Exhibit 10.1


 


ABM Industries
INCORPORATED

2021 EQUITY and INCENTIVE Compensation PLAN


 


1.             Purpose.
The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its
Subsidiaries, and certain Consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service
and/or performance.


 


2.             Definitions.
Except as otherwise provided herein, the following are the definitions used in this Plan:


 


(a)           “Affiliate”
means a person that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, the person specified. 


 


(b)           “Appreciation
Right” means a right granted pursuant to Section 5 of this Plan.


 


(c)           “Base
Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.


 


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


 


(e)           “Cash
Incentive Award” means a cash award granted pursuant to Section 8 of this Plan.


 


(f)           “Change
in Control” has the meaning set forth in Section 12 of this Plan.


 


(g)          “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder, as such law and regulations may
be amended from time to time.


 


(h)          “Committee”
means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer
this Plan pursuant to Section 10 of this Plan. Each member of the Committee shall qualify as (i) a “independent”
director under the applicable definition of the New York Stock Exchange or other securities exchange upon which the Common Stock is listed
and (ii) a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act.


 


(i)           “Common
Stock” means the common stock, par value $.01 per share, of the Company or any security into which such common stock may be changed
by reason of any transaction or event of the type referred to in Section 11 of this Plan.


 


(j)           “Company”
means ABM Industries Inc., a Delaware corporation, and its successors.


 


(k)           “Consultant”
means a natural person that provides bona fide services to the Company and/or its Affiliates; provided, however, that a Consultant shall
not include a person whose services are in connection with the offer or sale of the Company’s securities in a capital-raising transaction
including, directly or indirectly, the promotion or maintenance of a market for the Company’s securities.


 


(l)           “Date
of Grant” means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares,
Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of
Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective
(which date will not be earlier than the date on which the Committee takes action with respect thereto).


 


(m)           “Director”
means a member of the Board.


 


(n)           “Effective
Date” means the date this Plan is approved by the Stockholders.


 


(o)           “Evidence
of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee
that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may
be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by
a representative of the Company or a Participant.


 






     


     


    

 





(p)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, as such
law, rules and regulations may be amended from time to time.


 


(q)           “Incentive
Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422 of
the Code or any successor provision.


 


(r)           “Incumbent
Directors” means the individuals who, as of the Effective Date, are Directors of the Company and any individual becoming a Director
subsequent to the Effective Date whose election, nomination for election by the Company’s stockholders or appointment was approved
by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without objection to such nomination); provided, however,
that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result
of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal
of Directors or other actual or threatened solicitation of proxies or consents (including through the use of any proxy access procedures
set forth in the Company’s organizational documents) by or on behalf of a Person other than the Board.


 


(s)           “Management
Objectives” means performance objective or objectives established pursuant to this Plan for Participants who have received grants
of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation
Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan and include, but is not limited
to, objectives related to: absolute or relative stockholder return; earnings per share; stock price; return on equity; return on invested
capital; net earnings; income from continuing operations; related return ratios; cash flow; net earnings growth; earnings before interest,
taxes, depreciation and amortization (“EBITDA”); gross or operating margins; operating profit; productivity ratios; expense
targets; operating efficiency; market share; customer retention and/or satisfaction; safety; diversity; employee recruitment, engagement,
retention and/or training; employee satisfaction; environmental performance or goals, working capital targets (including, but not limited
to days sales outstanding); sales; return on assets; revenues; decrease in expenses; increase in funds from operations (“FFO”);
and increase in FFO per share, any of which may be measured either in absolute terms or as compared
to any incremental increase or as compared to results of a peer group. If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events
or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or
the goals or actual levels of achievement regarding the Management Objectives, in whole or in part, as the Committee deems appropriate
and equitable.


 


(t)            “Market
Value per Share” means, as of any particular date, the closing price of a share of Common Stock as reported for that date on the
New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on any other national securities exchange
on which the Common Stock is listed, or if there are no sales on such date, on the prior trading day before which a sale occurred. If
there is no regular public trading market for the Common Stock, then the Market Value per Share shall be the fair market value as determined
in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is
stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of
the Code.


