EXHIBIT 10.12
	 

	 
		FORM OF
	 

	 
		 OCEANFREIGHT INC.
 2007 EQUITY INCENTIVE PLAN
	 

	 
		ARTICLE I.
 General
	 

	 
		1.1.  
	 

	 
		Purpose
	 

	 
		The OceanFreight Inc. 2007 Equity Incentive Plan (the
		“Plan”) is designed to provide certain key persons, whose initiative
		and efforts are deemed to be important to the successful conduct of the
		business of OceanFreight Inc. (the “Company”), with incentives to
		(a) enter into and remain in the service of the Company, (b) acquire
		a proprietary interest in the success of the Company, (c) maximize their
		performance and (d) enhance the long-term performance of the Company.
	 

	 
		1.2.  
	 

	 
		Administration
	 

	 
		(a)
	 

	 
		Administration.  The Plan shall be administered by the
		Compensation Committee of the Company’s Board of Directors (the
		“Board”), such other committee of the Board as may be designated by
		the Board to administer the Plan (the “Administrator”);
		provided that,(i) the Administrator shall be composed of solely of
		two or more directors who are “outside directors” for purposes of
		Section 162(m) of the Internal Revenue Code of 1986, as amended (the
		“Code”), and (ii) in the event the Company is subject to
		Section 16 of the Securities Exchange Act of 1934, as amended (the
		“1934 Act”), the Administrator shall be composed of two or more
		directors, each of whom is a “Non-Employee Director” (a
		“Non-Employee Director”) under Rule 16b-3 (as promulgated and
		interpreted by the Securities and Exchange Commission (the “SEC”)
		under the 1934, or any successor rule or regulation thereto as in effect from
		time to time); provided further, however, that, prior to the date
		of the consummation of an initial public offering of the Company’s Common
		Stock (as defined below), the Administrator may be composed of one or more
		members of the Board, as determined by the Board.  Subject to the terms of
		the Plan and applicable law, and in addition to other express powers and
		authorizations conferred on the Administrator by the Plan, the Administrator
		shall have the full power and authority to: (1) designate the persons to
		receive Awards (as defined below) under the Plan; (2) determine the types
		of Awards granted to a participant under the Plan; (3) determine the
		number of shares to be covered by, or with respect to which payments, rights or
		other matters are to be calculated with respect to, Awards; (4) determine
		the terms and conditions of any Awards; (5) determine whether, and to what
		extent, and under what circumstances, Awards may be settled or exercised in
		cash, shares, other securities, other Awards or other property, or cancelled,
		forfeited or suspended, and the methods by which Awards may be settled,
		exercised, cancelled, forfeited or suspended; (6) determine whether, to
		what extent, and under what circumstances cash, shares, other securities, other
		Awards, other property and other amounts payable with respect to an Award shall
		be deferred, either automatically or at the election of the holder thereof or
		the Administrator; (7) construe, interpret and implement the Plan and any
		Award Agreement (as defined below); (8) prescribe, amend, rescind or waive
		rules and regulations relating to the Plan, including
	 

	 
		
 

	 

	 
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		rules governing its operation; (9) make all determinations necessary
		or advisable in administering the Plan; (10) correct any defect, supply
		any omission and reconcile any inconsistency in the Plan or any Award
		Agreement; and (11) make any other determination and take any other action
		that the Administrator deems necessary or desirable for the administration of
		the Plan.  Unless otherwise expressly provided in the Plan, all
		designations, determinations, interpretations and other decisions under or with
		respect to the Plan or any Award shall be within the sole discretion of the
		Administrator, may be made at any time and shall be final, conclusive and
		binding upon all persons.
	 

	 
		(b)
	 

	 
		General Right of Delegation.  Except to the extent prohibited
		by applicable law, the applicable rules of a stock exchange or any charter,
		by-laws or other agreement governing the Administrator, the Administrator may
		delegate all or any part of its responsibilities to any person or persons
		selected by it and may revoke any such allocation or delegation at any time.
	 

	 
		(c)
	 

	 
		Indemnification.  No member of the Board, the Administrator
		or any employee of the Company (each such person, a “Covered Person”)
		shall be liable for any action taken or omitted to be taken or any
		determination made in good faith with respect to the Plan or any Award
		hereunder.  Each Covered Person shall be indemnified and held harmless by
		the Company against and from (i) any loss, cost, liability or expense
		(including attorneys’ fees) that may be imposed upon or incurred by such
		Covered Person in connection with or resulting from any action, suit or
		proceeding to which such Covered Person may be a party or in which such Covered
		Person may be involved by reason of any action taken or omitted to be taken
		under the Plan or any Award Agreement and (ii) any and all amounts paid by such
		Covered Person, with the Company’s approval, in settlement thereof, or
		paid by such Covered Person in satisfaction of any judgment in any such action,
		suit or proceeding against such Covered Person; provided that the
		Company shall have the right, at its own expense, to assume and defend any such
		action, suit or proceeding and, once the Company gives notice of its intent to
		assume the defense, the Company shall have sole control over such defense with
		counsel of the Company’s choice.  The foregoing right of
		indemnification shall not be available to a Covered Person to the extent that a
		court of competent jurisdiction in a final judgment or other final
		adjudication, in either case not subject to further appeal, determines that the
		acts or omissions of such Covered Person giving rise to the indemnification
		claim resulted from such Covered Person’s bad faith, fraud or willful
		criminal act or omission or that such right of indemnification is otherwise
		prohibited by law or by the Company’s Articles of Incorporation or Bylaws.
		 The foregoing right of indemnification shall not be exclusive of any
		other rights of indemnification to which Covered Persons may be entitled under
		the Company’s Articles of Incorporation or Bylaws, as a matter of law, or
		otherwise, or any other power that the Company may have to indemnify such
		persons or hold them harmless.
	 

	 
		(d)
	 

	 
		Delegation of Authority to Senior Officers.  The
		Administrator may delegate, on such terms and conditions as it determines, to
		one or more senior officers of the Company the authority to make grants of
		Awards to key employees (other than officers) of the Company and its
		Subsidiaries (including any such prospective key employee) and consultants of
		the Company and its Subsidiaries.
	 

	 
		(e)
	 

	 
		Awards to Non-Employee Directors.  Notwithstanding anything
		to the contrary contained herein, the Board may, in its sole discretion, at any
		time and from time to time, grant Awards to Non-Employee Directors or
		administer the Plan with respect to such Awards.  In any such case, the
		Board shall have all the authority and responsibility granted to the
		Administrator herein.
	 

	 
		
 

	 

	 
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		1.3.  
	 

	 
		Persons Eligible for Awards
	 

	 
		The persons eligible to receive Awards under the Plan are those
		directors, officers and key employees (including any prospective officer or key
		employee) and consultants of the Company and its Subsidiaries (collectively,
		“Key Persons”) as the Administrator shall select.
	 

	 
		1.4.  
	 

	 
		Types of Awards
	 

	 
		Awards may be made under the Plan in the form of (a) stock options,
		(b) stock appreciation rights, (c) restricted stock,
		(d) restricted stock units, (e) unrestricted stock and
		(f) dividend participation rights, all as more fully set forth in the
		Plan.  The term “Award” means any of the foregoing that are
		granted under the Plan.
	 

	 
		1.5.  
	 

	 
		Shares Available for Awards; Adjustments for Changes in
		Capitalization
	 

	 
		(a)
	 

	 
		Maximum Number.  Subject to adjustment as provided in
		Section 1.5(c), the aggregate number of shares of common stock of the
		Company, par value $0.01 (“Common Stock”), with respect to which
		Awards may at any time be granted under the Plan shall be 500,000.  The
		following shares of Common Stock shall again become available for Awards under
		the Plan: (i) any shares that are subject to an Award under the Plan and
		that remain unissued upon the cancellation or termination of such Award for any
		reason whatsoever; (ii) any shares of restricted stock forfeited pursuant
		to the Plan or the applicable Award Agreement; provided that any
		dividend equivalent rights with respect to such shares that have not
		theretofore been directly remitted to the grantee are also forfeited; and
		(iii) any shares in respect of which a stock appreciation right or
		restricted stock unit is settled for cash.
	 

