AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN



 Exhibit 10.1 
 KVH INDUSTRIES, INC. 
 AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN 
 (AS AMENDED ON JULY 26, 2007) 
 SECTION 1. General
Purpose of the Plan; Definitions. 
 The purpose of this KVH Industries, Inc. 2006 Stock Incentive Plan (the “Plan”) is to
encourage and enable officers and employees of, and other persons providing services to, KVH Industries, Inc. (the “Company”) and its Affiliates to acquire a proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their
desire to remain with the Company. 
 The following terms shall be defined as set forth below: 
 “Affiliate” means a parent corporation, if any, and each subsidiary corporation of the Company, as those terms are defined in Section 424
of the Code. 
 “Award” or “Awards”, except where referring to a particular category of grant under the Plan, shall
include Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards and Restricted Stock Units and Other Stock Unit Awards. Awards shall be evidenced by a written agreement (which may be in electronic form and may be electronically
acknowledged and accepted by the recipient) containing such terms and conditions not inconsistent with the provisions of this Plan as the Committee shall determine. 
 “Board” means the Board of Directors of the Company. 
 “Cause” shall mean, with respect
to any Award holder, a determination by the Company (including the Board) or any Affiliate that the holder’s employment or other relationship with the Company or any such Affiliate should be terminated as a result of (i) a material breach
by the Award holder of any agreement to which the Award holder and the Company (or any such Affiliate) are parties, (ii) any act (other than retirement) or omission to act by the Award holder that may have a material and adverse effect on the
business of the Company, such Affiliate or any other Affiliate or on the Award holder’s ability to perform services for the Company or any such Affiliate, including, without limitation, the proven or admitted commission of any crime (other than
an ordinary traffic violation), or (iii) any material misconduct or material neglect of duties by the Award holder in connection with the business or affairs of the Company or any such Affiliate. 
 “Change of Control” shall have the meaning set forth in Section 14. 







 “Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related
rules, regulations and interpretations. 
 “Committee” shall have the meaning set forth in Section 2. 
 “Disability” means disability as set forth in Section 22(e)(3) of the Code. 
 “Effective Date” means the date on which the Plan is approved by the Board of Directors as set forth in Section 16. 
 “Eligible Person” shall have the meaning set forth in Section 4. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” on any given date means the closing price per share of the Stock on such date as reported by such registered national
securities exchange on which the Stock is listed, or, if the Stock is not listed on such an exchange, as quoted on the National Association of Securities Dealers Automated Quotation System, Inc. (“NASDAQ”); provided, that, if there is no
trading on such date, Fair Market Value shall be deemed to be the closing price per share on the last preceding date on which the Stock was traded. If the Stock is not listed on any registered national securities exchange or quoted on NASDAQ, the
Fair Market Value of the Stock shall be determined in good faith by the Committee. 
 “Incentive Stock Option” means any Stock
Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code. 
 “Non-Employee
Director” means any director who: (i) is not currently an officer of the Company or an Affiliate, or otherwise currently employed by the Company or an Affiliate, (ii) does not receive compensation, either directly or indirectly, from
the Company or an Affiliate, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Rule 404(a) of Regulation
S-K promulgated by the SEC, (iii) does not possess an interest in any other transaction for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K, and (iv) is not engaged in a business relationship for which
disclosure would be required pursuant to Rule 404(b) of Regulation S-K. 
 “Non-Statutory Stock Option” means any Stock Option that
is not an Incentive Stock Option. 
 “Normal Retirement” means retirement in good standing from active employment with the Company
and its Affiliates in accordance with the retirement policies of the Company and its Affiliates then in effect. 
 “Option” or
“Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5. 







