Exhibit 10.1

SUPPLEMENTAL INDENTURE NO. 1

SUPPLEMENTAL INDENTURE No. 1 (this “ Supplemental Indenture ”), dated as of April 17, 2012 among EVERTEC, LLC, a Puerto Rico limited liability company (which prior to the Conversion (as defined below) was formerly known as EVERTEC, Inc, the “ Issuer ”), EVERTEC Finance Corp., a Puerto Rico corporation and Wholly-Owned Subsidiary of the Issuer (“ Finance Corp ”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee under the Indenture referred to below (the “ Trustee ”).

WITNESSETH:

WHEREAS the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “ Indenture ”), dated as of September 30, 2010, providing for the issuance of the Issuer’s 11% Senior Notes due 2018 (the “ Notes ”), initially in the aggregate principal amount of $220,000,000;

WHEREAS, the Issuer converted to a Puerto Rico limited liability company by the filing of a Certificate of Conversion and a Certificate of Formation with the Department of State of Puerto Rico (the “ Conversion ”), which resulted in the Issuer’s corporate form changing from a corporation to a limited liability company and its name changing from “EVERTEC, Inc.” to “EVERTEC, LLC”;

WHEREAS, the Conversion is permitted by the terms of the Indenture;

WHEREAS, the Issuer intends to enter into that certain Tax Payment Agreement, dated as of April 17, 2012, by and among the Issuer, Carib Holdings, LLC, a Puerto Rico limited liability company and the direct parent of the Issuer (“ Carib Holdings ”), and Carib Latam Holdings, Inc., a Puerto Rico corporation and the direct parent of Carib Holdings (“ Carib Inc. ”), in the form attached as Exhibit A hereto (the “ Tax Payment Agreement ”), providing for certain payments by the Issuer to be made to Carib Inc. in respect of taxes;

WHEREAS, the parties hereto desire to amend the Indenture, as permitted by Sections 9.01(a) (iii) and (viii), to, among other things: (a) have the Issuer affirm and assume the obligations under the Indenture and the Notes (to the extent such assumption is required under Section 5.01 of the Indenture as a result of the Conversion of the Issuer), (b) add Finance Corp as a co-issuer party to the Indenture and (c) permit the Issuer to make payments to Carib Inc. as contemplated by the Tax Payment Agreement;

WHEREAS, pursuant to Section 9.01(a)(iii) and (viii) of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, the Issuer has heretofore delivered or is delivering contemporaneously herewith to the Trustee the Officer’s Certificate and Opinion of Counsel referred to in Section 9.06 of the Indenture;

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, Finance Corp and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

ARTICLE I

CAPITALIZED TERMS; RELATION TO INDENTURE; GENERAL REFERENCES

SECTION 1.01. Capitalized Terms . Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 1.02. Relation to Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. This Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.03. General References . All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the terms “herein,” “hereof,” “hereunder” and any other words of similar import refer to this Supplemental Indenture.

ARTICLE II

AMENDMENTS TO INDENTURE

SECTION 2.01. Definitions . (a) The following definitions are hereby added to Section 1.01 of the Indenture in proper alphabetical sequence:

“ Carib Inc. ” means Carib Latam Holdings, Inc., a Puerto Rico corporation (and any and all successors thereto).

“ Carib Holdings ” means Carib Holdings, LLC (formerly known as Carib Holdings, Inc.), a Puerto Rico limited liability company (and any and all successors thereto).

“ Co-Issuers ” means the Issuer and Finance Corp.

“ Issuer ” means EVERTEC, LLC (formerly known as EVERTEC, Inc.), a Puerto Rico limited liability company (and any and all successors thereto).

“ Finance Corp ” means EVERTEC Finance Corp., a Puerto Rico corporation (and any and all successors thereto).

“ Tax Payment Agreement ” means that certain Tax Payment Agreement, dated as of April 17, 2012, by and among the Issuer, Carib Holdings and Carib Inc. and/or any other direct or indirect parent of the Issuer, as amended, supplemented or modified from time to time, so long as any such amendment, supplement or modification does not adversely affect the rights of any holder.

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(b) The last paragraph of the definition of “Consolidated Net Income” in Section 1.01 of the Indenture is hereby deleted in its entirety and replaced with the following:

Notwithstanding the foregoing, for the purpose of Section 4.04 only, (i) there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such Section pursuant to clauses (D) and (E) of the definition of “Cumulative Credit” and (ii) to the extent that as determined under GAAP the aggregate of the Net Income of the Issuer and its Subsidiaries that are Restricted Subsidiaries for such period, on a consolidated basis, are not reduced by the provision for taxes based on income, profits or capital of the Issuer and its Subsidiaries that are Restricted Subsidiaries as a result of the Issuer being converted from a corporation to a limited liability company, then Consolidated Net Income shall be reduced by any payments made by the Issuer pursuant to the Tax Payment Agreement with respect to such period that were accounted for as a dividend or did not otherwise reduce Net Income of the Issuer and its Subsidiaries that are Restricted Subsidiaries for such period.

(c) The definition of “Consolidated Taxes” in Section 1.01 of the Indenture is hereby deleted in its entirety and replaced with the following:

“ Consolidated Taxes ” means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, Commonwealth of Puerto Rico, franchise, property and similar taxes, and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations). Notwithstanding the foregoing, to the extent that Consolidated Net Income was reduced in such period by any payment under the Tax Payment Agreement pursuant to clause (ii) of the last paragraph of the definition of Consolidated Net Income, then for the purpose of calculating EBITDA, Consolidated Taxes shall be deemed to include the amounts referred to in clause (ii) of such definition of Consolidated Net Income with respect to such period.

SECTION 2.02. Application of Definitions . Each instance of the defined term “Issuer” in (a) Sections 4.01, 4.06(b) (with respect to only the third, fourth and fifth paragraphs thereof), 4.08, 4.09, 4.10, 4.14, 4.15, 6.01(a)-(b), 6.01(e)-(g), 6.08, 6.09, 6.10 and 6.12 of the Indenture, (b) Articles II, III, VII, VIII, IX, XII and XIII of the Indenture and (c) Appendix A and Exhibits A, B, C and D to the Indenture, is hereby amended to refer to the defined term “Co-Issuers”; provided, however, the term “Issuer” in each of such Sections, Articles Appendix or Exhibits shall not be changed to “Co-Issuers” with respect to a particular instance to the extent that in such instance a reference is being made to an Officer’s Certificate or an Officers’ Certificate. The term “Carib Holdings, Inc.” in Section 4.03(b)(xviii) of the Indenture is hereby amended to refer to the defined term “Carib Holdings”.

