2005 Equity Incentive Plan



 Exhibit 10.6 
 SciClone Pharmaceuticals, Inc. 
 2005 Equity Incentive Plan 
 As Amended Through February 22, 2007 







 TABLE OF CONTENTS 
  

							
	 	 	 	 	 	  	Page
	1.	 	Establishment, Purpose and Term of Plan	  	1
				
		 	1.1	 	Establishment	  	1
		 	1.2	 	Purpose	  	1
		 	1.3	 	Term of Plan	  	1
			
	2.	 	Definitions and Construction	  	1
				
		 	2.1	 	Definitions	  	1
		 	2.2	 	Construction	  	7
			
	3.	 	Administration	  	7
				
		 	3.1	 	Administration by the Committee	  	7
		 	3.2	 	Authority of Officers	  	8
		 	3.3	 	Administration with Respect to Insiders	  	8
		 	3.4	 	Committee Complying with Section 162(m)	  	8
		 	3.5	 	Powers of the Committee	  	8
		 	3.6	 	Option or SAR Repricing	  	9
		 	3.7	 	Indemnification	  	9
			
	4.	 	Shares Subject to Plan	  	10
				
		 	4.1	 	Maximum Number of Shares Issuable	  	10
		 	4.2	 	Share Accounting	  	10
		 	4.3	 	Adjustments for Changes in Capital Structure	  	10
			
	5.	 	Eligibility, Participation and Award Limitations	  	11
				
		 	5.1	 	Persons Eligible for Awards	  	11
		 	5.2	 	Participation in Plan	  	11
		 	5.3	 	Award Limitations	  	12
			
	6.	 	Stock Options	  	13
				
		 	6.1	 	Exercise Price	  	13
		 	6.2	 	Exercisability and Term of Options	  	14
		 	6.3	 	Payment of Exercise Price	  	14
		 	6.4	 	Effect of Termination of Service	  	15
		 	6.5	 	Transferability of Options	  	16
			
	7.	 	Stock Appreciation Rights	  	16
				
		 	7.1	 	Types of SARs Authorized	  	16
		 	7.2	 	Exercise Price	  	16
		 	7.3	 	Exercisability and Term of SARs	  	16
		 	7.4	 	Exercise of SARs	  	17

  

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 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	 	 	  	Page
		 	7.5	 	Deemed Exercise of SARs	  	17
		 	7.6	 	Effect of Termination of Service	  	17
		 	7.7	 	Nontransferability of SARs	  	18
			
	8.	 	Stock Awards	  	18
				
		 	8.1	 	Types of Stock Awards Authorized	  	18
		 	8.2	 	Purchase Price	  	18
		 	8.3	 	Purchase Period	  	18
		 	8.4	 	Payment of Purchase Price	  	19
		 	8.5	 	Vesting and Restrictions on Transfer	  	19
		 	8.6	 	Voting Rights; Dividends and Distributions	  	19
		 	8.7	 	Effect of Termination of Service	  	19
		 	8.8	 	Nontransferability of Stock Award Rights	  	20
			
	9.	 	Restricted Stock Unit Awards	  	20
				
		 	9.1	 	Grant of Restricted Stock Unit Awards	  	20
		 	9.2	 	Purchase Price	  	20
		 	9.3	 	Vesting	  	20
		 	9.4	 	Voting Rights, Dividend Equivalent Rights and Distributions	  	21
		 	9.5	 	Effect of Termination of Service	  	21
		 	9.6	 	Settlement of Restricted Stock Unit Awards	  	21
		 	9.7	 	Nontransferability of Restricted Stock Unit Awards	  	22
			
	10.	 	Performance Awards	  	22
				
		 	10.1	 	Types of Performance Awards Authorized	  	22
		 	10.2	 	Initial Value of Performance Shares and Performance Units	  	22
		 	10.3	 	Establishment of Performance Period, Performance Goals and Performance Award Formula	  	22
		 	10.4	 	Measurement of Performance Goals	  	23
		 	10.5	 	Settlement of Performance Awards	  	25
		 	10.6	 	Voting Rights; Dividend Equivalent Rights and Distributions	  	26
		 	10.7	 	Effect of Termination of Service	  	27
		 	10.8	 	Nontransferability of Performance Awards	  	27
			
	11.	 	Standard Forms of Award Agreement	  	27
				
		 	11.1	 	Award Agreements	  	27
		 	11.2	 	Authority to Vary Terms	  	27
			
	12.	 	Change in Control	  	27
				
		 	12.1	 	Effect of Change in Control on Options and SARs	  	27

  

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 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	 	 	  	Page
		 	12.2	 	Effect of Change in Control on Stock Awards, Restricted Stock Unit Awards and Performance Awards	  	28
			
	13.	 	Compliance with Securities Law	  	28
			
	14.	 	Tax Withholding	  	29
				
		 	14.1	 	Tax Withholding in General	  	29
		 	14.2	 	Withholding in Shares	  	29
			
	15.	 	Amendment or Termination of Plan	  	29
			
	16.	 	Compliance with Section 409A	  	30
				
		 	16.1	 	Awards Subject to Section 409A	  	30
		 	16.2	 	Deferral and/or Distribution Elections	  	30
		 	16.3	 	Subsequent Elections	  	31
		 	16.4	 	Distributions Pursuant to Deferral Elections	  	31
		 	16.5	 	Unforeseeable Emergency	  	32
		 	16.6	 	Disabled	  	32
		 	16.7	 	Death	  	32
		 	16.8	 	No Acceleration of Distributions	  	33
			
