EX-10.16



 Exhibit 10.16 

BARGAIN HOLDINGS, INC. 

2012 EQUITY INCENTIVE PLAN 
  

	Article 1.	Establishment & Purpose 

 1.1 Establishment. Bargain Holdings, Inc., a
Delaware corporation (the “Company”), hereby establishes the 2012 Equity Incentive Plan (this “Plan”) as set forth herein. 

1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and
consultants of the Company and its Subsidiaries, and to promote the success of the Company’s business by providing them with appropriate incentives and rewards either through a proprietary interest in the long-term success of the Company or
compensation based on fulfilling certain performance goals. The Plan is a “compensatory benefit plan” within the meaning of Rule 701 under the Securities Act, and all Awards granted under the Plan are intended to qualify for an
exemption from the registration requirements (i) under the Securities Act, including, without limitation, pursuant to Rule 701 of the Securities Act or Regulation D and (ii) under applicable state securities laws. 

 

	Article 2.	Definitions 

 Capitalized terms used and not otherwise defined herein shall have the
meanings set forth below. 
 2.1 “Affiliate” means, with respect to any specified Person, any other Person
that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Unless otherwise specifically indicated, when used herein, the term Affiliate shall refer to an Affiliate of the Company.

 2.2 “Award” means any Option, Stock Appreciation Right, Restricted Stock or Other Stock-Based Award that
is granted under this Plan. 
 2.3 “Award Agreement” means either (a) a written agreement entered into
by the Company and a Participant setting forth the terms and provisions applicable to an Award, or (b) a written statement signed by an authorized officer of the Company to a Participant describing the terms and provisions of the actual grant
of such Award. 
 2.4 “Board” means the Board of Directors of the Company. 

2.5 “Cause” means, unless otherwise set forth in an Award Agreement: 

(a) if a Participant has an effective employment agreement or service agreement with the Company or a Subsidiary that defines
“Cause” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination of Service; or, in the absence of such an effective employment agreement, service agreement or definition, 







 (b) termination of a Participant’s Service because of: (i) a material breach by the
Participant of any of his or her obligations under any agreement with the Company or any of its Subsidiaries (including, without limitation, agreements which may have other parties) or any written lawful policy of the Company or any of its
Subsidiaries, including, without limitation, any breach by the Participant of any restrictive covenants by which the Participant is bound, or the failure or refusal of the Participant to substantially perform the duties required of him or her as an
employee or other service provider of the Company or any of its Subsidiaries; (ii) misappropriation or theft of the Company’s or any of its Subsidiaries’ funds or property; (iii) the Participant’s conviction of, or plea of
guilty or nolo contendere to, any fraud, misappropriation, embezzlement or similar act, felony or crime involving dishonesty or moral turpitude; (iv) the Participant’s commission of any act involving willful misconduct or gross negligence
or the Participant’s failure to act involving material nonfeasance; (v) the Participant’s engaging in any act of dishonesty, violence or threat of violence (including any violation of federal securities laws) which is or could
reasonably be expected to be injurious to the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates; (vi) a finding of the Participant’s breach of any of the Participant’s fiduciary duties
to the Company or any of its Subsidiaries or Affiliates or any of their respective stockholders; or (vii) the Participant’s habitual drunkenness or substance abuse which materially interferes with the Participant’s ability to
discharge the Participant’s duties, responsibilities and obligations to or with the Company or any of its Subsidiaries. 
 2.6
“CCMP” means CCMP Capital Investors II, L.P. and CCMP Capital Investors (Cayman) II, L.P., and any successor legal entities to the foregoing Persons as a result of a merger, consolidation or similar reorganization. 

2.7 “Change of Control” means, unless otherwise specified in an Award Agreement, the closing of any transaction
or series of related transactions, whether or not the Company is a party thereto, (a) in which, after giving effect to such transaction or transactions, the Company equity securities representing in excess of fifty percent (50%) of the
voting power of the Company are owned directly, or indirectly through one or more entities, by any Person or “group” (as such term is used in Section 13(d) of the Exchange Act) of Persons other than CCMP and any of its Affiliates
and/or Mark Butler and his Affiliates, or (b) in which there is a sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including securities of the Company’s
directly or indirectly owned subsidiaries (if any)). 
 Notwithstanding anything to the contrary herein, and solely for the purpose of determining the
timing of payment or timing of distribution of any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A, a Change of Control shall not be deemed to occur under the Plan
unless the Change of Control also constitutes a “change in the ownership” of the Company, a “change in effective control” of the Company, or a “change in the ownership of a substantial portion of the assets” of the
Company under Treasury Regulations § 1.409A-3(i)(5), or any successor provision. 