	 
		(b)
	 

	 
		Source of Shares.  Shares issued pursuant to the Plan may be
		authorized but unissued Common Stock or treasury shares.  The
		Administrator may direct that any stock certificate evidencing shares issued
		pursuant to the Plan shall bear a legend setting forth such restrictions on
		transferability as may apply to such shares.
	 

	 
		(c)
	 

	 
		Adjustments.  (i)  In the event that the
		Administrator determines that any dividend or other distribution (whether in
		the form of cash, Company shares, other securities or other property),
		recapitalization, stock split, reverse stock split, reorganization, merger,
		consolidation, split-up, spin-off, combination, repurchase or exchange of
		Company shares or other securities of the Company, issuance of warrants or
		other rights to purchase Company shares or other securities of the Company, or
		other similar corporate transaction or event affects the Company shares such
		that an adjustment is determined by the Administrator to be appropriate or
		desirable, then the Administrator shall, in such manner as it may deem
		equitable or desirable, adjust the number of shares or other securities of the
		Company (or number and kind of other securities or property) with respect to
		which Awards may be granted under the Plan.
	 

	 
		(ii)
	 

	 
		The Administrator is authorized to make adjustments in the terms and
		conditions of, and the criteria included in, Awards in recognition of unusual
		or nonrecurring events (including the events described in
		Section 1.5(c)(i) or the occurrence of a Change in Control (as defined
		below)) affecting the Company, any Affiliate, or the financial statements of
	 

	 
		
 

	 

	 
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		the Company or any Affiliate, or of changes in applicable rules, rulings,
		regulations or other requirements of any governmental body or securities
		exchange, accounting principles or law, whenever the Administrator determines
		that such adjustments are appropriate or desirable, including providing for
		(A) adjustment to (1) the number of shares or other securities of the
		Company (or number and kind of other securities or property) subject to
		outstanding Awards or to which outstanding Awards relate and (2) the
		Exercise Price (as defined below) with respect to any Award and (B) a
		substitution or assumption of Awards, accelerating the exercisability or
		vesting of, or lapse of restrictions on, Awards, or accelerating the
		termination of Awards by providing for a period of time for exercise prior to
		the occurrence of such event, or, if deemed appropriate or desirable, providing
		for a cash payment to the holder of an outstanding Award in consideration for
		the cancellation of such Award (it being understood that, in such event, any
		option or stock appreciation right having a per share Exercise Price equal to,
		or in excess of, the Fair Market Value of a share subject to such option or
		stock appreciation right may be cancelled and terminated without any payment or
		consideration therefor).
	 

	 
		(iii)
	 

	 
		In the event of (A) a dissolution or liquidation of the Company,
		(B) a sale of all or substantially all the Company’s assets or
		(C) a merger, reorganization or consolidation involving the Company or one
		of its Subsidiaries (as defined below), the Administrator shall have the power
		to:
	 

	 
		(1)  provide that outstanding options, stock appreciation
		rights, restricted stock units (including any related dividend equivalent
		right) and/or dividend participation rights shall either continue in effect, be
		assumed or an equivalent award shall be substituted therefor by the successor
		corporation or a “parent corporation” (as defined in
		Section 424(e) of the Code) or “subsidiary corporation” (as
		defined in Section 424(f) of the Code);
	 

	 
		(2)  cancel, effective immediately prior to the occurrence of
		such event, (x) options, stock appreciation rights and/or restricted stock
		units (including each dividend equivalent right related thereto) outstanding
		immediately prior to such event (whether or not then exercisable) and, in full
		consideration of such cancellation, pay to the holder of such Award a cash
		payment in an amount equal to the excess, if any, of the Fair Market Value (as
		of a date specified by the Administrator) of the shares subject to such Award
		over the aggregate Exercise Price of such Award (it being understood that, in
		such event, any option or stock appreciation right having a per share Exercise
		Price equal to, or in excess of, the Fair Market Value of a share subject to
		such option or stock appreciation right may be cancelled and terminated without
		any payment or consideration therefor) and/or (y) any dividend
		participation rights and, in full consideration of such cancellation, pay to
		the holder of such dividend participation rights any amount required to be paid
		in connection with such cancellation as may be specified in the applicable
		Award Agreement; or
	 

	 
		(3)  notify the holder of an option or stock appreciation right
		in writing or electronically that each option and stock appreciation right
		shall be fully vested and exercisable for a period of 30 days from the date of
		such notice, or such shorter period as the Administrator may determine to be
		reasonable, and the option or stock appreciation right shall terminate upon the
		expiration of such period (which period shall expire no later than immediately
		prior to the consummation of the corporate transaction).
	 

	 
		
 

	 

	 
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		(d)
	 

	 
		Subject to adjustment as provided in Section 1.5(c), the total
		number of shares of Common Stock with respect to which options, stock
		appreciation rights, restricted stock, restricted stock units and unrestricted
		stock units may be granted to any participant under the Plan during any one
		calendar year shall not exceed 100,000.
	 

	 
		1.6.  
	 

	 
		Definitions of Certain Terms
	 

	 
		(a)
	 

	 
		The “Fair Market Value” of a share of Common Stock on any day
		shall be the closing price on the stock exchange upon which such shares are
		listed as reported for such day in The Wall Street Journal, or, if no such
		price is reported for such day, the average of the high bid and low asked price
		of Common Stock as reported for such day.  If no quotation is made for the
		applicable day, the Fair Market Value of a share of Common Stock on such day
		shall be determined in the manner set forth in the preceding sentence for the
		next preceding trading day.  Notwithstanding the foregoing, if there is no
		reported closing price or high bid/low asked price that satisfies the preceding
		sentences, or if otherwise deemed necessary or appropriate by the
		Administrator, the Fair Market Value of a share of Common Stock on any day
		shall be determined by such methods or procedures as shall be established from
		time to time by the Administrator.  The “Fair Market Value” of
		any property other than Common Stock shall be the fair market value of such
		property determined by such methods or procedures as shall be established from
		time to time by the Administrator.
	 

	 
		(b)
	 

	 
		Unless otherwise set forth in an Award Agreement, in connection with a
		termination of employment or consultancy relationship or a dismissal from Board
		membership, for purposes of the Plan, the term “for Cause” shall be
		defined as follows:
	 

	 
		(i)
	 

	 
		if there is an employment, severance, change in control or other
		agreement governing the relationship between the grantee, on the one hand, and
		the Company or a Subsidiary, on the other hand, that contains a definition of
		“cause” (or similar phrase), for purposes of the Plan, the term
		“for Cause” shall mean those acts or omissions that would constitute
		“cause” under such agreement; or
	 

	 
		(ii)
	 

	 
		if the preceding clause (i) is not applicable to the grantee, for
		purposes of the Plan, the term “for Cause” shall mean any of the
		following:
	 

	 
		(A)
	 

	 
		any failure by the grantee substantially to perform the grantee’s
		employment or Board membership duties;
	 

	 
		(B)
	 

	 
		any excessive unauthorized absenteeism by the grantee;
	 

	 
		(C)
	 

	 
		any refusal by the grantee to obey the lawful orders of the Board or any
		other person to whom the grantee reports;
	 

	 
		(D)
	 

	 
		any act or omission by the grantee that is or may be injurious to the
		Company or any Affiliate, whether monetarily, reputationally or otherwise;
	 

