Exhibit 10.2



 Exhibit 10.2 
  
  
  

 CROSS MATCH TECHNOLOGIES, INC. 
 2007 OMNIBUS INCENTIVE PLAN 
  








 TABLE OF CONTENTS 
  


							
	 	 	 	  	 	  	Page
	1.	 	PURPOSE	  	1
	2.	 	DEFINITIONS	  	1
	3.	 	ADMINISTRATION OF THE PLAN	  	6
		 	3.1.	  	 Board
	  	6
		 	3.2.	  	 Committee
	  	6
		 	3.3.	  	 Terms of Awards
	  	7
		 	3.4.	  	 Deferral Arrangement
	  	8
		 	3.5.	  	 No Liability
	  	8
		 	3.6.	  	 Share Issuance/Book-Entry
	  	8
	4.	 	STOCK SUBJECT TO THE PLAN	  	8
	5.	 	EFFECTIVE DATE, DURATION AND AMENDMENTS	  	9
		 	5.1.	  	 Effective Date
	  	9
		 	5.2.	  	 Term
	  	9
		 	5.3.	  	 Amendment and Termination of the Plan
	  	9
	6.	 	AWARD ELIGIBILITY AND LIMITATIONS	  	10
		 	6.1.	  	 Service Providers and Other Persons
	  	10
		 	6.2.	  	 Successive Awards and Substitute Awards
	  	10
		 	6.3.	  	 Limitation on Shares of Stock Subject to Awards and Cash Awards
	  	10
	7.	 	AWARD AGREEMENT	  	11
	8.	 	TERMS AND CONDITIONS OF OPTIONS	  	11
		 	8.1.	  	 Option Price
	  	11
		 	8.2.	  	 Vesting
	  	11
		 	8.3.	  	 Term
	  	11
		 	8.4.	  	 Termination of Service
	  	11
		 	8.5.	  	 Limitations on Exercise of Option
	  	12
		 	8.6.	  	 Method of Exercise
	  	12
		 	8.7.	  	 Rights of Holders of Options
	  	12
		 	8.8.	  	 Delivery of Stock Certificates
	  	12
		 	8.9.	  	 Transferability of Options
	  	12
		 	8.10.	  	 Family Transfers
	  	13
		 	8.11.	  	 Limitations on Incentive Stock Options
	  	13
		 	8.12.	  	 Notification of Disqualifying Disposition
	  	13
	9.	 	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	  	13
		 	9.1.	  	 Right to Payment and Grant Price
	  	13
		 	9.2.	  	 Other Terms
	  	14
		 	9.3.	  	 Term
	  	14
		 	9.4.	  	 Transferability of SARS
	  	14
		 	9.5.	  	 Family Transfers
	  	14

  

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	10.	 	TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS	  	15
		 	10.1.	  	 Grant of Restricted Stock or Stock Units
	  	15
		 	10.2.	  	 Restrictions
	  	15
		 	10.3.	  	 Restricted Stock Certificates
	  	15
		 	10.4.	  	 Rights of Holders of Restricted Stock
	  	15
		 	10.5.	  	 Rights of Holders of Stock Units
	  	16
	.	 		  	 10.5.1. Voting and Dividend Rights
	  	16
		 		  	 10.5.2. Creditor’s Rights
	  	16
		 	10.6.	  	 Termination of Service
	  	16
		 	10.7.	  	 Purchase of Restricted Stock
	  	16
		 	10.8.	  	 Delivery of Stock
	  	16
	11.	 	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS	  	17
	12.	 	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK	  	17
		 	12.1.	  	 General Rule
	  	17
		 	12.2.	  	 Surrender of Stock
	  	17
		 	12.3.	  	 Cashless Exercise
	  	17
		 	12.4.	  	 Other Forms of Payment
	  	17
	13.	 	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	  	18
		 	13.1.	  	 Dividend Equivalent Rights
	  	18
		 	13.2.	  	 Termination of Service
	  	18
	14.	 	TERMS AND CONDITIONS OF PERFORMANCE SHARES, PERFORMANCE UNITS, PERFORMANCE AWARDS
AND ANNUAL INCENTIVE AWARDS	  	18
		 	14.1.	  	 Grant of Performance Units/Performance Shares
	  	18
		 	14.2.	  	 Value of Performance Units/Performance Shares
	  	19
		 	14.3.	  	 Earning of Performance Units/Performance Shares
	  	19
		 	14.4.	  	 Form and Timing of Payment of Performance Units/Performance Shares
	  	19
		 	14.5.	  	 Performance Conditions
	  	19
		 	14.6.	  	 Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees
	  	19
		 		  	 14.6.1. Performance Goals Generally
	  	20
		 		  	 14.6.2. Timing For Establishing Performance Goals
	  	20
		 		  	 14.6.3. Settlement of Awards; Other Terms
	  	20
		 		  	 14.6.4. Performance Measures
	  	20
		 		  	 14.6.5. Evaluation of Performance
	  	21
		 		  	 14.6.6. Adjustment of Performance-Based Compensation
	  	22
		 		  	 14.6.7. Board Discretion
	  	22
		 	14.7.	  	 Status of Section Awards Under Code Section 162(m)
	  	22