 “Other Stock Unit Award” means an Award granted pursuant to Section 8. 
 “Outside Director” means any director who (i) is not an employee of the Company or of any “affiliated group,” as such term is
defined in Section 1504(a) of the Code, which includes the Company (an “Affiliated Group Member”), (ii) is not a former employee of the Company or any Affiliated Group Member who is receiving compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the Company’s or any Affiliated Group Member’s taxable year, (iii) has not been an officer of the Company or any Affiliated Group Member and (iv) does not receive
remuneration from the Company or any Affiliated Group Member, either directly or indirectly, in any capacity other than as a director. “Outside Director” shall be determined in accordance with Section 162(m) of the Code and the
Treasury regulations issued thereunder. 
 “Restricted Stock Award” means an Award granted pursuant to Section 7A. 

“Restricted Stock Unit” means an Award granted pursuant to Section 7B. 
 “SEC” means the Securities and Exchange Commission or any successor authority. 
 “Stock” means the common stock, $0.01 par value per share, of the Company, subject to adjustments pursuant to Section 3. 
 SECTION 2. Administration of Plan; Committee Authority to Select Participants and Determine Awards. 
 (a) Committee. It is intended that the Plan shall be administered by the Compensation Committee of the Board (the “Committee”),
consisting of not less than two (2) persons each of whom qualifies as an Outside Director and a Non-Employee Director, but the authority and validity of any act taken or not taken by the Committee shall not be affected if any person
administering the Plan is not an Outside Director or a Non-Employee Director. Except as specifically reserved to the Board under the terms of the Plan, and subject to any limitations set forth in the charter of the Committee, the Committee shall
have full and final authority to operate, manage and administer the Plan on behalf of the Company. 
 (b) Powers of Committee. The
Committee shall have the power and authority to grant and modify Awards consistent with the terms of the Plan, including the power and authority: 
 (i) to select the persons to whom Awards may from time to time be granted; 
 (ii) to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards, Restricted Stock Units, Other Stock Unit Awards, or any combination of the foregoing, granted to any one
or more participants; 







 (iii) to determine the number of shares to be covered by any Award; 
 (iv) to determine and modify the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award,
which terms and conditions may differ among individual Awards and participants, and to approve the form of written instruments evidencing the Awards; provided, however, that no such action shall adversely affect rights under any outstanding Award
without the participant’s consent; 
 (v) to accelerate the exercisability or vesting of all or any portion of any
Award; 
 (vi) to extend the period in which any outstanding Stock Option may be exercised; and 
 (vii) to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise supervise the administration of the Plan. 
 All decisions and interpretations of the Committee
shall be binding on all persons, including the Company and Plan participants. No member or former member of the Committee or the Board shall be liable for any action or determination made in good faith with respect to this Plan. 
 SECTION 3. Shares Issuable under the Plan; Mergers; Substitution. 
 (a) Shares Issuable. The maximum number of shares of Stock which may be issued in respect of Awards granted under the Plan, subject to adjustment upon changes in capitalization of the Company as provided in
this Section 3, shall be 1,000,000 shares. For purposes of this limitation, the shares of Stock underlying any Awards which are forfeited, cancelled, reacquired by the Company or otherwise terminated (other than by exercise) shall be added back
to the shares of Stock with respect to which Awards may be granted under the Plan. Shares issued under the Plan may be authorized but unissued shares or shares reacquired by the Company. 
 (b) Share Counting Formula. Solely for the purpose of applying the limitation in Section 3(a), and not for purposes of Section 3(c)
below, each Option granted under this Plan shall reduce the number of shares available for grant by one share for every one share granted and each grant of an Award other than an Option under this Plan shall reduce the number of shares available for
grant by two shares for every one share granted. 
 (c) Limitation on Awards. In no event may any Plan participant be granted Awards
with respect to more than 120,000 shares of Stock in any calendar year. The 