  
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 2.8 “Code” means the U.S. Internal Revenue Code of 1986, as
amended from time to time. 
 2.9 “Committee” means the compensation committee of the Board or, to the extent
no such committee exists, the Board or any other committee designated by the Board to administer this Plan in accordance with Article 3 of this Plan. 

2.10 “Consultant” means any Person who provides bona fide services to the Company or any Subsidiary as a
consultant or advisor, excluding any Employee or Director. 
 2.11 “Director” means a member of the Board, or
a member of the board of directors of any Subsidiary of the Company, who is not an Employee. 
 2.12
“Disability” means, unless otherwise set forth in an Award Agreement: 
 (a) if a Participant has an effective
employment agreement or service agreement with the Company or a Subsidiary that defines “Disability” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination of Service; or, in the absence
of such an effective employment agreement, service agreement or definition, 
 (b) a physical or mental disability or infirmity of the
Participant that prevents the normal performance of substantially all of the Participant’s duties for a period in excess of ninety (90) consecutive days or for more than one hundred eight (180) days in any consecutive twelve
(12) month period, as determined by a competent medical authority (selected by the Board). 
 2.13
“Employee” means an officer or other employee of the Company or any Subsidiary, including a member of the Board, or a member of the board of directors of any Subsidiary of the Company, who is such an employee. 

2.14 “Fair Market Value” means as of any day, with respect to the Shares: 

(a) if the Shares are immediately and freely tradable on a stock exchange or an over-the-counter market, the closing price per Share on the
preceding day, or if no trades were made on such date, the immediately preceding day on which trades were made; or 
 (b) in the absence of
such a market for the Shares, the fair value per Share as determined in good faith by the Committee and, for the purpose of determining the Option Price or grant price of an Award, consistent with the principles of Section 409A. 

2.15 “Good Reason” means, unless otherwise set forth in an Award Agreement, if a Participant has an effective
employment agreement or service agreement with the Company or a Subsidiary that defines “Good Reason” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination of Service. 

2.16 “Incentive Stock Option” means an Option intended to meet the requirements of an incentive stock option as
defined in Section 422 of the Code and designated as an Incentive Stock Option in accordance with Article 6 of this Plan. 

  
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 2.17 “IPO” has the meaning set forth in the Stockholders’
Agreement. 
 2.18 “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option. 

2.19 “Option” means any Option granted from time to time under Article 6 of this Plan. 

2.20 “Option Price” means the purchase price per Share subject to an Option, as determined pursuant to
Section 6.2 of this Plan. 
 2.21 “Other Stock-Based Award” means any Award granted under
Article 9 of this Plan. 
 2.22 “Participant” means any eligible Person as set forth in
Section 4.1 to whom an Award is granted. 
 2.23 “Person” shall be construed broadly and includes
any natural person, sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, governmental authority or any other organization, irrespective
of whether it is a legal entity and includes any successor (by merger or otherwise) of such entity. 
 2.24 “Restricted
Stock” means any Award granted under Article 8 of this Plan. 
 2.25 “Restriction Period”
means the period during which Restricted Stock awarded under Article 8 of this Plan is restricted. 
 2.26 “Section
409A” means Section 409A of the Code together with all regulations, guidance, compliance programs, and other interpretative authority thereunder. 

2.27 “Securities Act” means the Securities Act of 1933, as amended, together with the rules and regulations
promulgated thereunder. 
 2.28 “Service” means service as an Employee, Director or Consultant, and a
termination of Service shall not occur until a termination of Service with the Company and its Subsidiaries. 
 2.29
“Share” means a share of Class B non-voting common stock of the Company, par value $0.001 per share, or such other class or kind of shares or other securities resulting from the application of Article 11 of this
Plan. 
 2.30 “Stock Appreciation Right” means any right granted under Article 7 of this Plan. 