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SECTION 2.03. Co-Issuer Party . The following Section 4.18 is hereby added to Article IV of the Indenture:

SECTION 4.18. Restrictions on Activities of Finance Corp . Other than in connection with or incident to its obligations relating to the Notes under this Indenture and its existence, Finance Corp will not hold any assets, incur any Indebtedness or become liable for any obligations or engage in any business activities, including, without limitation, any business activities that would be the subject of the covenants set forth in this Indenture; provided however , that Finance Corp may be a co-obligor or a guarantor with respect to Indebtedness permitted to be Incurred by this Indenture if the Issuer is a primary obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Issuer or one or more of the Issuer’s Subsidiaries other than Finance Corp, including without limitation, Indebtedness under the Credit Agreement. Finance Corp shall not consolidate, amalgamate or merge with or into or wind up into any Person unless either (x) Finance Corp is the surviving person or (y) (i) the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than Finance Corp) is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, the Commonwealth of Puerto Rico or any other territory of the United States (the “ Finance Corp Successor ”), (ii) the Finance Corp Successor expressly assumes all the obligations of Finance Corp under this Indenture pursuant to supplemental indentures or other documents or instruments and (iii) the Finance Corp Successor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or winding up and such supplemental indentures comply with this Indenture. Notwithstanding the foregoing, at any time after the Issuer is a corporation, Finance Corp may consolidate or merge with or into the Issuer or any Restricted Subsidiary. The Finance Corp Successor, will succeed to, and be substituted for, Finance Corp as a Co-Issuer under this Indenture and the Notes, and in such event Finance Corp will automatically be released and discharged from its obligations under this Indenture and the Notes.

SECTION 2.04. Future Note Guarantors . Section 4.11 is hereby amended to add the words “or Finance Corp” immediately after the words “Receivables Subsidiary”.

SECTION 2.05. Successors . The following clause (vi) is hereby added to Section 5.01(a) of the Indenture and the existing clause (vi) is hereby labeled clause (vii):

(vi) if the Successor Company is not organized as a corporation after such transaction, Finance Corp or a successor corporation which is a Subsidiary of the Successor Company shall continue to be a co-issuer of the Notes and shall have confirmed its obligations under this Indenture and the Notes pursuant to a supplemental indenture or other documents or instruments;

SECTION 2.06. Limitation on Restricted Payments . The following clause (xix) is hereby added to Section 4.04(b) of the Indenture:

(xix) so long as no Default shall have occurred and be continuing, payments pursuant to the Tax Payment Agreement with respect to any and all taxes (including estimated taxes) imposed under the laws of Puerto Rico, the laws of the United States of America or by any other jurisdiction or any political (including municipal) subdivision or authority or agency in Puerto Rico, the United States of America or such other

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jurisdiction, that would have been imposed on the Issuer because of its own assets or operations, or because of the assets or operations of any Subsidiaries or other Persons in which the Issuer has direct or indirect Equity Interests that are treated as partnerships for tax purposes of that jurisdiction, if the Issuer had been a corporation for the tax purposes of that jurisdiction, together with all interest and penalties with respect thereto, provided that the Issuer is no longer a corporation for the tax purposes of that jurisdiction by reason of one or more of (i) the conversion of the Issuer to a Puerto Rico limited liability company, (ii) the election of the Issuer to be treated as a partnership for Puerto Rico tax purposes, or (iii) the election of the Issuer to be treated as a disregarded entity for United States federal income tax purposes (“Taxes”), reduced by the Issuer taking into account any applicable net operating losses or other tax attributes of Carib Inc. or Carib Holdings that reduce Carib Inc.’s or Carib Holdings’ liability for Taxes in such period; provided further , that such payments pursuant to the Tax Payment Agreement permitted under this clause (xix) shall not exceed the net amount of Taxes that Carib Inc. and Carib Holdings actually owe to the appropriate taxing authority for a taxable period.

SECTION 2.07. Defeasance . Section 8.01(b) is hereby amended to delete the words “and 4.12” and add the words “, 4.12 and 4.18” immediately after the word “4.11.”

SECTION 2.08. Exhibits . Each of (a) the first sentence of clause 4 of the “Form of Reverse Side Initial Note” of Exhibit A to the Indenture and (b) the first sentence of clause 4 of “Form of Reverse Side of Exchange Note” of Exhibit B to the Indenture, is hereby replaced with the words “The Notes are issued under an Indenture dated as of September 30, 2010 (as amended, supplemented or otherwise modified, the “Indenture”).

SECTION 2.09. Effect of Amendments . The parties hereto hereby agree that the Issuer and Finance Corp shall not be required under Section 9.05 of the Indenture to issue a new Note reflecting the terms amended in accordance with this Supplemental Indenture. The parties further agree that any Notes issued after the date hereof shall reflect the terms of the Indenture as amended by this Supplemental Indenture.

ARTICLE III

ASSUMPTION OF OBLIGATIONS

SECTION 3.01. Assumption of Obligations . Each of the Issuer and Finance Corp hereby assumes, agrees to be bound by, and agrees to be jointly and severally liable, as a primary obligor and not as a guarantor or surety, with respect to, any and all obligations of the Issuer under the Indenture and the Notes on the terms and subject to the conditions set forth in the Indenture, as amended by this Supplemental Indenture.

ARTICLE IV

MISCELLANEOUS

SECTION 4.01. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

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SECTION 4.02. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 4.03. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

SECTION 4.04. Effect of Headings . The section headings herein have been inserted for convenience of reference only, and are not intended to be considered a part thereof and shall not modify or restrict any of the terms or provisions hereof.

[ Rest of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

Supplemental Indenture No. 1

Supplemental Indenture No. 1

Exhibit 10.2

TAX PAYMENT AGREEMENT

BY AND AMONG

Carib Latam Holdings, Inc.,

Carib Holdings, LLC

AND

EVERTEC, LLC

This Agreement is dated as of April 17, 2012 by and among Carib Latam Holdings, Inc. (“Holdings”), a Puerto Rico corporation having its principal executive offices at Carretera 176, Km. 1.3, Cupey Bajo, San Juan, Puerto Rico 00926, Carib Holdings, LLC (“Carib”), a Puerto Rico limited liability company having its principal executive offices at Carretera 176, Km. 1.3, Cupey Bajo, San Juan, Puerto Rico 00926 and EVERTEC, LLC (“EVERTEC”), a Puerto Rico limited liability company having its principal executive offices at Carretera 176, Km. 1.3, Cupey Bajo, San Juan, Puerto Rico 00926.