	17.	 	Miscellaneous Provisions	  	33
				
		 	17.1	 	Repurchase Rights	  	33
		 	17.2	 	Forfeiture Events	  	33
		 	17.3	 	Provision of Information	  	33
		 	17.4	 	Rights as Employee, Consultant or Director	  	33
		 	17.5	 	Rights as a Stockholder	  	34
		 	17.6	 	Delivery of Title to Shares	  	34
		 	17.7	 	Fractional Shares	  	34
		 	17.8	 	Retirement and Welfare Plans	  	34
		 	17.9	 	Beneficiary Designation	  	34
		 	17.10	 	Severability	  	34
		 	17.11	 	No Constraint on Corporate Action	  	35
		 	17.12	 	Unfunded Obligation	  	35
		 	17.13	 	Choice of Law	  	35

  

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 SciClone Pharmaceuticals, Inc. 
 2005 Equity Incentive Plan 
 As Amended Through February 22, 2007 

 1. ESTABLISHMENT, PURPOSE AND TERM OF
PLAN. 
 1.1 Establishment. The SciClone Pharmaceuticals, Inc. 2004 Stock Option
Plan was initially established effective May 26, 2004 (the “Initial Plan”). The Initial Plan is hereby amended and restated in its entirety as the SciClone Pharmaceuticals, Inc. 2005 Equity Incentive Plan
(the “Plan”) effective as of June 7, 2005, the date of its approval by the stockholders of the Company (the “Effective Date”). 
 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by
providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to
achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Stock Purchase Rights, Stock Bonuses, Restricted Stock Units, Performance Shares and Performance Units. 
 1.3 Term of Plan. The Plan shall continue in effect until its termination by the Committee; provided however, that all Awards shall be granted, if
at all, within ten (10) years from the Effective Date. 
 2. DEFINITIONS AND
CONSTRUCTION. 
 2.1 Definitions. Whenever used herein, the following terms shall have their
respective meanings set forth below: 
 (a) “Affiliate” means (i) an entity, other than a Parent
Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more
intermediary entities. For this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the
relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act. 
 (b) “Award” means any Option, Stock Appreciation Right, Stock Purchase Right, Stock Bonus, Restricted Stock Unit,
Performance Share or Performance Unit granted under the Plan. 
 (c) “Award Agreement” means a written
or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. 
  

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

 (e) “Cause” means, unless such term or an equivalent term is otherwise defined with respect to an
Award by the Participant’s Award Agreement or by a written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or
falsification of any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to
confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including,
without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a
Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure,
such failure or inability; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach is
not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which
impairs the Participant’s ability to perform his or her duties with a Participating Company. 
 (f) “Change in
Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or by a written contract of employment or service, the occurrence of any of the
following: 
 (i) an Ownership Change Event or series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 2.1(y)(iii), the entity to which the assets of the Company were transferred (the
“Transferee”), as the case may be; or 
 (ii) a liquidation or dissolution of the Company. 

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities
of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to
determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 
 (g) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated
thereunder. 
  

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 (h) “Committee” means the Compensation Committee and such other
committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly
constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. 
 (i) “Company” means SciClone Pharmaceuticals, Inc., a Delaware corporation, or any successor corporation thereto.

 (j) “Consultant” means a person engaged to provide consulting or advisory services (other than as
an Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling
securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act. 
 (k) “Covered Employee” means any Employee who is or may become a “covered employee” as defined in Section 162(m), or any successor statute, and who is designated, either as an individual
Employee or a member of a class of Employees, by the Committee no later than (i) the date ninety (90) days after the beginning of the Performance Period, or (ii) the date on which twenty-five percent (25%) of the Performance
Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period. 
 (l)
“Director” means a member of the Board. 
 (m) “Disability”
means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code. 
 (n)
“Dividend Equivalent” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of
Stock for each share of Stock represented by an Award held by such Participant. 
 (o) “Employee”
means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an
employee with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s fee shall
be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such
individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an
Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such
individual’s status as an Employee. 
  

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 (p) “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 (q) “Fair Market Value” means, as of any date, the value of a share of Stock or other
property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 
 (i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market
system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The
Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the
relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the
relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion. 
 (ii) Notwithstanding the
foregoing, the Committee may, in its discretion, determine the Fair Market Value on the basis of the opening, closing, high, low or average sale price of a share of Stock or the actual sale price of a share of Stock received by a Participant, on
such date, the preceding trading day or the next succeeding trading day or an average determined over a period of trading days. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different
purposes under the Plan. 
 (iii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system,
the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse. 
 (r) “Full Value Award” means any Award settled in Stock, other than (i) an Option, (ii) a Stock
Appreciation Right or (iii) a Stock Purchase Right under which the Company will receive monetary consideration equal to the Fair Market Value of the shares subject to such Award. 
 (s) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which
qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 
 (t)
“Insider” means an Officer, Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act. 
  

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 (u) “Insider Trading Policy” means the written policy of the
Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its
securities. 
 (v) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the
Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code. 
 (w)
“Officer” means any person designated by the Board as an officer of the Company. 
 (x)
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to Section 6. 
 (y) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by
the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all
of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). 
 (z)
“Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 
 (aa) “Participant” means any eligible person who has been granted one or more Awards. 
 (bb) “Participating Company” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.

 (cc) “Participating Company Group” means, at any point in time, all entities collectively which are
then Participating Companies. 
 (dd) “Performance Award” means an Award of Performance Shares or
Performance Units. 
 (ee) “Performance Award Formula” means, for any Performance Award, a formula or
table established by the Committee pursuant to Section 10.3 which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of
the applicable Performance Period. 
 (ff) “Performance-Based Compensation” means compensation under
an Award that satisfies the requirements of Section 162(m) for certain performance-based compensation paid to Covered Employees. 
  