	 
		(E)
	 

	 
		any act by the grantee that is inconsistent with the best interests of
		the Company or any Affiliate;
	 

	 
		
 

	 

	 
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		(F)
	 

	 
		the grantee’s gross negligence that is injurious to the Company or
		any Affiliate, whether monetarily, reputationally or otherwise;
	 

	 
		(G)
	 

	 
		the grantee’s material violation of any of the Company’s
		policies, including, without limitation, those policies relating to
		discrimination or sexual harassment;
	 

	 
		(H)
	 

	 
		the grantee’s material breach of his or her employment or service
		contract with the Company or any Affiliate;
	 

	 
		(I)
	 

	 
		the grantee’s unauthorized (1) removal from the premises of the
		Company or an Affiliate of any document (in any medium or form) relating to the
		Company or an Affiliate or the customers or clients of the Company or an
		Affiliate or (2) disclosure to any person or entity of any of the
		Company’s, or any Affiliate’s, confidential or proprietary
		information;
	 

	 
		(J)
	 

	 
		the grantee’s being convicted of, or entering a plea of guilty or
		nolo contendere to, any crime that constitutes a felony or involves moral
		turpitude; and
	 

	 
		(K)
	 

	 
		the grantee’s commission of any act involving dishonesty or fraud.
	 

	 
		Any rights the Company may have under the Plan in respect of the events
		giving rise to a termination or dismissal “for Cause” shall be in
		addition to any other rights the Company may have under any other agreement
		with a grantee or at law or in equity.  Any determination of whether a
		grantee’s employment, consultancy relationship or Board membership is (or
		is deemed to have been) terminated “for Cause” shall be made by the
		Administrator.  If, subsequent to a grantee’s voluntary termination
		of employment or consultancy relationship or voluntarily resignation from the
		Board or involuntary termination of employment or consultancy relationship
		without Cause or removal from the Board other than “for Cause”, it is
		discovered that the grantee’s employment or consultancy relationship or
		Board membership could have been terminated “for Cause”, the
		Administrator may deem such grantee’s employment or consultancy
		relationship or Board membership to have been terminated “for Cause”
		upon such discovery and determination by the Administrator.
	 

	 
		(c)
	 

	 
		“Affiliate” shall mean (i) any entity that, directly or
		indirectly, is controlled by, controls or is under common control with, the
		Company and (ii) any entity in which the Company has a significant equity
		interest, in either case as determined by the Administrator.
	 

	 
		(d)
	 

	 
		“Subsidiary” shall mean any entity in which the Company,
		directly or indirectly, has a 50% or more equity interest.
	 

	 
		(e)
	 

	 
		“Exercise Price” shall mean (i) in the case of options,
		the price specified in the applicable Award Agreement as the price-per-share at
		which such share can be purchased pursuant to the option or (ii) in the
		case of stock appreciation rights, the price specified in the applicable Award
		Agreement as the reference price-per-share used to calculate the amount payable
		to the grantee.
	 

	 
		
 

	 

	 
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		(f)
	 

	 
		“Operating Surplus” shall have the meaning ascribed to such
		term in Appendix A to the Plan.
	 

	 
		(g)
	 

	 
		“Subordination Period” shall have the meaning ascribed to such
		term in Appendix A to the Plan.
	 

	 
		(h)
	 

	 
		“Subordinated Stock” shall mean the Company’s subordinated
		shares of common stock, par value $0.01.
	 

	 
		ARTICLE II.
 Awards Under The Plan
	 

	 
		2.1.  
	 

	 
		Agreements Evidencing Awards
	 

	 
		Each Award granted under the Plan shall be evidenced by a written
		certificate (“Award Agreement”), which shall contain such provisions
		as the Administrator may deem necessary or desirable and which may, but need
		not, require execution or acknowledgment by a grantee.  The Award shall be
		subject to all of the terms and provisions of the Plan and the applicable Award
		Agreement.
	 

	 
		2.2.  
	 

	 
		Grant of Stock Options and Stock Appreciation Rights
	 

	 
		(a)
	 

	 
		Stock Option Grants.  The Administrator may grant stock
		options (“options”) to purchase shares of Common Stock from the
		Company to such Key Persons, and in such amounts and subject to such vesting
		and forfeiture provisions and other terms and conditions, as the Administrator
		shall determine, subject to the provisions of the Plan.  No option will be
		treated as an “incentive stock option” for purposes of the Code.
	 

	 
		(b)
	 

	 
		Stock Appreciation Right Grants; Types of Stock Appreciation
		Rights.  The Administrator may grant stock appreciation rights to such
		Key Persons, and in such amounts and subject to such vesting and forfeiture
		provisions and other terms and conditions, as the Administrator shall
		determine, subject to the provisions of the Plan.  The terms of a stock
		appreciation right may provide that it shall be automatically exercised for a
		payment upon the happening of a specified event that is outside the control of
		the grantee and that it shall not be otherwise exercisable.  Stock
		appreciation rights may be granted in connection with all or any part of, or
		independently of, any option granted under the Plan.
	 

	 
		(c)
	 

	 
		Nature of Stock Appreciation Rights.  The grantee of a stock
		appreciation right shall have the right, subject to the terms of the Plan and
		the applicable Award Agreement, to receive from the Company an amount equal to
		(i) the excess of the Fair Market Value of a share of Common Stock on the
		date of exercise of the stock appreciation right over the Exercise Price of the
		stock appreciation right, multiplied by (ii) the number of shares with
		respect to which the stock appreciation right is exercised.  Each Award
		Agreement with respect to a stock appreciation right shall set forth the
		Exercise Price of such Award and, unless otherwise specifically provided in the
		Award Agreement, the Exercise Price of a stock appreciation right shall equal
		the Fair Market Value of a share of Common Stock on the date of grant;
		provided that in no event may such Exercise Price be less than the
		greater of (A) the Fair Market Value of a share of Common Stock on the
		date of grant and (B) the par value of a share of Common Stock.
		 Payment upon exercise of a stock appreciation right shall be in cash or
		in shares of Common
	 

	 
		
 

	 

	 
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		Stock (valued at their Fair Market Value on the date of exercise of the
		stock appreciation right) or both, all as the Administrator shall determine.
		 Upon the exercise of a stock appreciation right granted in connection
		with an option, the number of shares subject to the option shall be reduced by
		the number of shares with respect to which the stock appreciation right is
		exercised.  Upon the exercise of an option in connection with which a
		stock appreciation right has been granted, the number of shares subject to the
		stock appreciation right shall be reduced by the number of shares with respect
		to which the option is exercised.
	 

	 
		(d)
	 

	 
		Option Exercise Price.  Each Award Agreement with respect to
		an option shall set forth the Exercise Price of such Award and, unless
		otherwise specifically provided in the Award Agreement, the Exercise Price of
		an option shall equal the Fair Market Value of a share of Common Stock on the
		date of grant; provided that in no event may such Exercise Price be less
		than the greater of (i) the Fair Market Value of a share of Common Stock
		on the date of grant and (ii) the par value of a share of Common Stock.
	 

	 
		2.3.  
	 

	 
		Exercise of Options and Stock Appreciation Rights
	 

	 
		Subject to the other provisions of this Article II and the Plan,
		each option and stock appreciation right granted under the Plan shall be
		exercisable as follows:
	 

	 
		(a)
	 

	 
		Timing and Extent of Exercise.  Options and stock
		appreciation rights shall be exercisable at such times and under such
		conditions as determined by the Administrator and set forth in the
		corresponding Award Agreement, but in no event shall any portion of such Award
		be exercisable subsequent to the tenth anniversary of the date on which such
		Award was granted.  Unless the applicable Award Agreement otherwise
		provides, an option or stock appreciation right may be exercised from time to
		time as to all or part of the shares as to which such Award is then
		exercisable.
	 

