EX-10.4





 Exhibit 10.4 

CHOBANI INC. 
 2021
EQUITY INCENTIVE PLAN 
 Effective as of
                , 2021 
  

	1.	 Purpose 



The purpose of this Chobani Inc. 2021 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees,
officers, non-employee directors and other service providers of Chobani Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are
to attract and retain the best available individuals at the Company and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal
interests of Participants to those of the Company’s stockholders. The Plan provides for the grant of Options; Stock Appreciation Rights; Restricted Stock and Restricted Stock Units; Incentive Bonuses; and Other Stock-Based Awards. 

 

	2.	 Definitions 



As used in the Plan, the following terms shall have the meanings set forth below: 

(a) “Act” means the Securities Exchange Act of 1934, as amended. 

(b) “Affiliate” means any Person controlled by, controlling or under common control with the Company. For purposes of
this definition, “control” shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of securities, by contract or otherwise and
“controlling” and “controlled” shall be construed accordingly. 
 (c)
“Award” means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock, Other Stock-Based Award or Incentive Bonus, or any combination of these, granted to a Participant pursuant to the provisions of the
Plan, any of which may be subject to performance conditions. 
 (d) “Award Agreement” means a written or electronic
agreement or other instrument as may be approved from time to time by the Committee and designated as such implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by both the Participant and an
authorized representative of the Company or certificates, notices or similar instruments as approved by the Committee and designated as such. 

(e) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under
the Act. 
 (f) “Board” means the Board of Directors of the Company. 

(g) “Cause” has the meaning set forth in the written employment, offer, services or severance agreement or letter
between the Participant and the Company or an Affiliate or in any severance plan in which the Participant participates, or if there is no such agreement or plan or no such term is defined in such agreement or plan, means a Participant’s
(i) material breach of any 












 
agreement between the Participant and the Company or an Affiliate, including any confidentiality, intellectual property, non-solicitation, non-competition or other restrictive covenant agreements, (ii) refusal or material failure to perform the Participant’s job duties and responsibilities (other than by reason of the Participant’s
serious physical or mental illness, injury, or medical condition), (iii) failure or refusal to comply in any material respect with lawful directives of the Participant’s direct supervisor or department head (or comparable officer), (iv)
material breach of any statutory duty, fiduciary duty or any other obligation that the Participant owes to the Company or any Affiliate, (v) commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or any
Affiliate, or involving the property or assets (including the products) of the Company or any Affiliate, (vi) engaging in unprofessional, unethical or other acts that materially discredit the Company or any Affiliate or are materially
detrimental to the reputation, character or standing of the Company or any Affiliate, or the property or assets (including the products) of the Company or any Affiliate, (vii) indictment or conviction of, or plea of guilty or nolo contendere
with respect to, any crime involving dishonesty, fraud, embezzlement or moral turpitude or any felony, or (viii) material breach of any code of conduct or other written policies of the Company or an Affiliate. A Participant’s employment or
service will be deemed to have been terminated for Cause if it is determined subsequent to such Participant’s Termination of Employment that grounds for a Termination of Employment for Cause existed at the time of such Termination of
Employment, as determined by the Company. 
 (h) “Change in Control” means, except as otherwise provided in an Award
Agreement, the occurrence of any one of the following events: 
 (i) any Person (other than any Pre-IPO Affiliate) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person or any securities acquired directly from
the Company) representing 50% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in
Section 2(h)(iii)(A) below; 
 (ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: (A) individuals who, on the Effective Date (as defined below), constitute the Board and (B) any new director (other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved
or recommended by a vote of at least a majority of the directors then still in office who were either directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; 

(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with
any other entity (other than with any Pre-IPO Affiliate), other than (A) a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior
to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or 

  
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 (iv) the implementation of a plan of complete liquidation or dissolution of
the Company; or 
 (v) there is consummated a sale or disposition by the Company of all or substantially all of the
Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to (A) an entity, at least 50% of the combined voting power of the voting securities of which is owned by
stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) any Pre-IPO Affiliates. 

