PHANTOM STOCK OPTION PLAN.

phantom stock option - definition - English

The purpose of the Plan is to attract and retain key management employees of Integris and to provide such persons with a proprietary interest in the Company through the granting of Phantom Stock Options. For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated: For purposes of the Plan, a Participant shall be deemed to engage in competitive behavior if he a directly or indirectly, without the consent of the Company, solicits or provides any services such as those provided by the Company for anyone i who is a customer or client of the Company; or ii who is a prospective customer or client of the Company with whom the Company has discussed possible business relationships; b requests, induces or attempts to influence any distributor or supplier of goods or services to the Company to curtail or cancel any business they may transact with the Company; c requests, induces or attempts to influence any client or customer of the Company that has done business with, or potential client or customer which has been in contact with, the Company to curtail or cancel any business they may transact with the Company; or d requests, induces or attempts to influence any employee of the Company to terminate his or her employment with the Company.

Formula Value is based on the Company Value divided by the number of issued and outstanding shares of Phantom Stock. For purposes of the Plan, the number of issues and outstanding shares of Phantom Stock shall be 50,, Phantom Stock Option Plan, as amended from time to time. If the Board delegates some or all of its power to the Plan Administrator as provided hereunder, any member of the Plan Administrator or all members in the event the Board elects to assume direct responsibility for administration of the Plan may be removed at any time, with or without cause, by resolution of the Board.

Any vacancy occurring in the membership of the Plan Administrator may be filled by appointment by the Board. If a committee is acting as the Plan Administrator, such committee shall select one of its members to act as its chairman and shall make such rules and regulations for its operation as it deems appropriate; and a majority of the committee shall constitute a quorum and the act of a majority of the members of such committee present at a meeting at which a quorum is present shall be the act of the Plan Administrator.

The Plan Administrator shall have discretion to i administer the Plan, and ii make such other determinations and take such other action as it deems necessary or advisable to administer the Plan. Without limiting the generality of the foregoing sentence, the Plan Administrator may, in its sole discretion but in a uniform and consistent manner , treat all or any portion of any period during which a holder is on military leave or on an approved leave of absence from the Company as a period of employment of such holder by the Company for the purpose of determining his or her Exercise Period under Article 6.

Any interpretation, determination, or other action made or taken by the Plan Administrator shall be final, binding, and conclusive on all interested parties. Executive officers and key Employees are eligible to receive Awards under the plan.

Phantom Stock and Stock Appreciation Rights (SARs)

The Compensation Committee, upon recommendation from the CEO of the company, shall approve the eligible persons to whom Awards will be granted. Awards may be granted at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Plan Administrator shall recommend. Except as required by the Plan, Awards granted at different times need not contain similar provisions.

The grant of an Award shall be evidenced by an Award Agreement, in a form approved by the Plan Administrator, between the Company and the Participant. Each such Award Agreement shall set forth its Date of Grant, the number of options granted, the Strike Price of the options, the period during which the options shall vest, and the period during which the options shall be exercisable.

Each such Award Agreement shall be subject to the express terms and conditions of the Plan, and shall be subject to such other terms and conditions, which, in the reasonable judgment of the Plan Administrator, are appropriate and not inconsistent with the Plan.

Any Award pursuant to the Plan must be granted within ten 10 years of the Effective Date of the Plan.

The number of Awards granted to a Participant in any particular year is based on Grant Value as a multiple of the annual base salary of the Participant in effect at the time of grant. For purposes of the Plan, the Grant Value for any Participant in a particular year shall not exceed six times the annual base salary in effect at time of grant. EXERCISE PERIOD; VESTING; CHANGE OF CONTROL; INITIAL PUBLIC OFFERING. Subject to the other provisions of the Plan, an Award Agreement shall set forth the period or periods during which Phantom Stock Options may be exercised, in whole or in part, and redeemed for payment of the Actual Exercise Value as defined in Section 8.

The Exercise Period for an Award may be reduced or terminated upon Termination of Service as defined in Article 7. No portion of any Award may be exercised after the expiration of the Exercise Period immediately following the six 6 year anniversary from its Date of Grant.

Upon exercise of any vested Award upon an IPO, Participants are entitled to receive the difference between the IPO price and the Strike Price, and, at the discretion of the Participant, may be settled in cash or in stock of the publicly traded company, or a combination of both.

All unvested portions of Awards shall be converted into nonqualified stock options with similar value and vesting provisions to purchase shares of the publicly traded company. For unvested Awards, Participants are entitled to receive replacement long-term incentive awards with similar value and vesting provisions in the resulting company upon COC.

In the event that Participants do not receive replacement long-term incentive awards with similar value and vesting provisions upon COC, all unvested Awards shall vest immediately and such Participants shall be entitled to receive the difference between the COC price and the Strike Price upon exercise of such vested Awards. Otherwise, all of the Participants vested Awards shall be cancelled.

All unvested options expire immediately. EXERCISE OF PHANTOM STOCK; AWARD DEFERRAL.

Stock Options, Restricted Stock, Phantom Stock, Stock Appreciation Rights (SARs), and Employee Stock Purchase Plans (ESPPs)

Vested Awards that are exercisable in accordance with the Plan or applicable Award Agreement may be exercised by a Participant into cash only in accordance with this Article 8 and the terms and conditions of the applicable Award Agreement. To exercise vested Awards, a Participant must deliver to the Plan Administrator a written notice of exercise stating the number of Awards to be exercised.

Awards may only be exercised during one pre-determined two-week Exercise Period each year. Upon receipt by the Plan Administrator of a proper written notice of exercise by a Participant in accordance with the terms of the Plan and the individual Award Agreement, the Participant shall be entitled to receive a cash payout equal to: However, Participants are not entitled to any ROCE adjustment in the event of an IPO or a COC.

The Board may instruct the Plan Administrator to obtain such agreements or undertakings, if any, as the Board may deem necessary or advisable to assure compliance with any law or regulation of any governmental authority. Participants may elect to defer the payment of Awards in cash under such rules and procedures as established by the Plan Administrator, and may also provide that deferred settlements include the crediting of interest on the deferral amounts.

The Plan shall be effective as of January 1, Unless sooner terminated by action of the Board, the Plan will terminate on the tenth 10 th anniversary of the effective date, but Awards granted before that date will continue to be effective in accordance with their terms and conditions.

Upon the occurrence of each event requiring an adjustment with respect to any Award, the Company shall mail to each affected Participant its computation of such adjustment that shall be conclusive and binding upon each such Participant. A Participant shall not have any rights as a shareholder with respect to any Award. No member of the Board or the Plan Administrator, nor any officer or Employee of the Company acting on behalf of the Board or the Plan Administrator, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Plan Administrator and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation.

No action of the Board or the Plan Administrator shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein. Awards granted to a Participant may not be transferred or assigned other than by will or by the laws of descent and distribution.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of 3 March, , by its President and CEO pursuant to prior action taken by the Board. Integris Metals Incorporated By: