**Exhibit 10.10**

YCC HOLDINGS LLC 

AMENDED AND RESTATED 2007 INCENTIVE EQUITY PLAN 

1. Purpose of Plan. This Amended and Restated 2007 Incentive Equity Plan (the “Plan”) of YCC Holdings LLC, a Delaware limitedliability company (the “Company”), adopted by the Board of Managers of the Company and the Members of the Company holding a majority of the Class A Common Units, respectively, on March 15, 2008, for employees, managers,consultants and advisers of the Company and its Subsidiaries, is intended to advance the best interests of the Company and its Subsidiaries by providing those persons who have a substantial responsibility for their management and growth withadditional incentives by allowing such persons to acquire an equity interest in the Company and thereby encouraging them to contribute to the success of the Company and its Subsidiaries and, in the case of employees, to remain in their employ. Theavailability and offering of Class C Common Units, Class B Common Units and Class A Common Units under the Plan also is intended to increase the Company and its Subsidiaries’ ability to attract and retain individuals of exceptionalmanagerial talent upon whom, in large measure, the sustained progress, growth, and profitability of the Company and its Subsidiaries depends. The Plan is intended to be a compensatory benefit plan within the meaning of Rule 701 of the Securities Actand, unless and until the Class C Common Units, Class B Common Units and Class A Common Units are publicly traded, the issuance of Class C Common Units, Class B Common Units and Class A Common Units pursuant to the Plan is intended toqualify for the exemption from registration under the Securities Act provided by Rule 701. 

2. Definitions. Capitalized terms usedbut not otherwise defined herein shall have the meanings set forth below: 

“Affiliate” shall mean, with respect to anyPerson, any other Person which, directly or indirectly, controls, is controlled by or under common control with such Person. 

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

“Class A Common Units” has the meaninggiven to such term in the Limited Liability Company Agreement. 

“Class B Common Units” has the meaning given to such termin the Limited Liability Company Agreement. 

“Class C Common Units” has the meaning given to such term in the LimitedLiability Company Agreement. 

“Committee” means the committee of the Board which may be designated by the Board toadminister the Plan. The Committee shall be composed of three or more managers as appointed from time to time to serve by the Board. 

 

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“Common Units” means, collectively, the Class A Common Units, Class B Common Unitsand Class C Common Units. 

“Limited Liability Company Agreement” means the Company’s Amended and Restated LimitedLiability Company Agreement, dated as of March 15, 2008, among the Members of the Company set forth therein, as the same may be amended, supplemented or otherwise modified from time to time. 

“Members” means the members of the Company as set forth from time to time on Schedule A to the Limited Liability CompanyAgreement. 

“Participants” means present and future employees, managers, consultants or advisers of the Company or itsSubsidiaries, as such persons may be selected in the sole discretion of the Committee. 

“Sponsor” means, collectively(i) Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership, (ii) Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership, and (iii) Madison Dearborn Partners V Executive-A, L.P., a Delawarelimited partnership. 

“Subsidiary” means any corporation or other entity of which shares of stock or other equity interesthaving a majority of the general voting power in electing the board of managers (or other applicable governing body) are, at the time as of which any determination is being made, owned by the Company either directly or through one or more of itsSubsidiaries. 

“Unitholders Agreement” means the Amended and Restated Unitholders Agreement, dated as of March 15,2008, among the Company and holders of the Units signatories thereto, as the same may be amended, supplemented or otherwise modified from time to time. 

“Units” has the meaning given to such term in the Limited Liability Company Agreement. 

3.Common Units. 

(a) Grant or Sale of Common Units. The Committee shall have the power and authority to grant withoutconsideration or to sell to any Participant any Common Units at any time prior to the termination of this Plan in such quantity, at such price, on such terms and subject to such conditions that are consistent with this Plan and established by theCommittee. Common Units granted or sold under this Plan shall be subject to such terms and evidenced by agreements as shall be determined from time to time by the Committee (each an “Employee Incentive Agreement”). Participantsreceiving grants or purchasing Common Units pursuant to this Plan shall be required, as a condition to such grant or purchase, to become a party to the Limited Liability Company Agreement, the Unitholders Agreement and any other agreement orarrangement determined by the Committee. 

