EXHIBIT 10.10
	 

	 
		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”), or 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 rules governing its operation; (9) make all
		determinations necessary or 
	 

	 
		 
	 

	 
		 
	 

	 
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		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 Class A 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 1,000,000. 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 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, 
	 

	 
		 
	 

	 
		 
	 

	 
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		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 (as
		defined below) 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).
	 

	 
		(d) Subject to adjustment as provided in
		Section 1.5(c), the total number of shares of Common Stock with respect to
		which stock options, stock appreciation rights, restricted stock, 
	 

	 
		 
	 

	 
		 
	 

	 
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		restricted stock units, unrestricted stock
		and dividend participation rights that 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, consulting 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;
	 

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

	 
		 
	 

	 
		 
	 

	 
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		(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.
	 

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

	 
		 
	 

	 
		 
	 

	 
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		(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 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 
	 

	 
		 
	 

	 
		 
	 

	 
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		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 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
		
	 

	 
		 
	 

	 
		 
	 

	 
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		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 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 
	 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		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 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 
	 

	 
		 
	 

	 
		 
	 

	 
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		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).
	 

	 
			
				
				  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 
	 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		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
		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.
	 

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  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, 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 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.
	 

	 
		 
	 

	 
		 
	 

	 
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		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.
	 

	 
		(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 
	 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		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 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.
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  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 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, or (B) to an
		entity which has acquired all or substantially all the Company’s assets
		(any such entity described in clause (A) or (B), 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;
	 

	 
		(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
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  (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.
	 

	 
		(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 
	 

	 
		 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		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.
	 

	 
			
				
				  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 April 18, 2007. The Board
		may, but need not, make the granting of any Awards under the Plan subject to
		the approval of the Company’s stockholders.
	 

	 
		 
	 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

	 
		(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.
	 

	 
			
				
				  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.
	 

	 
		 
	 

	 
		 
	 

	 
		19
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  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.
	 

	 
		 
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		APPENDIX A
	 

	 
		 
	 

	 
		SUPPLEMENTARY DEFINITIONS
	 

	 
		Operating Surplus
	 

	 
		Operating surplus means the greater of zero
		and the amount equal to:
	 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  $5.0 million (which may be increased
				  to $10.0 million as described below); plus
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  all of the Company’s cash
				  receipts after the completion of the offering, excluding cash receipts
				  from
				

			 

 

	 
			
				
				   
				

			 	
				
				  (1)
				

			 	
				
				  borrowings, 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (2)
				

			 	
				
				  sales of equity and debt securities,
				  
				

			 

 

	 
			
				
				   
				

			 	
				
				  (3)
				

			 	
				
				  capital contributions,
				

			 

 

	 
			
				
				   
				

			 	
				
				  (4)
				

			 	
				
				  corporate reorganizations or
				  restructurings,
				

			 

 

	 
			
				
				   
				

			 	
				
				  (5)
				

			 	
				
				  the termination of interest rate
				  swap agreements,
				

			 

 

	 
			
				
				   
				

			 	
				
				  (6)
				

			 	
				
				  sales or other dispositions of
				  vessels (except to the extent the proceeds from such dispositions exceed the
				  initial purchase price or contributed value of the vessel subject to the
				  disposition, which excess amount shall be treated as operating surplus),
				  and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (7)
				

			 	
				
