EX-10.1





 Exhibit 10.1 

MULTI-COLOR CORPORATION 

AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN 












 TABLE OF CONTENTS 

 

									
	1.	  	Purposes	  	 	1	
			
	2.	  	Definitions	  	 	1	
			
	3.	  	Administration of the Plan	  	 	5	
		  	(a)	  	Authority of Committee	  	 	5	 
		  	(b)	  	Binding Authority	  	 	6	 
		  	(c)	  	Delegation of Authority	  	 	6	 
			
	4.	  	Eligibility	  	 	6	
			
	5.	  	Common Shares Subject to the Plan	  	 	6	
		  	(a)	  	Authorized Number of Common Shares	  	 	6	 
		  	(b)	  	Share Counting	  	 	7	 
		  	(c)	  	Award Limitations	  	 	7	 
		  	(d)	  	Shares to be Delivered	  	 	8	 
			
	6.	  	Awards to Participants	  	 	8	
		  	(a)	  	Stock Options	  	 	8	 
		  	(b)	  	Stock Appreciation Rights	  	 	10	 
		  	(c)	  	Restricted Shares and Restricted Share Units	  	 	11	 
		  	(d)	  	Performance-Based Exception	  	 	13	 
		  	(e)	  	Unrestricted Share Awards	  	 	14	 
			
	7.	  	Deferred Payment	  	 	14	
			
	8.	  	Dilution and Other Adjustments	  	 	14	
			
	9.	  	Change in Control	  	 	14	
			
	10.	  	Termination	  	 	14	
		  	(a)	  	Termination by Death, Disability, or Retirement	  	 	14	 
		  	(b)	  	Termination for Cause	  	 	15	 
		  	(c)	  	Other Terminations	  	 	15	 
		  	(d)	  	Limitation for ISOs	  	 	15	 
		  	(e)	  	Transfers and Leaves of Absence	  	 	15	 
			
	11.	  	Recoupment or Recovery Policy	  	 	16	
			
	12.	  	Miscellaneous Provisions	  	 	16	
		  	(a)	  	Rights as a Shareholder	  	 	16	 
		  	(b)	  	No Loans	  	 	16	 
		  	(c)	  	Assignment or Transfer	  	 	16	 
		  	(d)	  	Withholding Taxes	  	 	16	 
		  	(e)	  	No Rights to Awards	  	 	17	 


  
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		  	(f)	  	Beneficiary Designation	  	 	17	 
		  	(g)	  	Fractional Shares	  	 	17	 
		  	(h)	  	Unfunded Plan	  	 	17	 
		  	(i)	  	Severability	  	 	17	 
		  	(j)	  	Limitation of Liability	  	 	17	 
		  	(k)	  	Successors	  	 	18	 
		  	(l)	  	Code Section 409A Compliance	  	 	18	 
			
	13.	  	Effective Date, Amendments, Governing Law and Plan Termination	  	 	18	
		  	(a)	  	Effective Date	  	 	18	 
		  	(b)	  	Amendments	  	 	18	 
		  	(c)	  	Governing Law	  	 	19	 
		  	(d)	  	Plan Termination	  	 	19	 


  
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 MULTI-COLOR CORPORATION 

AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN 
  

	1.	 Purposes 



The purposes of the Plan are to provide long-term incentives to those persons with significant responsibility for the success
and growth of the Company, to align the interests of such persons with those of the Company’s shareholders, to assist the Company in recruiting, retaining and motivating employees and directors on a competitive basis and to link compensation to
performance. 
  

	2.	 Definitions 



For purposes of the Plan, the following capitalized terms shall have the meanings specified below: 

(a)        “Affiliate” has the meaning set forth in Rule 12b-2 under the
Exchange Act. 
 (b)        “Award” means a grant of Stock Options, Stock
Appreciation Rights, Restricted Shares or Restricted Share Units, or any or all of them, to a Participant. 

(c)        “Award Agreement” means an agreement, either in written or
electronic format, between the Company and a Participant setting forth the terms and conditions of an Award granted to the Participant. 

(d)        “Award Value” shall mean $65,000, subject to adjustment in
Section 6(c). 
 (e)        “Beneficial Owner” has the meaning given
in Rule 13d-3 under the Exchange Act. 
 (f)        “Board” means the
Board of Directors of the Company. 
 (g)        “Cause” means with
respect to any Participant, unless otherwise provided in the applicable Award Agreement, (i) the Participant’s conviction or misappropriation of money or other property or conviction of a felony, or a guilty plea or plea of nolo contendere
by Participant with respect to a felony, (ii) conduct by the Participant that is in competition with the Company, conduct by a Participant that breaches the Participant’s duty of loyalty to the Company or a Participant’s willful
misconduct, any of which materially injures the Company, (iii) a willful and material breach by the Participant of his or her obligations under any agreement entered into between the Participant and the Company that materially injures the
Company, or (iv) the Participant’s failure to substantially perform his or her duties with the Company (other than by reason of the Participant’s Disability). For Participants subject to Section 16 of the Exchange Act, the
determination of whether any conduct, action or failure to act constitutes “Cause” shall be made by the Committee in its sole discretion. 

(h)        “Change in Control” means the occurrence of any of the following
events: 












 (i)        Any Person (including a
“group” as defined in Section 14(d) of the Exchange Act) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 25% of the combined voting power of the Company’s
then-outstanding securities; provided, however, that no Change of Control shall be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; 

(ii)        During any consecutive 12 month period, individuals who at the beginning
of such 12 month period constitute the Board and any new director whose election to the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two–thirds of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority of the Board; 

(iii)        A reorganization, merger or consolidation of the Company in each case,
unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the Beneficial Owners of the Company’s outstanding voting securities immediately prior thereto beneficially own,
directly or indirectly, more than 80% of the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors resulting from such reorganization, merger or consolidation in
substantially the same proportions as their ownership immediately prior to such reorganization, merger or consolidation of the outstanding voting securities of the Company; or 

(iv)        A liquidation, dissolution, sale or other disposition of all or
substantially all of the assets of the Company (other than in a transaction in which all or substantially all of the individuals and entities who were the Beneficial Owners of the Company’s outstanding voting securities immediately prior to
such sale or other disposition beneficially own, directly or indirectly, substantially all of the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors of the acquiror
of such assets (either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such sale or other disposition). 