  

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	15.	 	PARACHUTE LIMITATIONS	  	23
	16.	 	REQUIREMENTS OF LAW	  	23
		 	16.1.	  	 General
	  	23
		 	16.2.	  	 Rule 16b-3
	  	24
	17.	 	EFFECT OF CHANGES IN CAPITALIZATION	  	24
		 	17.1.	  	 Changes in Stock
	  	24
		 	17.2.	  	 Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Corporate Transaction
	  	25
		 	17.3.	  	 Corporate Transaction
	  	25
		 	17.4.	  	 Adjustments
	  	26
		 	17.5.	  	 No Limitations on Company
	  	27
	18.	 	GENERAL PROVISIONS	  	27
		 	18.1.	  	 Disclaimer of Rights
	  	27
		 	18.2.	  	 Nonexclusivity of the Plan
	  	27
		 	18.3.	  	 Withholding Taxes
	  	27
		 	18.4.	  	 Captions
	  	28
		 	18.5.	  	 Other Provisions
	  	28
		 	18.6.	  	 Number and Gender
	  	28
		 	18.7.	  	 Severability
	  	28
		 	18.8.	  	 Governing Law
	  	28
		 	18.9.	  	 Section 409A of the Code
	  	29

  

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 CROSS MATCH TECHNOLOGIES, INC. 
 2007 OMNIBUS INCENTIVE PLAN 
 Cross Match Technologies, Inc., a Delaware
corporation (the “Company”), sets forth herein the terms of its 2007 Omnibus Incentive Plan (the “Plan”), as follows: 
 1. PURPOSE

 The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly
qualified officers, directors, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such
persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units,
unrestricted stock, dividend equivalent rights, performance shares, performance units and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in
accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein, except that stock options granted to outside directors and any consultant or adviser currently
providing services to the Company or an Affiliate shall in all cases be non-qualified stock options. 
 2. DEFINITIONS 
 For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply: 
 2.1 “Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under
common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary. 
 2.2 “Annual Incentive Award” means an Award made subject to attainment of performance goals (as described in Section 14) over a performance period of up to one year (the Company’s
fiscal year, unless otherwise specified by the Committee). 
 2.3 “Award” means a grant of an Option, Stock Appreciation
Right, Restricted Stock, Unrestricted Stock, Stock Unit, Dividend Equivalent Rights, or cash award under the Plan. 
 2.4 “Award
Agreement” means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award. 
 2.5 “Board” means the Board of Directors of the Company. 







 2.6 “Cause” means, as determined by the Board and unless otherwise provided in an
applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or
(iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate. 
 2.7 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. 
 2.8 “Committee” means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as
provided in Section 3.2. 
 2.9 “Company” means Cross Match Technologies, Inc., a Delaware corporation.

 2.10 “Corporate Transaction” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or
reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including
without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are stockholders or Affiliates immediately prior to the transaction) owning 50% or more of the
combined voting power of all classes of stock of the Company. 
 2.11 “Covered Employee” means a Grantee who is a covered
employee within the meaning of Section 162(m)(3) of the Code. 
 2.12 “Disability” means the Grantee is unable to
perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less
than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful
activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. 
 2.13 “Dividend Equivalent Right” means a right, granted to a Grantee under Section 13 hereof, to receive cash, Stock, other
Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. 
  

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 2.14 “Effective Date” means July 12, 2007, the date the Plan is approved by the
Board. 
 2.15 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

 2.16 “Fair Market Value” means the value of a share of Stock, determined as follows: if on the Grant Date or other
determination date the Stock is listed on an established national or regional stock exchange, including The NASDAQ Stock Market, or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (if there is more than one such exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such
reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Stock is reported for such trading day, on the next
preceding day on which any sale shall have been reported. If the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Board in good faith in
a manner consistent with Code Section 409A.  
 2.17 “Family Member” means a person who is a spouse, former
spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any
person sharing the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the
Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent of the voting interests. 
 2.18 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award,
(ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other later date as may be specified by the Board. 
 2.19 “Grantee” means a person who receives or holds an Award under the Plan. 
 2.20 “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the
corresponding provision of any subsequently enacted tax statute, as amended from time to time. 
 2.21 “Non-qualified Stock
Option” means an Option that is not an Incentive Stock Option. 
 2.22 “Option” means an option to purchase one or
more shares of Stock pursuant to the Plan. 
  