	 
		(b)
	 

	 
		Notice of Exercise.  An option or stock appreciation right
		shall be exercised by the filing of a written notice with the Company or the
		Company’s designated exchange agent (the “Exchange Agent”), on
		such form and in such manner as the Administrator shall prescribe.
	 

	 
		(c)
	 

	 
		Payment of Exercise Price.  Any written notice of exercise of
		an option shall be accompanied by payment for the shares being purchased.
		 Such payment shall be made: (i) by certified or official bank check
		(or the equivalent thereof acceptable to the Company or its Exchange Agent) for
		the full option Exercise Price; (ii) with the consent of the
		Administrator, which consent shall be given or withheld in the sole discretion
		of the Administrator, by delivery of shares of Common Stock having a Fair
		Market Value (determined as of the exercise date) equal to all or part of the
		option Exercise Price and a certified or official bank check (or the equivalent
		thereof acceptable to the Company or its Exchange Agent) for any remaining
		portion of the full option Exercise Price; or (iii) at the sole discretion of
		the Administrator and to the extent permitted by law, by such other provision,
		consistent with the terms of the Plan, as the Administrator may from time to
		time prescribe (whether directly or indirectly through the Exchange Agent).
	 

	 
		(d)
	 

	 
		Delivery of Certificates Upon Exercise.  Subject to the
		provision of Sections 3.2, 3.4 and 3.13, promptly after receiving
		payment of the full option Exercise Price, or after receiving notice of the
		exercise of a stock appreciation right for which the Administrator determines
		payment will be made partly or entirely in shares, the Company or its Exchange
	 

	 
		
 

	 

	 
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		Agent shall (i) deliver to the grantee, or to such other person as may
		then have the right to exercise the Award, a certificate or certificates for
		the shares of Common Stock for which the Award has been exercised or, in the
		case of stock appreciation rights, for which the Administrator determines will
		be made in shares or (ii) establish an account evidencing ownership of the
		stock in uncertificated form.  If the method of payment employed upon an
		option exercise so requires, and if applicable law permits, an optionee may
		direct the Company or its Exchange Agent, as the case may be, to deliver the
		stock certificate(s) to the optionee’s stockbroker.
	 

	 
		(e)
	 

	 
		No Stockholder Rights.  No grantee of an option or stock
		appreciation right (or other person having the right to exercise such Award)
		shall have any of the rights of a stockholder of the Company with respect to
		shares subject to such Award until the issuance of a stock certificate to such
		person for such shares.  Except as otherwise provided in
		Section 1.5(c), no adjustment shall be made for dividends, distributions
		or other rights (whether ordinary or extraordinary, and whether in cash,
		securities or other property) for which the record date is prior to the date
		such stock certificate is issued.
	 

	 
		2.4.  
	 

	 
		Termination of Employment; Death Subsequent to a Termination of
		Employment
	 

	 
		(a)
	 

	 
		General Rule.  Except to the extent otherwise provided in
		paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or
		Section 3.5(b)(iii), a grantee who incurs a termination of employment or
		consultancy relationship or dismissal from the Board may exercise any
		outstanding option or stock appreciation right on the following terms and
		conditions: (i) exercise may be made only to the extent that the grantee
		was entitled to exercise the Award on the date of termination of employment or
		consultancy relationship or dismissal from the Board, as applicable; and
		(ii) exercise must occur within three months after termination of
		employment or consultancy relationship or dismissal from the Board but in no
		event after the original expiration date of the Award.
	 

	 
		(b)
	 

	 
		Dismissal “for Cause”.  If a grantee incurs a
		termination of employment or consultancy relationship or dismissal from the
		Board, in either case “for Cause”, all options and stock appreciation
		rights not theretofore exercised shall terminate upon the grantee’s
		termination of employment or consultancy relationship or dismissal from the
		Board.
	 

	 
		(c)
	 

	 
		Retirement.  If a grantee incurs a termination of employment
		as the result of his or her retirement (as defined below), then any outstanding
		option or stock appreciation right shall, to the extent exercisable at the time
		of such retirement, remain exercisable for a period of three years after such
		termination of employment; provided that in no event may such option or
		stock appreciation right be exercised following the original expiration date of
		the Award.  For this purpose, “retirement” shall mean a
		grantee’s resignation of employment, with the Company’s prior
		consent, on or after (i) his or her 65th birthday, (ii) the date on
		which he or she has attained age 60 and completed at least five years of
		service with the Company (using any method of calculation the Administrator
		deems appropriate) or (iii) if approved by the Administrator, on or after
		his or her having completed at least 20 years of service with the Company
		(using any method of calculation the Administrator deems appropriate).
	 

	 
		(d)
	 

	 
		Disability.  If a grantee incurs a termination of employment
		or a dismissal from the Board by reason of a disability (as defined below),
		then any outstanding option or stock appreciation right shall, to the extent
		exercisable at the time of such termination, remain
	 

	 
		
 

	 

	 
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		exercisable for a period of one year after such termination of
		employment; provided that in no event may such option or stock
		appreciation right be exercised following the original expiration date of the
		Award.  For this purpose, “disability” shall mean any physical
		or mental condition that would qualify the grantee for a disability benefit
		under the long-term disability plan maintained by the Company or, if there is
		no such plan, a physical or mental condition that prevents the grantee from
		performing the essential functions of the grantee’s position (with or
		without reasonable accommodation) for a period of six consecutive months.
		 The existence of a disability shall be determined by the Administrator.
	 

	 
		(e)
	 

	 
		Death.
	 

	 
		(i)
	 

	 
		Termination of Employment as a Result of Grantee’s Death.
		 If a grantee incurs a termination of employment or leaves the Board as
		the result of his or her death, then any outstanding option or stock
		appreciation right shall, to the extent exercisable at the time of such
		termination, remain exercisable for a period of one year after such termination
		of employment; provided that in no event may such option or stock
		appreciation right be exercised following the original expiration date of the
		Award.
	 

	 
		(ii)
	 

	 
		Restrictions on Exercise Following Death.  Any such exercise
		of an Award following a grantee’s death shall be made only by the
		grantee’s executor or administrator or other duly appointed representative
		reasonably acceptable to the Administrator, unless the grantee’s will
		specifically disposes of such Award, in which case such exercise shall be made
		only by the recipient of such specific disposition.  If a grantee’s
		personal representative or the recipient of a specific disposition under the
		grantee’s will shall be entitled to exercise any Award pursuant to the
		preceding sentence, such representative or recipient shall be bound by all the
		terms and conditions of the Plan and the applicable Award Agreement which would
		have applied to the grantee.
	 

	 
		(f)
	 

	 
		Administrator Discretion.  The Administrator, in the applicable Award Agreement, may
		waive or modify the application of the foregoing provisions of this
		Section 2.4.
	 

	 
		2.5.  
	 

	 
		Transferability of Options and Stock Appreciation Rights
	 

	 
		Except as otherwise provided in an applicable Award Agreement evidencing
		an option or stock appreciation right, during the lifetime of a grantee, each
		such Award granted to a grantee shall be exercisable only by the grantee, and
		no such Award shall be assignable or transferable other than by will or by the
		laws of descent and distribution.  The Administrator may, in any
		applicable Award Agreement evidencing an option or stock appreciation right,
		permit a grantee to transfer all or some of the options or stock appreciation
		rights to (a) the grantee’s spouse, children or grandchildren
		(“Immediate Family Members”), (b) a trust or trusts for the
		exclusive benefit of such Immediate Family Members or (c) other parties
		approved by the Administrator.  Following any such transfer, any
		transferred options and stock appreciation rights shall continue to be subject
		to the same terms and conditions as were applicable immediately prior to the
		transfer.
	 

	 
		2.6.  
	 