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 (gg) “Performance Goal” means a performance goal established by
the Committee pursuant to Section 10.3. 
 (hh) “Performance Period” means a period established
by the Committee pursuant to Section 10.3 at the end of which one or more Performance Goals are to be measured. 
 (ii)
“Performance Share” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Share, as determined by the
Committee, based on performance. 
 (jj) “Performance Unit” means a bookkeeping entry representing a
right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance. 
 (kk) “Restricted Stock Unit” or “Stock Unit” means a bookkeeping entry representing a
right granted to a Participant pursuant to Section 9, respectively, to receive a share of Stock on a date determined in accordance with the provisions of Section 9, as applicable, and the Participant’s Award Agreement. 
 (ll) “Restriction Period” means the period established in accordance with Section 8.5 during which shares
subject to a Stock Award are subject to Vesting Conditions. 
 (mm) “Rule 16b-3” means Rule 16b-3
under the Exchange Act, as amended from time to time, or any successor rule or regulation. 
 (nn)
“SAR” or “Stock Appreciation Right” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to
Section 7 to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. 
 (oo) “Section 162(m)” means Section 162(m) of the Code. 
 (pp) “Section 409A” means Section 409A of the Code (including regulations or administrative guidelines
thereunder). 
 (qq) “Securities Act” means the Securities Act of 1933, as amended. 
 (rr) “Service” means a Participant’s employment or service with the Participating Company Group, whether in
the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating
Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant
takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement
of such leave the Participant’s Service shall be deemed to have terminated 
  

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 unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the
foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be
deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine
whether the Participant’s Service has terminated and the effective date of such termination. 
 (ss)
“Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.3. 
 (tt) “Stock Award” means an Award of a Stock Bonus or a Stock Purchase Right. 
 (uu) “Stock Bonus” means Stock granted to a Participant pursuant to Section 8. 
 (vv) “Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to Section 8. 
 (ww) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as
defined in Section 424(f) of the Code. 
 (xx) “Ten Percent Owner” means a Participant who, at
the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of
Section 422(b)(6) of the Code. 
 (yy) “Vesting Conditions” mean those conditions established in
accordance with the Plan prior to the satisfaction of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s purchase price for such shares upon the
Participant’s termination of Service. 
 2.2 Construction. Captions and titles contained herein are for convenience only and
shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise. 
 3. ADMINISTRATION.

 3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan or
of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award. 
  

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 3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation,
determination or election. The Board or Committee may, in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more Awards, without further approval of the Board or the Committee, to any Employee,
other than a person who, at the time of such grant, is an Insider; provided, however, that (a) such Awards shall not be granted for shares in excess of the maximum aggregate number of shares of Stock authorized for issuance pursuant to
Section 4.1, (b) each such Award which is a Full Value Award shall be subject to minimum vesting provisions described in Section 5.3(b), (c) each such Award shall be subject to the terms and conditions of the appropriate standard
form of Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan, and (d) each such Award shall conform to such limits and guidelines as shall be established from time to time by resolution of the
Board or the Committee. 
 3.3 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any
time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3. 
 3.4 Committee Complying with Section 162(m). If the Company is a “publicly held corporation” within the meaning of
Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award intended to result in the payment of Performance-Based Compensation. 
 3.5 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the
Committee shall have the full and final power and authority, in its discretion: 
 (a) to determine the persons to whom, and the time or
times at which, Awards shall be granted and the number of shares of Stock, units or monetary value to be subject to each Award; 
 (b) to
determine the type of Award granted; 
 (c) to determine the Fair Market Value of shares of Stock or other property; 
 (d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto,
including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding
obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the
Performance Measures, Performance Period, Performance Award Formula and Performance Goals applicable to any Award and the extent to which such 
  

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 Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the
Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; 
 (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; 
 (f) to approve one or more forms of Award Agreement; 
 (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; 
 (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect
to the period following a Participant’s termination of Service; 
 (i) without the consent of the affected Participant and
notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock
Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.3) as the replaced Option and otherwise provides substantially equivalent
terms and conditions as the replaced Option, as determined by the Committee; 
 (j) to prescribe, amend or rescind rules, guidelines and
policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate
the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and 
 (k) to correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent
not inconsistent with the provisions of the Plan or applicable law. 
 3.6 Option or SAR Repricing. Without the affirmative vote of
holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Board shall
not approve either (a) the cancellation of outstanding Options or SARs and the grant in substitution therefore of new Options or SARs having a lower exercise price or (b) the amendment of outstanding Options or SARs to reduce the exercise
price thereof. This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code. 
 3.7 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers
or employees of the Participating Company Group, members of the Board or the Committee and any 
  

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 officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
 4. SHARES
SUBJECT TO PLAN. 
 4.1 Maximum Number of Shares Issuable. Subject
to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be seven million eight hundred thousand (7,800,000) shares, and shall consist of authorized but
unissued or reacquired shares of Stock or any combination thereof. 
 4.2 Share Accounting. 
 (a) Each share of Stock subject to an Award other than a Full Value Award shall be counted against the limit set forth in Section 4.1 as one share.
Each share of Stock subject to a Full Value Award shall be counted against the limit as 1.3 shares. 
 (b) If an outstanding Award for any
reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company for an amount not
greater than the Participant’s original purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock
shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award, other than an Option or SAR, that is settled in cash. Shares withheld or reacquired by the Company in satisfaction of tax withholding obligations
pursuant to Section 14.2 shall not again be available for issuance under the Plan. Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced by the gross
number of shares for which the SAR is exercised. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, the number of shares available for issuance under the
Plan shall be reduced by the gross number of shares for which the Option is exercised. 
 4.3 Adjustments for Changes in Capital
Structure. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, 
  

