
Plan, delegate in writing administrative matters to committees of the Board or
to other persons, and make such other determinations and take such other
action, as it deems necessary or advisable for the administration of the Plan.


All decisions, actions and
interpretations of the Administrator shall be final, conclusive and binding
upon all parties.  With respect to
Awards granted or to be granted to a Participant who is a nonemployee director,
the Plan shall be administered by the full Board and any references to the
Administrator shall be deemed to be references to the Board.


4.             Participation. 
Participants in the Plan shall be limited to those employees, directors
and consultants of the Company or any subsidiary thereof who have been notified
in writing by the Administrator that they have been selected to participate in
the Plan.


5.             Shares Subject to the Plan.  Awards may be granted by the Administrator
to Participants from time to time.  The
Shares issued with respect to Awards granted under the Plan may be authorized
and unissued Shares, Shares held in the treasury of the Company, or, if
applicable, Shares purchased on the open market by the Company (at such time or
times and in such manner as it may determine). 
The Company shall be under no obligation to acquire common stock for
distribution to optionholders before payment in Shares is due.  If any Award granted under the Plan shall be
canceled or shall expire without the Shares covered by such Award being
purchased by the applicable Award holder thereunder, new Awards may thereafter
be granted covering such Shares.


The maximum aggregate number
of Shares available to be granted under the Plan is equal to Two Million Two
Hundred Twenty-Two Thousand Two Hundred Twenty-Two (2,222,222) Shares and such
Shares shall be reserved for Awards granted under the Plan (subject to
adjustment as provided in Section 10).


The maximum number of Shares
that may be granted in the form of Options or Restricted Stock in any one Plan
Year to any one Participant is 100% of the Shares set forth in Section 5.


6.             Terms and Conditions of Options.  Each Option granted under the Plan shall be
evidenced by a written agreement, in a form approved by the Administrator,
which shall be subject to the following express terms and conditions and to
such other terms and conditions as the Administrator may deem appropriate:


(a)                                  Option Period.  Each Option agreement shall specify that the
Option thereunder is granted for a period of ten (10) years, or such shorter
period as the Administrator may determine, from the date of grant and shall
provide that the Option shall expire on such ten (10) year anniversary, or
shorter period, as the case may be (unless earlier exercised or terminated
pursuant to its terms); provided, however, that any Incentive
Stock Option granted to a Key Employee shall specify that the Incentive Stock
Option is


 


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granted for a period of five
(5) years from the date of grant and shall expire on such five (5) year
anniversary.


(b)                                 Option Price.  The Option price per share shall be the Fair
Market Value at the time the Option is granted or, with respect to a Nonqualified
Stock Option, such other price as the Administrator shall determine; provided,
however, that the Option price per share for any Incentive Stock Option
granted to a Key Employee shall equal 110% of the Fair Market Value at the time
the Incentive Stock Option is granted.


(c)                                  Vesting.  Unless otherwise determined by the
Administrator, in its sole discretion or as otherwise set forth in an Award
Agreement, (i) fifty percent (50%) of the Options granted to a Participant
shall become vested and exercisable in the following manner:  One-third (1/3) on the first anniversary of
the Grant Date; one-third (1/3) on the second anniversary of the Grant Date and
one-third (1/3) on the third anniversary of the Grant Date and (ii) fifty
percent (50%) of the Options granted to a Participant shall become vested and
exercisable in the following manner: 
One quarter (1/4) on the December 31st following the first,
second, third and fourth anniversaries of the Grant Date if the Company attains
certain performance targets established by the Board, in its sole discretion,
as of the December 31 of the applicable year; provided, however, that in the
event that the Company does not attain the performance target for one year, but
achieves on a cumulative basis the combined performance targets with respect to
the previous year and the current year, all Options not yet vested for the
previous year and all Options subject to vesting for the current year shall be
considered vested.  The Administrator
reserves the right, in its sole discretion, to waive or reduce the vesting
requirements applicable to any Options at any time.


(d)                                 Limitation on
Amount of Incentive Stock Options Granted.  Options shall be treated as Incentive Stock Options only to the
extent that the aggregate Fair Market Value of stock with respect to which
Incentive Stock Options are exercisable for the first time by any optionholder
during any calendar year (whether under the terms of the Plan or any other
stock option plan of the Company or of its parent or any subsidiary corporation)
is $100,000 or less.  To the extent that
such aggregate Fair Market Value exceeds $100,000, the Options shall be treated
as Nonqualified Stock Options.  Fair
Market Value shall be determined as of the time the Option with respect to such
stock is granted.