(i) “Change in Control Price” means the amount determined based on the following clauses, whichever the Committee
determines is applicable, as follows: (i) the price per share offered to holders of Common Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Common Stock immediately before the Change in Control without
regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Common Stock in a liquidation or
dissolution transaction, (iv) the price per share offered to holders of Common Stock in any tender offer or exchange offer whereby a Change in Control or other event takes place, or (v) the value per share of the Common Stock that may
otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the
consideration offered to stockholders of the Company in a Change in Control consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such
determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants. 
 (j)
“Code” means the Internal Revenue Code of 1986, as now in effect and as hereafter amended from time to time, and the rulings and regulations issued thereunder. 

(k) “Committee” means the Compensation Committee of the Board (or any successor committee) or such other committee as
designated by the Board to administer the Plan under Section 6. 
 (l) “Common Stock”
means the Class A common stock of the Company, $0.001 par value per share, or such other class or kind of shares or other securities as may be applicable under Section 16. 

(m) “Company” means Chobani Inc., a Delaware public benefit corporation, and except as utilized in the definition of
Change in Control, any successor corporation. 
 (n) “Disability” has the meaning set forth in a written employment,
offer, services or severance agreement or letter between the Participant and the Company or an Affiliate or in any severance plan in which the Participant participates, or if there is no such agreement or plan or no such term is defined in such
agreement or plan, means, as determined by the Committee in its good faith discretion, a physical or mental condition of a Participant that would entitle him or her to 

  
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payment of disability income payments under the Company’s or an Affiliate’s long-term disability insurance policy or plan for employees as then in effect; or in the event that a
Participant is not covered, for whatever reason under such a long-term disability insurance policy or plan for employees, means a permanent and total disability as defined in section 22(e)(3) of the Code. Any such determination of Disability shall
be made by the Company on the basis of such medical evidence as the Company deems warranted under the circumstances, and in this respect, Participants shall submit to an examination by a physician upon request by the Company. 

(o) “Dividend Equivalent” means an amount payable in cash or Common Stock, as determined by the Committee, equal to
the dividends that would have been paid to the Participant if the share of Common Stock with respect to which the Dividend Equivalent relates had been owned by the Participant. 

(p) “Effective Date” means the date on which the Plan takes effect, as defined pursuant to
Section 4. 
 (q) “Eligible Person” any current or prospective employee, officer, non-employee director or other service provider of the Company or any of its Affiliates; provided however that Incentive Stock Options may only be granted to employees of the Company or any of its “subsidiary
corporations” within the meaning of Section 424 of the Code. 
 (r) “Fair Market Value” means as of any
date, the value of the Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing sales price of a share of Common Stock as quoted on
such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which any sale shall have been
reported); and (ii) in the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into
account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B) as the Committee deems appropriate. 

(s) “Incentive Bonus” means a bonus opportunity awarded under Section 12 pursuant to which a
Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period as specified in the Award Agreement. 

(t) “Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Code. 
 (u) “Nonqualified Stock Option” means an Option that is not
intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. 
 (v)
“Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options
granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options. 

  
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 (w) “Other Stock-Based Award” means an Award granted to an Eligible
Person under Section 11. 
 (x) “Participant” means any Eligible Person to whom Awards
have been granted from time to time by the Committee and any authorized transferee of such individual. 
 (y)
“Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof, except that such term shall not include (i) the Company or any of its
Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or
(iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 

(z) “Pre-IPO Affiliates” means Hamdi Ulukaya, his respective Controlled
Affiliates, and any entity controlled by, controlling or under common control with any such Person, as determined by the Committee from time to time. For purposes of this definition, “Controlled Affiliates” means any Person
referred to in the preceding sentence that, directly or indirectly, through one or more intermediaries, is controlling, controlled by, or under common control with, such other Person. 