 


(u)           “Optionee”
means the optionee named in an Evidence of Award evidencing an outstanding Option Right.


 


(v)           “Option
Price” means the purchase price payable on exercise of an Option Right.


 


(w)          “Option
Right” means the right to purchase Common Stock upon exercise of an award granted pursuant to Section 4 of this Plan.


 


(x)           “Participant”
means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) a non-employee Director,
(ii) an officer or other employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such capacity
within 90 days of the Date of Grant, or (iii) a Consultant.


 


(y)           “Performance
Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant
to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance
Share or Performance Unit are to be achieved.


 






     


     


    

 





(z)           “Performance
Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8
of this Plan, and may be payable in cash, Common Stock or a combination thereof.


 


(aa)         “Performance Unit”
means a bookkeeping entry award granted pursuant to Section 8 of this Plan that records a unit equivalent to $1.00
or such other value as is determined by the Committee, and may be payable in cash, Common Stock or a combination thereof.


 


(bb)         “Plan” means
this ABM Industries Inc. 2021 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time.


 


(cc)         “Predecessor Plan”
means the ABM Industries Inc. 2006 Equity Incentive Plan, as Amended and Restated on March 7, 2018.


 


(dd)         “Restricted Stock”
means Common Stock granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture
nor the prohibition on transfer has expired.


 


(ee)         “Restricted Stock
Units” means an award made pursuant to Section 7 of this Plan of the right to receive Common Stock, cash or a
combination thereof at the end of the applicable Restriction Period.


 


(ff)          “Restriction Period”
means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this
Plan.


 


(gg)        “Stockholder”
means an individual or entity that owns one or more shares of Common Stock.


 


(hh)        “Spread”
means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with
respect to the Appreciation Right.


 


(ii)           “Subsidiary”
means a corporation, company or other entity (i) where more than 50% of whose outstanding shares or securities (representing the right
to vote for the election of directors or other managing authority) are or (ii) which does not have outstanding shares or securities (as
may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more
than 50% of whose ownership interest representing the right generally to make decisions for such other entity, is, now or hereafter, owned
or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person
may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the
Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes
of stock issued by such corporation.


 


(jj)           “Voting Stock”
means securities entitled to vote generally in the election of directors.


 


3.             Shares
Available Under this Plan.


 


(a)           Maximum
Shares Available Under this Plan.


 


		(i)	Subject to adjustment as provided in Section 11 of this Plan and the share counting rules
set forth in Section 3(b) of this Plan, the number of shares of Common Stock available under this Plan for awards of (A)
Option Rights or Appreciation Rights, (B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E)
awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan
will not exceed, in the aggregate, 3,975,000. Such shares may be shares of original issuance or treasury shares or a combination of the
foregoing.



 


		(ii)	Subject to the share counting rules set forth in Section 3(b) of this Plan, the aggregate
number of shares of Common Stock available under Section 3(a)(i) of this Plan will be reduced by one share of Common Stock
for every one share of Common Stock subject to an award granted under this Plan.



 






     


     


    

 





(b)           Share
Counting Rules.


 


		(i)	Except as provided in Section 22 of this Plan or herein, if any award granted under this
Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Stock subject to such award
will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under Section
3(a)(i) above.



 


		(ii)	If, after the Effective Date, any Common Stock subject to an award granted under the Predecessor Plan
is forfeited, or an award granted under the Predecessor Plan (in whole or in part) is cancelled or forfeited, expires, is settled for
cash, or is unearned, the Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement,
or unearned amount, be available for awards under this Plan.



 


		(iii)	Notwithstanding anything to the contrary contained in this Plan: (A) shares of Common Stock withheld by
the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable)
to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (B) shares of Common Stock
withheld by the Company, tendered or otherwise used to satisfy tax withholding will not be added (or added back, as applicable) to the
aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (C) shares of Common Stock subject
to a share-settled Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the
exercise thereof will not be added back to the aggregate number of shares of Common Stock available under Section 3(a)(i)
of this Plan; and (D) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise
of Option Rights will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section
3(a)(i) of this Plan.