 
number of shares of Stock relating to an Award granted to a Plan participant in a calendar year that is subsequently forfeited, cancelled or otherwise
terminated shall continue to count toward the foregoing limitation in such calendar year. In addition, if the exercise price of an Award is subsequently reduced, the transaction shall be deemed a cancellation of the original Award and the grant of a
new one so that both transactions shall count toward the maximum shares issuable in the calendar year of each respective transaction. 
 (d)
Stock Dividends, Mergers, etc. In the event that after approval of the Plan by the stockholders of the Company in accordance with Section 16, the Company effects a stock dividend, stock split or similar change in capitalization affecting
the Stock, the Committee shall make appropriate adjustments in (i) the number and kind of shares of stock or securities with respect to which Awards may thereafter be granted (including without limitation the limitations set forth in Sections
3(a) and (b) above), (ii) the number and kind of shares remaining subject to outstanding Awards, and (iii) the option or purchase price in respect of such shares. In the event of any merger, consolidation, dissolution or liquidation
of the Company, the Committee in its sole discretion may, as to any outstanding Awards, make such substitution or adjustment in the aggregate number of shares reserved for issuance under the Plan and in the number and purchase price (if any) of
shares subject to such Awards as it may determine and as may be permitted by the terms of such transaction, or accelerate, amend or terminate such Awards upon such terms and conditions as it shall provide (which, in the case of the termination of
the vested portion of any Award, shall require payment or other consideration which the Committee deems equitable in the circumstances), subject, however, to the provisions of Section 14. 
 (e) Substitute Awards. The Committee may grant Awards under the Plan in substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or an Affiliate as the result of a merger or consolidation of the employing corporation with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or
stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances. 
 SECTION 4. Eligibility. 
 Awards may be granted to
officers, directors and employees of, and consultants and advisers to, the Company or its Affiliates (“Eligible Persons”). 
 SECTION 5. Stock
Options. 
 The Committee may grant to Eligible Persons options to purchase Stock. 
 Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. 
 Stock Options granted under the Plan may be either Incentive Stock Options (subject to compliance with applicable law) or Non-Statutory Stock Options.
Unless 








 
otherwise so designated, an Option shall be a Non-Statutory Stock Option. To the extent that any Option does not qualify as an Incentive Stock Option, it
shall constitute a Non-Statutory Stock Option. 
 No Incentive Stock Option shall be granted under the Plan after the tenth anniversary of
the date of adoption of the Plan by the Board. 
 The Committee in its discretion may determine the effective date of Stock Options,
provided, however, that grants of Incentive Stock Options shall be made only to persons who are, on the effective date of the grant, employees of the Company or an Affiliate. Stock Options granted pursuant to this Section 5 shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable. 
 (a) Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Committee at the time of grant but shall be not less than one hundred percent (100%) of Fair
Market Value on the date of grant. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of
the Company or any Affiliate and an Incentive Stock Option is granted to such employee, the option price shall be not less than one hundred ten percent (110%) of Fair Market Value on the date of grant. 
 (b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than seven
(7) years after the date the Option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of
stock of the Company or any Affiliate and an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five (5) years from the date of grant. 
 (c) Exercisability; Rights of a Shareholder. Stock Options shall become vested and exercisable at such time or times, whether or not in
installments, as shall be determined by the Committee. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a shareholder only as to shares acquired upon the
exercise of a Stock Option and not as to unexercised Stock Options. 
 (d) Method of Exercise. Stock Options may be exercised in whole
or in part, by delivering written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by delivery of cash or bank check or other instrument acceptable to the Committee in an
amount equal to the exercise price of such Options, or, to the extent provided in the applicable Option Agreement, by one or more of the following methods: 







 (i) by delivery to the Company of shares of Stock having a fair market value equal in
amount to the aggregate exercise price of the Options being exercised; provided, however, that an optionholder may not utilize this method of payment unless the following conditions are met: 
  

	 	(1)	at the time the optionholder submits the outstanding shares of Stock as payment of the aggregate exercise price of the Options being exercised, the optionholder shall have provided
the Company with a letter stating that (a) the optionholder does not know of any material, non-public information concerning the Company, and (b) the Company is not currently in a “blackout” period; and 


 

	 	(2)	the transaction shall have been approved by the President of the Company or its corporate counsel on the date on which the outstanding shares of Stock are tendered as payment of the
aggregate exercise price of the Options being exercised. 

