Exhibit 10.1


CDRV
INVESTORS, INC. 

STOCK INCENTIVE PLAN


Article I

Purpose


CDRV Investors, Inc. has established this stock
incentive plan to foster and promote its long-term financial success. Capitalized
terms have the meaning given in Article XI.


Article II

Powers of the Board


Section 2.1   Power to Grant Awards.   The
Board shall select Employees to participate in the Plan. The Board shall also
determine from time to time whether, and the terms under which, Eligible
Directors (or classes or categories of Eligible Directors) may receive Director
Share Awards. The Board shall determine the terms of each Award, consistent
with the Plan.


Section 2.2   Administration.   The
Board shall be responsible for the administration of the Plan. The Board may
prescribe, amend and rescind rules and regulations relating to the
administration of the Plan, provide for conditions and assurances it deems
necessary or advisable to protect the interests of the Company and make all
other determinations necessary or advisable for the administration and
interpretation of the Plan. Any authority exercised by the Board under the Plan
shall be exercised by the Board in its sole discretion. Determinations,
interpretations or other actions made or taken by the Board under the Plan
shall be final, binding and conclusive for all purposes and upon all persons.


Section 2.3   Delegation by the Board.   All
of the powers, duties and responsibilities of the Board specified in this Plan
may be exercised and performed by any duly constituted committee thereof to the
extent authorized by the Board to exercise and perform such powers, duties and
responsibilities, and any determination, interpretation or other action taken
by such committee shall have the same effect hereunder as if made or taken by
the Board.


Article III

Shares Subject to Plan


Section 3.1   Number.   The maximum number of shares
of Common Stock that may be issued under the Plan or be subject to
Awards may not exceed  1,417,320 shares, provided that immediately following the initial offering and
grant of Awards hereunder such number shall automatically be reduced by (x) the
number of shares of Common Stock covered by Awards offered but not granted
under the Plan in the initial offering and grant of Awards hereunder minus (y) 50,000 shares. The shares of Common Stock to
be delivered under the Plan may consist, in whole or in part, of treasury
Common Stock or authorized but unissued Common Stock that is not reserved for
any other purpose.


Section 3.2   Canceled, Terminated or Forfeited
Awards.   If any Award or portion thereof is for any reason
forfeited, canceled or otherwise terminated without exercise, the shares of
Common Stock subject to such Award or portion thereof shall again be available
for grant under the Plan.


Section 3.3   Adjustment in Capitalization.   The
number of shares of Common Stock available for issuance under the Plan and the
number, class, exercise price or other terms of any outstanding Award may be
adjusted by the Board if it shall deem such an adjustment necessary or
appropriate to reflect any Common Stock dividend, stock split or share
combination or any recapitalization, merger, consolidation, exchange of shares,
liquidation or dissolution of the Company or other similar transaction
affecting the Common Stock.











Article IV

Stock Purchase


Section 4.1   Awards and Administration.   The
Board may offer and sell shares of Common Stock to Participants at such time or
times as it shall determine, the terms of which shall be set forth in a
Subscription Agreement.


Section 4.2   Minimum Purchase Price.   Unless
otherwise determined by the Board, the purchase price for any shares of Common
Stock to be offered and sold pursuant to this Article IV shall not be less
than the Fair Market Value on the Grant Date.


Section 4.3   Payment.   Unless
otherwise determined by the Board, the purchase price with respect to shares of
Common Stock offered and sold pursuant to this Article IV shall be paid in
cash or other readily available funds simultaneously with the closing of the
purchase of such Common Stock. The Board may authorize the Company or one or
more of its Subsidiaries to guarantee indebtedness incurred by a Participant in
connection with a purchase of shares pursuant to this Article IV, on such
terms as the Board shall determine.


Article V

Terms of Options


Section 5.1   Grant of Options.   The
Board may grant Options to Participants at such time or times as it shall
determine. Options granted pursuant to the Plan will not be “incentive stock
options” as defined in the Code unless otherwise determined by the Board. Each
Option granted to a Participant shall be evidenced by an Option Agreement that
shall specify the number of shares of Common Stock that may be purchased
pursuant to such Option, the exercise price at which a share of Common Stock
may be purchased pursuant to such Option, the duration of such Option (not to
exceed the tenth anniversary of the Grant Date), and such other terms as the
Board shall determine.


