2007 PTS Holdings Corp. Stock Incentive Plan



 Exhibit 10.16 
 2007 PTS HOLDINGS CORP. 
 STOCK INCENTIVE PLAN 
  

	1.	Purpose of the Plan 

 The purpose of the Plan is to
aid the Company and its Affiliates in recruiting and retaining key employees, directors, other service providers, or independent contractors and to motivate such employees, directors, other service providers, or independent contractors to exert
their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in
the welfare of the Company as a result of their proprietary interest in the Company’s success. 
  

	2.	Definitions 

 The following capitalized terms used
in the Plan have the respective meanings set forth in this Section: 
 (a) Act: The Securities Exchange Act of 1934, as amended, or any
successor thereto. 
 (b) Affiliate: With respect to any entity, any entity directly or indirectly controlling, controlled by, or
under common control with, such entity. 
 (c) Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant
to the Plan. 
 (d) Beneficial Owner: A “beneficial owner”, as such term is defined in Rules 13d-3 and 13d-5 under the Act
(or any successor rule thereto). 
 (e) Blackstone: The Blackstone Group. 
 (f) Board: The Board of Directors of the Company. 
 (g) Change of Control: shall mean (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company or Holdings to any Person or Group other
than Blackstone or its affiliates (as defined in Rule 501(b) of the Securities Act of 1933, as amended) or (ii) any Person or Group, other than the Blackstone or its affiliates, is or becomes the Beneficial Owner, directly or indirectly, of
more than 50% of the total voting power of the voting equity of the Company or Holdings, including by way of merger, consolidation or otherwise and Blackstone ceases to directly or indirectly control the Board. 
 (h) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. 
 (i) Committee: The Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board (including, without
limitation, the full Board) to which the Board has delegated power to act under or pursuant to the provisions of the Plan, and if no such Committee has been created, the Board. 
 (j) Company: PTS Holdings Corp., a Delaware corporation. 







 (k) Disability: The Participant becomes physically or mentally incapacitated and is therefore
unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform the Participant’s duties. 
 (l) Effective Date: The date the Board approves the Plan, or such later date as is designated by the Board. 
 (m) Employment: The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the
Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or its Affiliates and (iii) a Participant’s services as a
non-employee director, if the Participant is a non-employee member of the Board. 
 (n) Fair Market Value: On a given date (i) if
there is a public market for the shares on such date, the average of the high and low closing bid prices of the shares of common stock on such stock exchange on which the shares are principally trading on the date in question, or, if there were no
sales on such date, on the closest preceding date on which there were sales of shares or (ii) if there is no public market for the shares on such date, the fair market value of the shares as determined in good faith by the Board, without regard
to any minority discount, but taking into account liquidity considerations; provided that if a Participant disagrees with the Board’s determination, he or she may require the Company to retain an independent investment banker to
determine the fair market value. The Company will bear the cost of such appraisal, unless the appraised value is 110% or less of the Board’s determination of the fair market value, in which case the Participant will bear the cost of such
appraisal. 
 (o) Group: A “group” as such term is used for purposes of Section 13(d) or 14(a) of the Act (or any
successor section thereto). 
 (p) Holdings: BHP PTS Holdings, L.L.C., a Delaware limited liability company. 
 (q) Option: A stock option granted pursuant to Section 6 of the Plan. 
 (r) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan. 
 (s) Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan. 
 (t) Participant: An employee, director, other service provider, or independent contractor of the Company or its Affiliates who is selected by the
Committee to participate in the Plan. 
 (u) Person: A “person”, as such term is used for purposes of Section 13(d) or
14(d) of the Act (or any successor section thereto). 
 (v) Plan: The 2007 PTS Holdings Corp. Stock Incentive Plan. 
 (w) Shares: Shares of common stock of the Company. 
 (x) Stock Appreciation Right: A stock appreciation right granted pursuant to Section 7 of the Plan. 
  

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 (y) Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any
successor section thereto). 
  

	3.	Shares Subject to the Plan 

 Subject to
Section 9, the total number of Shares which may be issued under the Plan is 76,000. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the
exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards or portions of Awards which are forfeited
without being exercised or terminate or lapse without the payment of consideration may be granted again under the Plan. 
  