(i)        “Code” means the Internal Revenue Code of 1986, as amended, and
any rules, regulations or guidance promulgated thereunder. Any reference to the Code or a section thereof shall also refer to any successor Code or section. 

(j)        “Committee” means a committee appointed by the Board consisting
of at least three members of the Board, all meeting the definitions of “outside director” set forth in Code Section 162(m), “independent director” set forth in The Nasdaq Stock Market rules, and “non-employee
director” set forth in Rule 16b-3 of the Exchange Act, or any successor definitions adopted for a similar purpose by the Internal Revenue Service, any national securities exchange on which the Common Shares are listed or the Securities and
Exchange Commission. 
 (k)        “Common Share” or “Common
Shares” means one or more of the common shares, without par value, of the Company. 

  
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 (l)        “Company” means
Multi-Color Corporation, a corporation organized under the laws of the State of Ohio, its subsidiaries, divisions and affiliated businesses. 

(m)        “Date of Grant” means the date on which the Committee authorizes
the grant of an Award or such later date as may be specified by the Committee in such authorization. 

(n)        “Disability” means a Participant’s physical or mental
incapacity resulting from personal injury, disease, illness or other condition which (i) prevents him or her from performing his or her duties for the Company, as determined by the Committee or its designee, or (ii) results in his or her
termination of employment or service with the Company. The Committee may substitute a different definition for the term “Disability” in its discretion as it deems appropriate. 

(o)        “Effective Date” has the meaning set forth in Section 13(a).

 (p)        “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and any rules, regulations, schedules or guidance promulgated thereunder. Any reference to the Exchange Act or a section thereof shall also refer to any successor Exchange Act or section. 

(q)        “Exercise Price” means the purchase price of a Common Share
covered by a Stock Option or SAR, as applicable. 
 (r)        “Fair Market
Value” on any date means the closing price of the Common Shares as reported on The Nasdaq Stock Market or, if applicable, any other national securities exchange on which the Common Shares are principally traded, or, if there were no sales of
Common Shares on such date, then on the immediately preceding date on which there were any sales of Common Shares. If the Common Shares cease to be traded on a national securities exchange, the Fair Market Value shall be determined pursuant to a
reasonable valuation method prescribed by the Committee. In the case of an ISO (or Tandem SAR), Fair Market Value shall be determined by the Committee in accordance with Code Section 422. For Awards intended to be exempt from Code
Section 409A, Fair Market Value shall be determined by the Committee in accordance with Code Section 409A. 

(s)        “Full-Value Award” means Restricted Shares, Restricted Share
Units or unrestricted Common Shares. 
 (t)        “ISO” means an
Incentive Stock Option satisfying the requirements of Code Section 422 and designated as an ISO by the Committee. 

(u)        “Non-Employee Director” means a member of the Board who is not an
employee of the Company. 
 (v)        “NQSO” means a non-qualified Stock
Option that does not satisfy the requirements of Code Section 422 or that is not designated as an ISO by the Committee. 

(w)        “Participant” means a person eligible to receive an Award under
the Plan, as set forth in Section 4, and designated by the Committee to receive an Award subject to the conditions set forth in the Plan and any Award Agreement. 

  
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 (x)        “Performance-Based
Exception” means the performance-based exception to the deductibility limitations of Code Section 162(m), as set forth in Code Section 162(m)(4)(C). 

(y)        “Performance Goals” means the goals established by the Committee,
as described in Section 6(d)(ii). 
 (z)        “Performance
Measures” means the criteria set out in Section 6(d)(iii) that may be used by the Committee as the basis for a Performance Goal. 

(aa)        “Performance Period” means the period established by the
Committee during which the achievement of Performance Goals is assessed in order to determine whether and to what extent an Award that is conditioned on attaining Performance Goals has been earned. 

(bb)        “Person” shall have the meaning given in Section 3(a)(9) of
the Exchange Act, 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 shareholders of the Company in substantially the same proportions as their ownership
of Company securities. 
 (cc)        “Plan” means the Multi-Color
Corporation Amended and Restated 2012 Stock Incentive Plan, as amended and restated from time to time. 

(dd)        “Prior Plan” means the Multi-Color Corporation 2003 Stock
Incentive Plan, as it may have been amended and/or restated. 

(ee)        “Restricted Shares” means Common Shares that are subject to
restrictions, as described in Section 6(c). 
 (ff)        “Restricted
Share Units” means a right, as described in Section 6(c), denominated in Common Shares to receive an amount, payable in either cash, Common Shares, Restricted Shares, or a combination thereof, equal to the value of a specified number of
Common Shares. 
 (gg)        “Restriction Period” means, with respect to
any Full-Value Award, the period during which any risk of forfeiture or other restrictions set by the Committee, including performance restrictions, remain in effect until such time as they have lapsed under the terms and conditions of the
Full-Value Award or as otherwise determined by the Committee, including the Performance Period for Full-Value Awards intended to qualify for the Performance-Based Exception. 

(hh)        “Retirement” means, with respect to employees of the Company,
retirement with the Company at or after age 55 and, with respect to Non-Employee Directors of the Company, retirement at or after seven years of service. 

(ii)        “Securities Act” means the Securities Act of 1933, as amended,
and any rules, regulations, schedules or guidance promulgated thereunder. Any reference to the Securities Act or a section thereof shall also refer to any successor Securities Act or section. 

  
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 (jj)        “Stock Appreciation
Right” or “SAR” means the right, as described in Section 6(b), to receive a payment equal to the excess of the Fair Market Value of a Common Share on the date the SAR is exercised over the Exercise Price established for that SAR
at the time of grant, multiplied by the number of Common Shares with respect to which the SAR is exercised. 