 (ii) if the class of Stock is registered under the
Exchange Act at such time, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions to a broker to deliver promptly to the Company cash or a check payable and acceptable to the Company for the purchase
price; provided that in the event that the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure (including, in the case of an optionee who is an executive officer of the Company, such procedures and agreements as the Committee deems appropriate in order to avoid any extension of credit
in the form of a personal loan to such officer). The Company need not act upon such exercise notice until the Company receives full payment of the exercise price; 
 (iii) by reducing the number of Option shares otherwise issuable to the optionee upon exercise of the Option by a number of shares of
Stock having a fair market value equal to such aggregate exercise price of the Options being exercised; or 
 (iv) by any
combination of such methods of payment. 
 The delivery of shares of Stock to be purchased pursuant to the exercise of a Stock Option will be
contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in
the Stock Option or imposed by applicable law. 
 (e) Non-transferability of Options. Except as the Committee may provide with respect
to a Non-Statutory Stock Option, no Stock Option shall be transferable other than by will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee. 







 (f) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock
option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or
its Affiliates become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. 
 (g) Special
Limits Affecting Section 16(b) Option Holders. Shares issuable upon exercise of Options granted to a person who in the opinion of the Committee may be deemed to be a director or officer of the Company within the meaning of
Section 16(b) of the Exchange Act and the rules and regulations thereunder shall not be sold or disposed of until after the expiration of six months following the date of grant. 
 SECTION 6. Option Grants to Non-Employee Directors. 
 (a) As compensation for services to the Company,
each director of the Company who is not an employee of the Company or any Affiliate of the Company (an “Outside Director”) upon his or her initial election to the Board shall be automatically granted a Non-Statutory Stock Option to
purchase 10,000 shares of Stock (the “Initial Option Grant”). In addition, any director of the Company who is elected to the Board but who is not an Outside Director at the time of his or her initial election and later becomes an Outside
Director shall automatically receive an Initial Option Grant to purchase 10,000 shares of Stock upon his or her first election to the Board as an Outside Director. Each Initial Option Grant shall vest with respect to 2,500 shares on each three-month
anniversary of the date of grant, provided that the optionee is a director of the Company on each such three-month anniversary, and shall expire on the fifth annual anniversary of the date of grant. At the first meeting of the Board following each
annual meeting of stockholders, each Outside Director (other than any Outside Director who has received an Initial Option Grant as a result of election to the Board at such meeting) shall be automatically granted an additional Non-Statutory Stock
Option to purchase 5,000 shares of Stock (the “Subsequent Option Grant”). Each Subsequent Option Grant shall be exercisable in its entirety on the date of grant and shall expire on the fifth annual anniversary of the date of grant.

 (b) Each Outside Director appointed to serve on the Audit Committee of the Board shall automatically receive a Non-Statutory Stock Option
to purchase 5,000 shares of Stock upon his or her appointment to the Audit Committee and an additional Non-Statutory Stock Option to purchase 5,000 shares of Stock on each anniversary of such appointment, so long as such director shall serve on the
Audit Committee. Each such Option shall vest with respect to 1,250 shares on each three-month anniversary of the date of grant, provided that such optionee is a Director and member of the Audit Committee on each three-month anniversary, and shall
expire on the fifth anniversary of the date of Grant. 
 (c) The exercise price per share of Stock of each Non-Statutory Stock Option granted
pursuant to this Section 6 shall be equal to the Fair Market Value of the Stock on the date the Non-Statutory Stock Option is granted. 