2.31 “Stockholders’ Agreement” means that certain Stockholders’ Agreement of the Company, entered
into as of September 28, 2012, by and among the Company and the stockholders listed on the signature pages thereto, as may be amended from time to time. 

  
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 2.32 “Subsidiary” means, with respect to any entity (the
“parent”), any corporation, limited liability company, company, firm, association or trust of which such parent, at the time in respect of which such term is used, (i) owns directly or indirectly through one or more Subsidiaries more
than fifty percent (50%) of the equity, membership interest or beneficial interest, on a consolidated basis, or (ii) owns directly or indirectly through one or more Subsidiaries, shares of the equity, membership interest or beneficial
interest having the power to elect more than fifty percent (50%) of the directors, trustees, managers or other officials having powers analogous to that of directors of a corporation. Unless otherwise specifically indicated, when used herein,
the term Subsidiary shall refer to a direct or indirect Subsidiary of the Company. 
 2.33 “Ten-Percent
Shareholder” means a Person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or a Subsidiary or Affiliate. 
  

	Article 3.	Administration 

 3.1 Authority of the Committee. This Plan shall be administered
by the Committee, which shall have full power to interpret and administer this Plan and Award Agreements and full authority to select the Directors, Employees and Consultants to whom Awards will be granted, determine the type and amount of Awards to
be granted to each such Director, Employee or Consultant, and the terms and conditions of such Awards. Without limiting the generality of the foregoing, the Committee may, in its sole discretion, interpret, clarify, construe or resolve any ambiguity
in any provision of this Plan or any Award Agreement, accelerate or waive vesting of Awards and exercisability of Awards, extend the term or period of exercisability of any Awards, modify the purchase price or Option Price of any Award, or waive any
terms or conditions applicable to any Award, subject to the limitations set forth in Section 12.2 of this Plan. Awards may, in the discretion of the Committee, be made under this Plan in assumption of, or in substitution for, outstanding
awards previously granted by the Company or a Subsidiary or a company acquired by the Company or with which the Company combines. The Committee shall have full and exclusive discretionary power to adopt rules, forms, instruments and guidelines for
administering this Plan as the Committee deems necessary or proper, subject to the limitations set forth in Section 12.2 of this Plan. Subject to Section 12.2, all actions taken and all interpretations and determinations made
by the Committee or by the Board (or any other committee or sub-committee thereof), as applicable, shall be final and binding upon the Participants, the Company and all other interested individuals. 

3.2 Delegation. The Committee may delegate to one or more of its members, one or more officers of the Company or any Subsidiary, or one
or more agents or advisors such administrative duties or powers as it may deem advisable. 
  

	Article 4.	Eligibility and Participation 

 4.1 Eligibility. Participants will consist of such
Employees, Directors and Consultants as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards under this Plan; provided, that, in the case of


  
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Option grants, subject to Section 6.1 of the Plan; provided, however, that Options and Stock Appreciation Rights may only be granted to those Employees, Directors and
Consultants with respect to whom the Company is an “eligible issuer” within the meaning of Section 409A. The designation of an individual as a Participant in any year shall not require that the Committee designate such individual to
receive an Award in any other year or to receive the same type or amount of Award in any other year. 
 4.2 Type of Awards. Awards
under this Plan may be granted in any one or a combination of: (a) Options; (b) Stock Appreciation Rights; (c) Restricted Stock; and (d) Other Stock-Based Awards. Awards granted under this Plan shall be evidenced by Award
Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, including, without limitation, restrictive covenants, as determined by the Committee in its sole discretion; provided,
however, that in the event of any conflict between the provisions of this Plan and any such Award Agreement, the provisions of the Plan shall prevail unless otherwise indicated in the Award Agreement. 

 

	Article 5.	Shares Subject to this Plan 

 5.1 Number of Shares Available for Awards. Subject
to adjustment as provided in this Article 5 and Article 11 of the Plan, the maximum number of Shares available for issuance to Participants pursuant to Awards under the Plan shall be 66,090.90. The Shares available for issuance under
the Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares. Any Shares tendered to or withheld by the Company as part or full payment for the purchase price, Option Price or grant price of an Award, or to satisfy
all or part of the Company’s tax withholding obligation with respect to an Award shall not be available for the issuance of additional Awards. 