 


		(iv)	If, under this Plan, a Participant has elected to give up the right to receive cash compensation in exchange
for Common Stock based on fair market value, such Common Stock will not count against the aggregate limit under Section 3(a)(i)
of this Plan.



 


(c)           Limit
on Incentive Stock Options. Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as provided
in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company
upon the exercise of Incentive Stock Options will not exceed 3,975,000 shares of Common Stock.


 


(d)           Non-Employee
Director Compensation Limit. Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director
in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as
applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of
$750,000.


 


(e)           Minimum
Vesting Requirement. Except in the case of Substitute Awards and Cash Incentive Awards, awards granted under this Plan to Participants
shall either be subject to a minimum vesting or minimum performance period, in the case of Performance Shares and Performance Units, of
one year. Notwithstanding the foregoing, (i) the Committee may authorize acceleration of vesting of such awards in the event of the
Participant’s death, disability, termination of employment or service or the occurrence of a Change in Control, (ii) the Committee
may grant awards without the above-described minimum requirements with respect to awards covering up to 5% of the aggregate number of
shares authorized for issuance under this Plan, and (iii) with respect to awards granted to non-employee Directors, the vesting of
such awards will be deemed to satisfy the minimum vesting requirement to the extent that the awards vest based on the approximate one-year
period beginning on each regular annual meeting of the Company’s stockholders and ending on the date of the next regular annual
meeting of the Company’s stockholders (in no case will the minimum vesting requirement be less than 50 weeks).


 






     


     


    

 





4.            Option
Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants
of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:


 


(a)           Each
grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in Section 3
of this Plan.


 


(b)          Each
grant will specify an Option Price per share of Common Stock, which Option Price (except with respect to awards under Section 22
of this Plan) may not be less than the Market Value per Share on the Date of Grant.


 


(c)           Each
grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer of
immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Stock owned by the Optionee having a
value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee,
by the withholding of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement,
(iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee.


 


(d)          Each
grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary, if any, that is necessary
before any Option Rights or installments thereof will vest, and provide for any other terms that are consistent with the terms of this
Plan.


 


(e)          Any
grant of Option Rights may specify Management Objectives regarding the vesting of such rights.


 


(f)           Option
Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under particular provisions
of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only
be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.


 


(g)          No
Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the
automatic exercise of an Option Right upon such terms and conditions as established by the Committee.


 


(h)          Option
Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


 


(i)           Each
grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain
such terms and provisions, consistent with this Plan, as the Committee may approve.


 


5.             Appreciation
Rights.


 


(a)           The
Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of
Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the
Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.


 


(b)           Each
grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in
the following provisions:


 


		(i)	Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the
Company in cash, Common Stock or any combination thereof.



 


		(ii)	Each grant will specify the period or periods of continuous service by the Participant with the Company
or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest, and provide for any other
terms that are consistent with the terms of this Plan.



 






     


     


    

 





		(iii)	Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such Appreciation
Rights.



 


		(iv)	Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents
thereon.



 


		(v)	Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will
be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.



 


(c)           Also,
regarding Appreciation Rights:


 


		(i)	Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect
to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant; and



 


		(ii)	No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.
The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions
as established by the Committee.



 


6.            Restricted
Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of
Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of
the requirements, contained in the following provisions:


 


(a)           Each
such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration
of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial
risk of forfeiture and restrictions on transfer hereinafter described.


 


(b)           Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than
the Market Value per Share on the Date of Grant.


 


(c)           Each
such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of
forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant
or until achievement of Management Objectives referred to in Section 6(e) of this Plan.


 


(d)           Each
such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability
of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant
(which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to
a continuing substantial risk of forfeiture while held by any transferee).


 


(e)           Any
grant of Restricted Stock may specify Management Objectives regarding the vesting of such Restricted Stock.


 


(f)           Notwithstanding
anything to the contrary contained in this Plan, Restricted Stock may provide for continued vesting or the accelerated vesting of such
Restricted Stock, and any other terms consistent with the terms of this Plan.