	 
		Grant of Restricted Stock
	 

	 
		(a)
	 

	 
		Restricted Stock Grants.  The Administrator may grant
		restricted shares of Common Stock to such Key Persons, in such amounts and
		subject to such vesting and forfeiture provisions and other terms and
		conditions as the Administrator shall determine, subject to the
	 

	 
		
 

	 

	 
		10
	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		provisions of the Plan.  A grantee of a restricted stock Award shall
		have no rights with respect to such Award unless such grantee accepts the Award
		within such period as the Administrator shall specify by accepting delivery of
		a restricted stock agreement in such form as the Administrator shall determine
		and, in the event the restricted shares are newly issued by the Company, makes
		payment to the Company or its Exchange Agent by certified or official bank
		check (or the equivalent thereof acceptable to the Company and the
		Administrator) in an amount at least equal to the par value of the shares
		covered by the Award (which payment may be waived at the time of grant of the
		restricted stock Award to the extent the restricted shares granted hereunder
		are otherwise deemed to be fully paid and non-assessable).
	 

	 
		(b)
	 

	 
		Issuance of Stock Certificate.  Promptly after a grantee
		accepts a restricted stock Award in accordance with Section 2.6(a), subject to
		Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue
		to the grantee a stock certificate or stock certificates for the shares of
		Common Stock covered by the Award or shall establish an account evidencing
		ownership of the stock in uncertificated form.  Upon the issuance of such
		stock certificates, or establishment of such account, the grantee shall have
		the rights of a stockholder with respect to the restricted stock, subject to:
		(i) the nontransferability restrictions and forfeiture provision described
		in the Plan (including paragraphs (d) and (e) of this
		Section 2.6); (ii) in the Administrator’s sole discretion, a
		requirement, as set forth in the Award Agreement, that any dividends paid on
		such shares shall be held in escrow and shall remain forfeitable until all
		restrictions on such shares have lapsed; and (iii) any other restrictions
		and conditions contained in the applicable Award Agreement.
	 

	 
		(c)
	 

	 
		Custody of Stock Certificate.  Unless the Administrator shall
		otherwise determine, any stock certificates issued evidencing shares of
		restricted stock shall remain in the possession of the Company until such
		shares are free of any restrictions specified in the applicable Award
		Agreement.  The Administrator may direct that such stock certificates bear
		a legend setting forth the applicable restrictions on transferability.  
	 

	 
		(d)
	 

	 
		Nontransferability.  Shares of restricted stock may not be
		sold, assigned, transferred, pledged or otherwise encumbered or disposed of
		prior to the lapsing of all restrictions thereon, except as otherwise
		specifically provided in this Plan or the applicable Award Agreement.  The
		Administrator at the time of grant shall specify the date or dates (which may
		depend upon or be related to the attainment of performance goals and other
		conditions) on which the nontransferability of the restricted stock shall
		lapse.  
	 

	 
		(e)
	 

	 
		Consequence of Termination of Employment.  A grantee’s
		termination of employment or consultancy relationship or dismissal from the
		Board for any reason (including death) shall cause the immediate forfeiture of
		all shares of restricted stock that have not yet vested as of the date of such
		termination of employment or consultancy relationship or dismissal from the
		Board.  All dividends paid on such shares that have not theretofore been
		directly remitted to the grantee shall also be forfeited, whether by
		termination of any escrow arrangement under which such dividends are held or
		otherwise.  The Administrator, in the applicable Award Agreement, may
		waive or modify the application of the foregoing provisions of this
		Section 2.6(e).
	 

	 
		
 

	 

	 
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		2.7.  
	 

	 
		Grant of Restricted Stock Units
	 

	 
		(a)
	 

	 
		Restricted Stock Unit Grants.  The Administrator may grant
		restricted stock units to such Key Persons, and in such amounts and subject to
		such vesting and forfeiture provisions and other terms and conditions, as the
		Administrator shall determine, subject to the provisions of the Plan.  A
		restricted stock unit granted under the Plan shall confer upon the grantee a
		right to receive from the Company, upon the occurrence of such vesting event as
		shall be determined by the Administrator and specified in the Award Agreement,
		the number of such grantee’s restricted stock units that vest upon the
		occurrence of such vesting event multiplied by the Fair Market Value of a share
		of Common Stock on the date of vesting.  Payment upon vesting of a
		restricted stock unit shall be in cash or in shares of Common Stock (valued at
		their Fair Market Value on the date of vesting) or both, all as the
		Administrator shall determine.
	 

	 
		(b)
	 

	 
		Dividend Equivalents.  The Administrator may include in any
		Award Agreement with respect to a restricted stock unit a dividend equivalent
		right entitling the grantee to receive amounts equal to the ordinary dividends
		that would be paid, during the time such Award is outstanding and unvested, on
		the shares of Common Stock underlying such Award if such shares were then
		outstanding.  In the event such a provision is included in a Award
		Agreement, the Administrator shall determine whether such payments shall be
		(i) paid to the holder of the Award, as specified in the Award Agreement,
		either (A) at the same time as the underlying dividends are paid,
		regardless of the fact that the restricted stock unit has not theretofore
		vested, or (B) at the time at which the Award’s vesting event occurs,
		conditioned upon the occurrence of the vesting event, (ii) made in cash,
		shares of Common Stock or other property and (iii) subject to such other
		vesting and forfeiture provisions and other terms and conditions as the
		Administrator shall deem appropriate and as set forth in the Award Agreement.
	 

	 
		(c)
	 

	 
		Consequence of Termination of Employment.  A grantee’s
		termination of employment or consultancy relationship or dismissal from the
		Board for any reason (including death) shall cause the immediate forfeiture of
		all restricted stock units that have not yet vested as of the date of such
		termination of employment or consultancy relationship or dismissal from the
		Board.  Any dividend equivalent rights that have not theretofore been
		directly remitted to the grantee shall also be forfeited, whether by
		termination of any escrow arrangement under which such dividends are held or
		otherwise.  The Administrator, in the applicable Award Agreement, may
		waive or modify the application of the foregoing provisions of this
		Section 2.7(c).
	 

	 
		(d)
	 

	 
		No Stockholder Rights.  No grantee of a restricted stock unit
		shall have any of the rights of a stockholder of the Company with respect to
		such Award unless and until a stock certificate is issued with respect to such
		Award upon the vesting of such Award (it being understood that the
		Administrator shall determine whether to pay any vested restricted stock unit
		in the form of cash or Company shares or both).  Except as otherwise
		provided in Section 1.5(c), no adjustment to any restricted stock unit
		shall be made for dividends, distributions or other rights (whether ordinary or
		extraordinary, and whether in cash, securities or other property) for which the
		record date is prior to the date such stock certificate, if any, is issued.
	 

	 
		(e)
	 

	 
		Transferability of Restricted Stock Units.  Except as
		otherwise provided in an applicable Award Agreement evidencing a restricted
		stock unit, no restricted stock unit granted under the Plan shall be assignable
		or transferable.  The Administrator may, in any applicable Award Agreement
		evidencing a restricted stock unit, permit a grantee to transfer all or some of
		the restricted stock units to (i) the grantee’s Immediate Family Members,
		(ii) a trust or
	 

	 
		
 

	 

	 
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		trusts for the exclusive benefit of such Immediate Family Members or
		(iii) other parties approved by the Administrator.  Following any such
		transfer, any transferred restricted stock units shall continue to be subject
		to the same terms and conditions as were applicable immediately prior to the
		transfer.
	 

	 
		2.8.  
	 

	 
		Grant of Unrestricted Stock
	 

	 
		The Administrator may grant (or sell at a purchase price at least equal
		to par value) shares of Common Stock free of restrictions under the Plan to
		such Key Persons and in such amounts and subject to such forfeiture provisions
		as the Administrator shall determine.  Shares may be thus granted or sold
		in respect of past services or other valid consideration.
	 