5.2 Additional Shares. In the event that any outstanding Award expires or is forfeited, cancelled or otherwise terminated without
consideration (i.e., Shares or cash) therefor, the Shares subject to such Award, to the extent of any such forfeiture, cancellation, expiration or termination, shall again be available for Awards under this Plan. If the Committee authorizes the
assumption under this Plan, in connection with any merger, consolidation, reorganization or acquisition of property or stock, of awards granted under another plan, such assumption shall not reduce the maximum number of Shares available for issuance
under this Plan. 
  

	Article 6.	Options 

 6.1 Grant of Options. The Committee is hereby authorized to grant
Options to Participants; provided, that, the Directors, Employees and Consultants to whom Option grants shall be made and the number of Shares subject to any such Option grant (but excluding, in each case, any such grants to Mark
Butler) shall be determined by the Committee based upon the recommendations of Mark Butler for so long as he remains the Chief Executive Officer of Ollie’s Bargain Outlet, Inc. Each Option shall permit a Participant to purchase from the Company
a stated number of Shares at an Option Price established by the Committee, subject to the terms and conditions described in this Article 6 and to such additional terms and conditions, as established by the Committee, in its sole discretion,
as are consistent with the provisions of the Plan. Options shall be designated as either Incentive Stock Options or Nonqualified Stock 

  
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Options; provided, that, Options granted to Directors and Consultants shall be Nonqualified Stock Options. An Option granted as an Incentive Stock Option shall, to the extent it
fails to qualify under the Code as an Incentive Stock Option, be treated as a Nonqualified Stock Option. None of the Committee, the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall be liable to any
Participant or to any other Person if it is determined that an Option intended to be an Incentive Stock Option does not qualify under the Code as an Incentive Stock Option. Each Option shall be evidenced by an Award Agreement that shall state the
number of Shares covered by such Option. Such Award Agreements shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable. 

6.2 Option Price. The Option Price shall be determined by the Committee at the time of grant but shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant. In the case of any Incentive Stock Option granted to a Ten-Percent Shareholder, the Option Price shall not be less than one hundred ten percent (110%) of the Fair
Market Value of a Share on the date of grant. 
 6.3 Option Term. The term of each Option shall be determined by the Committee at the
time of grant and shall be stated in the Award Agreement, but in no event shall such term be greater than ten (10) years (or, in the case on an Incentive Stock Option granted to a Ten-Percent Shareholder, five (5) years). 

6.4 Time of Exercise. Options granted under this Article 6 shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve as set forth in each Award Agreement, which terms and restrictions need not be the same for each grant or for each Participant. 

6.5 Method of Exercise. Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable. For purposes of this Article 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date
full payment is received by the Company pursuant to clause (a), (b), (c), (d) or (e) of the following sentence (including the applicable tax withholding pursuant to Section 14.3 of the Plan). The aggregate Option Price for the
Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant: (a) in cash or its equivalent (e.g., by cashier’s check); (b) to the extent permitted by the
Committee, in its sole discretion, in Shares (whether or not previously owned by the Participant) having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed
by the Committee; (c) partly in cash and, to the extent permitted by the Committee, partly in such Shares (as described in (b) above); (d) to the extent permitted by the Committee, by reducing the number of Shares otherwise
deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased; or (e) if Shares are publicly traded on a national securities exchange at such
time, subject to such requirements as may be imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the
proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Committee may authorize any additional method of payment that it determines, in its sole discretion, to be consistent with applicable law and the purpose
of the Plan. 

  
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 6.6 Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to
employees of the Company or of a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) at the date of grant. The aggregate Fair Market Value (generally determined as of the
time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under all plans of the Company and of any “parent corporation” or
“subsidiary corporation” shall not exceed one hundred thousand dollars ($100,000), or the Option shall be treated as a Nonqualified Stock Option, but only to the extent of that portion of the Option in excess of the limit. For purposes of
the preceding sentence, unless otherwise designated by the Company, Incentive Stock Options will be taken into account in the order in which they are granted. Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option
shall be construed so that each Incentive Stock Option shall be an incentive stock option as defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that cannot be so construed shall be disregarded. During a
Participant’s lifetime Incentive Stock Options granted to such Participant shall be exercisable only by such Participant. 
  