Section 5.2   Exercise Price.   The
exercise price per share of Common Stock to be purchased upon exercise of an
Option shall not be less than the Fair Market Value on the Grant Date.


Section 5.3   Vesting and Exercise of Options.   Options
shall become vested or exercisable in accordance with the vesting schedule or
upon the attainment of such performance criteria as shall be specified by the
Board on or before the Grant Date. Unless otherwise determined by the Board or
before on the Grant Date, one-fifth of the Options shall vest and become
exercisable on each of the first, second, third, fourth and fifth anniversaries
of the Grant Date. The Board may accelerate the vesting or exercisability of
any Option, all Options or any class of Options at any time and from time to
time.


Section 5.4   Payment.   The Board
shall establish procedures governing the exercise of Options, which procedures
shall generally require that prior written notice of exercise be given and that
the exercise price (together with any required withholding taxes or other
similar taxes, charges or fees) be paid in full in cash, cash equivalents or
other readily-available funds at the time of exercise. Notwithstanding the
foregoing, on such terms as may be the Board may establish from time to time
following a Public Offering (i) the Board may permit a Participant to
tender shares of Common Stock such Participant has owned for all or a portion
of the applicable exercise price or minimum required withholding taxes and (ii) the
Board may authorize the Company to establish a broker-assisted exercise program.
In connection with any Option exercise, the Company may require the Participant
to furnish or execute such other documents as it shall reasonably deem
necessary to (a) evidence such exercise, (b) determine whether registration
is then required under the U.S. federal securities laws or similar non-U.S.
laws or (c) comply with or satisfy the requirements of the U.S. federal
securities laws, applicable state or non-U.S. securities laws or any other law.
As a condition to the exercise of any Option before a Public Offering, a
Participant shall enter into a Subscription Agreement.



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Article VI

Termination of Employment


Section 6.1   Expiration
of Options Following Termination of Employment.   Unless
otherwise determined by the Board before or after the Grant Date, if a
Participant’s employment with the Company and its Subsidiaries terminates, such
Participant’s Options shall be treated as follows:


(a)    if such
employment terminates by reason of the Participant’s death or Disability (each,
a “Special Termination”), any Options held
by the Participant shall immediately vest in full;


(b)   in the case
of any termination other than a Special Termination, any unvested Options shall
terminate effective as of such termination of employment;


(c)    except in
the case of a termination for Cause, vested Options (including any options that
vest pursuant to Section 6.1(a) above) shall remain exercisable
through the earliest of (i) the normal expiration date, (ii) 60 days
after the Participant’s termination of employment (180 days in the case of a
Special Termination or a retirement at normal retirement age or later) and (iii) any
cancellation pursuant to Section 7.1; and


(d)   in the case
of a termination for Cause, any and all Options held by such Participant
(whether or not then vested or exercisable) shall terminate immediately upon
such termination of employment.


Section 6.2   Certain Rights upon Termination of
Employment Prior to a Public Offering.   Each Subscription
Agreement and Option Agreement shall provide that the Company and the CD&R
Fund shall have successive rights prior to a Public Offering to purchase all or
any portion of a Participant’s shares of Common Stock and vested Options upon
any termination of employment, at a purchase price per share equal to the Fair
Market as of the effective date of such termination of employment (or, if the
Participant’s employment qualifies as a termination for Cause, for a purchase
price per share equal to the lesser of (i) such Fair Market Value and (ii) such
Participant’s per share purchase price), minus any
applicable exercise price. The Board may provide in a Subscription Agreement
that following a Participant’s Special Termination, retirement at or after
normal retirement age or termination of employment by the Company or its
Subsidiaries without Cause in each case prior to a Public Offering, such
Participant may require the Company to repurchase all (but not less than all)
of such Participant’s shares of Common Stock (but excluding any shares acquired
on exercise of an Option), at a purchase price per share equal to the Fair
Market Value on the date of the Participant’s termination of employment,
subject to the Company having the ability to do so under the terms of its
financing arrangements and under Delaware law.


Article VII

Change in Control


Section 7.1   Accelerated Vesting and Payment.   Except
as otherwise provided in this Article VII, and unless otherwise provided
in the Award Agreement, upon a Change in Control each Option, whether vested or
unvested, shall be canceled in exchange for a payment in an amount equal to the
excess, if any, of the Change in Control Price over the exercise price for such
Option.


