EXHIBIT 4.1


 


 


The
McClatchy Company


 


2012 OMNIBUS INCENTIVE PLAN


 


(AS AMENDED AND RESTATED MARCH 23, 2017)


 


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	PURPOSE	1
	2.	DEFINITIONS	1
	3.	ADMINISTRATION OF THE PLAN	6
	 	3.1	Committee	6
	 	 	3.1.1	Powers and Authorities	6
	 	 	3.1.2	Composition of the Committee	7
	 	 	3.1.3	Other Committees	7
	 	 	3.1.4	Designated Officer	7
	 	3.2	Board	8
	 	3.3	Terms of Awards	8
	 	 	3.3.1	Committee Authority	8
	 	 	3.3.2	Forfeiture; Recoupment	9
	 	3.4	No Repricing	9
	 	3.5	Deferral Arrangement	10
	 	3.6	No Liability	10
	 	3.7	Registration; Share Certificates	10
	4.	STOCK SUBJECT TO THE PLAN	10
	 	4.1	Number of Shares of Stock Available for Awards	10
	 	4.2	Adjustments in Authorized Shares of Stock	11
	 	4.3	Share Usage	11
	5.	EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION	12
	 	5.1	Effective Date and Amendment Date	12
	 	5.2	Term	12
	 	5.3	Amendment and Termination	12
	6.	AWARD ELIGIBILITY AND LIMITATIONS	12
	 	6.1	Eligible Employees	12
	 	6.2	Limitation on Shares of Stock Subject to Awards and Cash Awards	13
	 	6.3	Stand-Alone, Additional, Tandem and Substitute Awards	13
	7.	AWARD AGREEMENT	14
	8.	TERMS AND CONDITIONS OF OPTIONS	14
	 	8.1	Option Price	14
	 	8.2	Vesting and Exercisability	14
	 	8.3	Term	14
	 	8.4	Termination of Service	15
	 	8.5	Limitations on Exercise of Option	15
	 	8.6	Method of Exercise	15
	 	8.7	Rights of Holders of Options	15
	 	8.8	Delivery of Stock	16


 




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	 	8.9	Transferability of Options	16
	 	8.10	Limitations on Incentive Stock Options	16
	 	8.11	Notice of Disqualifying Disposition	16
	9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	16
	 	9.1	Right to Payment and SAR Price	16
	 	9.2	Other Terms	17
	 	9.3	Term	17
	 	9.4	Rights of Holders of SARs	17
	 	9.5	Transferability of SARs	17
	10.	TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK units, and deferred stock units	18
	 	10.1	Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units	18
	 	10.2	Restrictions	18
	 	10.3	Registration; Restricted Share Certificates	18
	 	10.4	Rights of Holders of Restricted Stock	18
	 	10.5	Rights of Holders of Restricted Stock Units and Deferred Stock Units	19
	 	 	10.5.1	Voting and Dividend Rights	19
	 	 	10.5.2	Creditor’s Rights	19
	 	10.6	Termination of Service	19
	 	10.7	Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units	20
	 	10.8	Delivery of Shares of Stock	20
	11.	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS	20
	12.	FORM OF PAYMENT	20
	 	12.1	General Rule	20
	 	12.2	Surrender of Shares of Stock	21
	 	12.3	Cashless Exercise	21
	 	12.4	Other Forms of Payment	21
	13.	TERMS AND CONDITIONS OF Dividend Equivalent RIGHTS	21
	 	13.1	Dividend Equivalent Rights	21
	 	13.2	Termination of Service	22
	14.	TERMS AND CONDITIons of PERFORMANCE-BASED AWARDS	22
	 	14.1	Grant of Performance-Based Awards	22
	 	14.2	Structure of Performance-Based Awards	22
	 	14.3	Earning of Performance-Based Awards	22
	 	14.4	Form and Timing of Payment of Performance-Based Awards	23
	 	14.5	Performance Conditions	23
	 	14.6	Performance-Based Awards Granted to Designated Covered Employees	23
	 	 	14.6.1	Performance Goals Generally	23
	 	 	14.6.2	Timing For Establishing Performance Goals	24
	 	 	14.6.3	Payment of Awards; Other Terms	24
	 	 	14.6.4	Performance Measures.	24
	 	 	14.6.5	Evaluation of Performance	26


 