	Article 7.	Stock Appreciation Rights 

 7.1 Grant of Stock Appreciation Rights. The Committee
is hereby authorized to grant Stock Appreciation Rights to Participants. Stock Appreciation Rights shall be evidenced by Award Agreements that shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall
deem advisable. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of: (a) the Fair
Market Value of a specified number of Shares on the date of exercise over (b) the grant price of the right as specified by the Committee on the date of the grant. Such payment may be in the form of cash, Shares, other property or any
combination thereof, as the Committee shall determine in its sole discretion. 
 7.2 Terms of Stock Appreciation Right. Each Stock
Appreciation Right grant shall be evidenced by an Award Agreement that shall state the grant price (which shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant), term, methods of exercise,
methods of settlement and such other provisions as the Committee shall determine. No Stock Appreciation Right shall have a term of more than ten (10) years from the date of grant. 

 

	Article 8.	Restricted Stock 

 8.1 Grant of Restricted Stock. The Committee is hereby
authorized to grant Restricted Stock to Participants. An Award of Restricted Stock is a grant by the Committee of a specified number of Shares to the Participant, which Shares are subject to forfeiture upon the occurrence of specified events.
Participants shall be awarded Restricted Stock in exchange for consideration not less than the minimum consideration required by applicable law. Restricted Stock shall be evidenced by an Award Agreement, which shall conform to the requirements of
the Plan and may contain such other provisions as the Committee shall deem advisable. 

  
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 8.2 Terms of Restricted Stock Awards. Each Award Agreement evidencing a Restricted Stock
grant shall specify the Restriction Period(s), the number of Shares of Restricted Stock subject to the Award, the purchase price, if any, of the Restricted Stock, the performance, employment or other service or other conditions (including the
termination of a Participant’s Service, whether due to death, Disability or other reason) under which the Restricted Stock may be forfeited to the Company and such other provisions as the Committee shall determine. Any Restricted Stock granted
under the Plan shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates (in which case, the certificate(s) representing such Shares shall be
legended as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and deposited by the Participant, together with a stock power endorsed in blank, with the Company, to be held in escrow during the Restriction
Period). At the end of the Restriction Period, the restrictions imposed hereunder and under the Award Agreement shall lapse with respect to the number of Shares of Restricted Stock as determined by the Committee, and, except as provided in
Section 14.6, the legend required by this Section 8.2 shall be removed and such number of Shares delivered to the Participant (or, where appropriate, the Participant’s legal representative). 

8.3 Voting and Dividend Rights. The Committee shall determine and set forth in a Participant’s Award Agreement whether or not a
Participant holding Restricted Stock granted hereunder shall have the right to receive dividends on the Restricted Stock during the Restriction Period (and, if so, on what terms). 

8.4 Performance Goals. The Committee may condition the grant of Restricted Stock or the expiration of the Restriction Period upon the
Participant’s achievement of one or more performance goals specified in the Award Agreement. If the Participant fails to achieve the specified performance goal(s), the Committee shall not grant the Restricted Stock to such Participant or the
Participant shall forfeit the Award of Restricted Stock to the Company, as applicable. 
 8.5 Section 83(b) Election. If a
Participant makes an election pursuant to Section 83(b) of the Code concerning Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company. 

 

	Article 9.	Other Stock-Based Awards 

 The Committee, in its sole discretion, may grant Awards of
Shares and Awards that are valued, in whole or in part, by reference to, or are otherwise based on the Fair Market Value of, Shares, including, without limitation, restricted stock units, dividend equivalent rights and other phantom awards. Such
Other Stock-Based Awards shall be in such form and dependent on such conditions as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the
completion of a specified period of Service, the occurrence of an event and/or the attainment of performance objectives. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the
number of Shares to be awarded under (or 

  
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otherwise related to) such Other Stock-Based Awards, whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares and all other terms and conditions
of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). Each Other Stock-Based Award grant shall be evidenced by an Award
Agreement, which shall conform to the requirements of the Plan. 
  