Recitals

WHEREAS, until April 17, 2012, Carib Holdings, Inc., a Puerto Rico corporation and predecessor of Carib (“Carib Holdings, Inc.”), owned 100% of the stock of EVERTEC, Inc., a Puerto Rico corporation and predecessor of EVERTEC (“EVERTEC, Inc.”);

WHEREAS, on April 17, 2012, EVERTEC, Inc. converted to a Puerto Rico limited liability company and became EVERTEC, and Carib Holdings, Inc. owned 100% of the interests of EVERTEC, and such conversion was undertaken in good faith for the purpose of improving the tax efficiency of EVERTEC, Inc.’s structure and not for the purpose of circumventing any covenant set forth in EVERTEC’s senior credit facility or the indenture relating to EVERTEC’s 11% senior notes due 2018;

WHEREAS, on April 17, 2012, the shareholders of Carib Holdings, Inc. contributed their shares to Holdings and Holdings assumed all of the issued and outstanding options to purchase shares of Carib Holdings, Inc., which options became options to purchase the same number and class of shares of Holdings;

WHEREAS, on April 17, 2012, Carib Holdings, Inc. converted to a Puerto Rico limited liability company and became Carib, and Holdings owns 100% of the interests of Carib;

WHEREAS, on April 17, 2012, for Puerto Rico tax purposes, both EVERTEC and Carib will elect to be treated as partnerships under the P.R. Code;

WHEREAS, Holdings and Carib possess at least $30 million of net operating losses not subject to limitations on their use, and certain other tax attributes, for Puerto Rico income tax purposes;

WHEREAS, as further described below, to the extent set forth below, EVERTEC shall make periodic payments to Holdings and Carib in respect of Taxes that shall not exceed the total Tax liability that EVERTEC would have had EVERTEC been a corporation and not a partnership 100% owned by Carib, reduced by taking into account any net operating losses or other attributes of Holdings and Carib;

WHEREAS, Holdings, Carib and EVERTEC wish to provide for the allocation of liabilities, and procedures to be followed, with respect to Taxes of Holdings, Carib and EVERTEC on the terms of this Agreement;

NOW, THEREFORE in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

Agreement

Section 1. Definitions .  As used in this Agreement, the following terms have the meanings set forth below:

(a) P.R. Taxes: all taxes imposed under the laws of Puerto Rico or any political (including municipal) subdivision or authority or agency therein.

(b) U.S. Taxes: all taxes imposed under the laws of the United States, or any federal, state, local or other political subdivision or authority or agency therein.

(c) Tax or Taxes : Any and all P.R. Taxes, U.S. Taxes or other taxes imposed by any jurisdiction that would be imposed on EVERTEC because of its own assets or operations, and the assets or operations of any subsidiaries or other persons in which EVERTEC has direct or indirect equity interests that are partnerships for tax purposes of that jurisdiction, if EVERTEC were a corporation for the tax purposes of that jurisdiction, together with all interest and penalties with respect thereto, provided that EVERTEC is no longer a corporation for the tax purposes of that jurisdiction by reason of one or more of (i) the conversion of EVERTEC to a Puerto Rico limited liability company, (ii) the election of EVERTEC to be treated as a partnership for Puerto Rico tax purposes, or (iii) the election of EVERTEC to be treated as a disregarded entity for U.S. federal income tax purposes.

Section 2. Liability for Taxes; Refunds .

(a) Holdings and Carib, as the direct and indirect owners of EVERTEC, shall be responsible for, and shall pay to the appropriate tax authority all Taxes, for all taxable periods and portions thereof beginning on or after April 17, 2012 (such date, the “Effective Date”), to the extent that EVERTEC is not required to pay any portion of such Taxes itself directly.

(b) At such time as Holdings or Carib has a liability for Taxes, in respect of taxable periods and portions thereof occurring on or after the Effective Date, EVERTEC shall make payments to Holdings or Carib in respect of Taxes. However, in respect of any taxable period, EVERTEC shall not make payments to Holdings or Carib in respect of Taxes which exceed that Tax liability that EVERTEC would have had EVERTEC been a corporation for the tax purposes of a jurisdiction and not a partnership owned 100% by Carib, reduced by taking into account any net operating losses or other tax attributes of Holdings or Carib that Holdings or Carib are eligible to use to reduce the taxable income of Holdings or Carib in such taxable period, and reduced by any Tax payments EVERTEC is required to make itself in respect of such taxable period. For the avoidance of doubt, EVERTEC shall not make payments under this Section 2(b) to Holdings or Carib in respect of any taxable period or portion thereof occurring on or after the Effective Date which exceed the liabilities of Holdings and Carib for Taxes for such taxable period or portion thereof.

(c) In the event that Holdings or Carib receive a Tax refund attributable to any taxable period or portion thereof occurring on or after the Effective Date, Holdings shall recalculate the payment for such period required to be made by EVERTEC to Holdings under Section 2(b) above. If the payment, as recalculated, is less than the payment EVERTEC made to Holdings or Carib under Section 2(b) above in respect of such period, Holdings or Carib shall promptly make a payment to EVERTEC in the amount of such difference, net of any applicable costs to Holdings or Carib in respect of such Tax refund.

(d) In the event any Tax authority determines that Holdings or Carib, for any taxable period or portion thereof occurring on or after the Effective Date, owes additional Tax, Holdings shall recalculate the payment for such period permitted to be made by EVERTEC to Holdings or Carib under Section 2(b) above. If the payment, as recalculated, is greater than the payment EVERTEC made to Holdings or Carib under Section 2(b) above in respect of such period, EVERTEC shall promptly make a payment to Holdings or Carib in the amount of such difference.

(e) At such time as Holdings deems necessary, Carib shall make payments to Holdings in respect of any Tax liability of Holdings, in an amount determined by Holdings, but not in any amount greater than permitted by the indenture relating to EVERTEC’s 11% senior notes due 2018 (as amended, modified or supplemented from time to time).