(kk)        “Stock Option” means the right, as described in
Section 6(a), to purchase Common Shares at a specified price for a specified period of time. Stock Options include ISOs and NQSOs. 

(ll)        “Tandem SAR” means a SAR granted in tandem with a Stock Option.

  

	3.	 Administration of the Plan 



(a)        Authority of
Committee.     The Plan shall be administered by the Committee. Unless otherwise determined by the Board, the Compensation Committee of the Board shall serve as the Committee. The Committee shall have
all the powers vested in it by the terms of the Plan, such powers to include the sole and exclusive authority to (within the limitations described in the Plan): 

(i)        select Participants to be granted Awards under the Plan and grant Awards
pursuant to the terms of the Plan; 
 (ii)      determine the type, size and terms of the
Awards to be granted to each Participant; 
 (iii)      determine the time when Awards are to
be granted and any conditions that must be satisfied before an Award is granted; 

(iv)      establish objectives and conditions for earning an Award; 

(v)        determine all other terms and conditions, not inconsistent with the terms
of the Plan and any operative employment or other agreement, of any Award granted under the Plan, and determine the appropriate Award Agreement evidencing the Award; 

(vi)      determine whether the terms, conditions, and objectives for earning an Award have
been met, including, without limitation, any such determination or certification, as the case may be, required for compliance with Code Section 162(m); 

(vii)      modify or waive the terms and conditions of Awards granted under the Plan, not
inconsistent with the terms of the Plan and any operative employment or other agreement, accelerate the vesting, exercise or payment of an Award or cancel or suspend an Award; 

(viii)     determine whether the amount or payment of an Award should be reduced or eliminated, and
determine if, when and under what conditions payment of all or any part of any Award may be deferred; 

  
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 (ix)      determine the guidelines and/or
procedures for the payment or exercise of Awards; 
 (x)       determine whether an
Award should qualify, regardless of its amount, as deductible in its entirety for federal income tax purposes, including whether any Awards granted to an employee should qualify for the Performance-Based Exception; 

(xi)      adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan; 
 (xii)      construe, interpret, administer and implement the Plan, any Award
Agreements or related documents and correct any defect, supply an omission or reconcile any inconsistency in or between the Plan, any Award Agreement or related documents; and 

(xiii)     make factual determinations with respect to the Plan and any Awards and otherwise
supervise the administration of the Plan. 
 (b)        Binding
Authority. The Committee’s interpretations of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it under the Plan, shall be conclusive and binding on all parties, including
the Company, its shareholders and all Participants. 
 (c)        Delegation
of Authority. To the extent not prohibited by law or the rules of the national securities exchange on which the Company’s Common Shares are listed, the Committee may allocate its authority hereunder to one or more of its members
or delegate its authority hereunder to one or more Non-Employee Directors or one or more officers of the Company, except that no such allocation or delegation shall be permitted with respect to Awards intended to qualify for the Performance-Based
Exception, and may grant authority to employees of the Company to execute documents on behalf of the Committee or to otherwise assist in the administration and operation of the Plan. When the Committee delegates its authority hereunder to one or
more officers of the Company, it shall specify the total number of Awards that the officer or officers may award and the terms on which any Awards may be issued, offered or sold. In no event shall the Committee authorize any officer to designate
such officer as a recipient of any Awards. 
  

	4.	 Eligibility 



Subject to the terms and conditions of the Plan, the Committee may select, from all eligible persons, Participants to whom Awards shall be
granted under the Plan and shall determine the nature and amount of each Award. Eligible persons include any of the following individuals: (i) any officer or key employee of the Company, and (ii) any Non-Employee Director. All Awards shall
be evidenced by an Award Agreement, and Awards may be conditioned upon the Participant’s execution of an Award Agreement. 
  

	5.	 Common Shares Subject to the Plan 



(a)        Authorized Number of Common Shares. Unless otherwise
authorized by the Company’s shareholders and subject to this Section 5 and Section 8, the maximum aggregate 

  
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number of Common Shares available for issuance under the Plan is 1,250,000, plus (i) the number of Common Shares that, on the Effective Date, are available to be granted under the Prior Plan
but which are not then subject to outstanding awards under the Prior Plan, and (ii) the number of Common Shares subject to outstanding awards under the Prior Plan as of the Effective Date which thereafter are forfeited, settled in cash or
cancelled or expire. Upon the Effective Date, the Prior Plan will terminate; provided that all outstanding awards under the Prior Plan as of the Effective Date shall remain outstanding and shall be administered and settled in accordance with the
provisions of the Prior Plan, as applicable. 
 (i)         The maximum number
of Common Shares available for grant with respect to Full-Value Awards is 500,000. 

(ii)        The maximum number of Common Shares available for issuance with respect
to ISOs is 1,250,000. 
 (b)        Share Counting. The
following rules shall apply in determining the number of Common Shares available for grant under the Plan: 

(i)        Common Shares subject to any Award shall be counted against the maximum
share limitation as one Common Share for every Common Share subject thereto. 

(ii)       To the extent that any Award is forfeited, cancelled, settled in cash, returned
to the Company for failure to satisfy vesting requirements or other conditions of the Award or otherwise terminates without an issuance of Common Shares being made, the maximum share limitation shall be credited with one Common Share for each Common
Share subject to such Award, and such number of credited Common Shares may again be made subject to Awards under the Plan. 

(iii)      Any Common Shares tendered by a Participant or withheld as full or partial payment
of withholding or other taxes or as payment for the exercise or conversion price of an Award or repurchased by the Company with Stock Option proceeds shall not be added back to the number of Common Shares available for issuance under the Plan. Upon
exercise of a SAR, the number of Common Shares subject to the Award that are being exercised shall be counted against the maximum aggregate number of Common Shares that may be issued under the Plan on the basis of one Common Share for every Common
Share subject thereto, regardless of the actual number of Common Shares used to settle the SAR upon exercise. 