	Article 10.	Compliance with Section 409A of the Code 

 10.1 General. The Company intends
that the Plan and all Awards be construed to avoid the imposition of additional taxes, interest and penalties pursuant to Section 409A. Notwithstanding the Company’s intention, in the event that any Award is subject to such additional
taxes, interest or penalties pursuant to Section 409A, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Awards, adopt policies and procedures or take any other actions (including
amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (a) exempt the Plan and/or any Award from the application of Section 409A, (b) preserve the intended tax treatment of any such
Award or (c) comply with the requirements of Section 409A, including, without limitation, any such regulations, guidance, compliance programs and other interpretative authority that may be issued after the date of the grant. In no event
shall the Company or any of its Subsidiaries or Affiliates be liable for any additional tax, interest or penalties that may be imposed on a Participant under Section 409A or any damages for failing to comply with Section 409A. 

10.2 Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of
“nonqualified deferred compensation” (within the meaning of Section 409A) that are otherwise required to be made under the Plan or any Award Agreement to a “specified employee” (as defined under Section 409A) as a
result of his or her “separation from service” (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, until the date of
death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the day that immediately follows the end of such six-month period or as soon as administratively practicable thereafter. Any remaining
payments of nonqualified deferred compensation shall be paid without delay and at the time or times such payments are otherwise scheduled to be made. 

10.3 Separation from Employment or Other Service. A termination of Service shall not be deemed to have occurred for purposes of any
provision of the Plan or any Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service (but not for purposes of
determining vesting or forfeiture), unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A.
For purposes of any such provision of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment,” “termination of Service,” or like terms shall
mean “separation from service.” 

  
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	Article 11.	Adjustments 

 11.1 Adjustments in Authorized Shares. In the event of any corporate
event or transaction involving the Company and/or a Subsidiary (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, partial or
complete liquidation, reclassification, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend, amalgamation, IPO or other like
change in capital structure, distribution of any kind or any similar corporate event or transaction (other than normal cash dividends to stockholders of the Company), the Committee, to prevent dilution or enlargement of Participants’ rights
under the Plan, shall choose, in its sole discretion, one or more of the following actions, which the Committee shall take in an equitable manner, (a) substitute or adjust the number and kind of Shares or other property that may be issued under
the Plan or under particular forms of Awards, (b) substitute or adjust the number and kind of Shares or other property subject to outstanding Awards, (c) adjust the Option Price, grant price or purchase price applicable to outstanding
Awards and/or other value determinations (including performance conditions) applicable to the Plan or outstanding Awards, (d) permit the holders of outstanding Awards to participate in the corporate event or transaction, or (e) issue
additional Awards or Shares or make cash payments to the holders of outstanding Awards. All adjustments shall be made in good faith compliance with Section 409A. 

11.2 Change of Control. Upon the occurrence of a Change of Control after the Effective Date, unless otherwise specifically prohibited
under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee shall specify otherwise in the Award Agreement, the Committee is authorized (but not obligated) to
make adjustments in the terms and conditions of outstanding Awards, including without limitation the following (or any combination thereof): (a) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the
surviving company or corporation) or by the surviving company or corporation or its parent; (b) substitution by the surviving company or corporation or its parent of awards with substantially equivalent terms for outstanding Awards;
(c) accelerated exercisability, vesting and/or lapse of restrictions under outstanding Awards immediately prior to the occurrence of such event; (d) upon written notice, provide that any outstanding Awards must be exercised, to the extent
then exercisable, during a reasonable period of time immediately prior to the scheduled consummation of the event or such other period as determined by the Committee (contingent upon the consummation of the event), and at the end of such period,
such Awards shall terminate to the extent not so exercised within the relevant period; (e) cancellation of all or any portion of outstanding Awards for fair value (in the form of cash, Shares, other property or any combination thereof) as
determined in the sole discretion of the Committee and which value may be zero; provided, that, in the case of Options and Stock Appreciation Rights or similar Awards, the fair value may equal the excess, if any, of the value of the
consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Awards (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Awards or portion thereof
being canceled) over the aggregate Option Price or grant price, as applicable, with respect to such Awards or portion thereof being canceled, or if no such excess, zero; and (f) cancellation of all or any portion of outstanding unvested and/or
unexercisable Awards for no consideration. 

  
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	Article 12.	Duration; Amendment, Modification, Suspension and Termination 

 12.1 Duration of
Plan. Unless sooner terminated as provided in Section 12.2, this Plan shall terminate on the tenth anniversary of the Effective Date. 