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 2.23 “Option Price” means the exercise price for each share of Stock subject to an
Option. 
 2.24 “Other Agreement” shall have the meaning set forth in Section 15 hereof. 
 2.25 “Outside Director” means a member of the Board who is not an officer or employee of the Company. 
 2.26 “Performance Award” means a cash-based Award made subject to the attainment of performance goals (as described in
Section 14) over a performance period of up to ten (10) years. 
 2.27 “Performance-Based Compensation”
means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be
construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

 2.28 “Performance Measures” means measures as described in Section 14 on which the performance goals are
based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation. 
 2.29 “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. 
 2.30 “Performance Share” means an Award under Section 14 herein and subject to the terms of this Plan, denominated in
Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 
 2.31 “Performance Unit” means an Award under Section 14 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a
function of the extent to which corresponding performance criteria have been achieved. 
 2.32 “Period of Restriction” means
the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in
its discretion), as provided in Section 10. 
 2.33 “Plan” means this Cross Match Technologies, Inc. 2007
Omnibus Incentive Plan, as amended from time to time. 
  

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 2.34 “Plan Year” means the fiscal year of the Company. 
 2.35 “Purchase Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock or Unrestricted Stock.

 2.36 “Reporting Person” means a person who is required to file reports under Section 16(a) of the Exchange Act.

 2.37 “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

 2.38 “SAR Exercise Price” means the per share exercise price of an SAR granted to a Grantee under Section 9
hereof. 
 2.39 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended. 
 2.40 “Service” means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award
Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, whether a
termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive. 
 2.41 “Service Provider” means an employee of or consultant or adviser (who is a natural person) to the Company or any Subsidiary, a manager (who is a natural person) of the Company’s or a
Subsidiary’s properties or affairs, or other similar service provider to an Affiliate of the Company or any Subsidiary (in each case, who is a natural person), as such persons may be designated from time to time by the Board pursuant to
Section 6 hereof. 
 2.42 “Stock” means the common stock, par value $.01 per share, of the Company. 

2.43 “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9 hereof.

 2.44 “Stock Unit” means a bookkeeping entry representing the equivalent of one share of Stock awarded to a Grantee
pursuant to Section 10 hereof. 
 2.45 “Subsidiary” means any “subsidiary corporation” of the Company
within the meaning of Section 424(f) of the Code. 
 2.46 “Substitute Awards” means Awards granted upon assumption of,
or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. 
  

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 2.47 “Termination Date” means the date upon which an Option shall terminate or expire,
as set forth in Section 8.3 hereof. 
 2.48 “Ten Percent Stockholder” means an individual who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be
applied. 
 2.49 “Unrestricted Stock” means an Award pursuant to Section 11 hereof. 
 3. ADMINISTRATION OF THE PLAN 
 3.1. Board. 

 The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s
certificate of incorporation and by-laws and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan,
any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the
Company’s certificate of incorporation and by-laws and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. As permitted by law,
the Board may delegate its authority under the Plan to a member of the Board or an executive officer of the Company; provided, however, that, unless otherwise provided by resolution of the Board, only the Board or the Committee may make an Award to
an executive officer of the Company and establish the number of shares of Stock that may be subject to Awards with respect to any fiscal period. 
 3.2. Committee. 
 The Board from time to time may delegate to the Committee such powers and authorities related to the
administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and by-laws of the Company and applicable
law. 
 (i) Except as provided in Subsection (ii) and except as the Board may otherwise determine, the Committee, if any,
appointed by the Board to administer the Plan shall consist of two or more Outside Directors of the Company who: (a) qualify as “outside directors” within the meaning of Section 162(m) of the Code, (b) 

  

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meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended to qualify for exemption
under Rule 16b-3 (or its successor) under the Exchange Act, and (c) comply with the independence requirements of the stock exchange on which the Common Stock is listed. The Committee shall be the Compensation Committee. 
 (ii) The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who
need not be Outside Directors, who may administer the Plan with respect to employees or other Service Providers who are not officers or directors of the Company, may grant Awards under the Plan to such employees or other Service Providers, and may
determine all terms of such Awards. 
 In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section.
Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the
Board. 
 3.3. Terms of Awards. 
 Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to: 
 (i) designate Grantees,

 (ii) determine the type or types of Awards to be made to a Grantee, 
 (iii) determine the number of shares of Stock to be subject to an Award, 
 (iv) establish the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating
to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options), 
 (v) prescribe the form of each Award Agreement evidencing an Award, and 
 (vi) amend, modify, or supplement the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to modify Awards
to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom. Notwithstanding the foregoing, no amendment, modification or
supplement of any Award shall, without the consent of the 

  

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Grantee, impair the Grantee’s rights under such Award and no amendment or modification to an Award that would treated as a repricing under the rules of
the stock exchange on which the Stock is listed shall be made without approval of the Company’s shareholders. 
 The Company may retain
the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement
prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to
the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award
Agreement or the Plan, as applicable. The grant of any Award may be made contingent upon the Grantee executing the appropriate Award Agreement. 
 3.4. Deferral Arrangement. 
 The Board may permit or require the deferral of any award payment into a deferred compensation
arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock equivalents, or restricting
deferrals to comply with hardship distribution rules affecting 401(k) plans. Any such deferrals shall be made in a manner that complies with Code Section 409A. 
 3.5. No Liability. 
 No member of the Board or of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Award or Award Agreement. 
 3.6. Share Issuance/Book-Entry.