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	 	 	14.6.6	Adjustment of Performance-Based Compensation	26
	 	 	14.6.7	Committee Discretion	27
	 	14.7	Status of Awards under Code Section 162(m)	27
	15.	REQUIREMENTS OF LAW	27
	 	15.1	General.	27
	 	15.2	Rule 16b-3	28
	16.	EFFECT OF CHANGES IN CAPITALIZATION	28
	 	16.1	Changes in Stock	28
	 	16.2	Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control	29
	 	16.3	Change in Control	29
	 	16.4	Adjustments	31
	 	16.5	No Limitations on Company	31
	17.	general provisions	31
	 	17.1	Disclaimer of Rights	31
	 	17.2	Nonexclusivity of the Plan	31
	 	17.3	Withholding Taxes	32
	 	17.4	Captions	33
	 	17.5	Construction	33
	 	17.6	Other Provisions	33
	 	17.7	Number and Gender	33
	 	17.8	Severability	33
	 	17.9	Governing Law	33
	 	17.10	Section 409A of the Code	34


 




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THE MCCLATCHY COMPANY


2012 OMNIBUS INCENTIVE PLAN

(AS AMENDED AND RESTATED MARCH 23, 2017)


 


The McClatchy Company
sets forth herein the terms of its 2012 Omnibus Incentive Plan, as amended and restated as of March 23, 2017, as follows:


 


		1.	PURPOSE



 


The Plan is intended
to enhance the Company’s and its Affiliates’ ability to recruit, reward, and retain highly qualified officers, directors,
and employees to motivate such officers, directors, and employees to serve the Company and its Affiliates and to expend maximum
effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase
a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant
of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Unrestricted Stock, Dividend
Equivalent Rights, Performance Shares, other Performance-Based Awards, and cash incentive awards. Any of these Awards may, but
need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the
terms hereof. Options granted under the Plan may be Non-qualified Stock Options or Incentive Stock Options, as provided herein.


 


		2.	DEFINITIONS



 


For purposes of interpreting
the Plan documents (including the Plan and Award Agreements), the following definitions shall apply, unless the context clearly
indicates otherwise:


 


2.1           “Affiliate”
means any company or other entity that controls, is controlled by, or is under common control with the Company within the meaning
of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.


 


2.2           “Amendment
Date” means, subject to Section 5.1, March 23, 2017, the date on which the amendment and restatement of the Plan
was adopted by the Board.


 


2.3           “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the Code, the
Securities Act, the Exchange Act, any rules and regulations thereunder, and any other laws, rules, regulations, and government
orders of any jurisdiction applicable to the Company or its Affiliates, (b) applicable provisions of the corporate, securities,
tax and other laws, rules, regulations, and government orders of any jurisdiction applicable to Awards granted to residents therein,
and (c) the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.


 


2.4           “Award”
means a grant under the Plan of an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock
Unit, Unrestricted Stock, a Dividend Equivalent Right, a Performance Share, other Performance-Based Award, or cash.


 




     


     


    

 


2.5           “Award
Agreement” means the agreement between the Company and a Grantee that evidences and sets forth the terms and conditions
of an Award.


 


2.6           “Board”
means the Board of Directors of the Company.


 


2.7           “Cause”
shall have the meaning set forth in an applicable agreement between a Grantee and the Company or an Affiliate, and in the absence
of such agreement, means, with respect to any Grantee and as determined by the Committee, (a) gross negligence or willful
misconduct in connection with the performance of duties; (b) conviction of, or pleading guilty or nolo contendere to,
a criminal offense (other than minor traffic offenses); or (c) material breach of any term of any employment, consulting or
other services, confidentiality, intellectual property, or non-competition agreements, if any, between the Grantee and the Company
or an Affiliate.


 


2.8           “Change
in Control” means, subject to Section 17.10, the occurrence of any of the following: (i) the sale, lease, conveyance,
or other disposition of all or substantially all of the Company’s assets to any “person” (as such term is used
in Section 13(d) of the Exchange Act), entity, or group of persons acting in concert; (ii) any “person” or group of
persons (other than any member of the McClatchy family or any entity or group controlled by one or more members of the McClatchy
family) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding
voting securities; (iii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation
that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity or its controlling entity) at least
50% of the total voting power represented by the voting securities of the Company or such surviving entity (or its controlling
entity) outstanding immediately after such merger or consolidation; (iv) a contest for the election or removal of members of the
Board that results in the removal from the Board of at least 50% of the incumbent members of the Board; or (v) the occurrence of
a “Rule 13e-3 transaction” as such term is defined in Rule 13e-3 promulgated under the Exchange Act.


 


The Board shall have
full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to
the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto.


 


2.9           “Code”
means the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References
in the Plan to any Code Section shall be deemed to include, as applicable, regulations promulgated under such Code Section.


 


2.10         “Committee”
means a committee of, and designated from time to time by resolution of the Board, which shall be constituted as provided in Section 3.1.2
and Section 3.1.3 (or, if no Committee has been so designated, the Board).


 


2.11         “Company”
means The McClatchy Company, a Delaware corporation, and any successor thereto.