Section 4. Estimated Taxes .  On or before each date, as determined by a relevant tax jurisdiction, for payment of an installment of estimated Taxes, EVERTEC may pay to Holdings or Carib an amount equal to the installment which EVERTEC would have been required to pay as an estimated payment of Taxes to the relevant tax jurisdiction

if it were filing a separate Tax return from Holdings and Carib, as reasonably determined by Holdings, taking into account the reasonably anticipated applicable net operating losses or other tax attributes of Holdings and Carib. Any balance owed by EVERTEC for the taxable year under the principles of Section 2(b) above shall be paid by EVERTEC to Holdings or Carib on or before the initial due date for the tax return for the taxable year. If it is not possible to determine the amount of such balance on or before such day, (a) a reasonable estimate thereof, as determined by Holdings, shall be paid on or before such day, (b) the amount of such balance shall be finally determined by Holdings on or before the date on which the applicable Tax return for such period is filed with the relevant tax jurisdiction, and (c) any difference between the amount so determined and the estimated amount paid shall; (i) in the case of an underpayment, be promptly paid to Holdings or Carib and (ii) in the case of an overpayment, be promptly refunded to EVERTEC.

Section 5. Retention of Records .  Holdings shall retain all tax returns, tax reports, related workpapers and all schedules (along with all documents that pertain to any such tax returns, reports or workpapers) that relate to a taxable period or portion thereof occurring on or after the Effective Date. Holdings shall make such documents available to EVERTEC at EVERTEC’S request. Holdings shall not dispose of such documents without the permission of EVERTEC.

Section 6. Headings .  The headings of this Agreement are for convenience of reference only, and shall not in any way affect the meaning or interpretation of this Agreement.

Section 7. Governing Law .  This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Puerto Rico without regard to its conflicts of laws provisions.

Section 8. Counterparts .  This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute but one agreement.

Section 9. Successors .  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective subsidiaries, and their respective successors and assigns.

Section 10. Date of Agreement .  This Agreement is hereby entered into by the parties hereto as of April 17, 2012.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the date first above written.

Signature Page to Tax Payment Agreement

Exhibit 10.3

EXECUTION VERSION

CARIB LATAM HOLDINGS, INC.

AMENDED AND RESTATED

2010 EQUITY INCENTIVE PLAN

WHEREAS, the board of directors of Carib Holdings, Inc. (“ Holdings ”) has previously adopted the Carib Holdings, Inc. 2010 Equity Incentive Plan (the “ Holdings Plan ”) as of September 30, 2010, pursuant to which shares of non-voting Class B Common Stock of Holdings (“ Holdings Common Stock ”) were reserved for issuance of stock awards;

WHEREAS, Holdings was party to a corporate reorganization (the “ Reorganization ”) resulting in Holdings becoming a wholly-owned subsidiary of Carib Latam Holdings, Inc. (the “ Company ”);

WHEREAS, in connection with the Reorganization, (i) all issued and outstanding shares of Holdings Common Stock have been contributed to the Company in exchange for the same number and class of shares of common stock of the Company, (ii) the Company has assumed the Holdings Plan and all awards granted thereunder or subject to the terms thereof and (iii) each option to purchase Holdings Common Stock that was outstanding immediately prior to the Reorganization has been converted into an option to purchase the same number of shares of non-voting Class B common stock of the Company at the same exercise price and on the same terms as set forth in the original award agreement; and

WHEREAS, the board of directors of the Company has authorized, approved and adopted the Holdings Plan, as amended hereby.

NOW, THEREFORE, in order to reflect the foregoing, the Holdings Plan is hereby amended and restated on the terms and conditions set forth below.

1. Purpose . The purpose of the Carib Latam Holdings, Inc. 2010 Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.

2. Definitions . The following definitions shall be applicable throughout the Plan:

(a) “ Affiliate ” means (i) with respect to any person or entity (including, without limitation, the Company), any person or entity that directly or indirectly controls, is controlled by or is under common control with such person or entity and/or (ii) with respect to the Company, to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

(b) “ Award ’ means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award, and Performance Compensation Award granted under the Plan.

(c) “ Board ” means the Board of Directors of the Company.

(d) “ Cause ” means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or any of its Affiliates having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement between the Participant and the Company or any of its Affiliates in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the Participant’s commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) the Participant’s conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates in any material way, (C) the Participant’s failure to perform duties as reasonably directed by the Company or the Participant’s material violation of any rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant) or (D) the Participant’s gross negligence, willful malfeasance or material act of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant). Any determination of whether Cause exists shall be made by the Committee in its sole discretion.

(e) “ Capital Stock ” means any and all shares of, interests and participations in, and other equivalents (however designated) of stock, including, without limitation, all Common Shares and preferred stock.

(f) “ Change in Control ” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:

(i) the consummation of a Sale of the Company; or

(ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Common Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments; provided , that , any acquisition by an Excluded Entity shall not be deemed to result in a Change in Control.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor thereto or the Puerto Rico Code. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(h) “ Committee ” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board.

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(i) “ Common Shares ” means the voting and non-voting common shares, par value $0.01 per share, of the Company (and any stock or other securities into which such common shares may be converted or into which they may be exchanged).

(j) “ Company ” means Carib Latam Holdings, Inc.

(k) “ Date of Grant ” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(l) “ Effective Date ” means September 30, 2010.

(m) “ Eligible Director ” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

(n) “ Eligible Person ” means any (i) individual employed by the Company or any of its Affiliates; provided , however , that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or any of its Affiliates; (iii) consultant or advisor to the Company or any of its Affiliates, provided that if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or any of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or any of its Affiliates).

(o) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended. Any reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(p) “ Excluded Entity ” means the Investor, Popular, Inc., the Company and any Affiliate of any of the foregoing.

(q) “ Exercise Price ” has the meaning given such term in Section 7(b) of the Plan.

(r) “ Fair Market Value ” means, as of any date, the value of Common Shares determined as follows:

(i) If the Common Shares are listed on any established stock exchange or a national market system will be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii) If the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

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(iii) In the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee in accordance with Section 409A of the Code.

(s) “ Immediate Family Members ” shall have the meaning set forth in Section 15(b).

(t) “ Incentive Stock Option ” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code or a “qualified stock option” as described in Section 1046 of the Puerto Rico Internal Code of 1994, as amended (the “Puerto Rico Code”) and, in each case, otherwise meets the requirements set forth in the Plan.

(u) “ Indemnifiable Person ” shall have the meaning set forth in Section 4(e) of the Plan.

(v) “ Independent Third Party ” means any Person other than the Investor, Popular, Inc., the Company and any Affiliate of any of the foregoing.

(w) “ Investor ” means Apollo Investment Fund VII, L.P., each of its Affiliates and any other investment fund or vehicle managed by Apollo Management VII, L.P. or any of its Affiliates (including any successors or assigns of any such manager).