				  sales or other dispositions of other
				  assets other than in the normal course of business; plus
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  interest paid on debt incurred and
				  cash dividends paid on equity securities issued by the Company, in each case,
				  to finance all or any portion of the construction, replacement or improvement
				  of a capital asset such as vessels during the period from such financing until
				  the earlier to occur of the date the capital asset is put into service or the
				  date that it is abandoned or disposed of; plus
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  interest paid on debt incurred and
				  cash dividends paid on the Company’s equity securities issued by the
				  Company, in each case, to pay the construction period interest on debt
				  incurred, or to pay construction period dividends on the Company’s equity
				  issued, to finance the construction projects described in the immediately
				  preceding bullet; less 
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  all of the Company’s cash
				  expenditures after the completion of the offering, including, but not limited
				  to operating expenses, interest payments and taxes, but not (1) the repayment
				  of borrowings, (2) the repurchase of debt and equity securities, (3) interest
				  rate swap termination costs, (4) expenses and taxes related to borrowings,
				  sales of equity and debt securities, capital contributions, corporate
				  reorganizations or restructurings, the termination of interest rate swap
				  agreements, sales or other dispositions of vessels, and sales or dispositions
				  of other assets other than in the normal course of business, (5) capital
				  expenditures and (6) payment of dividends, such expenditures are hereinafter
				  referred to as Operating Expenditures; less
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  cash capital expenditures incurred
				  after the completion of the Company’s initial public offering to maintain
				  the Company’s vessels and other assets including dry-docking, replacement
				  of equipment on the vessels, repairs and similar expenditures, but excluding
				  capital expenditures for or related to the acquisition of additional vessels,
				  and including capital expenditures for replacement of a vessel as a result of
				  damage or loss prior to normal retirement, net of any insurance proceeds,
				  warranty 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		21
	 

	 
		 
	 



	 
	 

	 

	 
		payments or similar property not treated as
		cash receipts for this purpose, such capital expenditures are hereinafter
		referred to as Maintenance Capital Expenditures; less
	 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  the amount of cash reserves
				  established by the board for future (1) Operating Expenditures and (2)
				  Maintenance Capital Expenditures.
				

			 

 

	 
		Subordination Period
	 

	 
		The subordination period will commence upon
		the date of the completion of the Company’s initial public offering.
		Shares of Subordinated Stock will convert into shares of Class A Common Stock
		on a one-for-one basis if each of the following tests is met on the schedule
		specified below:
	 

	 
			
				
				   
				

			 	
				
				  (1)
				

			 	
				
				  The Company has paid quarterly
				  dividends in an amount at least equal to $0.5125 per share on both the Class A
				  Common Stock and shares of Subordinated Stock for the immediately preceding
				  four-quarter period;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (2)
				

			 	
				
				  operating surplus available to pay
				  the dividends during the four-quarter period referred to above equaled on a
				  quarterly basis at least $0.5125 per share on all of the outstanding Class A
				  Common Stock and Subordinated Stock on a fully diluted basis during that
				  period; and 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (3)
				

			 	
				
				  there are no unpaid arrearages in
				  payment of the quarterly dividend on the Class A Common Stock.
				

			 

 

	 
		The tests set forth in sub-paragraphs (A)
		through (C) above are referred to herein as the “Basic Conversion
		Tests.” The shares of Subordinated Stock shall convert into Class A Common
		Stock on a one-for-one basis on the following schedule: 
	 

	 
		(1) The first day after March 31, 2010 on
		which the Basic Conversion Tests are met, such number of shares of Subordinated
		Stock equal to 25% of the shares of Subordinated Stock outstanding immediately
		after the initial public offering shall convert into Class A Common Stock on a
		one for one basis (the “First Early Conversion”). 
	 

	 
		(2) The first day after March 31, 2011 on
		which the Basic Conversion Tests are met, such number of shares of Subordinated
		Stock equal to a an additional 25% of the shares of Subordinated Stock
		outstanding immediately after the initial public offering shall convert into
		Class A Common Stock on a one for one basis (the “Second Early
		Conversion”); provided
		that, the Second Early Conversion shall
		not occur prior to the first anniversary of the First Early Conversion.
	 

	 
		(3) The first day after March 31, 2012 on
		which the Basic Conversion Tests are met, all outstanding shares of
		Subordinated Stock shall convert into Class A Common Stock on a one-for-one
		basis. 
	 

	 
		Notwithstanding the above, the Subordination
		Period shall end immediately and all arrearages shall be cancelled upon a
		Change of Control of the Corporation, as defined in the Amended and Restated
		Articles of Incorporation.
	 

	 
		 
	 

	 
		 
	 

	 
		22