	 
		2.9.  
	 

	 
		Dividend Participation Rights
	 

	 
		(a)
	 

	 
		Dividend Participation Rights.  The Administrator may grant
		dividend participation units to such Key Persons, and in such amounts and
		subject to such vesting and forfeiture provisions and other terms and
		conditions, as the Administrator shall determine, subject to the provisions of
		the Plan.  Each dividend participation right granted under the Plan will
		confer upon the grantee a right to receive payments from the Company, with
		respect to each dividend participation right then vested and outstanding, in
		relation to dividends paid by the Company to holders of Common Stock and/or
		Subordinated Stock from the Operating Surplus of the Company.  The terms
		and conditions of the dividend participation right award shall be determined by
		the Administrator and specified in the Award Agreement, including the types of
		dividends with respect to which payment under the award shall be made (provided
		such dividend must be from the Operating Surplus of the Company), the
		percentage of such dividends to which payment under the award shall be made
		(provided in no event shall such percentage exceed 100% of the dividends paid
		during the applicable period specified in the award agreement), any conditional
		requirements for (e.g., performance goals or levels of dividends),
		or other terms or conditions of, payment of such amounts.  Unless
		otherwise specified by the Administrator in the Award Agreement, payments under
		this Section 2.9 shall be in cash or in shares of Common Stock (valued at
		their Fair Market Value on the date of payment) or both, all as the
		Administrator shall determine.
	 

	 
		(b)
	 

	 
		Consequence of Termination of Employment.  A grantee’s
		termination of employment or consultancy relationship or dismissal from the
		Board for any reason (including death) shall cause the immediate forfeiture of
		all dividend participation rights outstanding as of the date of such
		termination of employment or consultancy relationship or dismissal from the
		Board.  The Administrator, in the applicable Award Agreement, may waive or
		modify the application of the foregoing provisions of this Section 2.9(b).

	 

	 
		(c)
	 

	 
		No Stockholder Rights.  No grantee of a dividend participant
		unit shall have any of the rights of a stockholder of the Company.  Except
		as otherwise provided in Section 1.5(c), no adjustment to any dividend
		participant unit shall be made for dividends, distributions or other rights
		(whether ordinary or extraordinary, and whether in cash, securities or other
		property).
	 

	 
		(d)
	 

	 
		Transferability of Dividend Participation Rights.  Except as
		otherwise provided in an applicable Award Agreement evidencing a dividend
		participant unit, no dividend participant unit granted under the Plan shall be
		assignable or transferable.  The Administrator may, in any applicable
		Award Agreement evidencing a dividend participant unit, permit a grantee to
	 

	 
		
 

	 

	 
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		transfer all or some of the dividend participant units to (i) the
		grantee’s Immediate Family Members, (ii) a trust or trusts for the
		exclusive benefit of such Immediate Family Members or (iii) other parties
		approved by the Administrator.  Following any such transfer, any
		transferred dividend participant units shall continue to be subject to the same
		terms and conditions as were applicable immediately prior to the transfer.
	 

	 
		ARTICLE III.
 Miscellaneous
	 

	 
		3.1.  
	 

	 
		Amendment of the Plan; Modification of Awards
	 

	 
		(a)
	 

	 
		Amendment of the Plan.  The Board may from time to time
		suspend, discontinue, revise or amend the Plan in any respect whatsoever,
		except that no such amendment shall materially impair any rights or materially
		increase any obligations under any Award theretofore made under the Plan
		without the consent of the grantee (or, upon the grantee’s death, the
		person having the right to exercise the Award).  For purposes of this
		Section 3.1, any action of the Board or the Administrator that in any way
		alters or affects the tax treatment of any Award shall not be considered to
		materially impair any rights of any grantee.
	 

	 
		(b)
	 

	 
		Stockholder Approval Requirement.  The Company shall obtain
		stockholder approval with respect to any amendment to the Plan that
		(i) materially increases the benefits under the Plan to persons whose
		transactions in Common Stock are subject to Section 16(b) of the 1934 Act,
		(ii) increases the number of shares which may be issued under the Plan
		(except as permitted pursuant to Section 1.5(c)), (iii) has the
		effect of a “re-pricing” of any outstanding Award or
		(iv) modifies the eligibility requirements of persons eligible to receive
		Awards under the Plan.
	 

	 
		(c)
	 

	 
		Modification of Awards.  The Administrator may cancel any
		Award under the Plan.  The Administrator also may amend any outstanding
		Award Agreement, including, without limitation, by amendment which would:
		(i) accelerate the time or times at which the Award becomes unrestricted,
		vested or may be exercised; (ii) waive or amend any goals, restrictions or
		conditions set forth in the Award Agreement; or (iii) waive or amend the
		operation of Section 2.4 with respect to the termination of the Award upon
		termination of employment or consultancy relationship or dismissal from the
		Board.  However, any such cancellation or amendment that materially
		impairs the rights or materially increases the obligations of a grantee under
		an outstanding Award shall be made only with the consent of the grantee (or,
		upon the grantee’s death, the person having the right to exercise the
		Award).  In making any modification to an Award, the Administrator may
		consider the implications under Section 409A of the Code of such
		modification.
	 

	 
		3.2.  
	 

	 
		Consent Requirement
	 

	 
		(a)
	 

	 
		No Plan Action Without Required Consent.  If the
		Administrator shall at any time determine that any Consent (as defined below)
		is necessary or desirable as a condition of, or in connection with, the
		granting of any Award under the Plan, the issuance or purchase of shares or
		other rights thereunder, or the taking of any other action thereunder (each
		such action being hereinafter referred to as a “Plan Action”), then
		such Plan Action shall not be taken, in whole or in part, unless and until such
		Consent shall have been effected or obtained to the full satisfaction of the
		Administrator.
	 

	 
		
 

	 

	 
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		(b)
	 

	 
		Consent Defined.  The term “Consent” as used herein
		with respect to any Plan Action means (i) any and all listings,
		registrations or qualifications in respect thereof upon any securities exchange
		or under any federal, state or local law, rule or regulation, (ii) any and
		all written agreements and representations by the grantee with respect to the
		disposition of shares, or with respect to any other matter, which the
		Administrator shall deem necessary or desirable to comply with the terms of any
		such listing, registration or qualification or to obtain an exemption from the
		requirement that any such listing, qualification or registration be made and
		(iii) any and all consents, clearances and approvals in respect of a Plan
		Action by any governmental or other regulatory bodies.
	 

	 
		3.3.  
	 

	 
		Nonassignability
	 

	 
		Except as provided in Sections 2.4(e), 2.5, 2.6(d), 2.7(e)
		or 2.9(d), (a) no Award or right granted to any person
		under the Plan or under any Award Agreement shall be assignable or transferable
		other than by will or by the laws of descent and distribution and (b) all
		rights granted under the Plan or any Award Agreement shall be exercisable
		during the life of the grantee only by the grantee or the grantee’s legal
		representative or the grantee’s permissible successors or assigns (as
		authorized and determined by the Administrator).  All terms and conditions
		of the Plan and the applicable Award Agreements will be binding upon any
		permitted successors or assigns.
	 

	 
		3.4.  
	 