12.2 Amendment, Modification, Suspension and Termination of Plan. Subject to the terms of the Plan, the Committee may, in its sole
discretion, amend, alter, suspend, discontinue or terminate this Plan or any portion thereof or any Award (or Award Agreement) hereunder at any time; provided, that, no action taken by the Committee shall adversely affect the rights
granted to any Participant under any outstanding Awards (other than pursuant to Article 10, in order to implement Article 11 or as the Committee deems necessary to comply with applicable law, including, without limitation, the
Dodd-Frank Wall Street Reform and Consumer Protection Act) without the Participant’s written consent. 
  

	Article 13.	Forfeiture of Awards Upon Termination of Service 

 13.1 Termination for Cause.
Unless otherwise provided in an Award Agreement, in the event that a Participant’s Service is terminated for Cause, all Awards, including vested Options and Stock Appreciation Rights, held by the Participant shall terminate and be forfeited
without consideration, effective on the date the Participant’s Service is terminated for Cause. 
 13.2 Termination Due to Death or
Disability. Unless otherwise provided in an Award Agreement, in the event that a Participant’s Service is terminated due to death or Disability, (a) all unvested Awards held by the Participant shall terminate and be forfeited without
consideration effective as of the date the Participant’s Service is terminated and (b) all vested Options and Stock Appreciation Rights shall terminate and be forfeited on the earlier of (i) one (1) year following the termination
of Service and (ii) the expiration of the term of such Options and Stock Appreciation Rights. 
 13.3 Termination Without Cause.
Unless otherwise provided in an Award Agreement, in the event that a Participant’s Service is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason and, in each case, other than as provided in
Section 13.2, (a) all unvested Awards held by the Participant shall terminate and be forfeited without consideration effective as of the date the Participant’s Service is terminated and (b) all vested Options and Stock
Appreciation Rights shall terminate and be forfeited on the earlier of (i) the date the term of such Options and Stock Appreciation Rights expires and (ii) ninety (90) days following the termination of the Participant’s Service.

 13.4 Termination for any Other Reason. Unless otherwise provided in an Award Agreement, in the event that a Participant’s
Service is terminated for any reason other than pursuant to Sections 13.1-13.3 above, (a) all unvested Awards held by the Participant shall terminate and be forfeited without consideration effective as of the date the Participant’s
Service is terminated and (b) all vested Options and Stock Appreciation Rights shall terminate and be forfeited on the earlier of (i) the date the term of such Options and Stock Appreciation Rights expires and (ii) thirty
(30) days following the termination of the Participant’s Service. 

  
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	Article 14.	General Provisions 

 14.1 No Right to Employment or Other Service or Award. The
granting of an Award under the Plan shall impose no obligation on the Company, any Subsidiary or any Affiliate to continue the Service of a Participant and shall not lessen or affect any right that the Company, any Subsidiary or any Affiliate may
have to terminate the Service of such Participant. No Participant or other Person shall have any claim to be granted any Award, and 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 (whether or not such Participants are similarly situated). 

14.2 Settlement of Awards. Each Award Agreement shall establish the form in which the Award shall be settled. The Committee shall
determine whether cash, Awards, other securities or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be issued, rounded, forfeited or otherwise eliminated. 

14.3 Tax Withholding. The Company shall have the power and the right to deduct or withhold automatically from any amount deliverable
under the Award or otherwise, or to require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable
event arising as a result of the Plan. Participants may elect, subject to the approval of the Committee, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market
Value equal to the minimum statutory total tax that could be imposed in connection with any such taxable event. 
 14.4 No Guarantees
Regarding Tax Treatment. Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan. The Committee and the Company make no guarantees to any Person regarding the tax treatment of Awards or
payments made under the Plan. Neither the Committee nor the Company has any obligation to take any action to prevent the assessment of any tax on any Person with respect to any Award under Section 409A, Section 280G or 457A of the Code or
otherwise, and none of the Company, any of its Subsidiaries or Affiliates or any of their employees, directors, officers, representatives, stockholders or Affiliates shall have any liability to a Participant with respect thereto. 