 


(g)           Any
such grant or sale of Restricted Stock may require that any and all dividends or other distributions paid thereon during the period of
such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to the same restrictions
as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock shall be deferred until,
and paid contingent upon, the vesting of such Restricted Stock.


 


(h)           Each
grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the
Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon
will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered,
endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the Company’s transfer agent in book
entry form with appropriate restrictions relating to the transfer of such Restricted Stock.


 






     


     


    

 


7.             Restricted
Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or
sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject
to all of the requirements, contained in the following provisions:


 


(a)           Each
such grant or sale will constitute the agreement by the Company to deliver Common Stock or cash, or a combination thereof, to the Participant
in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement
regarding Management Objectives) during the Restriction Period as the Committee may specify.


 


(b)           Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than
the Market Value per Share on the Date of Grant.


 


(c)           Notwithstanding
anything to the contrary contained in this Plan, Restricted Stock Units may provide for continued vesting or the accelerated lapse or
other modification of the Restriction Period, and any other terms consistent with the terms of this Plan.


 


(d)           During
the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership
in the Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may,
at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent
basis, either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents or other distributions
on Common Stock underlying Restricted Stock Units shall be deferred until and paid contingent upon the vesting of such Restricted Stock
Units.


 


(e)           Each
grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned.
Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Stock or cash, or a
combination thereof.


 


(f)            Each
grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan
and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 


8.            Cash
Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions
as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize
any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:


 


(a)           Each
grant will specify the number or amount of Performance Shares or Performance Units, or cash amount payable with respect to a Cash Incentive
Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.


 


(b)           The
Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will be such period of
time as will be determined by the Committee, which may be subject to continued vesting or accelerated lapse or other modification, and
provide for any other terms consistent with the terms of this Plan.


 


(c)           Each
grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives regarding the earning of the
award.


 


(d)           Each
grant will specify the time and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that have been earned.


 


(e)           The
Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to
the holder thereof either in cash or in additional shares of Common Stock, which dividend equivalents shall be subject to deferral
and payment on a contingent basis based on the Participant’s earning and vesting of the Performance Shares or Performance
Units, as applicable, with respect to which such dividend equivalents are paid.


 






     


     


    

 


(f)           Each
grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award
will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 


9.             Other
Awards.


 


(a)           Subject
to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant to
any Participant of Common Stock or such other awards that may be denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such shares, including, without
limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, purchase
rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company or specified Subsidiaries,
Affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book
value of the shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries or Affiliates or other
business units of the Company. The Committee will determine the terms and conditions of such awards. Common Stock delivered pursuant to
an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid
for at such time, by such methods, and in such forms, including, without limitation, Common Stock, other awards, cash, notes or other
property, as the Committee determines.


 


(b)           Cash
awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section
9.


 


(c)           The
Committee may authorize the grant of shares of Common Stock as a bonus, or may authorize the grant of other awards in lieu of obligations
of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements,
subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.


 


(d)           The
Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this
Section 9 on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided, however,
that dividend equivalents or other distributions on Common Stock underlying awards granted under this Section 9 shall be
deferred until and paid contingent upon the earning and vesting of such awards.


 


(e)           Each
grant of an award under this Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject
to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve, and will specify the
time and terms of delivery of the applicable award.


 


(f)           Notwithstanding
anything to the contrary contained in this Plan, awards under this Section 9 may provide for the continued earning or vesting
of, or accelerated elimination of restrictions applicable to, such award, and any other terms consistent with the terms of this Plan.


 


10.           Administration
of this Plan.


 


(a)           This
Plan will be administered by the Committee; provided, that, at the discretion of the Board, the Plan may be administered by the Board,
including with respect to the administration of any responsibilities and duties so delegated to the Committee. The Committee may from
time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation,
references in this Plan to the Committee will be deemed to be references to such subcommittee.


 


(b)           The
interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents)
and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document
will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In
addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the
express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or
may be deemed to constitute a limitation on the authority of the Committee.