(aa) “Restricted Stock” means an Award or issuance of Common Stock the vesting and/or transferability of which is
subject during specified periods of time to such conditions (including continued employment or engagement or performance conditions) and terms as the Committee deems appropriate. 

(bb) “Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares of
Common Stock (or cash payment in lieu thereof) is subject to such conditions (including continued employment or engagement or performance conditions) and terms as the Committee deems appropriate. 

(cc) “Separation from Service” or “Separates from Service” means a Termination of Employment
that constitutes a “separation from service” within the meaning of Section 409A of the Code. 
 (dd) “Stock
Appreciation Right” or “SAR” means a right that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i) the
Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date of grant. 

(ee) “Subsidiary” means any business association (including a corporation, limited liability company or a partnership,
other than the Company) in an unbroken chain of such associations beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including stock or partnership interests)
possessing 50% or more of the total combined voting power of all classes of equity interests in one of the other associations in such chain. 

  
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 (ff) “Substitute Awards” means Awards granted or Common Stock issued
by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary
combines. 
 (gg) “Termination of Employment” means ceasing to serve as an employee of the Company and its
Affiliates or, with respect to a non-employee director or other service provider, ceasing to serve as such for the Company and its Affiliates. For purposes of this definition, with respect to all or any Awards
held by a Participant, (i) the Committee may determine whether a leave of absence (including as a result of a Participant’s short-term or long-term disability or other medical leave) or employment on a less than full-time basis is
considered a “Termination of Employment,” (ii) service as a member of the Board shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee, (iii) service as an employee
of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider, and (iv) the Committee may determine whether a
transition from employment with the Company or an Affiliate to service to the Company or an Affiliate other than as an employee shall constitute a “Termination of Employment”. The Committee shall determine whether any corporate
transaction, such as a sale or spin-off of a division or Subsidiary that employs or engages a Participant, shall be deemed to result in a Termination of Employment with the Company and its Affiliates for
purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding. 
  

	3.	 Eligibility 



Any Eligible Person is eligible for selection by the Committee to receive an Award. 
  

	4.	 Effective Date and Termination of Plan 



This Plan became effective on , 2021 (the “Effective Date”). The Plan shall remain available for the grant of Awards until the 10th
anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company
arising under Awards theretofore granted. 
  

	5.	 Shares Subject to the Plan and to Awards 



(a) Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan shall be equal to (i) , plus
(ii) any shares of Common Stock added as a result of the following sentence (collectively, the “Share Pool”). The Share Pool will automatically increase on January 1 of each year beginning in 2022 and ending with a
final increase on January 1, 2031 in an amount equal to % of the total number of shares of Common Stock outstanding on the preceding December 31; provided, however, that the Committee may provide that there will be no January 1 increase in
the Share Pool for any such year or that the increase in the Share Pool for any such year will be a smaller number of shares of Common Stock than would otherwise occur pursuant to this sentence. The aggregate number of shares of Common Stock
available for grant under this Plan and the number of shares of Common Stock subject to Awards 

  
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outstanding at the time of any event described in Section 16 shall be subject to adjustment as provided in Section 16. The shares of Common
Stock issued under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market or in private transactions. 

(b) Issuance of Shares. For purposes of Section 5(a), the aggregate number of shares of Common Stock issued
under this Plan at any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award. Shares of Common Stock subject to Awards that have been canceled, expired, forfeited or otherwise not issued
under an Award and shares of Common Stock subject to Awards settled in cash shall not count as shares of Common Stock issued under this Plan. The aggregate number of shares of Common Stock available for issuance under this Plan at any time shall not
be reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash, (ii) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the
exercise price, purchase price or tax withholding obligation of an Award, or (iii) shares subject to Awards that otherwise do not result in the issuance of shares in connection with payment or settlement thereof. In addition, shares of Common
Stock that have been delivered (either actually or by attestation) to the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award shall be available for issuance under this Plan. 