(x) “ Investor Investment ” means direct or indirect investments in Common Shares or other Capital Stock of the Company made by the Investor on or after September 30, 2010, but excluding any purchases or repurchases of Common Shares on any securities exchange or any national market system after an initial Public Offering. The term “Investor Investment” excludes any investment originally made by the Investor in a Person other than the Company or any of its Subsidiaries.

(y) “ Investor IRR ” means the pretax compounded annual internal rate of return calculated on a quarterly basis realized by the Investor on the Investor Investment, based on the aggregate amount invested by the Investor for all Investor Investments and the aggregate amount of cash received by, and any securities received by the Investor as a return on the Investor Investment that have been distributed to investors in investment funds managed by Apollo Management VII, L.P. or any of its Affiliates (“Distributed Securities”) that were distributed to, the Investor in respect of all Investor Investments, assuming all Investor Investments were purchased by one Person and were held continuously by such Person. The Investor IRR shall be determined based on the actual time of each Investor Investment and actual cash received by, and Distributed Securities distributed to, the Investor in respect of all Investor Investments and including, as a return on each Investor Investment, any cash dividends, cash distributions, cash sales or cash interest made by the Company or any of its Subsidiaries in respect of such Investor Investment during such period, but excluding any other amounts payable that are not directly attributable to an Investor Investment and excluding any management fees. For purposes of determining Investor IRR in respect of Distributed Securities, the fair market value of those securities on the date on which the Distributed Securities are distributed shall be used for purposes of calculating the annual internal rate of return, and such date shall be deemed the date on which the return on the Investor Investment was received by the Investor.

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(z) “ Mature Shares ” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy a withholding obligation of the Participant.

(aa) “ Negative Discretion ” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award.

(bb) “ Nonqualified Stock Option ” means an Option that is not designated by the Committee as an Incentive Stock Option.

(cc) “ Option ” means an Award granted under Section 7 of the Plan.

(dd) “ Option Period ” has the meaning given such term in Section 7(c) of the Plan.

(ee) “ Participant ” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.

(ff) “ Performance Compensation Award ” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

(gg) “ Performance Criteria ” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.

(hh) “ Performance Formula ” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(ii) “ Performance Goals ” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

(jj) “ Performance Period ” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

(kk) “ Permitted Transferee ” shall have the meaning set forth in Section 15(b) of the Plan.

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(ll) “ Person ” means “person” as such term is used in Section 13(d) or 14(d) of the Exchange Act.

(mm) “ Plan ” means this Carib Latam Holdings, Inc. 2010 Equity Incentive Plan.

(nn) “ Public Offering ” means the closing of a public offering of Common Shares pursuant to a registration statement declared effective under the Securities Act, except that a Public Offering shall not include (i) an offering made primarily pursuant to a registration statement on Form S-4 in connection with a business combination or on Form S-8 in connection with an employee benefit plan of the Company or made primarily to employees or consultants of the Company; or (ii) an offering of 10% or less of the then outstanding Common Shares.

(oo) “ Restricted Period ” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(pp) “ Restricted Stock Unit ” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(qq) “ Restricted Stock ” means Common Shares, subject to certain specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(rr) “ Sale of the Company ” means the sale of the Company to one or more Independent Third Parties, pursuant to which such party or parties acquire (i) Capital Stock of the Company possessing the voting power to elect a majority of the Board (whether by merger, consolidation, recapitalization or sale or transfer of the Company’s Capital Stock or otherwise); or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided , that , any acquisition by an Excluded Entity shall not be deemed to result in a Sale of the Company.

(ss) “ SAR Period ” has the meaning given such term in Section 8(c) of the Plan.

(tt) “ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.

(uu) “ Stock Appreciation Right ” or “ SAR ” means an Award granted under Section 8 of the Plan.

(vv) “ Stock Bonus Award ” means an Award granted under Section 10 of the Plan.

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(ww) “ Strike Price ” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.

(xx) “ Subsidiary ” means, with respect to the Company:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers, representatives or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the Company’s other Subsidiaries (or a combination thereof); and

(2) any partnership (or any comparable foreign entity (a) the sole general partner (or functional equivalent thereof) or the managing general partner of which is the Company or one of the Company’s other Subsidiaries or (b) the only general partners (or functional equivalents thereof) of which are the Company or one or more of the Company’s Subsidiaries (or any combination thereof).

(yy) “ Substitute Award ” has the meaning given such term in Section 5(e).

3. Effective Date; Duration . The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided , however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

4. Administration .

(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined based on the Committee’s charter as approved by the Board.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in

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cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) The Committee may delegate to one or more officers of the Company or any of its Affiliates the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.

(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate of the Company, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.

(e) No member of the Board, member of the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “ Indemnifiable Person ”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided , that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification

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is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Grant of Awards; Shares Subject to the Plan; Limitations .

(a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.

(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, the Committee is authorized to deliver under the Plan 2,921,604 Common Shares, which shall be Class B Non-Voting Common Shares.

(c) Use of Common Shares to pay the required Exercise Price or tax obligations, or that are used or withheld to satisfy tax obligations of the Participant shall, notwithstanding anything herein to the contrary, not be available again for other Awards under the Plan. Shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash are available again for Awards under the Plan.

(d) Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.

(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“ Substitute Awards ”) to a person would otherwise be an Eligible Person following the closing of such acquisition or combination. The number of Common Shares underlying any Substitute Awards shall be counted against the aggregate number of Common Shares available for Awards under the Plan.

6. Eligibility . Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

7. Options .

(a) Generally . Each Option granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions

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not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code or Section 1046 of the Puerto Rico Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. To the extent an Incentive Stock Option is intended to be a “qualified stock option” as described in Section 1046 of the Puerto Rico Code, prior to the grant of such Incentive Stock Option, the Company shall submit the Plan to the Secretary of the Treasury of Puerto Rico for a determination that the Plan complies with the provisions of Section 1046 of the Puerto Rico Code. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code or Section 1046 of the Puerto Rico Code, as applicable. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b) Exercise Price . The exercise price (“ Exercise Price ”) per Common Share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided , however , that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any of its Affiliates, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant and provided , further , that, notwithstanding any provision herein to the contrary, the Exercise Price shall not be less than the par value per Common Share.

(c) Vesting and Expiration . Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ Option Period ”); provided , however , that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any of its Affiliates; provided , further , that, notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement: (i) an Option shall vest and become exercisable with respect to 100% of the Common Shares subject to such Option on the third anniversary of the Date of Grant; (ii) the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option, and the vested portion of such Option shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or disability (as determined by the Committee), but not later than the expiration of the Option

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Period or (B) 90 days following termination of employment or service for any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period; and (iii) both the unvested and the vested portion of an Option shall expire upon the termination of the Participant’s employment or service by the Company or any of its Affiliates for Cause.