	 
		Taxes
	 

	 
		(a)
	 

	 
		Withholding.  A grantee or other Award holder under the Plan
		shall be required to pay, in cash, to the Company, and the Company and
		Affiliates shall have the right and are hereby authorized to withhold from any
		Award, from any payment due or transfer made under any Award or under the Plan
		or from any compensation or other amount owing to such grantee or other Award
		holder, the amount of any applicable withholding taxes in respect of an Award,
		its grant, its exercise, its vesting, or any payment or transfer under an Award
		or under the Plan, and to take such other action as may be necessary in the
		opinion of the Company to satisfy all obligations for payment of such taxes.
		 Whenever shares of Common Stock are to be delivered pursuant to an Award
		under the Plan, with the approval of the Administrator, which the Administrator
		shall have sole discretion whether or not to give, the grantee may satisfy the
		foregoing condition by electing to have the Company withhold from delivery
		shares having a value equal to the amount of minimum tax required to be
		withheld.  Such shares shall be valued at their Fair Market Value as of
		the date on which the amount of tax to be withheld is determined.
		 Fractional share amounts shall be settled in cash.  Such a
		withholding election may be made with respect to all or any portion of the
		shares to be delivered pursuant to an Award.
	 

	 
		(b)
	 

	 
		Liability for Taxes.  Grantees and holders of Awards are
		solely responsible and liable for the satisfaction of all taxes and penalties
		that may arise in connection with Awards (including, without limitation, any
		taxes arising under Section 409A of the Code), and the Company shall not
		have any obligation to indemnify or otherwise hold any such person harmless
		from any or all of such taxes.  The Administrator shall have the
		discretion to organize any deferral program, to require deferral election
		forms, and to grant or to unilaterally modify any Award in a manner that
		(i) conforms with the requirements of Section 409A of the Code,
		(ii) voids any participant election to the extent it would violate
		Section 409A of the Code and (iii) for any distribution event or
		election that could be expected to violate Section 409A of the Code, make
		the distribution only upon the earliest of the first to occur of a
		“permissible
	 

	 
		
 

	 

	 
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		distribution event” within the meaning of Section 409A of the
		Code or a distribution event that the participant elects in accordance with
		Section 409A of the Code.  The Administrator shall have the sole
		discretion to interpret the requirements of the Code, including, without
		limitation, Section 409A, for purposes of the Plan and all Awards.
	 

	 
		3.5.  
	 

	 
		Change in Control
	 

	 
		(a)
	 

	 
		Change in Control Defined.  For purposes of the Plan,
		“Change in Control” shall mean the occurrence of any of the
		following:
	 

	 
		(i)
	 

	 
		any “person” (as defined in Section 13(d)(3) of the
		1934 Act), corporation or other entity (other than (A) the Company,
		(B) any trustee or other fiduciary holding securities under an employee
		benefit plan of the Company or an Affiliate, [or] (C) any company or other
		entity owned, directly or indirectly, by the holders of the voting stock of the
		Company in substantially the same proportions as their ownership of the
		aggregate voting power of the capital stock ordinarily entitled to elect
		directors of the Company [or (D) any entity which [Mr. Antonios
		Kandylidis] directly or indirectly “controls” (as defined in
		Rule 12b-2 under the 1934 Act)]) acquires “beneficial
		ownership” (as defined in Rule 13d-3 under the 1934 Act),
		directly or indirectly, of more than 50% of the aggregate voting power of the
		capital stock ordinarily entitled to elect directors of the Company;
	 

	 
		(ii)
	 

	 
		the sale of all or substantially all the Company’s assets in one or
		more related transactions to a person or group of persons, other than such a
		sale (A) to a Subsidiary which does not involve a change in the equity
		holdings of the Company, [(B) to an entity which [Mr. Antonios Kandylidis]
		directly or indirectly controls] or [(B)][(C)] to an entity which has
		acquired all or substantially all the Company’s assets (any such entity
		described in clause (A)[ or][,] (B)[ or (C)], the “Acquiring
		Entity”) if, immediately following such sale, 50% or more of the aggregate
		voting power of the capital stock ordinarily entitled to elect directors of the
		Acquiring Entity (or, if applicable, the ultimate parent entity that directly
		or indirectly has beneficial ownership of more than 50% of the aggregate voting
		power of the capital stock ordinarily entitled to elect directors of the
		Acquiring Entity) is beneficially owned by the holders of the voting stock of
		the Company, and such voting power among the persons who were holders of the
		voting stock of the Company immediately prior to such sale is, immediately
		following such sale, held in substantially the same proportions as the
		aggregate voting power of the capital stock ordinarily entitled to elect
		directors of the Company immediately prior to such sale;
	 

	 
		(iii)
	 

	 
		any merger, consolidation, reorganization or similar event of the Company
		or any Subsidiary as a result of which the holders of the voting stock of the
		Company immediately prior to such merger, consolidation, reorganization or
		similar event do not directly or indirectly hold 50% or more of the aggregate
		voting power of the capital stock of the surviving entity (or, if applicable,
		the ultimate parent entity that directly or indirectly has beneficial ownership
		of more than 50% of the aggregate voting power of the capital stock ordinarily
		entitled to elect directors of the surviving entity) and such voting power
		among the persons who were holders of the voting stock of the Company
		immediately prior to such sale is, immediately following such sale, held in
		substantially the same proportions as the aggregate voting power of the capital
		stock ordinarily entitled to elect directors of the Company immediately prior
		to such sale;
	 

	 
		
 

	 

	 
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		(iv)
	 

	 
		the approval by the Company’s stockholders of a plan of complete
		liquidation or dissolution of the Company; or
	 

	 
		(v)
	 

	 
		during any period of 12 consecutive calendar months, individuals:
	 

	 
		(A)
	 

	 
		who were directors of the Company on the first day of such period, or
	 

	 
		(B)
	 

	 
		whose election or nomination for election to the Board was recommended or
		approved by at least a majority of the directors then still in office who were
		directors of the Company on the first day of such period, or whose election or
		nomination for election were so approved,
	 

	 
		shall cease to constitute a majority of the Board;
	 

	 
		provided, however, that (1) in no event shall a Change in
		Control be deemed to have occurred in connection with an initial public
		offering of Common Stock, and (2) notwithstanding the foregoing, for each
		Award subject to Section 409A of the Code, a Change in Control shall be
		deemed to occur under this Plan with respect to such Award only if a change in
		the ownership or effective control of the Company or a change in the ownership
		of a substantial portion of the assets of the Company shall also be deemed to
		have occurred under Section 409A of the Code, provided that this
		clause (2) shall apply to such Award only to the extent necessary to avoid
		adverse tax effects under Section 409A of the Code.
	 

	 
		(b)
	 

	 
		Effect of a Change in Control.  Unless the Administrator
		provides otherwise in a Award Agreement, upon the occurrence of a Change in
		Control:
	 

	 
		(i)
	 

	 
		notwithstanding any other provision of this Plan, any Award then
		outstanding shall become fully vested and any Award in the form of an option or
		stock appreciation right shall be immediately exercisable;
	 

	 
		(ii)
	 

	 
		to the extent permitted by law and not otherwise limited by the terms of
		the Plan, the Administrator may amend any Award Agreement in such manner as it
		deems appropriate;
	 

	 
		(iii)
	 

	 
		a grantee who incurs a termination of employment or consultancy
		relationship or dismissal from the Board for any reason, other than a
		termination or dismissal “for Cause”, concurrent with or within one
		year following the Change in Control may exercise any outstanding option or
		stock appreciation right, but only to the extent that the grantee was entitled
		to exercise the Award on the date of his or her termination of employment or
		consultancy relationship or dismissal from the Board, until the earlier of
		(A) the original expiration date of the Award and (B) the later of
		(x) the date provided for under the terms of Section 2.4 without
		reference to this Section 3.5(b)(iii) and (y) the first anniversary
		of the grantee’s termination of employment or consultancy relationship or
		dismissal from the Board.
	 

	 
		
 

	 

	 
		17
	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		(c)
	 

	 
		Miscellaneous.  Whenever deemed appropriate by the
		Administrator, any action referred to in paragraph (b)(ii) of this
		Section 3.5 may be made conditional upon the consummation of the
		applicable Change in Control transaction.
	 

	 
		3.6.  
	 