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 split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of
the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate
adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the Award limits set forth in Section 5.3 and in the exercise or purchase price per share under any outstanding Award in order to
prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the
Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of
another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of shares
subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from an adjustment pursuant to
this Section 4.3 shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award. The Committee
in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals,
Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section 4.3 shall be final, binding and conclusive. 
 The Committee may, without affecting the number of Shares reserved or available hereunder, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of
property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Sections 409A and 422 and any related guidance issued by the U.S. Treasury Department, where applicable. 
 5. ELIGIBILITY, PARTICIPATION AND AWARD
LIMITATIONS. 
 5.1 Persons Eligible for Awards. Awards may be granted only to Employees,
Consultants and Directors. 
 5.2 Participation in Plan. Awards are granted solely at the discretion of the Committee. Eligible
persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 
  

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 5.3 Award Limitations. 
 (a) Incentive Stock Option Limitations. 
 (i) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock that may be issued under the
Plan pursuant to the exercise of Incentive Stock Options shall not exceed seven million eight hundred thousand (7,800,000) shares. The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other
than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Section 4.2 and Section 4.3. 
 (ii) Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the
Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an
Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee of an ISO-Qualifying Corporation shall be deemed granted
effective on the date such person commences Service with an ISO-Qualifying Corporation, with an exercise price determined as of such date in accordance with Section 8.2. 
 (iii) Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the
Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options
which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of
stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated
herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the
limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion
of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified. 
 (b) Limit on Full
Value Awards without Minimum Vesting. Except with respect to a maximum of five percent (5%) of the maximum aggregate number of shares of Stock that may be issued under the Plan, as provided in Sections 4.1, 4.2 and 4.3, any Full
Value Award which vests on the basis of the Participant’s continued Service shall not provide for vesting which is any more rapid than over a period of three (3) years, and any Full Value Award which vests on the basis of the attainment of
performance goals shall not provide for a performance period of less than twelve (12) months; provided, however, that such limitations shall 
  

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 not preclude the acceleration of vesting of any such Award upon the death, disability, retirement or involuntary
termination of Service of the Participant or upon or following a Change in Control, as determined by the Committee in its discretion. 
 (c)
Section 162(m) Award Limits. The following limits shall apply to the grant of any Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of Section 162(m). 
 (i) Options and SARs. Subject to adjustment as provided in Section 4.3, no Employee shall be granted within any fiscal year of the Company
one or more Options or Freestanding SARs which in the aggregate are for more than one million two hundred fifty thousand (1,250,000) shares. 
 (ii) Stock Awards and Restricted Stock Unit Awards. Subject to adjustment as provided in Section 4.3, no Employee shall be granted within any fiscal year of the Company one or more Stock Awards or Restricted Stock Unit Awards,
the grant or vesting of which is based on the attainment of Performance Goals, for more than seven hundred fifty thousand (750,000) shares. 
 (iii) Performance Awards. Subject to adjustment as provided in Section 4.3, no Employee shall be granted (1) Performance Shares which could result in such Employee receiving more than seven hundred fifty thousand
(750,000) shares for each full fiscal year of the Company contained in the Performance Period for such Award, or (2) Performance Units which could result in such Employee receiving more than two million two hundred fifty thousand dollars
($2,250,000) for each full fiscal year of the Company contained in the Performance Period for such Award. No Participant may be granted more than one Performance Award for the same Performance Period. 
 6. STOCK OPTIONS. 
 Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to
time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by
reference, including the provisions of Section 16 with respect to Section 409A if applicable, and shall comply with and be subject to the following terms and conditions: 
 6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that
(a) the exercise price per share of an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an
exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a
Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions
of Section 424(a) of the Code. 
  

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 6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or
upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option
shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years
after the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, each Option shall terminate ten (10) years after the effective date of grant of the Option,
unless earlier terminated in accordance with its provisions. 
 6.3 Payment of Exercise Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option shall be made (i) in cash or by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not
less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or
all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a “Cashless Exercise”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. The
Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 
 (b) Limitations on Forms of Consideration. 
 (i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would
constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months (or such other period, if any, as the Committee may permit) and not used for another Option exercise by attestation
during such period, or were not acquired, directly or indirectly, from the Company. 
 (ii) Cashless Exercise. The Company reserves,
at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one
or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants. 
  

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 6.4 Effect of Termination of Service. 
 (a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the
Committee in the grant of an Option and set forth in the Award Agreement, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the
Participant’s termination of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate: 
 (i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised
and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the
date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration
Date”). 
 (ii) Death. If the Participant’s Service terminates because of the death of the Participant, the
Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason
of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s
Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service. 
 (iii) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause or if, following the Participant’s termination of
Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause for termination of Service, the Option shall terminate in its entirety and cease to be exercisable
immediately upon such termination of Service or act. 
 (iv) Other Termination of Service. If the Participant’s Service
terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time
prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 
 (b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination for Cause, if the exercise of an Option
within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 13 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the
Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. 
  

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 (c) Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing,
other than termination for Cause, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act,
the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and
ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date. 
 6.5
Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. An Option shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable
limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act. 
 7.
STOCK APPRECIATION RIGHTS. 
 Stock Appreciation Rights shall be
evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company unless
evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference, including provisions of Section 16 with respect to Section 409A if applicable, and shall
comply with and be subject to the following terms and conditions: 
 7.1 Types of SARs Authorized. SARs may be granted in tandem with
all or any portion of a related Option (a “Tandem SAR”) or may be granted independently of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently
with the grant of the related Option. 
 7.2 Exercise Price. The exercise price for each SAR shall be established in the discretion of
the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not
less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR. 
 7.3 Exercisability and Term of SARs.

