All key Employees and all Employee Directors are eligible to be granted Awards by the Board under the Plan; provided that, no person shall be granted Awards of Restricted Stock unless such person is an Employee of the Company or an Employee of a wholly-owned subsidiary of the Company. The agreement documenting the award of any restricted stock granted pursuant to this Plan shall contain such terms and conditions as the Committee shall deem advisable, including but not limited to the lapsing of forfeiture restrictions. Any such forward-looking statements should be considered in light of such important factors and in conjunction with VWR Funding, Inc. Each grant of Restricted Stock shall be evidenced by a written agreement containing such terms and conditions as the Board shall deem appropriate. All Named Executive Officers as a Group. He also serves as a director of Quanta Services, Inc.

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Bowne Compliance Driver – Support IBM

The Board may abolish the Committee at any time and revest in the Board the administration of the Plan, unless such actions are prohibited by the condition of exemptive relief obtained from the Commission. The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to grants of Restricted Stock or Other Stock-Based Awards or the exercise of Options is two million 2, shares.

Name and Principal Position in If the surviving entity does not assume or substitute similar awards, the awards held by the plan participants will be subject to accelerated vesting in full and then terminated to the extent not exercised within a designated time period. Our Board of Directors approved the designation com;liance Arthur L.

Our Board of Directors is authorized to adjust the limitation on shares available for Awards and outstanding Awards in the event of ocmpliance dividend or other distribution payable in shares of our common stock, or any division, complaince or reclassification of our common stock.

The Compensation Committee may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to common stock subject to an Award; provided that such grants are coompliance by an order of the SEC.

The Nominating and Corporate Governance Committee seeks to identify potential director candidates who will strengthen the Board of Directors and will contribute to the overall mix of specific criteria identified above.


Adjustments for pro-forma effect of material acquisitions is reflected on a pro-forma basis as if the acquisitions of Omnilabo International B.

Filed by Bowne Pure Compliance

The restricted stock will be subject to restrictions on transferability and other restrictions as required by our Compensation Committee compliancce time to time. This summary is qualified in its entirety by reference to the complete text of the Equity Incentive Plan. Our Board of Directors reviews these procedures on an annual basis. Unless you attend the Annual Meeting and vote your shares in person, you should change your vote using the same method by telephone, Internet or mail that you first used to vote your shares.

It blwne understood and agreed that this Letter Agreement constitutes the full agreement between you and the Company on the subjects of Severance and Change in Control payments. Our Board of Directors believes it would be in our best interests to have the ability to issue warrants, options or rights to subscribe for, convert to, or purchase shares of our common stock, which may include convertible preferred stock and convertible debentures, under appropriate circumstances in connection with our capital raising and financing activities.

Those directors will not receive fees based on meetings attended absent circumstances that require an exceptionally high number of meetings within an annual period. Agreements evidencing Awards made to different participants or at different times need not contain similar provisions. Pursuant to the Investment Company Act, approval of this proposal requires the affirmative vote of: The Award will terminate upon consummation of the covered transaction.

If the sale of Stock has not been registered under the Securities Act, the Company may require, as a condition to the grant or the exercise of the Award, such representations or agreements as counsel for the Cpmpliance may consider appropriate to avoid violation of the Securities Act. Our Nominating and Governance Committee has determined that a candidate for election to our Board of Directors must satisfy our general criteria. Forthe only element of direct compensation for our NEOs was base salary.

Bowne Compliance Driver

Our management and our Board of Directors have determined that it complaince be advantageous for us to have the ability to issue warrants, options or rights to subscribe for, convert to or purchase common stock, which may include convertible preferred stock and convertible debentures, in connection with our financing and capital raising activities.


In addition, two of our directors, Messrs.

For more information on Mr. A grant of restricted stock is a grant of shares of our common stock that, at the time of issuance, are subject to certain forfeiture provisions, and thus are restricted as to transferability until such forfeiture restrictions have lapsed.

The Nominating and Corporate Governance Committee also has the authority to retain and terminate any search firm used to identify director candidates. Performance Awards granted to Employees that are not intended to qualify as qualified performance based compensation under Section m of the Code shall be based on achievement of such goals and be subject to such terms, conditions and restrictions as the Committee or its delegate shall determine.

An Incentive Stock Option shall not be transferable except by will complinace by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant. French as lead director to preside at all executive sessions of non-management directors. The persons eligible to receive Awards under the Equity Incentive Plan are the executive officers and certain key employees of Main Street Capital and its wholly owned subsidiaries, vompliance determined by our Compensation Committee at each issuance.

Such a Bodne Goal may be based on one or more business criteria that apply to the Employee, one or bwne business segments, units, or divisions of the Company, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies. If any Award shall for any reason expire or otherwise terminate, in whole or in part, the shares of Stock not acquired under such Award shall revert to and again become available for issuance under the Plan.

Generally, a recipient of restricted stock units co,pliance not recognize any taxable income for U. If, however, an amount is treated as ordinary income to the recipient of an incentive stock option due to a disqualifying disposition, we would be entitled to a corresponding deduction in the same amount for compensation paid.

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