 (d) Any Non-Statutory Stock Option granted to an Outside Director and outstanding on the date of his or
her death may be exercised by the legal representative or legatee of the optionee until the expiration of the stated term of the Option. 
 Non-Statutory Stock Options granted under this Section 6 may be exercised only by written notice to the Company specifying the number of shares to be purchased. Payment of the full purchase may be made by one or more of the methods
specified in Section 5. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of an Option and not as to unexercised Options. 
 (e) The provisions of this Section 6 shall apply only to Options granted or to be granted to Outside Directors, and shall not be deemed to modify,
limit or otherwise apply to any other provision of this Plan or to any Option issued under this Plan to a participant who is not an Outside Director of the Company. To the extent inconsistent with the provisions of any other section of this Plan,
the provisions of this Section 6 shall govern the rights and obligations of the Company and Outside Directors respecting Options granted or to be granted to Outside Directors. 
 SECTION 7A. Restricted Stock Awards. 
 (a) Nature of Restricted Stock Award. The Committee in
its discretion may grant Restricted Stock Awards to any Eligible Person, entitling the recipient to acquire, for such purchase price, if any, as may be determined by the Committee, shares of Stock subject to such restrictions and conditions as the
Committee may determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement of pre-established performance goals and objectives. 
 (b) Acceptance of Award. A participant who is granted Restricted Stock shall have no rights with respect to such Award unless the participant
shall have accepted the Award within thirty (30) days (or such shorter date as the Committee may specify) following the award date by making payment to the Company of the specified purchase price, if any, of the shares covered by the Award and
by executing and delivering to the Company a written instrument that sets forth the terms and conditions applicable to the Restricted Stock in such form as the Committee shall determine. 
 (c) Rights as a Shareholder. Upon complying with Section 7A(b) above, a participant shall have all the rights of a shareholder with respect
to the Restricted Stock, including voting and dividend rights, subject to non-transferability restrictions and Company repurchase or forfeiture rights described in this Section 7A and subject to such other conditions contained in the written
instrument evidencing the Restricted Stock. Unless the Committee shall otherwise determine, certificates, if any, evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares are vested as provided in
Section 7A(e) below. 







 (d) Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of except as specifically provided herein. In the event of termination of employment by the Company and its Affiliates for any reason (including death, Disability, Normal Retirement and for Cause), any shares of
Restricted Stock which have not then vested shall automatically be forfeited to the Company. 
 (e) Vesting of Restricted Stock. The
Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of
forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall
be deemed “vested.” The Committee at any time may accelerate such date or dates and otherwise waive or, subject to Section 14, amend any conditions of the Award. 
 (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument evidencing the Restricted Stock may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted Stock. 
 SECTION 7B. Restricted Stock Units. 
 (a) Nature of Restricted Stock Unit. The Committee in its discretion may grant Restricted Stock Units to any Eligible Person, entitling the
recipient to acquire Restricted Stock Units (“RSU”) with a value equivalent to a share of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant, including continued employment and/or
achievement of pre-established performance goals and objectives. 
 (b) Acceptance of Award. A participant who is granted a RSU shall
have no rights with respect to such Award unless the participant shall have accepted the Award within thirty (30) days (or such shorter date as the Committee may specify) following the award by executing and delivering to the Company a written
instrument that sets forth the terms and conditions applicable to the RSU in such form as the Committee shall determine. 
 (c) Rights as
a Shareholder. The holder of a RSU shall have no rights as a shareholder. 
 (d) Restrictions. RSUs may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein. In the event of termination of employment by the Company and its Affiliates for any reason (including death, Disability, Normal Retirement and for
Cause), any RSUs which have not then vested shall automatically be forfeited to the Company. 







 (e) Vesting of RSUs. The Committee at the time of grant shall specify the date or dates and/or the
attainment of pre-established performance goals, objectives and other conditions on which the vesting of the RSU shall be conditioned. No later than 30 days following such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the Company shall deliver to the participant one share of Stock for each vested RSU. 
 (f)
Waiver, Deferral and Reinvestment of Dividends. No dividends shall be paid or accrue on any RSU. 
 SECTION 8. Other Stock-Based Awards.