 (a) Tandem SARs. Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the
related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with 
  

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 respect to less than the full number of shares of Stock subject to the related Option. The Committee may, in its
discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance
with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to
such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such
Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised. 
 (b) Freestanding SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the
Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR. 
 7.4 Exercise of SARs. Upon the exercise (or deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the Participant’s
legal representative or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the
excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made (a) in the case of a Tandem SAR, solely in shares of Stock in a lump sum as soon as
practicable following the date of exercise of the SAR and (b) in the case of a Freestanding SAR, in cash, shares of Stock, or any combination thereof as determined by the Committee in compliance with Section 409A. Unless otherwise provided
in the Award Agreement evidencing a Freestanding SAR, payment shall be made in a lump sum as soon as practicable following the date of exercise of the SAR. The Award Agreement evidencing any Freestanding SAR may provide for deferred payment in a
lump sum or in installments in compliance with Section 409A. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise
of the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant or as otherwise provided in Section 7.5. 
 7.5 Deemed Exercise of SARs. If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable
immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of
such date with respect to such portion. 
 7.6 Effect of Termination of Service. Subject to earlier termination of the SAR as
otherwise provided herein and unless otherwise provided by the Committee in the grant of an SAR and set forth in the Award Agreement, an SAR shall be exercisable after a Participant’s termination of Service only to the extent and during the
applicable time period determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter shall terminate. 
  

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 7.7 Nontransferability of SARs. During the lifetime of the Participant, an SAR shall be
exercisable only by the Participant or the Participant’s guardian or legal representative. An SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the
Award Agreement evidencing such Award, a Tandem SAR related to a Nonstatutory Stock Option or a Freestanding SAR shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8
Registration Statement under the Securities Act. 
 8. STOCK AWARDS. 

Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Stock Bonus or a Stock Purchase Right and the number of shares of
Stock subject to the Award, in such form as the Committee shall from time to time establish. No Stock Award or purported Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award
Agreements evidencing Stock Awards may incorporate all or any of the terms of the Plan by reference, including the provisions of Section 16 with respect to Section 409A, if applicable, and shall comply with and be subject to the following
terms and conditions: 
 8.1 Types of Stock Awards Authorized. Stock Awards may be granted in the form of either a Stock Bonus or a
Stock Purchase Right. Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of a
Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).

 8.2 Purchase Price. The purchase price for shares of Stock issuable under each Stock Purchase Right shall be established by the
Committee in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Stock Bonus, the consideration for which shall be services actually rendered to a
Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its
benefit having a value not less than the par value of the shares of Stock subject to a Stock Award. 
 8.3 Purchase Period. A Stock
Purchase Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30) days from the effective date of the grant of the Stock Purchase Right. 
  

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 8.4 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price
for the number of shares of Stock being purchased pursuant to any Stock Purchase Right shall be made (a) in cash or by check or cash equivalent, (b) by such other consideration as may be approved by the Committee from time to time to the
extent permitted by applicable law, or (iii) by any combination thereof. The Committee may at any time or from time to time grant Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the
purchase price or which otherwise restrict one or more forms of consideration. 
 8.5 Vesting and Restrictions on Transfer. Subject to
Section 5.3(b), Shares issued pursuant to any Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without
limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any Restriction Period in which shares acquired pursuant to a Stock Award
remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 8.8. The Committee, in its
discretion, may provide in any Award Agreement evidencing a Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Stock Award would otherwise occur on a day on which the sale of such shares would
violate the Company’s Insider Trading Policy, then the satisfaction of the Vesting Conditions shall automatically be deemed to occur on the next day on which the sale of such shares would not violate the Insider Trading Policy. Upon request by
the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock
acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 
 8.6 Voting
Rights; Dividends and Distributions. Except as provided in this Section, Section 8.5 and any Award Agreement, during any Restriction Period applicable to shares subject to a Stock Award, the Participant shall have all of the rights of a
stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of
Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, any and all new, substituted or additional securities or other property (other than normal cash dividends)
to which the Participant is entitled by reason of the Participant’s Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Stock Award with respect to which such dividends or distributions were paid
or adjustments were made. 
 8.7 Effect of Termination of Service. Unless otherwise provided by the Committee in the Award Agreement
evidencing a Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a) the Company shall have the option to repurchase for the
purchase price paid by the Participant any shares acquired by the Participant pursuant to a Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (b) the Participant
shall forfeit to the Company any shares acquired by the Participant 
  

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 pursuant to a Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination
of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. 
 8.8 Nontransferability of Stock Award Rights. Rights to acquire shares of Stock pursuant to a Stock Award shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights
with respect to a Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative. 
 9. RESTRICTED STOCK UNIT AWARDS. 
 Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as
the Committee shall from time to time establish. No Restricted Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements
evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference, including the provisions of Section 16 with respect to Section 409A, if applicable, and shall comply with and be subject to the following
terms and conditions: 
 9.1 Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as
the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such
Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a). 
 9.2 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted
Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish
consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Restricted Stock Unit Award. 
 9.3 Vesting. Subject to Section 5.3(b), Restricted Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the
satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award
Agreement evidencing such Award. 
  

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 9.4 Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting
rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock
during the period beginning on the date such Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalents,
if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so
credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair
Market Value per share of Stock on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the
Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as
described in Section 4.3, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other
property (other than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately
subject to the same Vesting Conditions as are applicable to the Award. 
 9.5 Effect of Termination of Service. Unless otherwise
provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or
disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. 
 9.6 Settlement of Restricted Stock Unit Awards. The Company shall issue to a Participant on the date on which Restricted Stock Units subject to
the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional
securities or other property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes. If permitted by the
Committee, subject to the provisions of Section 16 with respect to Section 409A, the Participant may elect in accordance with terms specified in the Award Agreement to defer receipt of all or any portion of the shares of Stock or other
property otherwise issuable to the Participant pursuant to this Section, and such deferred issuance date(s) elected by the Participant shall be set forth in the Award Agreement. Notwithstanding the foregoing, the Committee, in its discretion, may
provide for settlement of any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock 
  

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 or other property otherwise issuable to the Participant pursuant to this Section. The Committee, in its discretion, may
provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the settlement of the Award with respect to any shares would otherwise occur on a day on which the sale of such shares would violate the Company’s Insider Trading
Policy, then the settlement with respect to such shares shall occur on the next day on which the sale of such shares would not violate the Insider Trading Policy. 
 9.7 Nontransferability of Restricted Stock Unit Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any manner to anticipation, alienation, sale, exchange,
transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit
Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative. 
 10. PERFORMANCE AWARDS. 
 Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No Performance Award or
purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference,
including the provisions of Section 16 with respect to Section 409A, if applicable, and shall comply with and be subject to the following terms and conditions: 
 10.1 Types of Performance Awards Authorized. Performance Awards may be granted in the form of either Performance Shares or Performance Units. Each Award Agreement evidencing a Performance Award shall specify
the number of Performance Shares or Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award. 