 Notwithstanding any provision of this Plan to the contrary, the issuance of the Stock under the Plan may be evidenced in such a manner
as the Board, in its discretion, deems appropriate, including, without limitation, book-entry registration or issuance of one or more Stock certificates. 
 4. STOCK SUBJECT TO THE PLAN 
 Subject to adjustment as provided in Section 17 hereof, the number of shares of
Stock available for issuance under the Plan shall be three million one hundred ninety two thousand eight hundred five (3,192,805). The number of shares that may be issued as Incentive Stock Options shall not exceed three million one hundred ninety
two thousand eight hundred five (3,192,805). Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. If any shares
covered by an Award are not purchased or are 

  

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forfeited, or if an Award otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock counted against the
aggregate number of shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan. The difference between the total shares of Stock
exercised and the net shares delivered shall again be available for grant under this Plan, with the result being that only the number of shares of stock issued upon exercise of an SAR are counted against the shares available. 
 If the Option Price of any Option granted under the Plan, or if pursuant to Section 18.3 the withholding obligation of any Grantee with
respect to an Option or other Award, is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation) or by withholding shares of Stock, the number of shares of Stock issued net of the shares of Stock tendered
or withheld shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. 
 The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of shares of Stock reserved pursuant
to Section 4 shall be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of shares of Stock subject to Awards before and after the substitution. 
 5. EFFECTIVE DATE, DURATION AND AMENDMENTS 
 5.1.
Effective Date. 
 The Plan shall be effective as of the Effective Date, subject to approval of the Plan by the Company’s
stockholders within one year of the Effective Date. Upon approval of the Plan by the stockholders of the Company as set forth above, all Awards made under the Plan on or after the Effective Date shall be fully effective as if the stockholders of the
Company had approved the Plan on the Effective Date. If the stockholders fail to approve the Plan within one year of the Effective Date, any Awards made hereunder shall be null and void and of no effect. 
 5.2. Term. 
 The Plan shall terminate
automatically ten (10) years after its adoption by the Board and may be terminated on any earlier date as provided in Section 5.3. 
 5.3. Amendment and Termination of the Plan 
 The Board may, at any time and from time to time, amend, suspend, or terminate
the Plan as to any shares of Stock as to which Awards have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock
exchange listing requirements. No Awards shall be made after termination of the Plan. No amendment, suspension, or 

  

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termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the Plan.

 6. AWARD ELIGIBILITY AND LIMITATIONS 
 6.1. Service Providers and Other Persons. 
 Subject to this Section 6, Awards may be made under the Plan to:
(i) any Service Provider to the Company or of any Affiliate, including any Service Provider who is an officer or director of the Company, or of any Affiliate, as the Board shall determine and designate from time to time and (ii) any other
individual whose participation in the Plan is determined to be in the best interests of the Company by the Board. 
 6.2. Successive
Awards and Substitute Awards. 
 An eligible person may receive more than one Award, subject to such restrictions as are provided herein.
Notwithstanding Sections 8.1 and 9.1, the Option Price of an Option or the grant price of an SAR that is a Substitute Award may be less than 100% of the Fair Market Value of a share of Common Stock on the original date of grant;
provided, that, the Option Price or grant price is determined in accordance with the principles of Code Section 424 and the regulations thereunder. 
 6.3. Limitation on Shares of Stock Subject to Awards and Cash Awards. 
 During any time when the
Company has a class of equity security registered under Section 12 of the Exchange Act and the transition period under Treasury Reg. section 1.162-27(f)(2) has lapsed or does not apply: 
 (i) the maximum number of shares of Stock subject to Options that can be awarded under the Plan to any person eligible for an Award under
Section 6 hereof is one million (1,000,000) per calendar year except that in the case of a newly hired employee, such limit shall be one million five hundred thousand (1,500,000) shares of Stock (in each case, subject to
adjustment as provided in Section 17 hereof); 
 (ii) the maximum number of shares of Stock subject to SARs that can be awarded
under the Plan to any person eligible for an Award under Section 6 hereof is one million (1,000,000) per calendar year except that in the case of a newly hired employee, such limit shall be one million five hundred thousand
(1,500,000) shares of Stock (in each case, subject to adjustment as provided in Section 17 hereof); 
 (iii) the maximum
number of shares that can be awarded under the Plan, other than pursuant to an Option or SARs, to any person eligible for an Award under Section 6 hereof is five hundred thousand (500,000) per calendar year except that in the case
of a newly hired employee, such limit shall be seven hundred fifty thousand (750,000) shares of Stock (in each case, subject to adjustment as provided in Section 17 hereof); and 
  

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 (iv) The maximum amount that may be earned as an Annual Incentive Award or other cash Award in any
calendar year by any one Grantee shall be two million ($2,000,000) and the maximum amount that may be earned as a Performance Award or other cash Award in respect of a performance period of greater than one year by any one Grantee shall be five
million ($5,000,000). 
 The preceding limitations in this Section 6.3 are subject to adjustment as provided in
Section 17 hereof. 
 7. AWARD AGREEMENT 
 Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Award Agreements granted from time to time or at the same time
need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options,
and in the absence of such specification such options shall be deemed Non-qualified Stock Options. 
 8. TERMS AND CONDITIONS OF OPTIONS 