 




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2.12         “Covered
Employee” means a Grantee who is a “covered employee” within the meaning of Code Section 162(m)(3).


 


2.13         “Deferred
Stock Unit” means a Restricted Stock Unit, the terms of which provide for delivery of the underlying shares of Stock,
cash, or a combination thereof subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section
409A.


 


2.14         “Designated
Officer” means the Company’s Chief Executive Officer or other Company officer designated by the Committee to make
certain Awards under the Plan.


 


2.15         “Determination
Date” means the Grant Date or such other date as of which the Fair Market Value of a share of Stock is required to be
established for purposes of the Plan.


 


2.16         “Disability”
means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically
determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous
period of not less than twelve (12) months; provided, however, that, with respect to rules regarding the expiration
of an Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable
to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12)
months.


 


2.17         “Dividend
Equivalent Right” means a right, granted to a Grantee pursuant to Section 13, to receive cash, Stock, other
Awards, or other property equal in value to dividends or other periodic payments paid or made with respect to a specified number
of shares of Stock.


 


2.18         “Effective
Date” means January 24, 2012, the date on which the Plan was originally adopted by the Board, the Plan having been originally
approved by the Company’s shareholders on May 16, 2012.


 


2.19         “Eligible
Grantee” means (a) an employee, officer, or director of the Company or an Affiliate or (b) a consultant or adviser to
the Company or an Affiliate (i) who is a natural person, (ii) who is currently providing bona fide services to the Company or an
Affiliate, and (iii) whose services are not in connection with the Company’s sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the Company’s capital stock.


 


2.20         “Exchange
Act” means the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor
thereto.


 


2.21         “Fair
Market Value” means the fair market value of a share of Stock for purposes of the Plan, which shall be determined as
of any Determination Date as follows:


 


(a)          If
on such Determination Date the shares of Stock are listed on a Stock Exchange, or are publicly traded on another established securities
market (a “Securities Market”), the Fair Market Value of a share of Stock shall be the closing price of the
Stock on such Determination Date as reported on such Stock Exchange or such Securities Market (provided that, if there is
more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities
Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such Determination Date,
the Fair Market Value of a share of Stock shall be the closing price of the Stock on the next preceding day on which any sale of
Stock shall have been reported on such Stock Exchange or such Securities Market.


 




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(b)          If
on such Determination Date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the
Fair Market Value of a share of Stock shall be the value of the Stock on such Determination Date as determined by the Committee
by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.


 


2.22         “Grant
Date” means, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves the
Award, (b) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof,
or (c) such subsequent date specified by the Committee in the corporate action approving the Award.


 


2.23         “Grantee”
means a person who receives or holds an Award under the Plan.


 


2.24         “Incentive
Stock Option” means an “incentive stock option” within the meaning of Code Section 422.


 


2.25         “Non-qualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


2.26         “Option”
means an option to purchase one or more shares of Stock at a specified Option Price pursuant to Section 8.


 


2.27         “Option
Price” means the exercise price for each share of Stock subject to an Option.


 


2.28         “Performance-Based
Award” means an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock
Units, Performance Shares, or cash made subject to the achievement of performance goals (as provided in Section 14) over
a Performance Period specified by the Committee.


 


2.29         “Performance-Based
Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m)
for “qualified performance-based compensation” paid to Covered Employees. Notwithstanding the foregoing, nothing in
the Plan shall be construed to mean that an Award which does not satisfy the requirements for “qualified performance-based
compensation” within the meaning of and pursuant to Code Section 162(m) does not constitute performance-based compensation
for other purposes, including the purposes of Code Section 409A.


 


2.30         “Performance
Measures” means measures as specified in Section 14 on which the performance goal or goals under Performance-Based
Awards are based and which are approved by the Company’s shareholders pursuant to, and to the extent required by, the Plan
in order to qualify such Performance-Based Awards as Performance-Based Compensation.


 




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2.31         “Performance
Period” means the period of time, of up to ten (10) years, during which the performance goal or goals under Performance-Based
Awards must be met in order to determine the degree of payout and/or vesting with respect to any such Performance-Based Awards.


 


2.32         “Performance
Shares” means a Performance-Based Award representing a right or other interest that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related to, Stock, made subject to the achievement of performance
goals (as provided in Section 14) over a Performance Period.


 


2.33         “Plan”
means The McClatchy Company 2012 Omnibus Incentive Plan, as amended from time to time.


 


2.34         “Prior
Plan” means The McClatchy Company 2004 Stock Plan, as amended and restated May 13, 2008.


 


2.35         “Restricted
Period” shall have the meaning set forth in Section 10.2.


 


2.36         “Restricted
Stock” means shares of Stock awarded to a Grantee pursuant to Section 10.