14.5 Non-Transferability of Awards. Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by
the Participant except in the event of the Participant’s death (subject to the applicable 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 or any Affiliate. No transfer shall be permitted for value or consideration. An award exercisable after the death of a Participant may be exercised by the heirs, legatees, personal representatives or distributees of
the Participant. Any permitted transfer of the Awards to heirs, legatees, personal representatives or distributees of the Participant shall not be effective to bind the Company unless the Committee shall have been furnished with written notice
thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. 

  
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 14.6 Stockholders’ Agreement; Conditions and Restrictions on Shares. Shares received
in connection with Awards granted hereunder shall be subject to all of the terms and conditions of the Stockholders Agreement, including all transfer restrictions, repurchase rights and “take along” rights set forth therein. As a condition
to receiving, exercising or settling an Award, if not already fully bound by the terms set forth in the Stockholders Agreement, each Participant shall sign a joinder agreement pursuant to which such Participant shall become fully bound by the terms
set forth in the Stockholders Agreement. The Committee may impose such other conditions or restrictions on any Shares received in connection with an Award as it may deem advisable or desirable. These restrictions may include, but shall not be
limited to, requirements that the Participant: (a) hold the Shares received for a specified period of time or (b) represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present
intention to sell or distribute such Shares. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any conditions and restrictions applicable to such Shares. 

14.7 Shares Not Registered. Shares and Awards shall not be issued under this Plan unless the issuance and delivery of such Shares and
any Awards comply with (or are exempt from) all applicable requirements of law, including, without limitation, the Securities Act, state securities laws and regulations and the regulations of any stock exchange or other securities market on which
the Company’s securities may then be traded. The Company shall not be obligated to file any registration statement under any applicable securities laws to permit the purchase or issuance of any Shares or any Awards under this Plan, and
accordingly, any certificates for Shares or documents granting Awards may have an appropriate legend or statement of applicable restrictions endorsed thereon. If the Company deems it necessary to ensure that the issuance of securities under this
Plan is not required to be registered under any applicable securities laws, each Participant with respect to whom such security would be purchased or issued shall deliver to the Company an agreement or certificate containing such representations,
warranties and covenants as the Company reasonably requires. 
 14.8 Awards to Non-U.S. Employees or Directors. To comply with the
laws in countries other than the United States in which the Company or any Subsidiary operates or has Employees, Directors or Consultants, the Committee, in its sole discretion, shall have the power and authority to: (a) determine which
Subsidiaries shall be covered by the Plan; (b) determine which Employees, Directors or Consultants outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Employees,
Directors or Consultants outside the United States to comply with applicable foreign laws; (d) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government
regulatory exemptions or approvals; and (e) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. 

14.9 Rights as a Stockholder. Except as otherwise provided herein or in the applicable Award Agreement, a Participant shall have none
of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. 

  
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 14.10 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
applicable laws, or, if it cannot be so 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. 
 14.11 Unfunded Plan. Participants shall
have no right, title or interest whatsoever in or to any investments that the Company or any of its Subsidiaries may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or other Person. To the extent that any Person acquires a right to receive
payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or
separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts. The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time. 

14.12 No Constraint on Corporate Action. Nothing in the Plan shall be construed to (a) limit, impair or otherwise affect the
Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets; or
(b) limit the right or power of the Company to take any action that it deems necessary or appropriate. 
 14.13 Successors. All
obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or
otherwise, of all or substantially all of the business or assets of the Company. 
 14.14 Governing Law. This Plan and each Award
Agreement and all claims or causes of action or other matters (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Plan or any Award Agreement or the negotiation, execution or performance of this Plan or
any Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict- or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Plan to the
substantive law of another jurisdiction. 
 14.15 Effective Date. The Plan shall be effective as of the date of adoption by the
Board, which date is set forth below (the “Effective Date”). 
 14.16 Stockholder Approval. The Plan will be
submitted for approval by the stockholders of the Company within twelve months of the Effective Date. Any Incentive Stock Options granted under the Plan prior to such approval of stockholders shall be effective as of the date of grant, but no such
Award may be exercised or settled and no restrictions relating to any 

  
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Award may lapse prior to such stockholder approval, and if stockholders fail to approve the Plan as specified hereunder, the Plan and any Award shall be terminated and cancelled without
consideration. 
 *        *        * 

This Plan was duly adopted and approved by the Board of Directors of the Company on the 28th day of September, 2012. 

  
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