(iv)      Any Common Shares underlying Awards granted through the assumption of, or in
substitution for, outstanding awards previously granted to individuals who become employees of the Company as a result of a merger, consolidation, acquisition or other corporate transaction shall not, unless required by law or regulation, count
against the reserve of available Common Shares under the Plan. 

(c)        Award Limitations.    
Subject to the adjustment provisions of Section 8, the following limits shall apply with respect to Awards intended to quality for the Performance-Based Exception: 

  
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 (i)        The maximum aggregate
number of Common Shares that may be subject to Stock Options or SARs granted in any calendar year to any one Participant shall be 300,000 Common Shares. 

(ii)       The maximum aggregate number of Common Shares that may be subject to Full-Value
Awards granted in any calendar year to any one Participant shall be 100,000 Common Shares. 

(d)        Shares to be Delivered. Common Shares to be delivered
by the Company under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 
  

	6.	 Awards to Participants 



(a)        Stock Options. 

(i)        Grants.   Subject to the terms and conditions of the
Plan, Stock Options may be granted to Participants, in such number and upon such terms and conditions as the Committee determines, and may consist of ISOs or NQSOs. Stock options may be granted alone or with Tandem SARs. With respect to Stock
Options granted with Tandem SARs, the exercise of either such Stock Options or Tandem SARs will result in the simultaneous cancellation of the same number of Stock Options or Tandem SARs, as the case may be. 

(ii)       Exercise Price.     The Exercise Price shall be
equal to or, at the Committee’s discretion, greater than the Fair Market Value on the date the Stock Option is granted, unless the Stock Option was granted through the assumption of, or in substitution for, outstanding awards previously granted
to individuals who became employees of the Company as a result of a merger, consolidation, acquisition or other corporate transaction, in which case the assumption or substitution shall be accomplished in a manner that permits the Stock Option to be
exempt from Code Section 409A. 
 (iii)       Term.   The term of
Stock Options shall be determined by the Committee in its sole discretion, but in no event shall the term exceed ten years from the Date of Grant. 

(iv)       ISO Limits.   ISOs may be granted only to Participants who are
employees of the Company (or of any parent or subsidiary corporation within the meaning of Code Section 424) on the Date of Grant, and may only be granted to an employee who, at the time the Stock Option is granted, does not own more than ten
percent of the total combined voting power of all classes of stock of the Company (or of any parent or subsidiary corporation within the meaning of Code Section 424), unless (A) the Exercise Price is at least 110% percent of the Fair
Market Value on the Date of Grant, and (B) the ISO is not exercisable after five years from the Date of Grant. The aggregate Fair Market Value of all Common Shares, determined at the time the ISOs are granted, with respect to which ISOs are
exercisable by a Participant for the first time during any calendar year (under all plans of the Company) shall not exceed $100,000 or such other amount as may subsequently be specified by the Code. If such Fair Market Value exceeds the $100,000
limit, the ISOs exceeding the limit shall be treated as NQSOs, taking the Stock Options in the order each was granted. The terms of all ISOs shall be consistent with and contain or be deemed to contain all provisions required to qualify as an
“incentive stock option” under Code Section 422. 

  
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 (v)         No
Repricing. Subject to the adjustment provisions of Section 8, without the approval of the Company’s shareholders, (A) the Exercise Price for any outstanding Stock Option may not be decreased after the Date of Grant, (B) no
outstanding Stock Option may be surrendered to the Company as consideration for the grant of a new Stock Option with a lower Exercise Price, and (C) no other modifications to any outstanding Stock Option may be made that would be treated as a
“repricing” under the then applicable rules, regulations or listing requirements adopted by the national securities exchange on which the Common Shares are listed. 

(vi)       Form of Payment. Vested Stock Options may be exercised in whole or in
part, and the Exercise Price shall be paid to the Company at the time of exercise, subject to any applicable rules or regulations adopted by the Committee: 
  

	 	(A)	 to the extent permitted by applicable law, pursuant to cashless exercise procedures that are approved by the
Committee; 


  

	 	(B)	 through the tender of unrestricted Common Shares owned by the Participant (or by delivering a certification
or attestation of ownership of such Common Shares) valued at their Fair Market Value on the date of exercise; 


  

	 	(C)	 in cash or its equivalent; or 



 

	 	(D)	 by any combination of (A), (B), and (C) above. 



(vii)       No Dividends or Shareholder Rights.     No
dividends or dividend equivalents may be paid on Stock Options. Except as otherwise provided herein, a Participant shall have no rights as a holder of Common Shares covered by a Stock Option unless and until such Common Shares have been registered
to the Participant as the owner. 
 (viii)      Terms and Conditions of Non-Qualified
Options Eligible for Grant to Non-Employee Directors.   In the event and to the extent that the Board of Directors so determines, Non-Employee Directors shall be eligible to receive grants of NQSOs for Common Shares, in such number as
may be determined by the Board of Directors from time to time, upon appointment or election and/or immediately after each subsequent annual meeting of shareholders if such person is serving as a Non-Employee Director at such time either by virtue of
being re-elected or serving a term in excess of one year. All grants shall be made on the date of the event giving rise to the NQSO and shall have an Exercise Price of Fair Market Value on such date. Such grants shall vest in three equal annual
installments beginning on the first anniversary of such date and each anniversary thereafter or at such other time(s) as the Board or the Committee shall have otherwise determined. 

 

	 	(A)	 Any and all NQSOs granted to Non-Employee Directors shall be exercisable in the manner provided in
Section 6(a) for a term of ten years. 


  

	 	(B)	 Any and all NQSOs granted to Non-Employee Directors shall be transferable as provided in Section 12(c)
and shall terminate in 



  
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accordance with Section 10(a), except that the timing provisions of Subsections 10(a) and 10(c) may not be varied by Committee determination. 



 

	 	(C)	 Notwithstanding anything contained herein to the contrary, if at any time a Non-Employee Director holder of
a NQSO granted under the Plan becomes an employee, officer or director of or a consultant to an entity which the Committee determines is a competitor of the Company, such NQSO shall automatically terminate as of the date such conflicting
relationship was established. 