 


2.37         “Restricted
Stock Unit” means a bookkeeping entry representing the equivalent of one (1) share of Stock awarded to a Grantee pursuant
to Section 10 that may be settled in shares of Stock, cash, or a combination thereof.


 


2.38         “SAR
Price” shall have the meaning set forth in Section 9.1.


 


2.39         “Securities
Act” means the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.


 


2.40         “Service”
means service qualifying the individual as an Eligible Grantee of the Company or an Affiliate. Unless otherwise stated in the applicable
Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long
as such Grantee continues to qualify as an Eligible Grantee of the Company or an Affiliate. Subject to the preceding sentence,
whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Committee, which determination
shall be final, binding, and conclusive. If an Eligible Grantee’s employment or other service
relationship is with an Affiliate and the applicable entity ceases to be an Affiliate, a termination of Service shall be deemed
to have occurred when such entity ceases to be an Affiliate unless the Eligible Grantee transfers his or her employment or other
service relationship to the Company or any other Affiliate prior to or as of the date the applicable entity ceases to be an Affiliate.



 




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2.41         “Stock”
means the Class A common stock, par value $0.01 per share, of the Company, or any security into which shares of Stock may be changed
or for which shares of Stock may be exchanged as provided in Section 16.1.


 


2.42         “Stock
Appreciation Right” or “SAR” means a right granted to a Grantee pursuant to Section 9.


 


2.43         “Stock
Exchange” means the New York Stock Exchange or another established national or regional stock exchange.


 


2.44         “Subsidiary”
means any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or
indirectly, fifty percent (50%) or more of the total combined voting power of all classes of capital stock, membership interests,
or other ownership interests of any class or kind ordinarily having the power to vote for the directors, managers, or other voting
members of the governing body of such corporation or non-corporate entity. In addition, any other entity may be designated by the
Committee as a Subsidiary, provided that (a) such entity could be considered as a subsidiary according to generally accepted
accounting principles in the United States of America and (b) in the case of an Award of Options and Stock Appreciation Rights,
such Award would be considered to be granted in respect to “service recipient stock” within the meaning set forth in
Code Section 409A.


 


2.45         “Substitute
Award” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under
a compensatory plan of a business entity acquired or to be acquired by the Company or an Affiliate or with which the Company or
an Affiliate has combined or will combine.


 


2.46         “Ten
Percent Shareholder” means a natural person who owns more than ten percent (10%) of the total combined voting power of
all classes of outstanding voting securities of the Company, the Company’s parent (if any) or any of the Company’s
Subsidiaries. In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.


 


2.47         “Unrestricted
Stock” shall have the meaning set forth in Section 11.


 


		3.	ADMINISTRATION OF THE PLAN



 


		3.1	Committee.



 


		3.1.1	Powers and Authorities.



 


The Committee shall
administer the Plan and shall have such powers and authorities related to the administration of the Plan as are consistent with
the Company’s certificate of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing,
the Committee shall have full power and authority to take all actions and to make all determinations required or provided for under
the Plan, any Award, or any Award Agreement and shall have full power and authority to take all such other actions and make all
such other determinations not inconsistent with the specific terms and provisions of the Plan which the Committee deems to be necessary
or appropriate to the administration of the Plan, any Award, or any Award Agreement. All such actions and determinations shall
be made by (a) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present,
or (b) the unanimous consent of the members of the Committee executed in writing or evidenced by electronic transmission in accordance
with the Company’s certificate of incorporation and bylaws and Applicable Laws. Unless otherwise expressly determined by
the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award, and any Award
Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any
Award Agreement, by the Committee shall be final, binding, and conclusive whether or not expressly provided for in any provision
of the Plan, such Award, or such Award Agreement.


 




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In the event that the
Plan, any Award, or any Award Agreement provides for any action to be taken by the Board or any determination to be made by the
Board, such action may be taken or such determination may be made by the Committee constituted in accordance with this Section 3.1
if the Board has delegated the power and authority to do so to such Committee.


 


		3.1.2	Composition of the Committee.



 


The Committee shall
be a committee composed of not fewer than two directors of the Company designated by the Board to administer the Plan. Each member
of the Committee shall be (a) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, (b)
an “outside director” within the meaning of Code Section 162(m)(4)(C)(i), and (c) for so long as the Stock is
listed on a Stock Exchange, an “independent director” in accordance with the rules of the Stock Exchange on which the
Stock is listed; provided, that any action taken by the Committee shall be valid and effective whether or not members of
the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in
this Section 3.1.2 or otherwise provided in any charter of the Committee. Without limiting the generality of the foregoing,
the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board
or such subcommittee satisfies the foregoing requirements.