(c) Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan or
authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such
pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that, Awards
using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (ii) shall only
be made to individuals who were not employees, non-employee directors or other service providers of the Company or its Affiliates at the time of such acquisition or combination, and (iii) shall comply
with the requirements of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted. 
 (d)
Tax Code Limits. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to , which number shall be calculated and adjusted pursuant to
Section 16 only to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock Option under Section 422 of the Code. 

(e) Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based
(based on the grant date Fair Market Value of equity-based Awards) and cash compensation granted under this Plan or otherwise to any non-employee director for his or her services as a director shall not exceed
$750,000 during any calendar year; provided, however, that 

  
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in the calendar year in which a non-employee director first joins the Board or during any calendar year in which a
non-employee director is designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation granted to the
non-employee director may be up to $1,500,000. 
  

	6.	 Administration of the Plan 



(a) Administrator of the Plan. The Plan shall be administered by the Committee. The Board shall fill vacancies on, and from time to time
may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written consent. Any power of the Committee may also be exercised by the Board. To the extent that any permitted action taken by the Board
conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more
subcommittees composed of one or more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all purposes under this Plan. Notwithstanding the foregoing, if the Board or the Committee (or any
successor) delegates to a subcommittee comprised of one or more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing such subcommittee shall specify the total number of shares of Common
Stock such subcommittee may award pursuant to such delegated authority, and no such subcommittee shall designate any officer serving thereon or any officer (within the meaning of Section 16 of the Act) or
non-employee director of the Company as a recipient of any Awards granted under such delegated authority. The Committee hereby delegates to and designates the Chief People and Culture Officer (or such other
officer with similar authority), and to his or her delegates or designees, the authority to assist the Committee in the day-to-day administration of the Plan and of
Awards granted under the Plan, including those powers set forth in Section 6(b)(iv) through (ix) and to execute Award Agreements or other documents entered into under this Plan on behalf of the Committee or the
Company. The Committee may further designate and delegate to one or more additional officers or employees of the Company or any Subsidiary, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan. 

(b) Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all
things that it determines to be necessary or appropriate in connection with the administration of this Plan, including: 

(i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined
herein; 
 (ii) to determine which Persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be
granted hereunder and the timing of any such Awards; 
 (iii) to prescribe and amend the terms of the Award Agreements, to
grant Awards and determine the terms and conditions thereof; 

  
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 (iv) to establish and verify the extent of satisfaction of any performance
goals or other conditions applicable to the grant, issuance, retention, vesting, exercisability or settlement of any Award; 

(v) to prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by
Participants under this Plan; 
 (vi) to determine the extent to which adjustments are required pursuant to
Section 16; 
 (vii) to interpret and construe this Plan, any rules and regulations under this Plan
and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so; 

(viii) to approve corrections in the documentation or administration of any Award; and 

(ix) to make all other determinations deemed necessary or advisable for the administration of this Plan. 

Notwithstanding anything in this Plan to the contrary, with respect to any Award that is “deferred compensation” under Section 409A of the
Code, the Committee shall exercise its discretion in a manner that causes such Awards to be compliant with or exempt from the requirements of Section 409A of the Code. Without limiting the foregoing, unless expressly agreed to in writing by the
Participant holding such Award, the Committee shall not take any action with respect to any Award which constitutes (x) a modification of a stock right within the meaning of Treas. Reg. §
1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (y) an extension of a stock right, including the addition of a feature for the deferral of compensation within the meaning of
Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (z) an impermissible acceleration of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of
Treas. Reg. § 1.409A-1(b)(5)(v)(E). 
 The Committee may, in its sole and absolute discretion, without
amendment to the Plan but subject to the limitations otherwise set forth in Section 20, waive or amend the operation of Plan provisions respecting exercise after Termination of Employment. The Committee or any member
thereof may, in its sole and absolute discretion, except as otherwise provided in Section 20, waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events
(including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe). 
 (c)
Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of, or operation of, any Award granted hereunder,
shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute
discretion, to making such decisions, determinations and interpretations, including the recommendations or advice of any officer or other employee of the Company and such attorneys, 