Section 7.2   Alternative
Options.   No cancellation, acceleration or other payment shall
occur with respect to any Option if the Board reasonably determines in good
faith, prior to the occurrence of a Change in Control, that such Option shall
be honored or assumed, or new rights substituted therefor following the Change
in Control (such honored, assumed or substituted award, an “Alternative Award”), provided that
any Alternative Award must:


(a)    give the
Participant who held such Option rights and entitlements substantially
equivalent to or better than the rights and terms applicable under such Option,
including, but not limited to, an identical or better exercise and vesting
schedule, identical or better timing and methods of payment and, if the
Alternative Award or the securities underlying it are not publicly-traded,
identical or better 



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rights following a
termination of employment to require the Company or the acquiror in such Change
in Control to repurchase the Alternative Award or securities underlying such
Alternative Award; and


(b)   have terms
such that if, within two years following a Change in Control, a Participant’s
employment is involuntarily or constructively terminated or terminates as a
result of his or her death, Disability or retirement at or after normal
retirement age, such Alternative Award shall immediately vest in full and such
Participant shall receive a cash payment equal to the excess (if any) of the
fair market value of the stock subject to the Alternative Award on the date of
surrender over the price that such Participant would be required to pay to
exercise such Alternative Award or shall have an immediate right to exercise
such Alternative Award and receive shares that are then publicly-traded.


Section 7.3   Limitation of Benefits.   If,
whether as a result of accelerated vesting, the grant of an Alternative Award
or otherwise, a Participant would receive any payment, deemed payment or other
benefit as a result of the operation of Section 7.1 or Section 7.2
that, together with any other payment, deemed payment or other benefit a
Participant may receive under any other plan, program, policy or arrangement,
would constitute an “excess parachute payment” under section 280G of the Code,
then, notwithstanding anything in this Plan to the contrary, the payments,
deemed payments or other benefits such Participant would otherwise receive
under this Section 7.1 or Section 7.2 shall be reduced to the extent
necessary to eliminate any such excess parachute payment and such Participant
shall have no further rights or claims with respect thereto. If the preceding
sentence would result in a reduction of the payments, deemed payments or other
benefits a Participant would otherwise receive in more than an immaterial
amount, the Company will use its commercially reasonable best efforts to seek
the approval of the Company’s shareholders in the manner provided for in
section 280G(b)(5) of the Code and the regulations thereunder with respect
to such reduced payments or other benefits (if the Company is eligible to do
so), so that such payments would not be treated as “parachute payments” for
these purposes (and therefore would cease to be subject to reduction pursuant
to this Section 7.3).


Article VIII

Director Share Awards


The Board may provide for the grant of Director Share
Awards to Eligible Directors (or categories or classes of Eligible Directors)
on such terms as the Board shall determine from time to time, including as part
of the retainer or other fees payable to an Eligible Director, or as part of an
arrangement that permits the deferral of payment of such fees, on a mandatory
or elective basis, into the right to receive shares of Common Stock and distributions
thereon in the future or a cash payment measured by reference to the value
therof.


Article IX

Authority to Vary Terms or Establish Local
Jurisdiction Plans


The Board may vary the terms of Awards under the Plan,
or establish sub-plans under this Plan to authorize the grant of awards that
have additional or different terms or features than those otherwise provided
for in the Plan, if and to the extent the Board determines necessary or
appropriate to permit the grant of awards that are best suited to further the
purposes of the Plan and to comply with applicable securities laws in a
particular jurisdiction or provide terms appropriately suited for Employees in
such jurisdiction in light of the tax laws of such jurisdiction while being as
consistent as otherwise possible with the terms of Awards under the Plan; provided that this Article IX shall not be deemed to
authorize any increase the number of shares of Common Stock available for
issuance under the Plan set forth in Section 3.1.


Article X

Amendment, Modification, and Termination of the
Plan


The Board may terminate or suspend the Plan at any
time, and may amend or modify the Plan from time to time. No amendment,
modification, termination or suspension of the Plan shall in any manner 



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adversely affect any Award
theretofore granted under the Plan without the consent of the Participant
holding such Award or the consent of a majority of Participants holding similar
Awards (such majority to be determined based on the number of shares covered by
such Awards). Shareholder approval of any such amendment, modification,
termination or suspension shall be obtained to the extent mandated by
applicable law, or if otherwise deemed appropriate by the Board.