8.1. Option Price. 
 The Option
Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such Option. The Option Price of each Option shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided,
however, that in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a
share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock. 
 8.2.
Vesting. 
 Subject to Sections 8.3 and 17.3 hereof, each Option granted under the Plan shall become exercisable at such times and
under such conditions as shall be determined by the Board and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of shares of Stock subject to an Option shall be rounded down to the next nearest whole
number. 
 8.3. Term. 
 Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten years from the date such Option is granted, or under such circumstances and on such date prior
thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such Option (the “Termination Date”); provided, however, that in the event that the Grantee is a Ten Percent
Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the expiration of five years from its Grant Date. 
  

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 8.4. Termination of Service. 
 Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the
Grantee’s Service. Such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

 8.5. Limitations on Exercise of Option. 
 Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the stockholders of the Company as provided herein or after the
occurrence of an event referred to in Section 17 hereof which results in termination of the Option. 
 8.6. Method of
Exercise. 
 An Option that is exercisable may be exercised by the Grantee’s delivery to the Company of written notice of exercise on
any business day, at the Company’s principal office, on the form specified by the Company. Such notice shall specify the number of shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full
of the Option Price of the shares for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to an Award. The minimum number of shares
of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares or such lesser number set forth in the applicable Award Agreement and (ii) the maximum number of shares
available for purchase under the Option at the time of exercise. 
 8.7. Rights of Holders of Options. 
 Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a stockholder
(for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock ) until the shares of Stock covered thereby are fully paid and issued to
the individual. Except as provided in Section 17 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance. 
 8.8. Delivery of Stock Certificates. 
 Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the shares of Stock
subject to the Option. 
  

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 8.9. Transferability of Options. 
 Except as provided in Section 8.10, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency,
the Grantee’s guardian or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of
descent and distribution. 
 8.10. Family Transfers. 
 If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Member. For the purpose of this
Section 8.10, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which
more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 8.10, any such Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or
the laws of descent and distribution. The events of termination of Service of Section 8.4 hereof shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to
the extent, and for the periods specified, in Section 8.4. 
 8.11. Limitations on Incentive Stock Options. 
 An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the
Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all
Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be
applied by taking Options into account in the order in which they were granted. 
 8.12. Notification of Disqualifying Disposition. 

 If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Code
Section 421(b) (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof. 
  

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 9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS 
 9.1. Right to Payment and Grant Price. 
 An SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as
determined by the Board. The Award Agreement for an SAR shall specify the grant price of the SAR, which shall be at least the Fair Market Value of a share of Stock on the date of grant. SARs may be granted in conjunction with all or part of an
Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part of any other Award or without regard to any Option or other Award; provided that an SAR that is granted subsequent to the Grant
Date of a related Option must have an SAR Price that is no less than the Fair Market Value of one share of Stock on the SAR Grant Date. 
 9.2. Other Terms. 
 The Board shall determine at the date of grant or thereafter, the time or times at which and the
circumstances under which an SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following
termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Grantees, whether or not an
SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR. SARs may not be sold, transferred, pledged, assigned, hypothecated or otherwise alienated, other than by will or the laws of descent and
distribution. 
 9.3. Term. 
 Each SAR granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten years from the date such SAR is granted, or under such circumstances and on such date
prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such SAR. Unless otherwise provided for in the Award Agreement, in the case of Grantee’s death, each SAR shall remain
exercisable for one year from the date of death. 
 9.4. Transferability of SARS 
 Except as provided in Section 9.5, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency,
the Grantee’s guardian or legal representative) may exercise a SAR. Except as provided in Section 9.5, no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and
distribution. 
  

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 9.5. Family Transfers. 
 If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this
Section 9.5, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more
than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 9.5, any such SAR shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred SARs are prohibited except to Family Members of the original Grantee in accordance with this Section 9.5 or by will or the laws of
descent and distribution. 
 10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS 
 10.1. Grant of Restricted Stock or Stock Units. 
 Awards of Restricted Stock or Stock Units may be made for no consideration (other than par value of the shares which is deemed paid by Services already rendered). 
 10.2. Restrictions. 
 At the time a
grant of Restricted Stock or Stock Units is made, the Board may, in its sole discretion, establish a period of time (a “restricted period”) applicable to such Restricted Stock or Stock Units. Each Award of Restricted Stock or Stock Units
may be subject to a different restricted period. The Board may, in its sole discretion, at the time a grant of Restricted Stock or Stock Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period,
including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Stock or Stock Units in accordance with Section 14.1 and 14.6. Notwithstanding the
foregoing, Restricted Stock and Stock Units that vest solely by the passage of time shall not vest in full in less than three (3) years from the Grant Date. Restricted Stock and Stock Units for which vesting may be accelerated by achieving
performance targets shall not vest in full in less than one (1) year from the Grant Date. Neither Restricted Stock nor Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period
or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Stock or Stock Units. 
 10.3. Restricted Stock Certificates. 
 The Company shall issue, in the name of each Grantee to whom Restricted Stock has been
granted, stock certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of
the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided,
however, that such certificates shall bear a legend or legends that comply 