 (b)        Stock
Appreciation Rights. 
 (i)        Grants.  
Subject to the terms and provisions of the Plan, SARs may be granted to Participants, in such number and upon such terms and conditions as the Committee determines, and may be granted alone or as Tandem SARs. With respect to Tandem SARs, the
exercise of either such Stock Options or SARs will result in the simultaneous cancellation of the same number of Tandem SARs or Stock Options, as the case may be. 

(ii)       Exercise Price.     The
Exercise Price shall be equal to or, at the Committee’s discretion, greater than Fair Market Value on the date the SAR is granted, unless the SAR was granted through the assumption of, or in substitution for, outstanding awards previously
granted to individuals who became employees of the Company as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company, in which case the assumption or substitution shall be accomplished in a manner that
permits the SAR to be exempt from Code Section 409A. 

(iii)       Term.   The term of a SAR shall be determined
by the Committee in its sole discretion, but in no event shall the term exceed ten years from the Date of Grant; provided that, each SAR granted in tandem with a Stock Option shall terminate upon the termination or exercise of the related Stock
Option. 
 (iv)       No Repricing.   Subject to the adjustment
provisions of Section 8, without the approval of the Company’s shareholders, (A) the Exercise Price for any outstanding SAR may not be decreased after the Date of Grant, (B) no outstanding SAR may be surrendered to the Company as
consideration for the grant of a new SAR with a lower Exercise Price, and (C) no other modifications to any outstanding SAR may be made that would be treated as a “repricing” under the then applicable rules, regulations or listing
requirements adopted by the national securities exchange on which the Common Shares are listed. 

(v)       Form of Payment.   Vested SARs may be exercised in whole
or in part, and the Committee may authorize payment of a SAR in the form of cash, Common Shares valued at its Fair Market Value on the date of the exercise or a combination thereof, or by any other method as the Committee may determine. 

(vi)    Tandem SARs.   Tandem SARs may be exercised for all or part of the
Common Shares subject to the related Stock Option upon the surrender of the right to exercise 

  
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the equivalent portion of the related Stock Option. A Tandem SAR may be exercised only with respect to the Common Shares for which its related Stock Option is then exercisable. Notwithstanding
any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (A) the Tandem SAR will expire no later than the expiration of the underlying ISO; (B) the value of the payout with respect to
the Tandem SAR may be for no more than 100% of the excess of the Fair Market Value of the Common Shares subject to the underlying ISO at the time the Tandem SAR is exercised over the Exercise Price of the underlying ISO; and (C) the Tandem SAR
may be exercised only when the Fair Market Value of the Common Shares subject to the ISO exceeds the Exercise Price of the ISO. 

(vii)     No Dividends or Shareholder Rights.    No
dividends or dividend equivalents may be paid on SARs. Except as otherwise provided herein, a Participant shall have no rights as a holder of Common Shares covered by a SAR unless and until such Common Shares have been registered to the Participant
as the owner. 
 (c)        Restricted Shares and Restricted Share Units.

 (i)        Grants. Subject to the terms and provisions of
the Plan, Restricted Shares and Restricted Share Units may be granted to Participants in such number and upon such terms and conditions as the Committee determines. Restricted Shares will be registered in the name of the Participant and deposited
with the Company or its agent in certificated or book-entry form. The Committee shall grant Restricted Shares to each Non-Employee Director annually with the first such grant to be effective on the Effective Date. The number of Restricted Shares
granted to each Non-Employee Director each year shall be the number of Common Shares equal to the Award Value divided by the Fair Market Value of a Common Share on the date of grant. Notwithstanding the foregoing, the Committee may grant Stock
Options in lieu of or in addition to Restricted Shares. The Committee shall have the authority to establish the Award Value annually; provided, however, that the Award Value may not exceed $150,000 for any year. Unless otherwise determined by the
Committee, the restrictions on transfer with respect to Restricted Shares granted to Non-Employee Directors shall lapse as follows: (i) on the first anniversary of the date of grant with respect to
one-third of the Restricted Shares; (ii) on the second anniversary of the date of grant with respect to an additional one-third of the Restricted Shares; and (iii) and on the third anniversary of the
date of grant with respect to the remaining one-third of the Restricted Shares. 

(ii)       Restrictions. Restricted Shares or Restricted Share
Units may be granted at no cost or at a purchase price determined by the Committee, which may be less than the Fair Market Value, but subject to such terms and conditions as the Committee determines, including, without limitation: forfeiture
conditions, transfer restrictions, restrictions based upon the achievement of specific performance goals (Company-wide, divisional and/or individual), which may be based on one or more Performance Measures, time-based restrictions on vesting and/or
restrictions under applicable federal or state securities laws. Subject to Sections 9 and 10, for Awards to employees, no Restricted Shares or Restricted Share Units conditioned upon the achievement of performance shall be based on a Restriction
Period of less than one year, and, except as may be determined by the Committee, any Restriction Period based solely on continued employment or service (time-based) shall be for a minimum of three years, subject to (A) pro rata or graded
vesting prior to the expiration of such time-based Restriction Period, and 

  
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(B) acceleration due to the Participant’s death, Disability or Retirement, in each case as specified in the applicable Award Agreement; provided that the Restriction Period applicable to the
first vesting date of an Award subject to pro rata or graded vesting (as referenced in (A) above) may be for less than one year, provided the first vesting date is no earlier than the fiscal year-end date of the fiscal year during which the
Award was granted. To the extent the Restricted Shares or Restricted Share Units are intended to qualify for the Performance-Based Exception, except as may be determined by the Committee, the applicable restrictions shall be based on the achievement
of Performance Goals over a Performance Period, as described in Section 6(d). 