 


		3.1.3	Other Committees.



 


The Board also may
appoint one or more committees of the Board, each composed of one or more directors of the Company who need not be a “non-employee
director” within the meaning of Rule 16b-3 under the Exchange Act or an “outside director” within the meaning
of Code Section 162(m)(4)(C)(i), which (a) may administer the Plan with respect to Grantees who are not “executive officers”
as defined in Rule 3b-7 under the Exchange Act or directors of the Company, (b) may grant Awards under the Plan to such Grantees,
and (c) may determine all terms of such Awards, subject to the requirements of Rule 16b-3 under the Exchange Act, Code Section 162(m),
and for so long as the Stock is listed or publicly traded on a Stock Exchange or Securities Market, the rules of the Stock Exchange
or Securities Market on which the Stock is listed or publicly traded.


 


		3.1.4	Designated Officer.



 


The
Committee may delegate to a Designated Officer the power and authority to grant Awards under the Plan to non-executive employees
who are eligible for Awards under Section 6.1; provided, however, that the Designated Officer shall not grant
Awards covering shares of Stock in excess of the aggregate maximum number of shares of Stock specified by the Committee for such
purpose at the time of delegation to such officer (or in excess of the number of shares of Stock remaining available for issuance
under the Plan).


 




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In the event that the
Plan, any Award or any Award Agreement provides for any action to be taken by the Committee or any determination to be made by
the Committee, such action may be taken or such determination may be made by the Designated Officer in connection with Awards made
pursuant to this Section 3.1.4 if the Committee has delegated the power and authority to do so to such Designated Officer.
Unless otherwise expressly determined by the Committee, the Designated Officer shall have the authority to interpret and construe
all provisions of the Plan, any Award and any Award Agreement made pursuant to this Section 3.1.4, and any such interpretation
or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Designated Officer
shall be final, binding and conclusive whether or not expressly provided for in any provision of the Plan, such Award or such Award
Agreement.


 


		3.2	Board.



 


The Board from time
to time may exercise any or all of the powers and authorities related to the administration and implementation of the Plan, as
set forth in Section 3.1 and other applicable provisions of the Plan, as the Board shall determine, consistent with
the Company’s certificate of incorporation and bylaws and Applicable Laws.


 


		3.3	Terms of Awards.



 


		3.3.1	Committee Authority.



 


Subject to the other
terms and conditions of the Plan, the Committee shall have full and final authority to:


 


(a)          designate
Grantees;


 


(b)          determine
the type or types of Awards to be made to a Grantee;


 


(c)          determine
the number of shares of Stock or amount of cash to be subject to an Award;


 


(d)          establish
the terms and conditions of each Award (including the Option Price of any Option, the SAR Price of any Stock Appreciation Right,
or the purchase price for Restricted Stock), the nature and duration of any restriction or condition (or provision for lapse thereof)
relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock or cash subject thereto, the treatment
of an Award in the event of a Change in Control (subject to applicable agreements), and any terms or conditions that may be necessary
to qualify Options as Incentive Stock Options;


 


(e)          prescribe
the form of each Award Agreement evidencing an Award; 


 




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(f)          subject
to the limitation on repricing in Section 3.4, amend, modify, or supplement the terms of any outstanding Award, which authority
shall include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to
modify outstanding Awards made to eligible natural persons who are foreign nationals or are natural persons who are employed outside
the United States to reflect differences in local law, tax policy, or custom, provided that, notwithstanding the foregoing,
no amendment, modification or supplement of the terms of any outstanding Award shall, without the consent of the Grantee thereof,
impair the Grantee’s rights under such Award; and


 


(g)          make
Substitute Awards.


 


		3.3.2	Forfeiture; Recoupment.



 


The Committee may reserve
the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on
account of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment
agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or
any Affiliate, (d) confidentiality obligation with respect to the Company or any Affiliate, (e) Company or Affiliate policy or
procedure, (f) other agreement or (g) any other obligation of such Grantee to the Company or any Affiliate, as and to the extent
specified in such Award Agreement. If the Grantee of an outstanding Award is an employee of the Company or an Affiliate and such
Grantee’s Service is terminated for Cause, the Committee may annul such Grantee’s outstanding Award as of the date
of the Grantee’s termination of Service for Cause.


 


Any Award granted pursuant
to the Plan shall be subject to mandatory repayment by the Grantee to the Company (i) to the extent set forth in this Plan or an
Award Agreement or (ii) to the extent the Grantee is, or in the future becomes, subject to (x) any Company or Affiliate “clawback”
or recoupment policy that is adopted to comply with the requirements of any Applicable Laws, or (y) any Applicable Laws which
impose mandatory recoupment, under circumstances set forth in such Applicable Laws.