Article XI

Definitions


Section 11.1   Definitions.   Whenever
used herein, the following terms shall have the respective meanings set forth
below:


“Affiliate” shall
mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such first Person; provided that a director, member of management or other
Employee of the Company or any of its Subsidiaries shall not be deemed to be an
Affiliate of the CD&R Fund. For these purposes, “control” (including the
terms “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management policies of a Person by reason of ownership of voting securities, by
contract or otherwise.


“Alternative Award”
has the meaning given in Section 7.2.


“Award” shall
mean an Option, or Director Share Award or an offer and sale of shares of
Common Stock pursuant to Article IV, in each case granted pursuant to the
terms of the Plan.


“Award Agreement”
means a Subscription Agreement, an Option Agreement or any other agreement
evidencing an Award.


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


“CD&R Fund”
means The Clayton, Dubilier & Rice Private Equity Fund VI Limited
Partnership, a Cayman Islands limited partnership, and any successor investment
vehicle managed by Clayton, Dubilier & Rice, Inc., a Delaware
corporation.


“Cause” means,
unless otherwise provided in the Award Agreement, any of the following:  (i) the Participant’s commission of a
crime involving fraud, theft, false statements or other similar acts or
commission of any crime that is a felony (or a comparable classification in a
jurisdiction that does not use these terms); (ii) the Participant’s
engaging in any conduct that constitutes an employment disqualification under
applicable law; (iii) the Participant’s willful or grossly negligent
failure to perform his or her employment-related duties for the Company and its
Subsidiaries; (iv) the Participant’s material violation of any Company
policy as in effect from time to time; (v) the Participant’s engaging in
any act or making any statement that impairs, impugns, denigrates, disparages
or negatively reflects upon the name, reputation or business interests of the
Company or its Subsidiaries; (vi) the Participant’s material breach of any
Award Agreement, employment agreement, or noncompetition, nondisclosure or
nonsolicitation agreement to which the Participant is a party or by which the
Participant is bound or (vii) the Participant’s engaging in any conduct
injurious or detrimental to the Company or its any of its Subsidiaries. The
determination as to whether “Cause” has occurred shall be made by the Board,
which shall have the authority to waive the consequences under the Plan of the
existence or occurrence of any of the events, acts or omissions constituting “Cause.”  A termination for Cause shall be deemed to
include a determination following a Participant’s termination of employment for
any reason that the circumstances existing prior to such termination for the
Company or one of its Subsidiaries to have terminated such Participants
employment for Cause.



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“Change in Control”
means the first to occur of the following events after the Effective Date:


(i)    the
acquisition by any person, entity or “group” (as defined in Section 13(d) of
the Securities Exchange Act of 1934, as amended) of 50% or more of the combined
voting power of the Company’s then outstanding voting securities, other than
any such acquisition by the Company, any of its Subsidiaries, any employee
benefit plan of the Company or any of its Subsidiaries, the CD&R Fund or
any of its co-investors in connection with the CD&R Fund’s investment in
the Company, or any Affiliates of the foregoing;


(ii)   the
merger, consolidation or other similar transaction involving the Company, as a
result of which persons who were stockholders of the Company immediately prior
to such merger, consolidation, or other similar transaction do not, immediately
thereafter, own, directly or indirectly, more than 50% of the combined voting
power entitled to vote generally in the election of directors of the merged or
consolidated company;


(iii)  within any
24-month period, the persons who were directors of the Company at the
beginning of such period (the “Incumbent Directors”)
shall cease to constitute at least a majority of the Board, provided that any director elected or nominated for
election, to the Board, by a majority of the Incumbent Directors then still in
office shall be deemed to be an Incumbent Director for purposes of this clause
(iii); or


(iv)  the sale,
transfer or other disposition of all or substantially all of the assets of the
Company to one or more persons or entities that are not, immediately prior to
such sale, transfer or other disposition, Affiliates of  the Company.


Notwithstanding the
foregoing, a Public Offering shall not constitute a Change in Control.


“Change in Control Price”
means the price per share of Common Stock offered in conjunction with any
transaction resulting in a Change in Control. If any part of the offered price
is payable other than in cash, the Change in Control price shall be determined
in good faith by the Board as constituted immediately prior to the Change in
Control.


“Code” means the United States Internal Revenue Code
of 1986, as amended, and any successor thereto.


“Common Stock”
means the Common Stock, par value $.01 per share, of the Company.