 Other Awards of shares of Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on,
shares of Stock or other property, may be granted hereunder to participants (“Other Stock Unit Awards”), including without limitation Awards entitling recipients to receive shares of Stock to be delivered in the future. Other Stock Unit
Awards may be paid in shares of Stock or cash, as the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the conditions of each Other Stock Unit Award, including any purchase price applicable thereto. 

SECTION 9. Termination of Stock Options. 
 (a)
Incentive Stock Options: 
 (i) Termination by Death. If any participant’s employment by the Company and
its Affiliates terminates by reason of death, any Incentive Stock Option owned by such participant may thereafter be exercised to the extent exercisable at the date of death, by the legal representative or legatee of the participant, for a period of
one year from the date of death, or until the expiration of the stated term of the Incentive Stock Option, if earlier. 
 (ii) Termination by Reason of Disability. 
 (A) Any Incentive Stock Option held by a participant whose
employment by the Company and its Affiliates has terminated by reason of Disability may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one year from the date of such termination of
employment, or until the expiration of the stated term of the Option, if earlier. 
 (B) The Committee shall have sole
authority and discretion to determine whether a participant’s employment has been terminated by reason of Disability. 
 (iii) Termination for Cause. If any participant’s employment by the Company and its Affiliates has been terminated for Cause, as determined by the Committee in its sole discretion, any Incentive Stock Option held by such
participant shall terminate immediately upon, and simultaneously with, termination of employment and be of no further force and effect. 







 (iv) Other Termination. Unless otherwise determined by the Committee, if a
participant’s employment by the Company and its Affiliates terminates for any reason other than death, Disability, or for Cause, any Incentive Stock Option held by such participant may thereafter be exercised, to the extent it was exercisable
on the date of termination of employment, for thirty (30) days from the date of termination of employment or until the expiration of the stated term of the Option, if earlier. 
 (b) Non-Statutory Stock Options. Any Non-Statutory Stock Option granted under the Plan shall contain such terms and conditions with respect to its
termination as the Committee, in its discretion, may from time to time determine. 
 SECTION 10. Tax Withholding and Notice. 
 (a) Payment by Participant. Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any Federal, state, local and/or payroll
taxes of any kind required by law to be withheld with respect to such income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the
participant. 
 (b) Payment in Shares. A participant may elect, with the consent of the Committee, to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due with respect to such Award, or (ii) delivering to the Company a number of shares of Stock with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the
withholding amount due. 
 (c) Notice of Disqualifying Disposition. Each holder of an Incentive Stock Option shall agree to notify the
Company in writing immediately after making a disqualifying disposition (as defined in Section 421(b) of the Code) of any Stock purchased upon exercise of an Incentive Stock Option. 
 (d) With respect to any employee who is subject to Section 16 of the Exchange Act, the following additional restrictions shall apply: (i) the
election to satisfy tax withholding obligations relating to an option exercise in the manner permitted by this Section 10 shall be made either (1) during the period beginning on the third business day following the date of release of
quarterly or annual summary statements of sales and earnings of the Company and ending on the twelfth business day following such date, or (2) at least six months prior to the date of exercise of the Option; and (ii) the Common Stock
withheld to satisfy tax withholding, if granted at the discretion of the Committee, must pertain to an Option which has been held by the employee for at least six months from the date of grant of the Option. 







 SECTION 11. Transfer and Leave of Absence. 
 For purposes of the Plan, the following events shall not be deemed a termination of employment: 
 (a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; and 