 


		3.4	No Repricing.



 


Except in connection
with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in
the form of cash, shares of Stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization,
change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of
Stock or other securities or similar transaction), the Company may not: (a) amend the terms of outstanding Options or SARs to reduce
the Option Price or SAR Price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for or substitution
of Options or SARs with an Option Price or SAR Price that is less than the Option Price or SAR Price of the original Options or
SARs; or (c) cancel outstanding Options or SARs with an Option Price or SAR Price above the current stock price in exchange for
cash or other securities, in each case, unless such action (i) is subject to and approved by the Company’s shareholders or
(ii) would not be deemed to be a repricing under the rules of any Stock Exchange or Securities Market on which the Stock is
listed or publicly traded. 


 




    	 	- 9 -	 



     


    

 


		3.5	Deferral Arrangement.



 


The Committee may permit
or require the deferral of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and
procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights
and, in connection therewith, provisions for converting such credits into Deferred Stock Units and for restricting deferrals to
comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV).
Any such deferrals shall be made in a manner that complies with Code Section 409A, including, if applicable, with respect
to when a “separation from service” occurs as defined under Code Section 409A.


 


		3.6	No Liability.



 


No member of the Board
or the Committee or a Designated Officer shall be liable for any action or determination made in good faith with respect to the
Plan, any Award, or any Award Agreement. Notwithstanding any provision of the Plan to the contrary, neither the Company, an Affiliate,
the Board, the Committee, a Designated Officer, nor any other person acting on behalf of the Company, an Affiliate, the Board,
the Committee, or a Designated Officer will be liable to any Grantee or to the estate or beneficiary of any Grantee or to any other
holder of an Award under the Plan by reason of any acceleration of income, or any additional tax (including any interest and penalties),
asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason
of Code Section 4999, or otherwise asserted with respect to the Award; provided, that this Section 3.6 shall not
affect any of the rights or obligations set forth in an applicable agreement between the Grantee and the Company or an Affiliate.


 


		3.7	Registration; Share Certificates.



 


Notwithstanding any
provision of the Plan to the contrary, the ownership of the shares of Stock issued under the Plan may be evidenced in such a manner
as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction
advices) or the issuance of one or more share certificates.


 


		4.	STOCK SUBJECT TO THE PLAN



 


		4.1	Number of Shares of Stock
Available for Awards.



 


(a)          Subject
to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject
to adjustment pursuant to Section 16, (i) as of the Effective Date, the maximum number of shares of Stock reserved
for issuance under the Plan shall be equal to the sum of (A) five hundred thousand (500,000) shares of Stock, plus (B) the
number of shares of Stock available for future awards under the Prior Plan as of May 16, 2012, plus (C) the number of shares
of Stock related to awards outstanding under the Prior Plan as of May 16, 2012 which thereafter terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such shares, and (ii) as of the Amendment Date, an additional five hundred thousand
(500,000) shares of Stock shall be reserved for issuance under the Plan.


 




    	 	- 10 -	 



     


    

 


(b)          The
maximum number of shares of Stock available for issuance pursuant to Incentive Stock Options shall be the same as the maximum
number of shares available for issuance under the Plan pursuant to Section 4.1(a).


 


(c)          Shares
of Stock to be issued under the Plan shall be authorized but unissued shares, or, to the extent permitted by Applicable Laws, shares
of treasury stock or issued shares that have been reacquired by the Company.


 


		4.2	Adjustments in Authorized
Shares of Stock.



 


In connection with
mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have
the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is
a party to such transaction and to grant Substitute Awards under the Plan for such awards. The number of shares of Stock available
for issuance under the Plan pursuant to Section 4.1(a) shall be increased by the number of shares of Stock subject
to any such Substitute Awards. Shares available for issuance under a shareholder-approved plan of a business entity that is a party
to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan
and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules
of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.


 


		4.3	Share Usage.



 


(a)          Shares
of Stock subject to an Award shall be counted as used as of the Grant Date. 


 


(b)          Any
shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10.4,
shall be counted against the share issuance limit set forth in Section 4.1(a) as one (1) share of Stock for every one
(1) share of Stock subject to an Award.


 


(c)          Notwithstanding
anything to the contrary in Section 4.3(a) or Section 4.3(b), any shares of Stock subject to Awards under the
Plan which thereafter terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares shall
be available again for issuance under the Plan. 


 


(d)          The
number of shares of Stock available for issuance under the Plan shall not be increased by the number of shares of Stock (i) tendered
or withheld or subject to an Award surrendered in connection with the purchase of shares of Stock upon exercise of an Option as
provided in Section 12.2, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR
granted under the Plan, (iii) deducted or delivered from payment of an Award in connection with the Company’s tax withholding
obligations as provided in Section 17.3, or (iv) purchased by the Company with proceeds from Option exercises.