	4.	Administration 

 The Plan shall be administered by
the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof. Additionally, the Committee may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or an
Affiliate; provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. Awards may, in the discretion of the Committee, be made under the Plan in assumption of,
or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines. The number of Shares underlying such substitute awards shall be counted against
the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems
necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited
to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions
at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the
exercise, grant or vesting of an Award and the Company or its Affiliates shall have the right and are authorized to withhold any applicable withholding taxes with respect to any Award, its exercise, or any payment or transfer under or with respect
to the Award and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. Unless the Committee specifies otherwise, the Participant may elect to pay a portion
or all of such withholding taxes by (a) delivery in Shares, provided that such Shares have been held by the Participant for more than six (6) months (or such other period established by the Committee from time to time in order to avoid
adverse accounting treatment applying generally accepted accounting principles) or (b) with respect to minimum withholding amounts only, having Shares with a Fair Market Value equal to the amount withheld by the Company from any Shares that
would have otherwise been received by the Participant. 
  

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	5.	Limitations 

 No Award may be granted under the Plan
after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. 
  

	6.	Terms and Conditions of Options 

 Options granted
under the Plan shall be non-qualified stock options for federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions,
not inconsistent therewith, as the Committee shall determine: 
 (a) Option Price. The Option Price per Share shall be determined by
the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date an Option is granted (other than in the case of Options granted in substitution of previously granted awards, as described in Section 4). 

(b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by
the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted. 
 (c) Exercise of
Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the
exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii), (iv) or (v) in the following
sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company as designated by the Committee, pursuant to one or more of the following methods: (i) in cash or its equivalent (e.g., by personal
check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by
the Participant for more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly
in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to
a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased, or (v) using a net settlement
mechanism whereby the number of shares delivered upon the exercise of the option will be reduced by a number of shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any
applicable withholding taxes. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for
such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. 
 (d) Attestation.
Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of 

  

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an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting
proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and/or shall withhold such number of Shares from the Shares acquired by the exercise of the Option, as appropriate.

  

	7.	Terms and Conditions of Stock Appreciation Rights 

 (a) Grants. The Committee may also grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares
covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or
such additional limitations as may be included in an Award agreement). 
 (b) Terms. The exercise price per Share of a Stock
Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted (other than in the case of Stock Appreciation
Rights granted in substitution of previously granted awards, as described in Section 4); provided, however, that in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise
price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value
on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof,
shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise
date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date.
Payment to the Participant shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from
time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation
Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share. 
 (c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit, but in no event shall a Stock
Appreciation Right be exercisable more than ten years after the date it is granted. 
  

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	8.	Other Stock-Based Awards 

 The Committee, in its
sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based
Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the
equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards;
whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that
all Shares so awarded and issued shall be fully paid and non-assessable). 
  

	9.	Adjustments Upon Certain Events 

 Notwithstanding
any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan: 
 (a)
Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or
exchange of Shares or other corporate exchange, or any distribution to shareholders other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make
such substitution or adjustment, if any, as it deems to be equitable (subject to Section 17), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding
Awards, (ii) the Option Price or exercise price of any Award, and/or (iii) any other affected terms of such Awards. 
 (b)
Change of Control. In the event of a Change of Control after the Effective Date, (i) if determined by the Committee in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable
or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change of Control and (ii) the
Committee may (subject to Section 17), but shall not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award, (B) cancel such Awards for fair value (as determined in the
sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares
subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such
Options or Stock Appreciation Rights, (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its
sole discretion or (D) provide that for a period of at least 15 days prior to the Change of Control, such Awards shall be exercisable, to the extent applicable, as to all Shares subject thereto and the Committee may further provide that upon
the occurrence of the Change of Control, such Awards shall terminate and be of no further force and effect. 
  

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	10.	No Right to Employment or Awards 

 The granting of
an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or any Affiliate’s right to terminate the Employment of such
Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the
Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). 
  

	11.	Successors and Assigns 

 The Plan shall be binding
on all successors and assigns of the Company and a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of
the Participant’s creditors. 
  

	12.	Nontransferability of Awards 

 Unless otherwise
determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the
legatees, personal representatives or distributees of the Participant. 
  

	13.	Amendments or Termination 

 The Board may amend,
alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the
total number of Shares reserved for the purposes of the Plan or (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan;
provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid
adverse tax consequences to the Company or to Participants). 
 Without limiting the generality of the foregoing, to the extent applicable,
notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder
will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and
appropriate policies and 

  

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procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax
treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code. 

 

	14.	International Participants 

 With respect to
Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local
law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate. 
  

	15.	Choice of Law 

 The Plan shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to conflicts of laws. 
  

	16.	Effectiveness of the Plan 

 The Plan shall be
effective as of the Effective Date. 
  

	17.	Section 409A of the Code 

 Notwithstanding
other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under
Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time
contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company will make such payment on the
first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith;
provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to Participants with respect to this Section 17. 
  

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