(iii)        Transfer Restrictions. Unless otherwise provided in
the applicable Award Agreement, during the Restriction Period, Restricted Shares and Restricted Share Units may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. In order to enforce the
limitations imposed upon the Restricted Shares, the Committee may (A) cause a legend or legends to be placed on any certificates evidencing such Restricted Shares, and/or (B) cause “stop transfer” instructions to be issued, as it
deems necessary or appropriate. 
 (iv)        Dividends and Voting
Rights.    Unless otherwise determined by the Committee, during the Restriction Period, Participants who hold Restricted Shares shall have the right to receive dividends in cash or other property or other distribution or
rights in respect of the Restricted Shares and shall have the right to vote the Restricted Shares as the record owners; provided that, unless otherwise determined by the Committee, any dividends or other property payable to a Participant during the
Restriction Period shall be distributed to the Participant only if and when the restrictions imposed on the applicable Restricted Shares lapse. Unless otherwise determined by the Committee, during the Restriction Period, Participants who hold
Restricted Share Units shall be credited with dividend equivalents in respect of such Restricted Share Units; provided that, unless otherwise determined by the Committee, such dividend equivalents shall be distributed (without interest) to the
Participant only if and when the restrictions imposed on the applicable Restricted Share Units lapse. Participants shall have no other rights as a shareholder with respect to Restricted Share Units unless otherwise determined by the Committee.
Notwithstanding the forgoing, no Restricted Shares or Restricted Share Units conditioned upon the achievement of performance shall provide the Participant with dividend or shareholder rights unless otherwise determined by the Committee; provided
that an Award Agreement may provide for payment (in money or shares) equal to the dividends paid on the number of Common Shares payable upon vesting of such Restricted Shares or Restricted Share Units or at any time prior thereto. 

(v)         Payment of Restricted Share Units. Restricted
Share Units that become payable in accordance with their terms and conditions shall be settled in cash, Common Shares, Restricted Shares, or a combination thereof, as determined by the Committee. 

(vi)        Ownership.    Restricted Shares
shall be registered in the name of the Participant on the books and records of the Company or its designee (or by one or more physical certificates if physical certificates are issued) subject to the applicable restrictions imposed by the Plan. At
the end of the Restriction Period that applies to Restricted Shares, the number of shares to which the Participant is entitled shall be delivered to the Participant free and clear of the restrictions, either in certificated or book-entry form. No
Common Shares shall be registered 

  
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in the name of the Participant with respect to Restricted Share Units, and Participants shall have no ownership interest in the Common Shares to which the Restricted Share Units relate, unless
and until payment is made in Common Shares. 

(vii)     Forfeiture.   If a Participant who holds Restricted
Shares or Restricted Share Units fails to satisfy the restrictions, terms or conditions applicable to the Award, except as otherwise determined by the Committee, or if such Participant’s service as a Non-Employee Director of the Company
terminates other than by death, Disability or Retirement prior to the expiration of the applicable Restriction Period, the Participant shall forfeit the Restricted Shares or Restricted Share Units. The Committee may at any time waive such
restrictions or accelerate the date or dates on which the restrictions will lapse; however, to the extent the Restricted Shares or Restricted Share Units are intended to qualify for the Performance-Based Exception, the provisions of
Section 6(d)(iv) will apply. 
 (d)        Performance-Based
Exception. 
 (i)        Grants. Subject to the
provisions of the Plan, Full-Value Awards granted in a manner that is intended to qualify for the Performance-Based Exception shall be conditioned upon the achievement of Performance Goals as the Committee shall determine, in its sole discretion.

 (ii)       Performance Goals.   Performance Goals shall be
based on one or more Performance Measures, over a Performance Period, as to be determined by the Committee. 

(iii)      Performance Measures.   The Performance Measure(s) may be
described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a subsidiary, division, department, region, function or business unit of the Company, and shall consist of one or more
or any combination of the following criteria: cash flow, profit, revenue, stock price, market share, sales, net income, operating income, return ratios, earnings per share, earnings (which may include an add back for taxes, interest, and/or
depreciation and amortization), operating earnings, profit margins, earnings per Common Share, favorable comparison to established budgets, return on shareholders’ equity, return on assets, attainment of strategic and operational initiatives,
comparisons with various stock market indices, reduction in costs or a combination of such factors, personal performance measures, working capital, total assets, net assets, return on sales, return on invested capital, gross margin, costs,
shareholders’ equity, shareholder return and/or productivity or productivity improvement. The Performance Goals based on these Performance Measures may be expressed in absolute terms or relative to the performance of other entities. 

(iv)      Treatment of Awards.    With respect to any
Full-Value Award that is intended to qualify for the Performance-Based Exception: (A) the Committee shall interpret the Plan and this Section 6(d) in light of Code Section 162(m), (B) the Committee shall not amend the Full-Value Award
in any way that would adversely affect the treatment of the Full-Value Award under Code Section 162(m), and (C) such Full-Value Award shall not vest or be paid until the Committee shall first have certified that the Performance Goals have
been achieved. 

  
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 (e)        Unrestricted Share
Awards. 
 Subject to the terms and provisions of the Plan, the Committee may grant awards of unrestricted Common
Shares to Participants in such number and upon such terms and conditions as the Committee determines in recognition of outstanding achievements or contributions by such Participants or otherwise. Unrestricted Common Shares issued on a bonus basis
may be issued for no cash consideration. 
  

	7.	 Deferred Payment 



Subject to the terms of the Plan, the Committee may determine that all or a portion of any Award to a Participant, whether it
is to be paid in cash, Common Shares or a combination thereof, shall be deferred or may, in its sole discretion, approve deferral elections made by Participants. Deferrals shall be for such periods and upon such terms as the Committee may determine
in its sole discretion, which terms shall comply with Code Section 409A. 
  

	8.	 Dilution and Other Adjustments 



In the event of any merger, reorganization, consolidation, liquidation, recapitalization, reclassification, redesignation,
stock dividend, other distribution other than ordinary cash dividends (whether in the form of cash, shares or otherwise), stock split, reverse stock split, spin off, combination, repurchase or exchange of shares or issuance of warrants or rights to
purchase shares or other securities, or other change in corporate structure affecting the Common Shares, the Committee shall make such adjustments in the aggregate number and type of Common Shares which may be delivered and the individual award
maximums as set forth in Section 5, the number and type of Common Shares subject to outstanding Awards and the Exercise Price or other price of Common Shares subject to outstanding Awards (provided the number of Common Shares subject to any
Award shall always be a whole number), as may be and to the extent determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
Such adjustment shall be conclusive and binding for all purposes of the Plan. Any such adjustment or lack of adjustment of an ISO or SAR shall be made in compliance with Code Sections 422 and 424, and no such adjustment shall be made that would
cause any Award which is or becomes subject to Code Section 409A to fail to comply with the requirements of Code Section 409A or is exempt from Code Section 409A to become subject to Code Section 409A. 