10.2 Initial Value of Performance Shares and Performance Units. Unless otherwise provided by the Committee in granting a Performance Award,
each Performance Share shall have an initial monetary value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment as provided in Section 4.3, on the effective date of grant of the Performance Share, and each
Performance Unit shall have an initial monetary value established by the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award
Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee. 
 10.3 Establishment of Performance Period, Performance Goals and Performance Award Formula. In granting each Performance Award, the Committee shall
establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the 
  

 22 








 Performance Award Formula the final value of the Performance Award to be paid to the Participant. Unless otherwise
permitted in compliance with the requirements under Section 162(m) with respect to each Performance Award intended to result in the payment of Performance-Based Compensation, the Committee shall establish the Performance Goal(s) and Performance
Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has
elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals and Performance Award Formula applicable to a Covered Employee shall not be changed during the
Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance Goal(s) and Performance Award Formula. 
 10.4 Measurement of Performance Goals. Performance Goals shall be established by the Committee on the basis of targets to be attained
(“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the following: 
 (a) Performance Measures. Performance Measures shall have the same meanings as used in the Company’s financial statements, or, if such
terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as used generally in the Company’s industry. Performance Measures shall be calculated
with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee. For purposes of the Plan, the Performance Measures
applicable to a Performance Award shall be calculated in accordance with generally accepted accounting principles, but prior to the accrual or payment of any Performance Award for the same Performance Period and excluding the effect (whether
positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award. Each such
adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect
to a Performance Award. Performance Measures may be one or more of the following, as determined by the Committee: 
 (i) revenue; 

(ii) sales; 
 (iii) expenses;

 (iv) operating income; 
 (v) gross margin; 
 (vi) operating margin; 
  

 23 








 (vii) earnings before any one or more of: stock-based compensation expense, interest, taxes,
depreciation and amortization; 
 (viii) pre-tax profit; 
 (ix) net operating income; 
 (x) net income; 
 (xi) economic value added; 
 (xii) free
cash flow; 
 (xiii) operating cash flow; 
 (xiv) stock price; 
 (xv) earnings per share; 
 (xvi) return on stockholder equity; 
 (xvii) return on capital; 
 (xviii) return on assets; 
 (xix) return on investment; 
 (xx)
employee satisfaction; 
 (xxi) employee retention; 
 (xxii) balance of cash, cash equivalents and marketable securities; 
 (xxiii) market share; 
 (xxiv) number of customers; 
 (xxv)
customer satisfaction; 
 (xxvi) product development; 
 (xxvii) completion of a joint venture or other corporate transaction; 
 (xxviii) completion of identified
special project; and 
 (xxix) overall effectiveness of management. 
 (b) Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the
final value of a Performance Award determined under the applicable Performance Award Formula 
  

 24 








 by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value
or as a value determined relative to an index, budget or other standard selected by the Committee. 
 10.5 Settlement of Performance
Awards. 
 (a) Determination of Final Value. As soon as practicable following the completion of the Performance Period
applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement
in accordance with the applicable Performance Award Formula. 
 (b) Discretionary Adjustment of Award Formula. In its
discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award granted to any Participant
who is not a Covered Employee to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine. If permitted under a Covered Employee’s Award Agreement, the
Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement
notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award Formula. No such reduction may result in an increase in the amount payable upon settlement of
another Participant’s Performance Award that is intended to result in Performance-Based Compensation. 
 (c) Effect of Leaves of
Absence. Unless otherwise required by law or a Participant’s Award Agreement, payment of the final value, if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days in leaves of absence during
a Performance Period shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was not on a leave of absence. 
 (d) Notice to Participants. As soon as practicable following the Committee’s determination and certification in accordance with
Sections 10.5(a) and (b), the Company shall notify each Participant of the determination of the Committee. 
 (e) Payment in
Settlement of Performance Awards. Subject to the provisions of Section 16 with respect to Section 409A, as soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a)
and (b), payment shall be made to each eligible Participant (or such Participant’s legal representative or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the
Participant’s Performance Award. Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment
shall be made in a lump sum. If permitted by the Committee, and subject to the provisions of Section 16 with respect to Section 409A, the Participant may elect to defer receipt 
  

 25 








 of all or any portion of the payment to be made to Participant pursuant to this Section, and such deferred payment
date(s) elected by the Participant shall be set forth in the Award Agreement. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend
Equivalents or interest. 
 (f) Provisions Applicable to Payment in Shares. If payment is to be made in shares of Stock, the
number of such shares shall be determined by dividing the final value of the Performance Award by the value of a share of Stock determined by the method specified in the Award Agreement. Such methods may include, without limitation, the closing
market price on a specified date (such as the settlement date) or an average of market prices over a series of trading days. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be
shares of Stock subject to Vesting Conditions as provided in Section 8.5. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Award Agreement and shall be subject to the provisions of Sections 8.5 through 8.8
above. 
 10.6 Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to
shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the
Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock during the period
beginning on the date the Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such Dividend
Equivalents, if any, shall be credited to the Participant in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock. The number of additional Performance Shares (rounded to the nearest whole number)
to be so credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by
(b) the Fair Market Value per share of Stock on such date. Dividend Equivalents may be paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee. Settlement of
Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 10.5. Dividend
Equivalents shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in
Section 4.3, appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than
normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately
subject to the same Performance Goals as are applicable to the Award. 
  