“Company” means
CDRV Investors, Inc., a Delaware corporation, and any successor thereto.


“Director Share Award”
means an award pursuant to Article VIII to an Eligible Director of Common
Stock, a right to receive Common Stock or a payment measured by reference
thereto and distributions thereon.


“Disability” means,
unless otherwise provided in an Award Agreement, a Participant’s long-term
disability within the meaning of the long-term disability insurance plan or
program of the Company or Subsidiary of the Company then covering the
Participant, or in the absence of such a plan or program, as determined by the
Board. The Board’s reasoned and good faith judgment of Disability shall be
final and shall be based on such competent medical evidence as shall be
presented to it by the Participant or by any physician or group of physicians
or other competent medical expert employed by the Participant or the Company to
advise the Board.


“Eligible Director”
means a member of the Board other than an employee or officer of the Company or
any of its Subsidiaries.


“Employee” means
any executive, officer or other employee of the Company or any Subsidiary.



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“Fair Market Value”
means, as of any date of determination prior to a Public Offering, the per
share fair market value on such date of a share of Common Stock as determined
in good faith by the Board. In making a determination of Fair Market Value, the
Board shall give due consideration to such factors as it deems appropriate,
including, but not limited to, the earnings and other financial and operating
information of the Company in recent periods, the potential value of the
Company as a whole, the future prospects of the Company and the industries in
which it competes, the history and management of the Company, the general
condition of the securities markets, the fair market value of securities of
companies engaged in businesses similar to those of the Company, and any recent
valuation of the Common Stock that shall have been performed by an independent
valuation firm (although nothing herein shall obligate the Board to obtain any
such independent valuation). Unless otherwise determined by the Board or provided
in an Award Agreement, any determination of Fair Market Value as of the end of
any fiscal year shall continue to apply throughout the next succeeding fiscal
year. The determination of Fair Market Value will not give effect to any
restrictions on transfer of the Common Stock or take into account any control
premium, but shall be determined taking into account the fact that such shares
would represent a minority interest in the Company and are illiquid. Initially,
the Fair Market Value shall be $100.00 per share, which is the price paid by
the CD&R Fund and its co-investors in connection with their initial
investment in the Company. Following a Public Offering, “Fair Market Value”
shall mean, as of any date of determination, the mid-point between the high and
the low trading prices for such date per share of Common Stock as reported on
the principal stock exchange on which the shares of Common Stock are then
listed.


“Grant Date”
means, with respect to any Award, the date as of which such Award is granted pursuant
to the Plan.


“Option”
means the right granted pursuant to the Plan to purchase one share of Common
Stock.


“Option
Agreement” means an agreement between the Company and a Participant
embodying the terms of any Options granted pursuant to the Plan and in the form
approved by the Board from time to time for such purpose.


“Participant” means any
Employee or Eligible Director who is granted an Award.


“Person”
means any natural person, firm, partnership, limited liability company,
association, corporation, company, trust, business trust, governmental
authority or other entity.


“Plan”
means this CDRV Investors, Inc. Stock Incentive Plan.


“Public
Offering” means the first day as of which (i) sales of Common
Stock are made to the public in the United States pursuant to an underwritten
public offering of the Common Stock led by one or more underwriters at least
one of which is an underwriter of nationally recognized standing or (ii) the
Board has determined that shares of the Common Stock otherwise have become publicly-traded
for this purpose.


“Special
Termination” has the meaning given in Section 6.1.


“Subscription
Agreement” means a stock subscription agreement between the Company
and a Participant embodying the terms of any stock purchase made pursuant to
the Plan and in the form approved by the Board from time to time for such
purpose.


“Subsidiary”
means any corporation limited liability company or other entity, a majority of
whose outstanding voting securities is owned, directly or indirectly, by the
Company.


Section 11.2  Gender and Number.  Except when otherwise
indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the
plural shall include the singular.



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Article XII

Miscellaneous Provisions


Section 12.1  Nontransferability
of Awards.  Except as otherwise provided herein or as the
Board may permit on such terms as it shall determine, no Awards granted under
the Plan may be sold, transferred, pledged, assigned, hedged, encumbered or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during the Participant’s
life-time by such Participant only (or, in the event of the Participant’s
Disability, such Participant’s legal representative). Following a Participant’s
death, all rights with respect to Awards that were outstanding at the time of
such Participant’s death and have not terminated shall be exercised by his
designated beneficiary or by his estate in the absence of a designated
beneficiary.