(e)                                  Limitations on
Granting of Options.  The
Administrator shall have the authority and discretion to grant to an eligible
employee either Incentive Stock Options or Nonqualified Stock Options or both,
but shall clearly designate the nature of each Option at the time of grant in
the stock option agreement. 
Participants who are consultants or non-employee directors on


 


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the date an Option is
granted may only receive Nonqualified Stock Options.


(f)                                    Payment of
Option Price Upon Exercise.  The option price of the Shares as to which an Option shall be
exercised shall be paid to the Company at the time of exercise in cash or such
other method approved by the Administrator.


(g)                                 Termination of
Employment or Relationship.  Unless otherwise determined by the Administrator, in its sole
discretion or as otherwise set forth in an Award Agreement:


(i)                                     In the event of
a Participant’s termination of employment or relationship for Cause, all
unexercised Options granted to a Participant will terminate as of the date of
such termination of employment or relationship.


(ii)                                  In the event of
a Participant’s termination of employment or relationship by the Company or a
subsidiary other than for Cause or the Participant resigns from employment or
relationship for any reason (other than on account of death or Disability), (i)
any unvested portion of the Participant’s Option shall terminate and (ii) any
portion of the Participant’s Option that was vested and exercisable on the date
of his or her termination of employment or relationship shall remain
exercisable for a period of 3 months after the date of termination, and any
portion of such Option not exercised within such 3 month period shall be
forfeited; provided, however, that in no event may such Option be exercised
after the expiration of the Option Period.


(iii)                               In the event a
Participant’s employment or relationship shall terminate on account of death or
Disability, (i) any unvested portion of the Participant’s Option shall
terminate and (ii) the Participant (or his or her personal representative) may
exercise all vested and exercisable Options within the earlier of (x) one year
from the date of such death or Disability or (y) the expiration of the Option
Period.  Any portion of such Option not
exercised within such period shall be forfeited.


(h)                                 Transferability
of Options.  No Option
granted under the Plan and no right arising under such Option shall be
transferable other than by will or by the laws of descent and distribution.  During the lifetime of the Participant an
Option shall be exercisable only by such Participant.  Any Option exercisable at the date of the Participant’s death and
transferred by will or by the laws of descent and distribution shall be
exercisable in accordance with the terms of such Option by the executor or
administrator, as the case may be, of the Participant’s estate (each a
“Designated Beneficiary”) for a


 


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period provided in paragraph
(g)(3) above or such longer period as the Administrator may determine, and
shall then terminate.


(i)                                     Investment
Representation.  Each
Option agreement may contain an undertaking that, upon demand by the
Administrator for such a representation, the Participant or his Designated
Beneficiary, as the case may be, shall deliver to the Administrator at the time
of any exercise of an Option a written representation that the Shares to be
acquired upon such exercise are to be acquired for such Participant’s or
Designated Beneficiary’s own account and not with a view to, or for resale in
connection with, any distribution.  Upon
such demand, delivery of such representation prior to the delivery of any
Shares issued upon exercise of an Option shall be a condition precedent to the
right of the Participant or his Designated Beneficiary to purchase any Shares.


(j)                                     Optionholders
to Have No Rights as Stockholders.  No optionholder shall have any rights as a stockholder with
respect to any Shares subject to such optionholder’s Option prior to the date
on which such optionholder is recorded as the holder of such Shares on the
records of the Company.


(k)                                  Other Option
Provisions.  The form
of Award Agreement applicable to Options authorized by the Plan may contain
such other provisions, consistent with this Plan, as the Administrator may,
from time to time, determine.


(l)                                     Notification of
Sales of Common Stock. 
Subject to the provisions of Section 9 hereof, any optionholder who
disposes of Shares acquired upon the exercise of an Incentive Stock Option
either (a) within two (2) years from the date of the grant of the Incentive
Stock Option under which the common stock was acquired or (b) within one (1)
year after the transfer of such Shares to the optionholder, shall notify the
Company of such disposition and of the amount realized upon such disposition.


(m)                               Stockholders
Agreement and Related Agreements.  Prior to the exercise of any Options granted hereunder, the
Participant (or legal representative) shall be required to become a party to
the Stockholders Agreement or any related agreements, as determined by the
Company.  Accordingly, the execution of
such Stockholders Agreement shall be a condition precedent to the right to
purchase any Shares pursuant to an Option.


7.             Restricted Stock.


(a)                                  Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Administrator shall
determine.