 






     


     


    

 


(c)           To
the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one
or more agents or advisors, such duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom
duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility
the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution, authorize one or more officers
of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards
under this Plan and (ii) determine the size of any such awards; provided, however, that the Committee will not delegate
such responsibilities to any such officer for awards granted to an employee who is an officer (for purposes of Section 16 of the Exchange
Act) or a Director.


 


11.           Adjustments.
The Committee shall make or provide for such adjustments in the number of and kind of Common Stock covered by outstanding Option Rights,
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable,
in the number of and kind of Common Stock covered by other awards granted pursuant to Section 9 of this Plan, in the Option
Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other
award terms, as the Committee, in its sole discretion, determines, in good faith, is equitably required to prevent dilution or enlargement
of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution
for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine
to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that
complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price,
respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee
may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right
or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified
in Section 3 of this Plan as the Committee in its sole discretion, determines, in good faith, is appropriate to reflect
any transaction or event described in this Section 11.


 


12.           Change
in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this
Plan or as otherwise provided in another plan or agreement applicable to the Participant, a “Change in Control” will be deemed
to have occurred upon the occurrence (after the Effective Date) of any of the following events:


 


(a)           any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) (A) is or
becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 35% of the combined voting
power of the then-outstanding Voting Stock of the Company or succeeds in having nominees as directors elected in an “election contest”
within the meaning of Rule 14a-12(c) under the Exchange Act (including through the use of any proxy access procedures set forth in the
Company’s organizational documents) and (B) within 18 months after either such event, individuals who were members of the Board
immediately prior to either such event cease to constitute a majority of the members of the Board; or


 


(b)           a
majority of the Board ceases to be comprised of Incumbent Directors; or


 


(c)           the
consummation of a reorganization, merger, consolidation, plan of liquidation or dissolution, recapitalization or sale or other disposition
of all or substantially all of the assets of the Company or the acquisition of the stock or assets of another corporation, or other transaction
(each, a “Business Transaction”), unless, in any such case, (A) no Person (other than the Company, any entity resulting from
such Business Transaction or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such
entity resulting from such Business Transaction) beneficially owns, directly or indirectly, 35% or more of the combined voting power of
the then-outstanding shares of Voting Stock of the entity resulting from such Business Transaction (or, if it is such resulting entity,
the Company) and (B) at least one-half of the members of the board of directors of the entity resulting from such Business Transaction
were Incumbent Directors at the time of the execution of the initial agreement providing for such Business Transaction.


 






     


     


    

 





13.         Detrimental
Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation
or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended
to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either
(a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment
or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition,
notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation
or forfeiture of an award or the forfeiture and repayment to the Company of any Common Stock issued under and/or any other benefit related
to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the
Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange
Commission or any national securities exchange or national securities association on which the Common Stock may be traded.


 


14.         Non-U.S.
Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for
such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of
the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency,
as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee
may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the
secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner
as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent
with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further
approval by the Stockholders.


 


15.           Transferability.


 


(a)           Except
as otherwise determined by the Committee, and subject to compliance with Section 17(b) of this Plan and Section 409A of
the Code, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Cash Incentive
Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this
Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted
under this Plan be transferred for value. Where transfer is permitted, references to “Participant” shall be construed, as
the Committee deems appropriate, to include any permitted transferee to whom such award is transferred. Except as otherwise determined
by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her
or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf
of the Participant in a fiduciary capacity under state law or court supervision.


 


(b)           The
Committee may specify on the Date of Grant that part or all of the shares of Common Stock that are (i) to be issued or transferred by
the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted
Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk
of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions
on transfer, including minimum holding periods.


 


16.           Withholding
Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in
connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to
the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such
taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment
of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Stock, and such Participant
fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the
Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the
foregoing, when the Participant is required to pay the Company an amount required to be withheld under applicable income,
employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation,
in whole or in part, by having withheld, from the shares of Common Stock required to be delivered to the Participant, shares of
Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of Common Stock
held by such Participant. The Committee may also provide for automatic and mandatory withholding of shares of Common Stock from an
award by the Company in connection with the Participant’s satisfaction of such obligations. The Common Stock used for tax or
other withholding will be valued at an amount equal to the fair market value of such Common Stock on the date the benefit is to be
included in Participant’s income. In no event will the fair market value of the Common Stock to be withheld and delivered
pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be
withheld and not result in adverse accounting consequences, (ii) such additional withholding amount is authorized by the Committee,
and (iii) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable
transaction. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or
other obligation that may arise in connection with the disposition of Common Stock acquired upon the exercise of Option Rights.