  

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with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

 10.4. Rights of Holders of Restricted Stock. 
 Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any dividends declared or paid with respect to such Stock. The
Board may provide that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant. 
 10.5. Rights of Holders of Stock Units. 
 10.5.1. Voting and Dividend Rights. 
 Holders of Stock Units shall have no rights as stockholders of the Company. The Board
may provide in an Award Agreement evidencing a grant of Stock Units that the holder of such Stock Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Stock, a cash payment for each Stock Unit
held equal to the per-share dividend paid on the Stock. Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Stock Units at a price per unit equal to the Fair Market Value of a share of Stock on the
date that such dividend is paid. 
 10.5.2. Creditor’s Rights. 
 A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured
obligation of the Company, subject to the terms and conditions of the applicable Award Agreement. 
 10.6. Termination of Service. 

 Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a
Grantee’s Service, any Restricted Stock or Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of
Restricted Stock or Stock Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to shares of Restricted Stock or
Stock Units. 
 10.7. Purchase of Restricted Stock. 
 The Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of
Stock represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the Award Agreement relating to such Restricted Stock. The Purchase Price shall be payable in a form described in Section 12 or, in the
discretion of the Board, in consideration for past Services rendered to the Company or an Affiliate. 
  

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 10.8. Delivery of Stock. 
 Upon the expiration or termination of any restricted period and the satisfaction of any other conditions prescribed by the Board, the restrictions
applicable to shares of Restricted Stock or Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions, to the Grantee or the
Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Stock Unit once the share of Stock represented by the Stock Unit has been
delivered. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry. 
 11. TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS 
 The Board may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Board) an Unrestricted Stock Award to any Grantee pursuant to which such Grantee may receive shares of Stock free of
any restrictions (“Unrestricted Stock”) under the Plan. Unrestricted Stock Awards may be granted or sold as described in the preceding sentence in respect of past services and other valid consideration, or in lieu of, or in addition to,
any cash compensation due to such Grantee. 
 12. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK 
 12.1. General Rule. 
 Payment of the
Option Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company. 
 12.2. Surrender of Stock. 
 To the
extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of shares of
Stock, which shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise or surrender. 
 12.3. Cashless Exercise. 
 With
respect to an Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option may be
made all or in part by delivery (on a form acceptable to the Board) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in
payment of the Option Price and any withholding taxes described in Section 18.3. 
  

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 12.4. Other Forms of Payment. 
 To the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to exercise of an Option or the Purchase Price
for Restricted Stock or Restricted Stock Units may be made in any other form that is consistent with applicable laws, regulations and rules. 
 13. TERMS
AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS 
 13.1. Dividend Equivalent Rights. 
 A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the shares of
Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the recipient. A Dividend Equivalent Right may be granted hereunder to any Grantee. The terms and conditions of
Dividend Equivalent Rights shall be specified in the grant. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue
additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment. Dividend Equivalent Rights may be settled in cash or Stock or a combination thereof, in a single installment or installments, all determined in
the sole discretion of the Board. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other
award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other award. A Dividend Equivalent Right granted as a component of another Award may also contain terms and conditions
different from such other award. 
 Dividend Equivalent Rights may not be sold, transferred, pledged, assigned, hypothecated or otherwise
alienated, other than by will or the laws of descent and distribution. 
 13.2. Termination of Service. 
 Except as may otherwise be provided by the Board either in the Award Agreement or in writing after the Award Agreement is issued, a Grantee’s rights
in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination of Service for any reason. 
  

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	14.	TERMS AND CONDITIONS OF PERFORMANCE SHARES, PERFORMANCE UNITS, PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS 

 14.1. Grant of Performance Units/Performance Shares. 
 Subject to the terms and provisions of this Plan, the Board, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the
Committee shall determine. 
 14.2. Value of Performance Units/Performance Shares. 
 Each Performance Unit shall have an initial value that is established by the Board at the time of grant. Each Performance Share shall have an initial
value equal to the Fair Market Value of a Share on the date of grant. The Board shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance
Units/Performance Shares that will be paid out to the Participant. 
 14.3. Earning of Performance Units/Performance
Shares.
 Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance
Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the
corresponding performance goals have been achieved. 
 14.4. Form and Timing of Payment of Performance Units/Performance Shares.

 Payment of earned Performance Units/Performance Shares shall be as determined by the Board and as evidenced in the Award Agreement.
Subject to the terms of this Plan, the Board, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance
Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the
Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award. 
 14.5. Performance Conditions. 
 The right of a Grantee to exercise or receive a grant or settlement of any Award, and the
timing thereof, may be subject to such performance conditions as may be specified by the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. If


  

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and to the extent required under Code Section 162(m), any power or authority relating to an Award intended to qualify under Code Section 162(m),
shall be exercised by the Committee and not the Board. 
 14.6. Performance Awards or Annual Incentive Awards Granted to Designated
Covered Employees. 
 If and to the extent that the Board determines that an Award to be granted to a Grantee who is designated by the
Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Award shall be contingent upon achievement of
pre-established performance goals and other terms set forth in this Section 14.6. 
 14.6.1. Performance Goals Generally. 