 


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(b)                                 Restricted Stock Agreement.  Each Award applicable to Restricted Stock
shall be evidenced by an Award Agreement that shall specify the restrictions,
including restrictions creating a substantial risk of forfeiture, the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and as such
other provisions as the Administrator shall determine.  Restrictions on Restricted Stock shall lapse
at such time(s) and in such manner and subject to such conditions as the
Administrator shall in each instance determine, which need not be the same for
each Award or for each Participant.


(c)                                  Transferability.  Except as provided in this Section 7, the
Shares of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Administrator and specified
in the Award Agreement, or upon earlier satisfaction of any other conditions,
as specified by the Administrator in its sole discretion and set forth in the
Award Agreement.  All rights with
respect to the Restricted Stock granted to a Participant under the Plan shall
be available during his or her lifetime only to such Participant, or in the event
of the Participant’s legal incapacity, to the Participant’s legal guardian or
representative.


(d)                                 Other Restrictions.  The Administrator shall impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable and as set forth in an Award
Agreement including, without limitation, a requirement that Participants pay a
stipulated purchase price for each Share of Restricted Stock, time-based
restrictions on vesting following the attainment of a performance target, if
applicable, and/or restrictions under applicable Federal or state securities
laws.



The Company or its designee shall retain the certificates representing Shares
of Restricted Stock in the Company’s possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied.



Except as otherwise provided in this Section 7, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the applicable Period of
Restriction.


(e)                                  Voting Rights.  During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares.


(f)                                    Dividends and Other Distributions.  During the Period of
Restriction, Participants holding Shares of Restricted Stock granted hereunder
may be


 


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credited with regular cash
dividends, if any, paid with respect to the underlying Shares while they are so
held.  The Administrator may apply any
restrictions to the dividends that the Administrator deems appropriate.


(g)                                 Termination
of Employment with the Company or a Subsidiary.  Each Award Agreement shall set forth the
extent to which the Participant shall have the right to receive unvested
Restricted Shares following termination of the Participant’s employment with
the Company or a subsidiary.  Such
provisions shall be determined in the sole discretion of the Administrator,
shall be included in the Award Agreement entered into with each Participant,
need not be uniform among all Shares of Restricted Stock issued pursuant to the
Plan, and may reflect distinctions based on the reasons for termination of employment
with the Company or a subsidiary.


(h)                                 Stockholders
Agreement and Related Agreements.  Upon the grant of Restricted Stock hereunder, the Participant
shall be required to become a party to the Stockholders Agreement or any
related agreements, as determined by the Company.


8.             Effect of Liquidity Event.  Notwithstanding any provision of the Plan to
the contrary, unless otherwise determined by the Administrator, in its sole
discretion or as otherwise set forth in an Award Agreement, if there should be
a Liquidity Event, the Company shall give each Participant written notice of
such Liquidity Event as promptly as practicable prior to the effective date
thereof and (i) any unvested Awards as of the date of the Liquidity Event shall
become immediately exercisable or vested as of the effective date of such
Liquidity Event and (ii) the Administrator may determine, in its sole
discretion, the treatment of any Awards which are exercisable or vested at the
time of the Liquidity Event or become exercisable or vested pursuant to this
Section 8.


9.             Call Right.  Prior to a Liquidity Event, the Company may
purchase Shares acquired from exercise of an Award or lapse of restrictions
from any Participant whose employment or relationship has been terminated, on
ninety (90) days notice, for an amount equal to (a) in the event that such
employment or relationship terminates for Cause, the Award price paid, if any,
by the Participant for the Shares or (b) in the event that such employment or
relationship terminates for any other reason, the greater of (i) Fair Market
Value of the Shares as of the date the Company exercises its rights under this
Section and (ii) the Award price paid, if any. 
Any Shares purchased by the Company in connection with the exercise of
the Company’s call right may be paid in cash or by check.


10.           Adjustments in Event of Change in Common Stock.  In the event of any change in the common
stock by reason of any stock dividend, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of Shares, or of any
similar change affecting the common stock, the number and kind of Shares which
thereafter may be optioned and sold under the Plan and the number and kind of
Shares subject to Award in outstanding Award Agreements and the purchase price
per share thereof, if any, shall be appropriately adjusted consistent with such
change in such manner as the Board may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available for,
Participants in the


 


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Plan. 
Without limiting the generality of the foregoing, if the common stock is
recapitalized into multiple classes of common stock, the kind of Shares subject
to Award shall be those common Shares intended for broad general ownership
rather than any class of special super-voting or other control stock.