 

	9.	 Change in Control 



Notwithstanding any other provision of the Plan to the contrary, immediately upon the occurrence of a Change in Control, the
following provisions of this Section 9 shall apply except to the extent an Award Agreement provides for a different treatment (in which case the Award Agreement shall govern): all outstanding Stock Options and SARs vest and become fully
exercisable; and all Full-Value Awards become fully vested. 
  

	10.	 Termination 



(a)        Termination by Death, Disability, or Retirement.
  The terms and conditions of the Participant’s Award Agreement shall govern the extent, if at all, to which the vesting of any 

  
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Award is accelerated or forfeited due to a Participant’s death, Disability, or Retirement; provided that, for Full-Value Awards intended to qualify for the Performance-Based Exception, no
vesting may occur or no distribution may be made prior to the attainment of the Performance Goals. Notwithstanding anything to the contrary, the Committee may determine, in its sole discretion, in the case of any termination of a Participant’s
employment or service other than for Cause, that the restrictions on some or all of the Restricted Shares and Restricted Share Units awarded to such Participant shall immediately lapse and, to the extent the Committee deems appropriate, such shares
shall thereafter be immediately transferable and nonforfeitable. 

(b)        Termination for Cause.   If a
Participant’s employment or service terminates for Cause, (i) all Stock Options and SARs (or portions thereof) which have not been exercised, whether vested or not, and (ii) all Full-Value Awards, shall immediately be forfeited upon
termination, including such Awards that are subject to performance conditions (or unearned portions thereof). 

(c)        Other Terminations.    
If a Participant’s employment or service terminates, voluntarily or involuntarily, for any reason other than death, Disability, Retirement or Cause, (i) any vested portion of Stock Options or SARs held by the Participant at the time of
termination may be exercised for a period of three months (or such other period as the Committee may specify at or after the time of grant) from the termination date, or until the expiration of the original term of the Stock Option or SAR, whichever
period is shorter, (ii) no unvested portion of any Stock Option or SAR shall become vested, including such Awards that are subject to performance conditions (or unearned portions thereof), and (iii) all Full-Value Awards, including such
Awards that are subject to performance conditions (or unearned portions thereof), shall immediately be forfeited upon termination. Notwithstanding the foregoing, the Committee shall have the authority to determine that Stock Options or SARs held by
Participant who retires before attaining age 55 shall terminate on a date which is more than three months after the date such Participant’s employment terminates, provided that such termination date shall be on or before the expiration of the
original term of the Stock Option or SAR. 
 (d)        Limitation for
ISOs.   No ISO may be exercised more than three months following termination of employment for any reason (including Retirement) other than death or Disability, nor more than one year following termination of employment for
the reason of death or Disability (as defined in Code Section 422), or such Award will no longer qualify as an ISO and shall thereafter be, and receive the tax treatment applicable to, a NQSO. For this purpose, a termination of employment is
cessation of employment, under the rules applicable to ISOs, such that no employment relationship exists between the Participant and the Company. 

(e)        Transfers and Leaves of
Absence.    The transfer of a Participant within the Company shall not be deemed a termination of employment except as required by Code Sections 422 and 409A, and other applicable laws. The following leaves of
absences are not deemed to be a termination of employment: 
 (i)        if
approved in writing by the Company, for military service, sickness or any other purpose approved by the Company, and the period of absence does not exceed 90 days; 

  
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 (ii)        if in excess of 90
days, if approved in writing by the Company, but only if the Participant’s right to reemployment is guaranteed by statute or contract and provided that the Participant returns to work within 30 days after the end of such absence; and 

(iii)        subject to the restrictions of Code Section 409A and to the extent
that such discretion is permitted by law, if the Committee determines in its discretion that the absence is not a termination of employment. 
  

	11.	 Recoupment or Recovery Policy 



Any Award shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recoupment or
recovery policy adopted by the Company, Committee or Board, as thereafter amended, including any policy adopted to comply with the rules of any stock exchange on which the Common Shares are traded or the Securities and Exchange Commission. 

 

	12.	 Miscellaneous Provisions 



(a)        Rights as a Shareholder.   Except as otherwise
provided herein, a Participant shall have no rights as a shareholder with respect to Awards hereunder, unless and until the Common Shares have been registered to the Participant as the owner. 

(b)        No Loans.     No loans from
the Company to Participants shall be permitted in connection with the Plan. 

(c)        Assignment or Transfer.   Except as otherwise
provided under the Plan, no Award or any rights or interests therein shall be transferable other than by will or the laws of descent and distribution. The Committee may, in its discretion, provide that an Award (other than an ISO) is transferable
without the payment of any consideration to a Participant’s family member, subject to such terms and conditions as the Committee may impose. For this purpose, “family member” has the meaning given to such term in the General
Instructions to the Form S-8 registration statement under the Securities Act. All Awards shall be exercisable, during the Participant’s lifetime, only by the Participant or a person who is a permitted transferee pursuant to this
Section 12(c). Once awarded, the Common Shares (other than Restricted Shares) received by Participants may be freely transferred, assigned, pledged or otherwise subjected to lien, subject to the restrictions imposed by the Securities Act,
Section 16 of the Exchange Act and the Company’s Insider Trading Policy, each as amended. Notwithstanding any other provision in this Plan to the contrary, no provisions of this Plan or any Award Agreement shall restrict the ability of:
(i) any Investor Directors (as defined in the Investor Rights Agreement entered into as of October 3, 2011, by and between the Company and the stockholders of the Company whose names appear on the signature pages thereof (the
“Investors”)) to assign their rights or interests in any Award to an Investor or an Affiliate thereof with which such Investor Director is employed or otherwise affiliated (an “Investor Assignee”); or (ii) the Company to
satisfy its obligations to Investor Directors hereunder with respect to granting Awards to which they may be entitled by entering into an Award Agreement with any such Investor Assignee. 