Section 12.2  Tax
Withholding.  The Company or the Subsidiary employing a
Participant shall have the power to withhold, or to require such Participant to
remit to the Company or such Subsidiary, an amount sufficient to satisfy all
U.S. federal, state, local and any non-U.S. withholding tax or other
governmental tax, charge or fee requirements in respect of any Award granted
under the Plan.


Section 12.3  Beneficiary
Designation.  Pursuant to such rules and procedures
as the Board may from time to time establish, a Participant may name
beneficiary or beneficiaries (who may be named contingently or successively) by
whom any right under the Plan is to be exercised in case of such Participant’s
death. Each designation will revoke all prior designations by the same
Participant, shall be in a form reasonably prescribed by the Board, and will be
effective only when filed by the Participant in writing with the Board during
his lifetime.


Section 12.4  Delivery of
Financial Statements to Participants.  Each year the
Company will provide the Company’s annual financial statements to the
Participants.


Section 12.5  Limitation
on Number of Outstanding Options.  At no time shall the
total number of shares of Common Stock issuable upon exercise of all
outstanding Options and the total number of shares of Common Stock provided for
under any bonus or similar plan or agreement of the Company exceed 30%. as
calculated in accordance with the conditions and exclusions of California Code
of Regulations, Title 10, Ch. 3, Section 260.140.45, of the securities
outstanding at the time the calculation is made.


Section 12.6  No Guarantee
of Employment or Participation.  Nothing in the Plan or in
any agreement granted hereunder shall interfere with or limit in any way the
right of the Company or any Subsidiary to terminate any Participant’s
employment or retention at any time, or confer upon any Participant any right
to continue in the employ or retention of the Company or any Subsidiary. No
Employee or Eligible Director shall have a right to be selected as a
Participant or, having been so selected, to receive any Awards.


Section 12.7  No
Limitation on Compensation; No Impact on Benefits.  Nothing
in the Plan shall be construed to limit the right of the Company or any
Subsidiary to establish other plans or to pay compensation to its Employees or
Eligible Directors, in cash or property, in a manner that is not expressly
authorized under the Plan. Except as may otherwise be specifically and
unequivocally stated under any employee benefit plan, policy or program, no
amount payable in respect of any Award shall be treated as compensation for
purposes of calculating a Participant’s rights under any such plan, policy or
program. The selection of an Employee as a Participant shall neither entitle
such Employee to, nor disqualify such Employee from, participation in any other
award or incentive plan.


Section 12.8  Requirements
of Law.  The granting of Awards and the issuance of shares
of Common Stock pursuant to the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. No Awards shall be granted under the
Plan, and no shares of Common Stock shall be issued under the Plan, if such 



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grant or issuance would
result in a violation of applicable law, including U.S. federal securities laws
and any applicable state or non-U.S. securities laws.


Section 12.9  Freedom of
Action.  Nothing in the Plan or any Award Agreement
evidencing an Award shall be construed as limiting or preventing the Company or
any Subsidiary from taking any action that it deems appropriate or in its best
interest (as determined in its sole and absolute discretion) and no Participant
(or person claiming by or through a Participant) shall have any right relating
to the diminishment in the value of any Award as a result of any such action.


Section 12.10  Unfunded
Plan; Plan Not Subject to ERISA.  The plan is an unfunded
plan and Participants shall have the status of unsecured creditors of the
Company. The Plan is not intended to be subject to the Employee Retirement
Income and Security Act of 1974, as amended.


Section 12.11  Term of Plan.  The
Plan shall be effective as of the date specified by the Board and shall
continue in effect, unless sooner terminated pursuant to Article X, until
the tenth anniversary of such date, the provisions of the Plan shall continue
thereafter to govern all outstanding Awards.


Section 12.12  No Voting
Rights.  Except as otherwise required by law, no
Participant holding any Awards granted under the Plan shall have any right in
respect of such Awards to vote on any matter submitted to the Company’s
stockholders until such time as the shares of Common Stock underlying such
Awards have been issued.


Section 12.13  Governing Law.  The Plan, and all agreements
hereunder, shall be governed by and construed in accordance with the law of the
State of New York regardless of the application of rules of conflict of
law that would apply the laws of any other jurisdiction, except to the extent
that the corporate law of the State of Delaware specifically and mandatorily
applies.


Effective Date: May 27, 2004



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