 




    	 	- 11 -	 



     


    

 


		5.	EFFECTIVE DATE; TERM; AMENDMENT
AND TERMINATION



 


		5.1	Effective Date and Amendment
Date.



 


The Plan was originally
effective as of the Effective Date. Awards granted under the Plan on or after the Effective Date but on or prior to the Amendment
Date shall be subject to the Plan as in effect as of the applicable Grant Date. The amendment and restatement of the Plan shall
be effective as of the Amendment Date, subject to approval of the Plan by the Company’s shareholders within one year of the
Amendment Date. Upon approval of the amendment and restatement of the Plan by the shareholders of the Company as set forth above,
all Awards made under the amendment and restatement of the Plan on or after the Amendment Date shall be fully effective as if the
shareholders of the Company had approved the Plan on the Amendment Date. If the shareholders fail to approve the Plan within one
(1) year of the Amendment Date, any Awards made under the amendment and restatement of the Plan on or after the Amendment Date
shall be null and void and of no effect. Following May 16, 2012, no awards shall be made under the Prior Plan. Notwithstanding
the foregoing, shares of Stock reserved under the Prior Plan to settle awards, including performance-based awards, which are made
under the Prior Plan prior to the Effective Date may be issued and delivered following the Effective Date to settle such awards.


 


		5.2	Term.



 


The Plan shall terminate
automatically on the day before the tenth (10th) anniversary of the Effective Date and may be terminated on any earlier
date as provided in Section 5.3 or Section 16.3. Upon such termination of the Plan, all outstanding Awards shall
continue to have full force and effect in accordance with the provisions of the terminated Plan and the applicable Award Agreement
(or other documents evidencing such Awards).


 


		5.3	Amendment and Termination.



 


The Board may, at any
time and from time to time, amend, suspend or terminate the Plan; provided that, with respect to Awards theretofore granted
under the Plan, no amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair the rights
or obligations under any such Award. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment
by the Company’s shareholders to the extent provided by the Board or required by Applicable Laws, provided that no
amendment shall be made to the no-repricing provisions of Section 3.4, the Option pricing provisions of Section 8.1,
or the SAR pricing provisions of Section 9.1 without the approval of the Company’s shareholders. 


 


		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


		6.1	Eligible Employees.



 


Subject to this Section 6,
Awards may be made under the Plan to any Eligible Grantee as the Committee shall determine and designate from time to time. Notwithstanding
the preceding sentence, with respect to an award of Options or SARs to an employee or officer, an entity shall not be considered
an Affiliate unless the Company holds a “controlling interest” in the entity within the meaning of Treasury Regulation
Section 1.414(c)-2(b)(2)(i), provided that (a) except as specified in clause (b) below, an interest of “at least
50 percent” shall be used instead of an interest of “at least 80 percent” in each case where “at least
80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i) and (b) the term Affiliate may be expanded
to include an entity in which the Company holds an interest of “at least 20 percent” in each case where “at
least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i) if a legitimate business reason exists. With
respect to Service to be recognized under any Option or SAR awarded to Eligible Grantees whose rights arise on account of an Award
in reliance on the preceding sentence, Service shall include Service to such Affiliate if such service would not otherwise count
as Service under Section 2.40.


 




    	 	- 12 -	 



     


    

 


		6.2	Limitation on Shares of
Stock Subject to Awards and Cash Awards.



 


During any time when
the Company has a class of equity securities registered under Section 12 of the Exchange Act:


 


(a)          the
maximum number of shares of Stock subject to Options or SARs that may be granted under the Plan in a calendar year to any person
eligible for an Award under Section 6 is one hundred fifty thousand (150,000) shares; 


 


(b)          the
maximum number of shares of Stock that may be granted under the Plan, other than pursuant to Options or SARs, in a calendar year
to any person eligible for an Award under Section 6 is one hundred fifty thousand (150,000) shares; and


 


(c)          the
maximum amount that may be paid for a single cash-settled Performance-Based Award for any Performance Period to any person eligible
for an Award under Section 6 shall be five million dollars ($5,000,000).  The foregoing limit does not prevent additional
cash-settled Performance-Based Awards for any intersecting or overlapping Performance Period from being paid to a single eligible
person, any such Awards each shall be subject separately to the foregoing limit.


 


The preceding limitations
in Sections 6.2(a) and 6.2(b) are subject to adjustment as provided in Section 16.


 


		6.3	Stand-Alone, Additional,
Tandem and Substitute Awards.



 


Subject to Section 3.4,
Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with,
or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, any Affiliate,
or any business entity that has been a party to a transaction with the Company or any Affiliate, or (c) any other right of a Grantee
to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted
at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of
the Company, any Affiliate, or any business entity that has been a party to a transaction with the Company or any Affiliate, the
Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such
substitute or exchange Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments
under other plans of the Company or any Affiliate. Notwithstanding Section 8.1 and Section 9.1, but
subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less
than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date; provided that the
Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option
and consistent with Code Section 409A for any other Option or SAR.