  
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consultants and accountants as it may select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel
and shall incur no liability except for as a result of gross negligence or willful misconduct in the performance of their duties. 
 (d)
Subsidiary Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs, be implemented by the Company issuing any subject shares of Common Stock to the Subsidiary, for
such lawful consideration as the Committee may determine, upon the condition or understanding that the Subsidiary will transfer the shares of Common Stock to the Participant in accordance with the terms of the Award specified by the Committee
pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine. 

 

	7.	 Plan Awards 



(a) Terms Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time and from
time to time prior to the termination of the Plan. The terms and conditions of each Award shall be set forth in an Award Agreement in a form approved by the Committee for such Award, subject to and incorporate by reference or otherwise the
applicable terms and conditions of the Plan, which Award Agreement may contain such other terms and conditions as specified from time to time by the Committee, provided such terms and conditions do not conflict with the Plan. The Award Agreement for
any Award (other than Restricted Stock Awards) shall include the time or times at or within which and the consideration, if any, for which any shares of Common Stock or cash, as applicable, may be acquired from the Company. The terms of Awards may
vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary. 

(b) Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time
of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment. 
 (c)
Rights of a Stockholder. Except as otherwise set forth in the applicable Award Agreement, a Participant shall have no rights as a stockholder (including voting rights) with respect to shares of Common Stock covered by an Award, other than
Restricted Stock, until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in
Sections 10(b), 11(b) or 16 of this Plan or as otherwise provided by the Committee. 
 (d) No Fractional Shares.
No fractional shares of Common Stock shall be issued pursuant to an Award or in settlement thereof. 
  

	8.	 Options 



(a) Grant, Term and Price. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be
subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based 

  
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on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event be
greater than 10 years; provided, however, the term of an Option (other than an Incentive Stock Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Option is prohibited by law or the
Company’s insider trading policy from exercising the Option, which extension shall expire on the 30th day following the date such prohibition no longer applies. The Committee will establish the price at which Common Stock may be purchased upon
exercise of an Option, which in no event will be less than the Fair Market Value of such shares on the date of grant; provided, however, that the exercise price per share of Common Stock with respect to an Option that is granted as a Substitute
Award may be less than the Fair Market Value of the shares of Common Stock on the date such Option is granted if such exercise price is based on a formula set forth in the terms of the options held by such optionees or in the terms of the agreement
providing for such merger or other acquisition that satisfies the requirements of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as “incentive stock options” within the meaning of
Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price
of any Option may be paid in cash to the Company in U.S. dollars or such other method as determined by the Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares of Common Stock issuable under an
Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock otherwise deliverable upon exercise. 

(b) No Repricing without Stockholder Approval. Other than in connection with a change in the Company’s capitalization (as
described in Section 16), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Option, and at any time when the exercise price of a previously awarded Option is above the
Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price.

 (c) No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the
delivery of, shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option. 

(d) Incentive Stock Options. Notwithstanding anything to the contrary in this Section 8, in the case of the
grant of an Incentive Stock Option, if the Participant owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110% of the Fair Market Value of the
shares of Common Stock on the date of grant and the Option must expire within a period of not more than five years from the date of grant. Notwithstanding anything in this Section 8 to the contrary, Options designated as
Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of shares of Common Stock
(determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account
in the order in which they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period of time provided in Section 422 of the Code) of separation of service (as determined
in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder). 

  
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 (e) No Stockholder Rights. Participants shall have no voting rights and will have no
rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holder of record of such shares. 