	 
		Operation and Conduct of Business
	 

	 
		Nothing in the Plan or any Award Agreement shall be construed as limiting
		or preventing the Company or any Affiliate from taking any action with respect
		to the operation and conduct of their business that they deem appropriate or in
		their best interests, including any or all adjustments, recapitalizations,
		reorganizations, exchanges or other changes in the capital structure of the
		Company or any Affiliate, any merger or consolidation of the Company or any
		Affiliate, any issuance of Company shares or other securities or subscription
		rights, any issuance of bonds, debentures, preferred or prior preference stock
		ahead of or affecting the Common Stock or other securities or rights thereof,
		any dissolution or liquidation of the Company or any Affiliate, any sale or
		transfer of all or any part of the assets or business of the Company or any
		Affiliate, or any other corporate act or proceeding, whether of a similar
		character or otherwise.
	 

	 
		3.7.  
	 

	 
		No Rights to Awards
	 

	 
		No Key Person or other person shall have any claim to be granted any
		Award under the Plan.
	 

	 
		3.8.  
	 

	 
		Right of Discharge Reserved
	 

	 
		Nothing in the Plan or in any Award Agreement shall confer upon any
		grantee the right to continue his or her employment with the Company or any of
		its Subsidiaries, his or her consultancy relationship with the Company or any
		of its Subsidiaries or his or her position as a director of the Company or any
		of its Subsidiaries or affect any right that the Company or any of its
		Subsidiaries may have to terminate such employment or consultancy relationship
		or service as a director.
	 

	 
		3.9.  
	 

	 
		Non-Uniform Determinations
	 

	 
		The Administrator’s determinations and the treatment of Key Persons
		and grantees and their beneficiaries under the Plan need not be uniform and may
		be made and determined by the Administrator selectively among persons who
		receive, or who are eligible to receive, Awards under the Plan (whether or not
		such persons are similarly situated).  Without limiting the generality of
		the foregoing, the Administrator shall be entitled, among other things, to make
		non-uniform and selective determinations, and to enter into non-uniform and
		selective Award Agreements, as to (a) the persons to receive Awards under
		the Plan, (b) the types of Awards granted under the Plan, (c) the
		number of shares to be covered by, or with respect to which payments, rights or
		other matters are to be calculated with respect to, Awards and (d) the
		terms and conditions of Awards.
	 

	 
		3.10.  
	 

	 
		Other Payments or Awards
	 

	 
		Nothing contained in the Plan shall be deemed in any way to limit or
		restrict the Company from making any award or payment to any person under any
		other plan, arrangement or understanding, whether now existing or hereafter in
		effect.
	 

	 
		
 

	 

	 
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		3.11.  
	 

	 
		Headings
	 

	 
		Any section, subsection, paragraph or other subdivision headings
		contained herein are for the purpose of convenience only and are not intended
		to expand, limit or otherwise define the contents of such subdivisions.
	 

	 
		3.12.  
	 

	 
		Effective Date and Term of Plan
	 

	 
		(a)
	 

	 
		Adoption; Stockholder Approval.  The Plan was adopted by the
		Board and approved by the Company’s stockholders on [●].  The
		Board may, but need not, make the granting of any Awards under the Plan subject
		to the approval of the Company’s stockholders.
	 

	 
		(b)
	 

	 
		Termination of Plan.  The Board may terminate the Plan at any
		time.  All Awards made under the Plan prior to its termination shall
		remain in effect until such Awards have been satisfied or terminated in
		accordance with the terms and provisions of the Plan and the applicable Award
		Agreements.  No Awards may be granted under the Plan following the tenth
		anniversary of the date on which the Plan was adopted by the Board.
	 

	 
		3.13.  
	 

	 
		Restriction on Issuance of Stock Pursuant to Awards
	 

	 
		The Company shall not permit any shares of Common Stock to be issued
		pursuant to Awards granted under the Plan unless such shares of Common Stock
		are fully paid and non-assessable under applicable law.  Notwithstanding
		anything to the contrary in the Plan or any Award Agreement, at the time of the
		exercise of any Award, at the time of vesting of any Award or at the time of
		grant of any unrestricted shares under the Plan, the Company and the
		Administrator may, if either shall deem it necessary or advisable for any
		reason, require the holder of an Award (a) to represent in writing to the
		Company that it is the Award holder’s then-intention to acquire the shares
		with respect to which the Award is granted for investment and not with a view
		to the distribution thereof or (b) to postpone the date of exercise until
		such time as the Company has available for delivery to the Award holder a
		prospectus meeting the requirements of all applicable securities laws; and no
		shares shall be issued or transferred in connection with any
		Award unless and until all legal requirements applicable to the issuance or
		transfer of such shares have been complied with to the satisfaction of the
		Company and the Administrator.  The Company and the Administrator shall
		have the right to condition any issuance of shares to any Award holder
		hereunder on such person’s undertaking in writing to comply with such
		restrictions on the subsequent transfer of such shares as the Company or the
		Administrator shall deem necessary or advisable as a result of any applicable
		law, regulation or official interpretation thereof, and all share certificates
		delivered under the Plan shall be subject to such stop transfer orders and
		other restrictions as the Company or the Administrator may deem advisable under
		the Plan, the applicable Award Agreement or the rules, regulations and other
		requirements of the SEC, any
		stock exchange upon which such shares are listed, and any applicable securities
		or other laws, and certificates representing such shares may contain a legend
		to reflect any such restrictions.  The Administrator may refuse to issue
		or transfer any shares or other consideration under an Award if it determines
		that the issuance or transfer of such shares or other consideration might
		violate any applicable law or regulation or entitle the Company to recover the
		same under Section 16(b) of the 1934 Act, and any payment tendered to
		the Company by a grantee or other Award holder in connection with the exercise
		of such Award shall be promptly refunded to the relevant grantee or other Award
		holder.  Without limiting the generality of the foregoing, no Award
		granted under the Plan shall be construed as an offer to sell securities of the
		Company, and no such offer shall be outstanding, unless and until the
		Administrator has determined that any such offer, if made, would be in
		compliance with all applicable requirements of any applicable securities laws.
	 

	 
		
 

	 

	 
		19
	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		3.14.  
	 

	 
		Requirement of Notification of Election Under Section 83(b) of
		the Code
	 

	 
		If an Award recipient, in connection with the acquisition of Company
		shares under the Plan, makes an election under Section 83(b) of the Code
		(to include in gross income in the year of transfer the amounts specified in
		Section 83(b) of the Code), the grantee shall notify the Administrator of
		such election within ten days of filing notice of the election with the
		U.S. Internal Revenue Service, in addition to any filing and notification
		required pursuant to regulations issued under Section 83(b) of the Code.
	 

	 
		3.15.  
	 

	 
		Severability
	 

	 
		If any provision of the Plan or any Award is or becomes or is deemed to
		be invalid, illegal, or unenforceable in any jurisdiction or as to any person
		or Award, or would disqualify the Plan or any Award under any law deemed
		applicable by the Administrator, such provision shall be construed or deemed
		amended to conform to the applicable laws or, if it cannot be construed or
		deemed amended without, in the determination of the Administrator, materially
		altering the intent of the Plan or the Award, such provision shall be stricken
		as to such jurisdiction, person or Award and the remainder of the Plan and any
		such Award shall remain in full force and effect.
	 

	 
		3.16.  
	 

	 
		Governing Law
	 

	 
		The Plan will be construed and administered in accordance with the laws
		of the State of New York, without giving effect to principles of conflict of
		laws.
	 

	 
		

	 

	 
		
 

	 

	 
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		APPENDIX A
	 

	 
		

	 

	 
		SUPPLEMENTARY DEFINITIONS
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		SK 25754 0001 762276 
	 

	 
		
 

	 

	 
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