(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to
re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing; provided, that the vesting date or dates of any unvested
Award held by such employee shall automatically be extended by a period of time equal to the period of such approved leave of absence. 
 SECTION 12.
Amendments and Termination. 
 The Board may at any time amend or discontinue the Plan and the Committee may at any time amend or cancel
any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Notwithstanding the foregoing,
neither the Board nor the Committee shall have the power or authority to decrease the exercise price of any outstanding Stock Option, whether through amendment, cancellation and regrant, exchange or any other means, except for changes made pursuant
to Section 3(c). 
 This Plan shall terminate as of the tenth anniversary of its effective date. The Board may terminate this Plan at
any earlier time for any reason. No Award may be granted after the Plan has been terminated. No Award granted while this Plan is in effect shall be adversely altered or impaired by termination of this Plan, except upon the consent of the holder of
such Award. The power of the Committee to construe and interpret this Plan and the Awards granted prior to the termination of this Plan shall continue after such termination. 
 SECTION 13. Status of Plan. 
 With respect to the portion of any Award which has not been exercised
and any payments in Stock or other consideration not received by a participant, a participant shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection with
any Award or Awards. 







 SECTION 14. Change of Control Provisions. 
 (a) Upon the occurrence of a Change of Control as defined in this Section 14: 
 (i) subject to the provisions of clause (iii) below, after the effective date of such Change of Control, each holder of an
outstanding Stock Option shall be entitled, upon exercise of such Award, to receive, in lieu of shares of Stock, shares of such stock or other securities, cash or property (or consideration based upon shares of such stock or other securities, cash
or property) as the holders of shares of Stock received in connection with the Change of Control; 
 (ii) the Committee may
accelerate, fully or in part, the time for exercise of, and waive any or all conditions and restrictions on, each unexercised and unexpired Stock Option, Restricted Stock, RSU or Other Stock Unit Award, effective upon a date prior or subsequent to
the effective date of such Change of Control, as specified by the Committee; or 
 (iii) each outstanding Stock Option may be
cancelled by the Committee as of the effective date of any such Change of Control provided that (x) prior written notice of such cancellation shall be given to each holder of such an Option and (y) each holder of such an Option shall have
the right to exercise such Option to the extent that the same is then exercisable or, in full, if the Committee shall have accelerated the time for exercise of all such unexercised and unexpired Options, during the thirty (30) day period
preceding the effective date of such Change of Control. 
 (b) “Change of Control” shall mean the occurrence of any one of the
following events: 
 (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act)
becomes, after the Effective Date of this Plan, a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or 
 (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or consolidation; or 
  







 (iii) the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. 
 SECTION 15. General
Provisions. 
 (a) No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring shares
pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. 
 No shares of Stock shall be issued pursuant to an Award until all applicable securities laws and other legal and stock exchange requirements have been satisfied. The Committee may require the placing of such stop
orders and restrictive legends on certificates, if any, for Stock and Awards as it deems appropriate. 
 (b) Delivery of Shares.
Delivery of shares to participants under this Plan shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company shall either (i) have delivered stock certificates representing the shares in the United
States mail, addressed to the participant, at the participant’s last known address on file with the Company, or (ii) placed such shares in electronic form in an account in the participant’s name. 
 (c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued employment with the Company or any Affiliate. 
 (d) Lock-Up
Agreement. By accepting any Award, the recipient shall be deemed to have agreed that, if so requested by the Company or by the underwriters managing any underwritten offering of the Company’s securities, the recipient will not, without the
prior written consent of the Company or such underwriters, as the case may be, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares subject to any such Award during the Lock-up Period, as
defined below. The “Lock-Up Period” shall mean a period of time not exceeding 180 days or, if greater, such number of days as shall have been agreed to by each director and executive officer of the Company in connection with such offering
in a substantially similar lock-up agreement by which each such director and executive officer is bound. If requested by the Company or such underwriters, the recipient shall enter into an agreement with such underwriters consistent with the
foregoing. 







 SECTION 16. Effective Date of Plan. 
 This Plan shall become effective upon its adoption by the Company’s Board of Directors. If the Plan shall not be approved by the shareholders of the Company within twelve months following its adoption, this Plan
shall terminate and be of no further force or effect. 
 SECTION 17. Governing Law. 
 This Plan shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware without regard to its
principles of conflicts of laws. 
 * * *