 

	9.	 Stock Appreciation Rights 



(a) General Terms. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time
and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service
requirements, and/or satisfaction of performance conditions. The term of Stock Appreciation Right shall in no event be greater than 10 years; provided, however, the term of an Stock Appreciation Right shall be automatically extended if, at the time
of its scheduled expiration, the Participant holding such Stock Appreciation Right is prohibited by law or the Company’s insider trading policy from exercising the Stock Appreciation Right which extension shall expire on the 30th day following
the date such prohibition no longer applies. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options granted under the Plan (“tandem SARs”) or not in
conjunction with other Awards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares
covered by such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the
Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of
Common Stock on the date of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in
Section 8 and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section 8 and the immediately preceding sentence, the Committee may
impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash, Restricted Stock or a combination thereof, as determined by the Committee and
set forth in the applicable Award Agreement. 
 (b) No Repricing without Stockholder Approval. Other than in connection with a change
in the Company’s capitalization (as described in Section 16), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right, and at any time when the
exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange
such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price. 

  
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 (c) No Stockholder Rights. Participants shall have no voting rights and will have no
rights to receive dividends or Dividend Equivalents in respect of an Award of Stock Appreciation Rights or any shares of Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such
shares. 
  

	10.	 Restricted Stock and Restricted Stock Units 



(a) Vesting and Performance Criteria. The grant, issuance, vesting and/or settlement of any Award of Restricted Stock or Restricted
Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of
time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights
earned or due under other stockholder-approved compensation plans or arrangements of the Company. 
 (b) Dividends and Distributions.
Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee. The Committee will determine
whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject to the same restrictions on transferability and vesting conditions as the Restricted Stock with respect to which
they were distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or distributions only to the extent provided by the Committee. 

 

	11.	 Other Stock-Based Awards 



(a) General Terms. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other
Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, the value of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall
determine the terms and conditions of such Other Stock-Based Awards. Common Stock delivered pursuant to an Other Stock-Based Award in the nature of a purchase right granted under this Section 11 shall be purchased for such
consideration, paid for at such times, by such methods, and in such forms, including cash, Common Stock, other Awards, or other property, as the Committee shall determine. 

(b) Dividends and Distributions. Shares underlying Other Stock-Based Awards shall be entitled to dividends or distributions only to the
extent provided by the Committee. 
  

	12.	 Incentive Bonuses 



(a) Performance Criteria. The Committee shall establish the performance criteria and level of achievement versus such criteria that
shall determine the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount payable and any formula for determining such achievement, and which criteria may be based on performance conditions. 

  
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 (b) Timing and Form of Payment. The Committee shall determine the timing of payment
of any Incentive Bonus. Payment of the amount due under an Incentive Bonus may be made in cash or in Common Stock, as determined by the Committee. 

(c) Discretionary Adjustments. Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive Bonus on
account of either corporate performance or personal performance evaluations may be adjusted by the Committee on the basis of such further considerations as the Committee shall determine. 

 

	13.	 Performance Awards 



The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the number of shares of Common Stock,
Restricted Stock Units, or cash to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award (any such Award, a “Performance Award”). A Performance Award may be
identified as “Performance Share,” “Performance Equity,” “Performance Unit” or other such term as chosen by the Committee. 
  

	14.	 Deferral of Payment 



The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon vesting or other events with respect to
Restricted Stock Units, Other Stock-Based Awards or in payment or satisfaction of an Incentive Bonus. Notwithstanding anything herein to the contrary, in no event will any election to defer the delivery of Common Stock or any other payment with
respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code. No Award shall provide for deferral of
compensation that does not comply with Section 409A of the Code. The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board and the Committee shall have no liability to a Participant, or any
other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee in respect thereof. 

 

	15.	 Conditions and Restrictions Upon Securities Subject to Awards 



The Committee may provide that the Common Stock issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award
shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award,
including conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the Common Stock issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Common
Stock already owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by
the Participant of any shares of Common Stock issued under an Award, including (a) restrictions under an insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of
sales 

  
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by the Participant and holders of other Company equity compensation arrangements, (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers and
(d) provisions requiring Common Stock be sold on the open market or to the Company in order to satisfy tax withholding or other obligations. 
  