(d) Method of Exercise and Form of Payment . No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the fair market value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided , that such Common Shares are not subject to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price or (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a fair market value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. Any fractional Common Shares shall be settled in cash.

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option . Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.

(f) Compliance With Laws, etc . Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

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8. Stock Appreciation Rights .

(a) Generally . Each SAR granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Exercise Price . The Exercise Price per Common Share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant.

(c) Vesting and Expiration . A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ SAR Period ”); provided , however , that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement: (i) a SAR shall vest and become exercisable with respect to 100% of the Common Shares subject to such SAR on the third anniversary of the Date of Grant; (ii) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or disability (as determined by the Committee), but not later than the expiration of the SAR Period or (B) 90 days following termination of employment or service for any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR Period; and (iii) both the unvested and the vested portion of a SAR shall expire upon the termination of the Participant’s employment or service by the Company or any of its Affiliates for Cause.

(d) Method of Exercise . SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the fair market value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.

(e) Payment . Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the fair market value of one Common Share on the exercise date over the

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Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in Common Shares valued at fair market value, or any combination thereof, as determined by the Committee. Any fractional Common Share shall be settled in cash.

9. Restricted Stock and Restricted Stock Units .

(a) Generally . Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

(b) Restricted Accounts; Escrow or Similar Arrangement . Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of the Company.

(c) Vesting; Acceleration of Lapse of Restrictions . Unless otherwise provided by the Committee in an Award agreement: (i) the Restricted Period shall lapse with respect to 100% of the Restricted Stock and Restricted Stock Units on the third anniversary of the Date of Grant; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.

(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units .

(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted

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Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a fair market value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award agreement).

(ii) Unless otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such outstanding Restricted Stock Unit; provided , however , that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the fair market value of the Common Shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.

10. Stock Bonus Awards . The Committee may issue unrestricted Common Shares, or other Awards denominated in Common Shares, under the Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

11. Performance Compensation Awards .

(a) Generally . The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate such Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participant.

(b) Discretion of Committee with Respect to Performance Compensation Awards . With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 days of a Performance Period (if applicable), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

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(c) Performance Criteria . The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (and/or one or more of its Affiliates, divisions or operational units, or any combination of the foregoing) and may include the following or any such other Performance Criteria as determined by the Committee in its discretion: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or revenue growth; (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (viii) earnings before or after taxes, interest, depreciation and/or amortization; (ix) gross or operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return); (xii) expense targets; (xiii) margins; (xiv) operating efficiency; (xv) objective measures of customer satisfaction; (xvi) working capital targets; (xvii) measures of economic value added; (xviii) inventory control; (xix) enterprise value; (xx) sales; (xxi) debt levels and net debt; (xxii) combined ratio; (xxiii) timely launch of new facilities; (xxiv) client retention; (xxv) employee retention; (xxvi) timely completion of new product rollouts; and (xxvii) objective measures of personal targets, goals or completion of projects. Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more of its Affiliates as a whole or any business unit(s) of the Company and/or one or more of its Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph.

(d) Modification of Performance Goal(s) . In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining shareholder approval. The Committee is authorized at any time, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) a change in the Company’s fiscal year and (x) any other extraordinary event that, in the reasonable determination of the Committee, impacts the applicable Performance Criteria.

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(e) Payment of Performance Compensation Awards .

(i) Condition to Receipt of Payment . Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company or one of its Affiliates on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation . A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

(iii) Certification . Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.

(iv) Use of Negative Discretion . In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.

(f) Timing of Award Payments . Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months following the end of the fiscal year during which the Performance Period is completed.

12. Changes in Capital Structure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any of its Affiliates, or the financial statements of the Company or any of its Affiliates, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:

(i) adjusting any or all of (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding Award, including, without limitation, (l) the number of Common Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

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(ii) providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and

(iii) canceling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per Common Share received or to be received by other shareholders of the Company in such event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the fair market value of a Common Share subject thereto may be canceled and terminated without any payment or consideration therefor);

provided , however , that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code or Section 1046 of the Puerto Rico Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

13. Effect of Change in Control . Except to the extent otherwise provided in an Award agreement, in the event of a Change in Control, notwithstanding any provision of the Plan to the contrary, the Committee may provide that, with respect to all or any portion of a particular outstanding Award or Awards:

(a) the then outstanding Options and SARs shall become immediately exercisable as of a time prior to the Change in Control;

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(b) the Restricted Period shall expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable Performance Goals);

(c) Performance Periods in effect on the date the Change in Control occurs shall end on such date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to receive partial or full payment of Awards for each such Performance Period based upon the Committee’s determination of the degree of attainment of the Performance Goals, or assuming that the applicable “target” levels of performance have been attained or on such other basis determined by the Committee.

To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the Common Shares subject to their Awards.

14. Amendments and Termination,

(a) Amendment and Termination of the Plan . The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that (i) no amendment to Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without shareholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Shares may be listed or quoted); provided , further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

(b) Amendment of Award Agreements . The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided , further , that without shareholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Shares are listed or quoted.

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15. General.

(a) Award Agreements . Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee.

(b) Nontransferability .

(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company and its Affiliates; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “ Immediate Family Members ”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “ Permitted Transferee ”); provided , that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice

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is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or any of its Affiliates under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.

(c) Tax Withholding .

(i) A Participant shall be required to pay to the Company or any of its Affiliates, and the Company or any of its Affiliates shall have the right and is hereby authorized to withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of Common Shares (which are not subject to any pledge or other security interest and are Mature Shares) owned by the Participant having a fair market value equal to such withholding liability or (B) having the Company withhold from the number of Common Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a fair market value equal to such withholding liability (but no more than the minimum required statutory withholding liability).

(d) No Claim to Awards; No Rights to Continued Employment; Waiver . No employee of the Company or any of its Affiliates, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any of its Affiliates, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

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(e) International Participants . With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.

(f) Designation and Change of Beneficiary . Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided , however , that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(g) Termination of Employment/Service . Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with an Affiliate of the Company (or vice versa) shall be considered a termination of employment or service with the Company or an Affiliate of the Company; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate of the Company.

(h) No Rights as a Stockholder . Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled to the privileges of ownership in respect of Common Shares that are subject to Awards hereunder until such shares have been issued or delivered to that person.

(i) Government and Other Regulations .