11.           Plan and Awards Not to Confer Rights with Respect to
Continuance of Employment or Relationship. 
Neither the Plan nor any action taken thereunder shall be construed as
giving any Participant any right to continue such Participant’s relationship
with the Company or a subsidiary thereof, nor shall it give any employee the
right to be retained in the employ of the Company or a subsidiary, or interfere
in any way with the right of the Company or a subsidiary to terminate any
Participant’s employment or relationship, as the case may be, at any time with
or without Cause.


12.           No Claim or Right Under the Plan.  No employee, director or consultant of the
Company or any of its subsidiaries shall at any time have the right to be
selected as a Participant in the Plan nor, having been selected as a
Participant and granted an Award, to be granted any additional Award.


13.           Listing and Qualification of Shares.  The Plan, the grant and exercise of Awards
thereunder, and the obligation of the Company to sell and deliver Shares under
such Awards, shall be subject to all applicable Federal and state laws, rules
and regulations and to such approvals by any government or regulatory agency as
may be required.  The Company, in its
discretion, may postpone the issuance or delivery of Shares upon any exercise
of an Award until completion of any stock exchange listing, or other
qualification of such Shares under any state or Federal law, rule or regulation
as the Company may consider appropriate, and may require any Award holder to
make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the Shares in compliance
with applicable laws, rules and regulations. 
Certificates representing Shares acquired by the exercise of an Award
may bear such legend as the Company may consider appropriate under the
circumstances.


14.           Disposition of Shares of Common Stock.  Any Shares acquired with respect to an Award
granted under the Plan or any economic interest therein may only be sold,
conveyed, transferred, assigned, mortgaged, pledged, hypothecated in accordance
with the Stockholders Agreement and related agreements.


15.           Taxes.  The
Company may make such provisions and take such steps as it may deem necessary
or appropriate for the withholding of all federal, state, local and other taxes
required by law to be withheld with respect to Awards under the Plan including,
but not limited to (a) reducing the number of Shares otherwise deliverable,
based upon their Fair Market Value on the date of exercise, to permit deduction
of the amount of any such withholding taxes from the amount otherwise payable
under the Plan, (b) deducting the amount of any such withholding taxes
from any other amount then or thereafter payable to a Participant, or (c)
requiring a Participant, beneficiary or legal representative to pay to the
Company the amount required to be withheld or to execute such documents as the
Company deems necessary or desirable to enable it to satisfy its withholding
obligations as a condition of releasing the Share.


 


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16.           No Liability of Administrator.  No member of the Administrator shall be
personally liable by reason of any contract or other instrument executed by
such member or on his behalf in his capacity as a member of the Administrator
nor for any mistake of judgment made in good faith, and the Company shall
indemnify and hold harmless each employee, officer or director of the Company
to whom any duty or power relating to the administration or interpretation of
the Plan may be allocated or delegated, against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim
with the approval of the Board arising out of any act or omission to act in
connection with the Plan unless such act arises out of the member’s own fraud
or bad faith.


17.           Amendment or Termination.  The Administrator may, with prospective or retroactive effect,
amend, suspend or terminate the Plan or any portion thereof at any time and for
any reason; provided, however, that no amendment or other action that requires
stockholder approval in order for the Plan to continue to comply with
applicable law, rule or regulation shall be effective unless such amendment or
other action shall be approved by the requisite vote of stockholders of the
Company entitled to vote thereon and no repricing of Awards under the Plan shall
occur without stockholder approval.


18.           Compliance with Section 162(m) of
the Code.  At all times when Section
162(m) of the Code is applicable, all Awards granted under the Plan shall
comply with the requirements of Section 162(m) of the Code; provided, however,
that in the event the Administrator determines that such compliance is not
desired with respect to any Award of Restricted Stock, compliance with Section
162(m) of the Code will not be required. 
In addition, in the event that changes are made to Section 162(m) of the
Code to permit greater flexibility with respect to any Award or Awards
available under the Plan, the Administrator may, subject to Section 17, make
any adjustments it deems appropriate.


19.           Captions. 
The captions preceding the sections of the Plan have been inserted
solely as a matter of convenience and shall not in any manner define or limit
the scope or intent of any provision of the Plan.


20.           Governing Law. 
The Plan and all rights thereunder shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such State.


21.           Severability. 
In the event that any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.


22.           Effective Date. 
The Plan shall become effective as of August 27, 2004.


 


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