	16.	 Adjustment of and Changes in the Stock 



(a) The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding), and the
number and kind of shares of Common Stock subject to the limits set forth in Section 5, shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split,
reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of
shares of Common Stock outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Plan and subject to Awards as if they were all outstanding on
the record date for such event or transaction or to increase the number of such shares of Common Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s securityholders. The terms of any
outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock subject to such Award, vesting, performance criteria, and other terms to reflect the foregoing events, which adjustments need
not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued or issuable pursuant to such an adjustment. 

(b) In the event there shall be any other change in the number or kind of outstanding shares of Common Stock, or any stock or other securities
into which such Common Stock shall have been changed, or for which it shall have been exchanged, by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment
to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such change described in this paragraph, the Committee may accelerate the time or times at which any Award may
be exercised, consistent with and as otherwise permitted under Section 409A of the Code, and may provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion. 

(c) In the event of a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any holder, may
effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder: 

(i) accelerate vesting or waive any forfeiture conditions; 

(ii) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited
period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate; 

  
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 (iii) redeem in whole or in part outstanding Awards by requiring the
mandatory surrender to the Company of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall
thereupon cancel such Awards and pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Incentive Bonus, which the Committee may separately require to be surrendered in exchange for cash or other
consideration determined by the Committee in its discretion) equal to the Change in Control Price, less the exercise price with respect to an Option or SAR, as applicable to such Awards; provided, however, that to the extent the exercise of an
Option or SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration; or 
 (iv) make such
adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary
thereof). 
 Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving
company in the transaction (or any parent or subsidiary thereof) does not assume or continue outstanding Awards or issue substitute awards upon the Change in Control, in a manner determined by the Committee, in its sole discretion, pursuant to this
Section 16(c), all Awards that are not assumed, continued or substituted for shall be treated as follows effective immediately prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant shall have
the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (B) in the case of any Award the vesting of which is in whole or in part subject to
performance criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to
receive a payment based on target level achievement or actual performance through a date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding Restricted Stock, Restricted Stock Units or Other
Stock-Based Awards (other than those referenced in subsection (B)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. In no event shall any
action be taken pursuant to this Section 16(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A
of the Code. 
 (d) Notwithstanding anything in this Section 16 to the contrary, an adjustment to an Option or
Stock Appreciation Right under this Section 16 shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section 409A of the Code. 

 

	17.	 Transferability 



Each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of
descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, (a) outstanding Options may be exercised following the
Participant’s death by the Participant’s beneficiaries or as permitted by the Committee and (b) as 

  
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and to the extent permitted by the Committee, a Participant may transfer or assign an Award as a gift to any “family member” (as such term is defined for purposes of the Registration
Statement on Form S-8) (an “Assignee Entity”), provided that such Assignee Entity shall be entitled to exercise assigned Options and Stock Appreciation Rights only during the lifetime
of the assigning Participant (or following the assigning Participant’s death, by the Participant’s beneficiaries or as otherwise permitted by the Committee) and provided further that such Assignee Entity shall not further sell, pledge,
transfer, assign or otherwise alienate or hypothecate such Award. 
  

	18.	 Compliance with Laws and Regulations 



(a) This Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or
deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency
as may be required. The Company shall not be required to register in a Participant’s name or deliver Common Stock prior to the completion of any registration or qualification of such shares under any foreign, federal, state or local law or any
ruling or regulation of any government body which the Committee shall determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the
failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained. No Option shall be exercisable and no Common Stock shall be issued and/or transferable under any other Award unless a
registration statement with respect to the Common Stock underlying such Option is effective and current or the Company has determined, in its sole and absolute discretion, that such registration is unnecessary. 

(b) In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the
Committee may, in its sole discretion, modify the provisions of the Plan or of such Award, or create sub-plans, as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax
policy. The Committee may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization
for Participants employed outside their home country. 
  