(i) The obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Common Shares pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Common Shares to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for

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Common Shares or other securities of the Company or any of its Affiliates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares to the Participant, the Participant’s acquisition of Common Shares from the Company and/or the Participant’s sale of Common Shares to the public markets illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair market value of the Common Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(j) Payments to Persons Other Than Participants . If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(k) Nonexclusivity of the Plan . Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval, as applicable, shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

(l) No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the

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Company or any of its Affiliates, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(m) Reliance on Reports . Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.

(n) Relationship to Other Benefits . No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

(o) Governing Law . The Plan shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and performed wholly within the State of New York without giving effect to the conflict of laws provisions thereof.

(p) Severability . If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(q) Obligations Binding on Successors . The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(r) Expenses; Gender; Titles and Headings . The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

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(s) Shareholder/Other Agreements . Notwithstanding anything herein to the contrary, in no event shall Common Shares be delivered pursuant to any Award under this Plan unless and until the Participant executes a shareholder agreement, which in all events shall be within thirty (30) days following the vesting and exercise of the Award, as applicable. In addition, the Committee may require, as a condition to the grant of and/or the receipt of Common Shares under an Award, that the Participant execute lock-up or other agreements, as it may determine in its sole and absolute discretion.

(t) Payments . Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive Common Shares under any Award made under the Plan.

* * *

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Exhibit 10.4

EXECUTION VERSION

CARIB LATAM HOLDINGS, INC.

AMENDED AND RESTATED

RESTRICTED STOCK AGREEMENT

THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (the “ Agreement ”), made as of this 17th day of April, 2012, to be effective as of the 22 ^nd day of February, 2012 (the “ Date of Grant ”), by and between Carib Latam Holdings, Inc. (the “ Company ”) and Peter Harrington (the “ Executive ”).

W I T N E S S E T H :

WHEREAS, Carib Holdings, Inc. (“ Holdings ”) has previously granted Executive shares of non-voting Class B Common Stock of Holdings (“ Holdings Class B Shares ”) pursuant that Restricted Stock Agreement between Holdings and the Executive dated as of February 22, 2012 (the “ Restricted Stock Agreement ”);

WHEREAS, in connection with a corporate reorganization (the “ Reorganization ”), Holdings has become a wholly-owned subsidiary of the Company and all Holdings Class B Shares have been contributed to the Company;

WHEREAS, the Holdings Class B Shares previously granted to the Executive have been converted into shares of non-voting Class B Common Stock of the Company (“ Class B Shares ”); and

WHEREAS, the Company and the Executive desire to amend and restate the Restricted Stock Agreement in order to reflect the foregoing.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock . Subject to the terms, conditions and restrictions set forth herein, the Company hereby grants to the Executive 14,646 Class B Shares (the “ Restricted Shares ”). The Restricted Shares are not granted under the Carib Latam Holdings, Inc. 2010 Equity Incentive Plan (the “ Plan ”), but will be subject to the terms of the Plan, this Agreement and the related Stockholder Agreement (as defined herein).

2. Restrictions . Except as provided in the Plan or this Agreement, the restrictions on the Restricted Shares are that they will be forfeited by the Executive and all of the Executive’s rights to such shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Restricted Shares made or attempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, without the written consent of the Board.

3. Vesting .

(a) General . Subject to the terms and conditions set forth herein and the Plan, the Executive will become vested in the Restricted Shares on the earlier to occur of (i) the date the Executive is paid the bonus in respect of fiscal year 2012 pursuant to his employment agreement with EVERTEC, LLC (f/k/a EVERTEC, Inc.) and (ii) May 1, 2013; provided , that , the Executive is then employed by the Company or an Affiliate.

(b) Termination of Employment . In the event of the termination of Executive’s for any reason, any Restricted Shares held by the Executive that have not vested as of the date of such termination shall be forfeited to the Company without consideration.

4. Repurchase .

(a) In the event of any termination of the Executive’s employment other than by the Company for Cause, the Company shall have the right, but not the obligation, to repurchase any or all vested Restricted Shares at a price per share equal to the per share Fair Market Value as of the time of such repurchase.

(b) In the event of the termination of the Participant’s employment by the Company for Cause, the Company shall have the right, but not the obligation, to repurchase any or all vested Restricted Shares at a price per share equal to the lesser of (i) the per share price paid by the Executive for such Restricted Shares or (ii) the per share Fair Market Value as of the time of such repurchase.

5. Stockholder Agreement . The grant of Restricted Shares hereunder is subject to and contingent upon Executive’s execution of an Adoption Agreement pursuant to which Executive will become bound by the terms and conditions set forth in that certain Stockholder Agreement, dated April 17, 2012, by and among the Company and the stockholders of the Company (the “ Stockholder Agreement ”), including those terms and conditions applicable to Management Holders (as defined therein).

6. Rights as Stockholder; Dividends . The Executive shall be the record owner of the Restricted Shares, and as record owner shall be entitled to all rights of a stockholder of the Company subject to the terms of the Stockholder Agreement; provided , however , that any dividends payable with respect to the Restricted Shares shall be subject to the same vesting criteria as the underlying Restricted Shares and shall be paid to the Executive at such time as the Restricted Shares vest.

7. Tax Withholding . In the event that the Company determines that tax withholding is required with respect to the Executive, the Executive shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Executive pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Award and to take such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding and taxes. The Executive shall satisfy the withholding liability by having the Company withhold from the number of Class B Shares otherwise issuable or deliverable pursuant to the settlement of the Restricted Shares a number of shares with a Fair Market Value equal to the minimum withholding obligation. For purposes hereof, Class B Shares shall be valued at Fair Market Value.

8. Compliance with Law . Notwithstanding any of the provisions hereof, the Executive hereby agrees that the Company will not be obligated to issue or transfer any shares to the Executive hereunder, if the issuance or transfer of such shares shall constitute a violation by the Executive or the Company of any provisions of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive.

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9. Notice . Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided , that , unless and until some other address be so designated, all notices or communications by the Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to the Executive may be given to the Executive personally or may be mailed to him at his address as recorded in the records of the Company.

10. Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

11. Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Puerto Rico without regard to its conflict of law principles.

12. Plan . The terms and provisions of the Plan are incorporated herein by reference, and the Executive hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, this Agreement shall govern and control. In the event of a conflict or inconsistency between the terms and provisions of the Plan or the provisions of this Agreement and the Stockholder Agreement, the Stockholder Agreement shall govern and control. All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan.

13. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Executive or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be binding on the Company and the Executive.