 

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Employee Incentive Agreements shall not contain provisions regarding protection against future dilution of the Common Units granted or sold thereunder;provided that Employee Incentive Agreements may contain equitable adjustments related to interest splits, interest distributions, recapitalizations and similar events. 

(b) Limitation on Aggregate Number of Class B Common Units. The number of Class B Common Units and Class C Common Units which may collectively be granted or sold under the Plan shall not exceed, in theaggregate, 593,622 Units; provided that, to the extent any Class B Common Units or Class C Common Units expire or are canceled, terminated or forfeited in any manner, or if any Class B Common Units or Class C Common Units are repurchased bythe Company or Sponsor or any of its Affiliates, then such additional number of Class B Common Units and Class C Common Units equal to such expired, cancelled, terminated, forfeited or repurchased Units shall again be available for issuance and saleunder the Plan. 

4. Administration of the Plan. The Plan shall be administered by the Committee; provided that if for any reason theCommittee shall not have been appointed by the Board, all authority and duties of the Committee under the Plan shall be vested in and exercised by the Board. The Committee shall have the power and authority to prescribe, amend and rescind rules andprocedures governing the administration of this Plan, including, but not limited to the full power and authority (i) to interpret the terms of this Plan and (ii) to determine the rights of any person under this Plan, or the meaning ofrequirements imposed by the terms of this Plan or any rule or procedure established by the Committee or the Board. Each action of the Committee or the Board shall be binding on all Participants. 

5. Taxes. The Company shall be entitled, if necessary or desirable, to withhold (or secure payment from any Participant in lieu of withholding)the amount of any withholding or other tax due from the Company with respect to any amount payable and/or Common Units issuable under this Plan, and the Company may defer such payment or issuance unless indemnified to its satisfaction. 

6. Rights of Participants. Nothing in this Plan or in any Employee Incentive Agreement shall interfere with or limit in any way the right ofthe Company or any Subsidiary to terminate any Participant’s employment at any time (with or without cause), nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiaries or Affiliates for any period oftime or to continue his or her present (or any other) rate of compensation. No person shall have a right to be selected as a Participant or, having been so selected, to be selected again as a Participant. 

7. Amendment, Suspension, and Termination of Plan. The Board or the Committee may suspend or terminate the Plan or any portion thereof at any timeand may amend it from time to time in such respects as the Board or the Committee may deem advisable; provided that no such amendment shall be made without the approval of the Members of the Company to the extent such approval is required by law,agreement or the rules of any exchange upon which the Common Units are listed, and no such amendment, suspension, or termination shall impair the rights of Participants under outstanding Employee Incentive Agreements without the consent of theParticipants affected thereby, except to the extent provided for in any such Employee Incentive Agreement. No Common Units shall be issued hereunder after the tenth anniversary of the adoption of the Plan. 

 

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8. Indemnification. In addition to such other rights of indemnification as they may have asmembers of the Board or the Committee, the members of the Board and the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit, or proceeding to which they or anyof them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Common Units issued hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved byindependent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding; provided that any such Board or Committee member shall be entitled to the indemnification rights set forth inthis Section 8 only if such Board or Committee member has acted in good faith and in a manner that such Board or Committee member reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to anycriminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful, and further provided that upon the institution of any such action, suit, or proceeding a Board or Committee member shall give the Company writtennotice thereof and an opportunity, at the Company’s own expense, to handle and defend the same before such Board or Committee member undertakes to handle and defend such action, suit or proceeding on his own behalf. 

Adopted by the Board of Managers on March 15, 2008 

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