(d)        Withholding Taxes.   The Company
shall have the right to deduct from all Awards paid in cash to a Participant any taxes required by law to be withheld with respect to such Awards. All statutory minimum applicable withholding taxes arising with respect to Awards


  
 16 













 
paid in Common Shares to a Participant shall be satisfied by the Company retaining Common Shares having a Fair Market Value on the date the tax is to be determined that is equal to the amount of
such statutory minimum applicable withholding tax (rounded, if necessary, to the next lowest whole number of Common Shares); provided, however, that, subject to any restrictions or limitations that the Company deems appropriate, a Participant may
elect to satisfy such statutory minimum applicable withholding tax through cash or cash proceeds. 

(e)        No Rights to Awards.   Neither the Plan nor any
action taken hereunder shall be construed as giving any person any right to be retained in the employ or service of the Company, and the Plan shall not interfere with or limit in any way the right of the Company to terminate any person’s
employment or service at any time. Except as set forth herein, no employee or other person shall have any claim or right to be granted an Award under the Plan. By accepting an Award, the Participant acknowledges and agrees that (i) the Award
will be exclusively governed by the Plan, including the right of the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except, to the extent the terms of the Award so provide, for Awards
already granted under the Plan), (ii) the Participant is not entitled to future award grants under the Plan or any other plan, and (iii) the value of any Awards received shall be excluded from the calculation of termination or other severance
payments or benefits. 
 (f)        Beneficiary
Designation.     To the extent allowed by the Committee, each Participant under the Plan may name any beneficiary or beneficiaries to whom any benefit under the Plan is to be paid in case of his or her death before he or
she receives all of such benefit. Unless the Committee determines otherwise, each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee and shall be effective only when received
in writing by the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate. 

(g)        Fractional Shares.   Fractional Common
Shares shall not be issued or transferred under an Award, but the Committee may direct that cash be paid in lieu of fractional shares or may round off fractional shares, in its discretion. 

(h)        Unfunded Plan.   The Plan shall be unfunded
and any benefits under the Plan shall represent an unsecured promise to pay by the Company. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the
Participant any rights that are greater than those of a general unsecured creditor of the Company. 

(i)        Severability.   
 If any provision of the Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included. 
 (j)        Limitation of Liability.
  Members of the Board and the Committee and officers and employees of the Company who are their designees 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 gross or willful misconduct in the performance of their duties hereunder. 

  
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(k)        Successors.    All obligations of
the Company with respect to Awards granted under the Plan shall be binding on any successor to the Company, whether as a result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company. 
 (l)        Code
Section 409A Compliance.   Each Award granted under the Plan is intended to be either exempt from or in compliance with the requirements of Code Section 409A and any regulations or guidance
that may be adopted thereunder, including any transition relief available under applicable guidance. The Plan may be amended or interpreted by the Committee as it determines appropriate in accordance with Code Section 409A and to avoid a plan
failure under Code Section 409A(a)(1). If a Participant is a “specified employee” as defined in Code Section 409A at the time of the Participant’s separation from service with the Company, then solely to the extent necessary to
avoid the imposition of any additional tax under Code Section 409A, the commencement of any payments or benefits under an Award shall be deferred until the date that is six months following the Participant’s separation from service (or
such other period as required to comply with Code Section 409A). 
  

	13.	 Effective Date, Amendments, Governing Law and Plan Termination 



(a)        Effective Date.     The Effective Date of
the Plan is the date on which the Company’s shareholders approve the Plan at a duly held shareholder meeting. 

(b)        Amendments. 

(i)        Amendment of the Plan.   The
Committee or the Board may at any time terminate or amend the Plan in whole or in part, but no such action shall materially and adversely affect any rights or obligations with respect to any Awards granted prior to the date of such termination or
amendment without the consent of the affected Participant, except to the extent that the Committee reasonably determines that such termination or amendment is necessary or appropriate to comply with applicable law or the rules and regulations of any
stock exchange on which the Common Shares are traded or to preserve any intended favorable, or avoid any unintended unfavorable, tax effects for the Company, Plan or Participants. Notwithstanding the foregoing, unless the Company’s shareholders
shall have first approved the amendment, no amendment of the Plan shall be effective if the amendment would: (A) increase the maximum number of Common Shares that may be delivered under the Plan or to any one individual (except to the extent
made pursuant to Section 8 hereof), (B) extend the maximum period during which Awards may be granted under the Plan, (C) add to the types of awards that can be made under the Plan, (D) modify the requirements as to eligibility for
participation in the Plan, (E) permit a repricing or decrease the Exercise Price to less than the Fair Market Value on the Date of Grant of any Stock Option or SAR, except for adjustments made pursuant to Section 8, (F) materially increase
benefits to Participants, including, without limitation, in excess of the limitations in Section 6(c)(i) hereof, or (G) otherwise require shareholder approval pursuant to the Plan or applicable law or the rules of the principal securities
exchange on which Common Shares are traded. 
 (ii)        Amendment
of Awards.    The Committee may amend, prospectively or retroactively, the terms of an Award, provided that no such amendment is inconsistent with the 

  
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terms of the Plan or would materially and adversely affect the rights of any Participant without his or her written consent. 

(c)        Governing Law.   To the extent not preempted by
Federal law, the Plan and all Award Agreements are construed in accordance with and governed by the laws of the State of Ohio. The Plan is not intended to be governed by the Employment Retirement Income Security Act of 1974, and shall be so
construed and administered. 
 (d)        Plan
Termination.    No Awards shall be made under the Plan after the tenth anniversary of the Effective Date. 

Amended by Shareholders on August 8, 2018 

  
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