 






     


     


    

 


17.           Compliance
with Section 409A of the Code.


 


(a)           To
the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of
the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and
any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A
of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department
of the Treasury or the Internal Revenue Service.


 


(b)           Neither
a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within
the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation
(within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and
grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries.


 


(c)           If,
at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant
will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by
the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes
deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to
the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the
Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on
the tenth business day of the seventh month after such separation from service.


 


(d)           Solely
with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable
on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control),
a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective
control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined
under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies
with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award.


 


(e)           Notwithstanding
any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of
Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems
necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will
be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s
account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and
neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any
or all of such taxes or penalties.


 


18.           Amendments.


 


(a)           The
Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an
amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of
this Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the
number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this
Plan, or (iv) must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of the New York
Stock Exchange or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon
which the Common Stock is traded or quoted, all as determined by the Board, then, such amendment will be subject to approval by the
Stockholders and will not be effective unless and until such approval has been obtained.


 






     


     


    

 


(b)           Except
in connection with a corporate transaction or event described in Section 11 of this Plan or in connection with a Change
in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price
of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following
a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other
awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of
the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without approval by the Stockholders. This
Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights
and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision
of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders.


 


(c)           If
permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of termination of employment or
service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant
holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk
of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction
Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned,
or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer
restriction, or who holds Common Stock subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan,
the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation
Right or other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on
transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares
or Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other
limitation or requirement under any such award.


 


(d)           Subject
to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under this Plan prospectively
or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will materially
impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination
of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in
full on the date of termination.


 


19.           Governing
Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal
substantive laws of the State of Delaware.


 


20.           Effective
Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made after the Effective Date under the
Predecessor Plan, provided that outstanding awards granted under the Predecessor Plan will continue unaffected following the Effective
Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such
date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions
of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plan, as applicable.


 


21.           Miscellaneous
Provisions.


 


(a)           The
Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the elimination
of fractions or for the settlement of fractions in cash.


 


(b)           This
Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s
employment or other service at any time.


 


(c)           Except
with respect to Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any Option Right
that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to
such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision
of this Plan.


 






     


     


    

 





(d)           No
award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or shares thereunder, would be,
in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction
over this Plan.


 


(e)           Absence
on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination
of service of any employee for any purposes of this Plan or awards granted hereunder.


 


(f)           No
Participant will have any rights as a Stockholder with respect to any Common Stock subject to awards granted to him or her under this
Plan prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company.


 


(g)           The
Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the
Participant.


 


(h)           Except
with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of Common
Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended
to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances and settlements include
the crediting of dividend equivalents or interest on the deferral amounts.


 


(i)           If
any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under
any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable
laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect.


 


22.           Share-Based
Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:


 


(a)           Awards
may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation
rights, restricted stock, restricted stock units or other share or share-based awards held by awardees of an entity engaging in a corporate
acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as
of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A
of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need
not comply with other specific terms of this Plan, and may account for Common Stock substituted for the securities covered by the original
awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original
awards, adjusted to account for differences in stock prices in connection with the transaction.


 


(b)           Any
Common Stock that is issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company
under Sections 22(a) of this Plan will not reduce the shares of Common Stock available for issuance or transfer under
this Plan or otherwise count against the limits contained in Section 3 of this Plan. In addition, no shares of Common Stock
subject to an award that is granted by, or becomes an obligation of, the Company under Sections 22(a) of this Plan, will
be added to the aggregate limit contained in Section 3(a)(i) of this Plan pursuant to the share recycling provisions set
forth in Section 3(b) of this Plan.