	19.	 Withholding 



To the extent required by applicable federal, state, local or foreign law, the Committee may, and/or a Participant shall, make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise with respect to any Award or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant rights under an Award, to
issue shares of Common Stock or to recognize the disposition of such shares of Common Stock until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by the Company
withholding cash from any compensation otherwise payable to or for the benefit of a Participant, the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other Award held
by the Participant, or by the Participant tendering to the Company cash or, if allowed by the Committee, shares of Common Stock. 

  
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	20.	 Amendment of the Plan or Awards 



The Board may amend, alter, suspend or terminate the Plan, and the Committee may amend or alter any Award Agreement or other document evidencing an Award made
under this Plan; however, except as provided pursuant to the provisions of Section 16, no such amendment shall, without the approval of the stockholders of the Company: 

(a) increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan; 

(b) reduce the price at which Options may be granted below the price provided for in Section 8(a); 

(c) reprice outstanding Options or SARs as described in Sections 8(b) and 9(b); 

(d) extend the term of this Plan; 

(e) change the class of Persons eligible to be Participants; 

(f) increase the individual maximum limits in Section 5(e); or 

(g) otherwise amend the Plan in any manner requiring stockholder approval by law or the rules of any stock exchange or market or quotation
system on which the Common Stock is traded, listed or quoted. 
 No amendment or alteration to the Plan or an Award or Award Agreement shall be made which
would materially impair the rights of the holder of an Award without such holder’s consent; provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change in Control that
such amendment or alteration (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of, or avoid adverse financial accounting consequences under, any accounting
standard, (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or (iii) that any such diminishment of benefits provided under such Award has been adequately compensated. 

 

	21.	 No Liability of Company 



The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board, the Committee and any delegate thereof shall not
be liable to a Participant or any other person as to: (a) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction
the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the
receipt, vesting, exercise or settlement of any Award granted hereunder. 

  
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	22.	 Non-Exclusivity of Plan 



Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating
any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of equity awards otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases. 
  

	23.	 Governing Law 



This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and
applicable federal law. Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or
applicability. 
  

	24.	 No Right to Employment, Reelection or Continued Service 



Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to
terminate any Participant’s employment, service on the Board or service at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself confer upon any Participant any right to continue his or her employment or
service for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates. Subject to Sections 4 and 20, this Plan
and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries and/or its Affiliates. 

 

	25.	 Specified Employee Delay 



To the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A of the Code, such
payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of the Code) upon Separation from Service before the date that is
six months after the specified employee’s Separation form Service (or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus
one day following the specified employee’s Separation from Service (or, if earlier, as soon as administratively practicable after the specified employee’s death). 
  

	26.	 No Liability of Committee Members 



No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or
her capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty
or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or 

  
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liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such Person’s own fraud or willful
bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such Persons may be entitled under the Company’s Certificate of Incorporation and Bylaws (as each may be amended from time to time), as a matter of law, pursuant to any individual agreement or otherwise, or any power
that the Company may have to indemnify them or hold them harmless. 
  

	27.	 Severability 



If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person 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 stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award shall remain in full force and
effect. 
  

	28.	 Unfunded Plan 



The Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the Company with respect to their Awards. If the
Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or
insolvency. 
  

	29.	 Clawback/Recoupment 



Awards granted under this Plan will be subject to recoupment in accordance with any clawback policy that the Company adopts or is required to adopt pursuant to
the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In
addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of Common
Stock or other cash or property upon the occurrence of misconduct. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive
termination” (or any similar term) as such terms are used in any agreement between any Participant and the Company. 
  

	30.	 Beneficiary Designation 



Participants may designate beneficiaries with respect to Awards under the Plan in accordance with the procedures determined by the Committee. In the absence of
a beneficiary designation, a Participant’s estate will be the deemed beneficiary. 

  
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	31.	 Interpretation 



Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the
plural. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather
shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement,
instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan. 

  
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