CPS 2006 LONG-TERM EQUITY INCENTIVE PLAN
PART I - PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES
SECTION 1. Purpose of the Plan.
talented Employees, officers and Directors available, and (b) to promote the growth and success of the
Company’s business, (i) by aligning the long-term interests of Employees, officers and Directors with those of the
shareholders by providing an opportunity to acquire an interest in the Company and (ii) by providing both
rewards for exceptional performance and long term incentives for future contributions to the success of the
Company and its Subsidiaries.
The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock,
Restricted Stock Units, or SARs, at the discretion of the Committee and as reflected in the terms of the Award
Agreement. Each Award will be subject to conditions specified in the Plan, such as continued employment or
satisfaction of performance criteria.
This Plan will serve as a framework for the Committee to establish sub
-plans or procedures governing the
grants to employees, officers, directors and consultants. The awards granted under the Former Plan shall continue
to be administered under the Former Plan until such time as those options are exercised, expire or become
unexercisable for any reason.
SECTION 2. Definitions. As used herein, the following definitions shall apply:
(a) “Active Status” shall mean (i) for employees, the absence of any interruption or termination of service
as an employee, (ii) for Directors, that the Director has not been removed from the Board for cause (as
determined by the Company’s shareholders), and (iii) for Consultants, the absence of any interruption, expiration,
or termination of such person’s consulting or advisory relationship with the Company or any Subsidiary or the
occurrence of any termination event as set forth in such person’s Award Agreement. Active Status shall not be