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 10.7 Effect of Termination of Service. Unless otherwise provided by the Committee and set forth in
the Award Agreement evidencing a Performance Award, the effect of a Participant’s termination of Service on the Performance Award shall be as follows: 
 (a) Death or Disability. If the Participant’s Service terminates because of the death or Disability of the Participant before the completion of the Performance Period applicable to the Performance
Award, the final value of the Participant’s Performance Award shall be determined by the extent to which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number
of days of the Participant’s Service during the Performance Period. Payment shall be made following the end of the Performance Period in any manner permitted by Section 10.5. 
 (b) Other Termination of Service. If the Participant’s Service terminates for any reason except death or Disability before the
completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety. 
 10.8
Nontransferability of Performance Awards. Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Performance Award granted to a Participant hereunder
shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative. 
 11.
STANDARD FORMS OF AWARD AGREEMENT. 
 11.1 Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from
time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms as the Committee may approve from time to time. 
 11.2 Authority to Vary Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of
Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended
standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. 
 12. CHANGE
IN CONTROL. 
 12.1 Effect of Change in Control on Options and SARs. Subject to
the provisions of Section 16 with respect to Section 409A if applicable, the Committee may provide for any one or more of the following: 
 (a) Accelerated Vesting. The Committee may, in its sole discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the
exercisability and vesting in connection with such Change in Control of any or all outstanding Options and SARs and shares acquired upon the exercise 
  

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 of such Options and SARs upon such conditions, including termination of the Participant’s Service prior to, upon, or
following such Change in Control, and to such extent as the Committee shall determine. 
 (b) Assumption or Substitution. In
the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, either assume or
continue the Company’s rights and obligations under outstanding Options and SARs or substitute for outstanding Options and SARs substantially equivalent options and SARs (as the case may be) for the Acquiror’s stock. Any Options or SARs
which are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of
consummation of the Change in Control. 
 (c) Cash-Out. The Committee may, in its sole discretion and without the consent of
any Participant, determine that, upon the occurrence of a Change in Control, each or any Option or SAR outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share (and each
unvested share, if so determined by the Committee) of Stock subject to such canceled Option or SAR in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other
property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such
Option or SAR (the “Spread”). In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portion
of their canceled Options and SARs as soon as practicable following the date of the Change in Control and in respect of the unvested portion of their canceled Options and SARs in accordance with the vesting schedule applicable to such Awards as in
effect prior to the Change in Control. 
 12.2 Effect of Change in Control on Stock Awards, Restricted Stock Unit Awards and Performance
Awards. Subject to the provisions of Section 16 with respect to Section 409A if applicable, the Committee may, in its discretion, provide in any Award Agreement evidencing a Stock Award, Restricted Stock Unit Award or Performance Award
for, or in the event of a Change in control may take such actions as it deems appropriate to provide for, the lapsing of the Restriction Period applicable to the shares subject to the Stock Award (and, in the case of Restricted Stock Units and
Performance Awards, acceleration of the vesting and settlement of such Award) upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, and to such extent as the Committee
shall determine. 
 13. COMPLIANCE WITH SECURITIES
LAW. 
 The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject
to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be
exercised or shares issued pursuant to an 
  

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 Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be
in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of
any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may
require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the
Company. 
 14. TAX WITHHOLDING. 
 14.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the
Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or
the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the
Participating Company Group’s tax withholding obligations have been satisfied by the Participant. 
 14.2 Withholding in Shares.
The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock
having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax
withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. 
 15.
AMENDMENT OR TERMINATION OF PLAN. 
 The Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued
under the Plan (except by operation of the provisions of Section 4.3), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the
Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then
outstanding Award unless expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant.
Notwithstanding any other provision of the Plan to the contrary, the 
  

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 Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any
Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not
limited to, Section 409A. 
 16. COMPLIANCE WITH SECTION 409A. 
 16.1 Awards Subject to Section 409A. The provisions of this Section 16 shall apply to any Award or portion thereof that is or becomes
subject to Section 409A, notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award. Awards subject to Section 409A include, without limitation: 
 (a) Any Nonstatutory Stock Option that permits the deferral of compensation other than the deferral of recognition of income until the exercise of the
Award. 
 (b) Any Restricted Stock Unit Award or Performance Award that either (i) provides by its terms for settlement of all or any
portion of the Award on one or more dates following the Short-Term Deferral Period (as defined below) or (ii) permits or requires the Participant to elect one or more dates on which the Award will be settled. 
 Subject to any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance, the term
“Short-Term Deferral Period” means the period ending on the later of (i) the date that is two and one-half months from the end of the Company’s fiscal year in which the applicable portion of the Award is no
longer subject to a substantial risk of forfeiture or (ii) the date that is two and one-half months from the end of the Participant’s taxable year in which the applicable portion of the Award is no longer subject to a substantial risk of
forfeiture. For this purpose, the term “substantial risk of forfeiture” shall have the meaning set forth in any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance. 
 16.2 Deferral and/or Distribution Elections. Except as otherwise permitted or required by Section 409A or any applicable U.S. Treasury
Regulations promulgated pursuant to Section 409A or other applicable guidance, the following rules shall apply to any deferral and/or distribution elections (each, an “Election”) that may be permitted or
required by the Committee pursuant to an Award subject to Section 409A: 
 (a) All Elections must be in writing and specify the amount
of the distribution in settlement of an Award being deferred, as well as the time and form of distribution as permitted by this Plan. 
 (b)
All Elections shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award may be granted to such Participant; provided, however, that if the Award qualifies as
“performance-based compensation” for purposes of Section 409A and is based on services performed over a period of at least twelve (12) months, then the Election may be made no later than six (6) months prior to the end of
such period. 
  