 The performance goals for such Awards shall consist of one or more business criteria and a targeted level or levels of performance with
respect to each of such criteria, as specified by the Committee consistent with this Section 14.6. Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder
including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Awards shall be granted,
exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Awards. Performance goals may differ for Awards granted
to any one Grantee or to different Grantees. 
 14.6.2. Timing For Establishing Performance Goals. 
 Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Awards, or at such other
date as may be required or permitted for “performance-based compensation” under Code Section 162(m). 
 14.6.3. Settlement
of Awards; Other Terms. 
 Settlement of such Awards shall be in cash, Stock, other Awards or other property, in the discretion of the
Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in which such Performance or Annual Incentive Awards shall be paid
or forfeited in the event of termination of Service by the Grantee prior to the end of a performance period or settlement of Awards. 
  

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 14.6.4. Performance Measures.
 The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation
shall be limited to the following Performance Measures: 
  

	 	(a)	net earnings or net income; 

  

	 	(b)	operating earnings; 

  

	 	(c)	pretax earnings; 

  

	 	(d)	earnings per share; 

  

	 	(e)	share price, including growth measures and total stockholder return; 

  

	 	(f)	earnings before interest and taxes; 

  

	 	(g)	earnings before interest, taxes, depreciation and/or amortization; 

  

	 	(h)	sales or revenue growth, whether in general, by type of product or service, or by type of customer; 

  

	 	(i)	gross or operating margins; 

  

	 	(j)	return measures, including return on assets, capital, investment, equity, sales or revenue; 

  

	 	(k)	cash flow, including operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment; 

  

	 	(l)	productivity ratios; 

  

	 	(m)	expense targets; 

  

	 	(n)	market share; 

  

	 	(o)	financial ratios as provided in credit agreements of the Company and its subsidiaries; 

  


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	 	(p)	working capital targets; 

  

	 	(q)	completion of acquisitions of business or companies. 

  

	 	(r)	completion of divestitures and asset sales; and 

  

	 	(s)	any combination of any of the foregoing business criteria. 

 Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any business unit of the Company, Subsidiary, and/or Affiliate or any combination thereof, as the Committee may
deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select
Performance Measure (e) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures
specified in this Section 14. 
 14.6.5. Evaluation of Performance.
 The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occur during a
Performance Period: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) any
reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations
appearing in the Company’s annual report to shareholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered
Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility. 
 14.6.6.
Adjustment of Performance-Based Compensation.
 Awards that are intended to qualify as Performance-Based Compensation may not be adjusted
upward. The Board shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis, or any combination as the Committee determines. 
 14.6.7. Board Discretion.
 In the event that applicable tax and/or securities laws change to permit
Board discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Board shall have sole discretion to make such changes without obtaining shareholder approval provided the exercise of such
discretion 

  

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does not violate Code Section 409A. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify
as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 12.1. 
 14.7. Status of Section Awards Under Code Section 162(m). 
 It is the intent of the Company that Awards under Section 14.6 hereof granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Code Section 162(m)
and regulations thereunder shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder. Accordingly, the terms of
Section 14.6, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the
Committee cannot determine with certainty whether a given Grantee will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the
Committee, at the time of grant of an Award, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such Awards does not comply or is inconsistent with the requirements of Code
Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements. 
 15. PARACHUTE LIMITATIONS 
 Except to the extent provided in any other agreement, contract, or understanding heretofore or
hereafter entered into by a Grantee with the Company or any Affiliate (an “Other Agreement”), if the Grantee is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Option, Restricted Stock or Stock
Unit held by that Grantee and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other
rights, payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all benefit arrangements, would cause any payment or benefit to the Grantee under this Plan to be considered a “parachute payment” within the
meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under
this Plan, all Other Agreements, and all benefit arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that
the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any Other Agreement or any benefit arrangement would cause the Grantee
to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Grantee as described in clause (ii) of the preceding sentence, then the Grantee shall have the
right, in the Grantee’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other 

  

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Agreements, and any benefit arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this Plan be
deemed to be a Parachute Payment. 
 16. REQUIREMENTS OF LAW 
 16.1. General. 
 The Company shall not be required to sell or issue any shares of Stock under any
Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation
any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any
governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option
pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of
termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to
the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares
pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered
hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such
Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 
 16.2. Rule 16b-3. 
 During any time
when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options granted hereunder will qualify for the exemption
provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take
advantage of any features of, the revised exemption or its replacement. 
  