14. No Right to Continued Employment . Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Executive’s employment.

15. Severability . Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.

16. Headings . The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

17. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

18. Entire Agreement . This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, including, without limitation, the Restricted Stock Agreement, and the Restricted Stock Agreement is hereby terminated and of no further force and effect.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Signature Page to Harrington Restricted Stock Agreement

Exhibit 10.5

EXECUTION VERSION

CARIB LATAM HOLDINGS, INC.

AMENDED AND RESTATED

RESTRICTED STOCK AGREEMENT

THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (the “ Agreement ”), made as of this 17th day of April, 2012, to be effective as of the 11th day of February, 2011 (the “ Date of Grant ”), by and between Carib Latam Holdings, Inc. (the “ Company ”) and Felix M. Villamil Pagani (the “ Executive ”).

W I T N E S S E T H :

WHEREAS, Carib Holdings, Inc. (“ Holdings ”) has previously granted Executive shares of non-voting Class B Common Stock of Holdings (“ Holdings Class B Shares ”) pursuant that Restricted Stock Agreement between Holdings and the Executive dated as of February 11, 2011 (the “ Restricted Stock Agreement ”);

WHEREAS, in connection with a corporate reorganization (the “ Reorganization ”), Holdings has become a wholly-owned subsidiary of the Company and all Holdings Class B Shares have been contributed to the Company;

WHEREAS, the Holdings Class B Shares previously granted to the Executive have been converted into shares of non-voting Class B Common Stock of the Company (“ Class B Shares ”); and

WHEREAS, the Company and the Executive desire to amend and restate the Restricted Stock Agreement in order to reflect the foregoing.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock . Subject to the terms, conditions and restrictions set forth herein, the Company hereby grants to the Executive 80,000 Class B Shares (the “ Restricted Shares ”). The Restricted Shares are not granted under the Carib Latam Holdings, Inc. 2010 Equity Incentive Plan (the “ Plan ”), but will be subject to the terms of the Plan, this Agreement and the related Stockholder Agreement (as defined herein).

2. Restrictions . Except as provided in the Plan or this Agreement, the restrictions on the Restricted Shares are that they will be forfeited by the Executive and all of the Executive’s rights to such shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Restricted Shares made or attempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, without the written consent of the Board.

3. Vesting .

(a) General . Subject to the terms and conditions set forth herein and the Plan, the Executive will become vested in the Restricted Shares in equal bi-weekly installments of 769 Class B Shares on each of the Company’s normal payroll dates until June 1, 2013, at which time the remaining Restricted Shares shall become fully vested; provided , that , in each case, the Executive is then employed by the Company or an Affiliate of the Company.

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(b) Termination of Employment . In the event of the termination of Executive’s employment without Cause or due to Executive’s death or Disability, the Restricted Shares that have not become vested at the time of such termination shall become vested. In the event of the termination of Executive’s employment by for Cause, all unvested Restricted Shares shall be forfeited. For purposes of this Agreement, “Cause” shall have the meaning given to such term in the Confidential Modification Agreement and General Release between EVERTEC, Inc., Holdings and the Executive dated as of February 24, 2012.

(c) Change In Control . In the event of a Change in Control, the Restricted Shares that have not become vested at the time of such Change in Control shall become vested upon such Change in Control.

(d) Initial Public Offering . In the event of an initial Public Offering, all Restricted Shares shall remain outstanding and continue to vest in accordance with their original vesting terms as set forth in Section 3(a) above.

4. Repurchase .

(a) In the event of any termination of the Executive’s employment other than by the Company for Cause, the Company shall have the right, but not the obligation, to repurchase any or all vested Restricted Shares at a price per share equal to the per share Fair Market Value as of the time of such repurchase.

(b) In the event of the termination of the Participant’s employment by the Company for Cause, the Company shall have the right, but not the obligation, to repurchase any or all vested Restricted Shares at a price per share equal to the lesser of (i) $10.00 or (ii) the per share Fair Market Value as of the time of such repurchase.

5. Stockholder Agreement . The grant of Restricted Shares hereunder is subject to and contingent upon Executive’s execution of an Adoption Agreement pursuant to which Executive will become bound by the terms and conditions set forth in that certain Stockholder Agreement, dated April 17, 2012, by and among the Company and the stockholders of the Company (the “ Stockholder Agreement ”), including those terms and conditions applicable to Management Holders (as defined therein).

6. Rights as Stockholder; Dividends . The Executive shall be the record owner of the Restricted Shares, and as record owner shall be entitled to all rights of a stockholder of the Company subject to the terms of the Stockholder Agreement.

7. Tax Withholding . In the event that the Company determines that tax withholding is required with respect to the Executive, the Executive shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Executive pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Award and to take such other action as the Committee deems necessary to satisfy all obligations for the payment of such

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withholding and taxes. The Committee may permit the Executive to satisfy the withholding liability: (a) in cash, (b) by having the Company withhold from the number of Class B Shares otherwise issuable or deliverable pursuant to the settlement of the Restricted Shares a number of shares with a Fair Market Value equal to the minimum withholding obligation, (c) by delivering Class B Shares owned by the Executive that are Mature Shares, or (d) by a combination of any such methods. For purposes hereof, Class B Shares shall be valued at Fair Market Value.

8. Compliance with Law . Notwithstanding any of the provisions hereof, the Executive hereby agrees that the Company will not be obligated to issue or transfer any shares to the Executive hereunder, if the issuance or transfer of such shares shall constitute a violation by the Executive or the Company of any provisions of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive.

9. Notice . Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided , that , unless and until some other address be so designated, all notices or communications by the Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to the Executive may be given to the Executive personally or may be mailed to him at his address as recorded in the records of the Company.

10. Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

11. Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Puerto Rico without regard to its conflict of law principles.

12. Plan . The terms and provisions of the Plan are incorporated herein by reference, and the Executive hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, this Agreement shall govern and control. In the event of a conflict or inconsistency between the terms and provisions of the Plan or the provisions of this Agreement and the Stockholder Agreement, the Stockholder Agreement shall govern and control. All capitalized terms not defined herein shall have the meanings ascribed to them as set forth in the Plan.

13. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Executive or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be binding on the Company and the Executive.

14. No Right to Continued Employment . Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Executive’s employment.

15. Severability . Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.

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16. Headings . The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

17. Entire Agreement . This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, including, without limitation, the Restricted Stock Agreement, and the Restricted Stock Agreement is hereby terminated and of no further force and effect.

18. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Signature Page to Villamil Restricted Stock Agreement