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 (c) Elections shall continue in effect until a written election to revoke or change such Election is
received by the Company, except that a written election to revoke or change such Election must be made prior to the last day for making an Election determined in accordance with paragraph (b) above or as permitted by Section 16.3.

 16.3 Subsequent Elections. Any Award subject to Section 409A which permits a subsequent Election to delay the
distribution or change the form of distribution in settlement of such Award shall comply with the following requirements: 
 (a) No
subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made; 
 (b)
Each subsequent Election related to a distribution in settlement of an Award not described in Section 16.4(b), 16.4(c), or 16.4(f) must result in a delay of the distribution for a period of not less than five (5) years from the date such
distribution would otherwise have been made; and 
 (c) No subsequent Election related to a distribution pursuant to Section 16.4(d)
shall be made less than twelve (12) months prior to the date of the first scheduled payment under such distribution. 
 16.4
Distributions Pursuant to Deferral Elections. No distribution in settlement of an Award subject to Section 409A may commence earlier than: 
 (a) Separation from service (as determined by the Secretary of the United States Treasury); 
 (b) The date
the Participant becomes Disabled (as defined below); 
 (c) Death; 
 (d) A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of an Award and set forth in
the Award Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 16.2 and/or 16.3, as applicable; 
 (e) To the extent provided by the Secretary of the U.S. Treasury, a change in the ownership or effective control or the Company or in the ownership of a
substantial portion of the assets of the Company; or 
 (f) The occurrence of an Unforeseeable Emergency (as defined below). 
 Notwithstanding anything else herein to the contrary, to the extent that a Participant is a “Specified Employee” (as defined in
Section 409A(a)(2)(B)(i)) of the Company, no distribution pursuant to Section 16.4(a) in settlement of an Award subject to Section 409A may be made before the date which is six (6) months after such Participant’s date of
separation from service, or, if earlier, the date of the Participant’s death. 
  

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 16.5 Unforeseeable Emergency. The Committee shall have the authority to provide in the Award
Agreement evidencing any Award subject to Section 409A for distribution in settlement of all or a portion of such Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable
Emergency. In such event, the amount(s) distributed with respect to such Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of
such distribution(s), after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation
of such assets would not itself cause severe financial hardship). All distributions with respect to an Unforeseeable Emergency shall be made in a lump sum as soon as practicable following the Committee’s determination that an Unforeseeable
Emergency has occurred. 
 The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee. The Committee’s
decision with respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the distribution in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.

 16.6 Disabled. The Committee shall have the authority to provide in any Award subject to Section 409A for distribution in
settlement of such Award in the event that the Participant becomes Disabled. A Participant shall be considered “Disabled” if either: 
 (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of
not less than twelve (12) months, or 
 (b) the Participant is, by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and
health plan covering employees of the Participant’s employer. 
 All distributions payable by reason of a Participant becoming Disabled
shall be paid in a lump sum or in periodic installments as established by the Participant’s Election, commencing as soon as practicable following the date the Participant becomes Disabled. If the Participant has made no Election with respect to
distributions upon becoming Disabled, all such distributions shall be paid in a lump sum as soon as practicable following the date the Participant becomes Disabled. 
 16.7 Death. If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her
beneficiary under the distribution method for death established by the Participant’s Election as soon as administratively possible following receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If
the Participant has made no Election with respect to distributions upon death, all such distributions shall be paid in a lump sum as soon as practicable following the date of the Participant’s death. 
  

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 16.8 No Acceleration of Distributions. Notwithstanding anything to the contrary herein, this Plan
does not permit the acceleration of the time or schedule of any distribution under this Plan, except as provided by Section 409A and/or the Secretary of the U.S. Treasury. 
 17. MISCELLANEOUS PROVISIONS. 
 17.1 Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and
restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more
persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company
any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 
 17.2 Forfeiture Events. 
 (a) The
Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in
addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service for Cause or any act by a Participant, whether before or after termination of Service,
that would constitute Cause for termination of Service. 
 (b) If the Company is required to prepare an accounting restatement due to the
material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through
gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company the amount of any payment in
settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying
such financial reporting requirement. 
 17.3 Provision of Information. Each Participant shall be given access to information
concerning the Company equivalent to that information generally made available to the Company’s common stockholders. 
 17.4 Rights
as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any
Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To
the extent that 
  

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 an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no
event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company. 
 17.5 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as
provided in Section 4.3 or another provision of the Plan. 
 17.6 Delivery of Title to Shares. Subject to any governing rules or
regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to
the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship,
or (c) by delivering such shares of Stock to the Participant in certificate form. 
 17.7 Fractional Shares. The Company shall
not be required to issue fractional shares upon the exercise or settlement of any Award. 
 17.8 Retirement and Welfare Plans. Neither
Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement
plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit. 
 17.9 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a
beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by
the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other
than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the
Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative. 
 17.10
Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the
validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby. 
  

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 17.11 No Constraint on Corporate Action. Nothing in this Plan shall be construed to:
(a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or
appropriate. 
 17.12 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any
amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be
required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust
investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the
Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim
against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan. 
 17.13 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the
State of California, without regard to its conflict of law rules. 
 IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies
that the foregoing sets forth the SciClone Pharmaceuticals, Inc. 2004 Stock Option Plan as duly adopted by the stockholders and effective on May 26, 2004 and amended and restated in its entirety as the 2005 Equity Incentive Plan effective as of
June 7, 2005, the date of its approval by the stockholders of the Company. 
  

	
	 /s/ Richard Waldron

	Secretary


  

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