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 17. EFFECT OF CHANGES IN CAPITALIZATION 
 17.1. Changes in Stock. 
 If the number
of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock
split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the
Effective Date, the number and kinds of shares for which grants of Options and other Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are
outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in
outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a
corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration.
Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company)
without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the exercise price of outstanding
Options and Stock Appreciation Rights to reflect such distribution. 
 17.2. Reorganization in Which the Company Is the Surviving Entity
Which does not Constitute a Corporate Transaction. 
 Subject to Section 17.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Corporate Transaction, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option
Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the shares remaining subject to the Option or SAR immediately prior to
such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing an Award, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of
the reorganization, merger or consolidation. In the event of a transaction described in this 

  

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Section 17.2, Stock Units shall be adjusted so as to apply to the securities that a holder of the number of shares of Stock subject to the Stock Units
would have been entitled to receive immediately following such transaction. 
 17.3. Corporate Transaction. 
 Subject to the exceptions set forth in the last sentence of this Section 17.3 and the last sentence of Section 17.4, upon the
occurrence of a Corporate Transaction:  
 (i) all outstanding shares of Restricted Stock shall be deemed to have vested, and all Stock
Units shall be deemed to have vested and the shares of Stock subject thereto shall be delivered, immediately prior to the occurrence of such Corporate Transaction, and 
 (ii) either of the following two actions shall be taken: 
 (A) fifteen (15) days prior to the scheduled
consummation of a Corporate Transaction, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days, or 
 (B) the Board may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Stock, Stock Units, and/or SARs and pay or
deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting in good faith), in the case of Restricted Stock or Stock Units, equal to the formula or fixed price
per share paid to holders of shares of Stock and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which
(I) the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such Award Shares. 
 With respect to the Company’s establishment of an exercise window, (i) any exercise of an Option or SAR during such fifteen-day period
shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Corporate Transaction, the Plan and all outstanding but unexercised Options
and SARs shall terminate. The Board shall send written notice of an event that will result in such a termination to all individuals who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders. This
Section 17.3 shall not apply to any Corporate Transaction to the extent that provision is made in writing in connection with such Corporate Transaction for the assumption or continuation of the Options, SARs, Stock Units and Restricted
Stock theretofore granted, or for the substitution for such Options, SARs, Stock Units and Restricted Stock for new common stock options and stock appreciation rights and new common stock units and restricted stock relating to the stock of a
successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and option and stock appreciation right exercise prices, in which event the Plan,
Options, SARs, Stock Units and Restricted Stock theretofore granted shall continue in the manner and under the terms so provided. In the event a Grantee’s Award is assumed, continued or substituted upon the consummation of 

  

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any Corporate Transaction and his employment is terminated without Cause within one year following the consummation of such Corporate Transaction, the
Grantee’s Award will be fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for such longer period as the Committee
shall determine. 
 17.4. Adjustments. 
 Adjustments under this Section 17 related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No
fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Board shall determine
the effect of a Corporate Transaction upon Awards other than Options, SARs, Stock Units and Restricted Stock, and such effect shall be set forth in the appropriate Award Agreement. The Board may provide in the Award Agreements at the time of grant,
or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 17.1, 17.2 and 17.3. 
 17.5. No Limitations on Company. 
 The
making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve,
or liquidate, or to sell or transfer all or any part of its business or assets. 
 18. GENERAL PROVISIONS 
 18.1. Disclaimer of Rights. 
 No
provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or
authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding
anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be
a director, officer, consultant or employee of the Company or an Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the
manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or
beneficiary under the terms of the Plan. 
  

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 18.2. Nonexclusivity of the Plan. 
 Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or
particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of stock options otherwise than under the Plan. 
 18.3. Withholding Taxes. 
 The Company or an Affiliate, as the case may be, shall have the right to
deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of
any shares of Stock upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may
reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the
Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by delivering to the Company or the Affiliate shares of
Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding
obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy his or her withholding
obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state or
local tax withholding requirements upon the exercise, vesting, lapse of restrictions applicable to such Award or payment of shares pursuant to such Award, as applicable, cannot exceed such number of shares having a Fair Market Value equal to the
minimum statutory amount required by the Company to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of shares. 
 18.4. Captions. 
 The use of captions
in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement. 
 18.5. Other Provisions. 
 Each Award granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion. 
  

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 18.6. Number and Gender. 
 With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as
the context requires. 
 18.7. Severability. 
 If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. 
 18.8. Governing Law.

 The validity and construction of this Plan and the instruments evidencing the Awards hereunder shall be governed by the laws of the
State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other
jurisdiction. 
 18.9. Section 409A of the Code. 
 The Board intends to comply with Section 409A of the Code (“Section 409A”), or an exemption to Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation
within the meaning of Section 409A. To the extent that the Board determines that a Grantee would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans pursuant to Section 409A as a result of any
provision of any Award granted under this Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board. 
 * * * 
 To record adoption of the
Plan by the Board as of June 12, 2007, and approval of the Plan by the stockholders on August 2, 2007, the Company has caused its authorized officer to execute the Plan. 
  

			
	CROSS MATCH TECHNOLOGIES, INC.
		
	By:	 	 
	Name:	 	
	Title:	 	


  

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