 




    	 	- 13 -	 



     


    

 


		7.	AWARD AGREEMENT



 


Each Award granted
pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from
time to time determine. Award Agreements employed under the Plan from time to time or at the same time need not contain similar
provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify
whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and, in the absence of such specification,
such Options shall be deemed to constitute Non-qualified Stock Options.


 


		8.	TERMS AND CONDITIONS OF
OPTIONS



 


		8.1	Option Price.



 


The Option Price of
each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute
Awards, the Option Price of each Option shall be at least the Fair Market Value of one (1) share of Stock on the Grant Date;
provided that, in the event that a Grantee is a Ten Percent Shareholder, the Option Price of an Option granted to
such Grantee that is intended to be an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair
Market Value of one (1) share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par
value of a share of Stock.


 


		8.2	Vesting and Exercisability.



 


Subject to Sections 8.3
and 16.3, each Option granted under the Plan shall become vested and exercisable at such times and under such conditions
as shall be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee, or otherwise
in writing; provided that no Option shall be granted to Grantees who are entitled to overtime under Applicable Laws
that will vest or be exercisable within a six (6)-month period starting on the Grant Date.


 


		8.3	Term.



 


Each Option granted
under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10)
years from the Grant Date of such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan
or as may be fixed by the Committee and stated in the Award Agreement relating to such Option; provided, that in the event
that the Grantee is a Ten Percent Shareholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option
shall not be exercisable after the expiration of five (5) years from its Grant Date. If on the day preceding the date on which
a Grantee’s Options would otherwise terminate, the Fair Market Value of shares of Stock underlying a Grantee’s Options
is greater than the Option Price of such Options, the Company shall, prior to the termination of such Options and without any action
being taken on the part of the Grantee, consider such Options to have been exercised by the Grantee. The Company shall deduct from
the shares of Stock deliverable to the Grantee upon such exercise the number of shares of Stock necessary to satisfy payment of
the Option Price and all withholding obligations.


 




    	 	- 14 -	 



     


    

 


		8.4	Termination of Service.



 


Each Award Agreement
with respect to the grant of an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the right
to exercise such Option following termination of such Grantee’s Service. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based
on the reasons for termination of Service.


 


		8.5	Limitations on Exercise
of Option.



 


Notwithstanding any
other provision of the Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred
to in Section 16 which results in the termination of such Option.


 


		8.6	Method of Exercise.



 


Subject to the terms
of Section 12 and Section 17.3, an Option that is exercisable may be exercised by the Grantee’s delivery
to the Company or its designee or agent of notice of exercise on any business day, at the Company’s principal office or the
office of such designee or agent, on the form specified by the Committee and in accordance with any additional procedures specified
by the Committee. Such notice shall specify the number of shares of Stock with respect to which such Option is being exercised
and shall be accompanied by payment in full of the Option Price of the shares of Stock for which such Option is being exercised,
plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect
to the exercise of such Option.


 


8.7           Rights
of Holders of Options.


 


Unless otherwise stated
in the applicable Award Agreement, a Grantee or other person holding or exercising an Option shall have none of the rights of a
shareholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares
of Stock subject to such Option, to direct the voting of the shares of Stock subject to such Option, or to receive notice of any
meeting of the Company’s shareholders) until the shares of Stock subject thereto are fully paid and issued to such Grantee
or other person. Except as provided in Section 16, no adjustment shall be made for dividends, distributions, or other
rights with respect to any shares of Stock subject to an Option for which the record date is prior to the date of issuance of such
shares of Stock.


 




    	 	- 15 -	 



     


    

 


		8.8	Delivery of Stock.



 


Promptly after the
exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled
to receive such evidence of such Grantee’s ownership of the shares of Stock subject to such Option as shall be consistent
with Section 3.7.


 


		8.9	Transferability of Options.



 


During the lifetime
of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s
guardian or legal representative) may exercise such Option. No Option shall be assignable or transferable by the Grantee to whom
it is granted, other than by will or the laws of descent and distribution.


 


		8.10	Limitations on Incentive
Stock Options.



 


An Option shall constitute
an Incentive Stock Option only (a) if the Grantee of such Option is an employee of the Company or any corporate Subsidiary, (b)
to the extent specifically provided in the related Award Agreement, and (c) to the extent that the aggregate Fair Market Value
(determined at the time such Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by
such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Company
and its Affiliates) does not exceed one hundred thousand dollars ($100,000). Except to the extent provided in the regulations under
Code Section 422, this limitation shall be applied by taking Options into account in the order in which they were granted.


 


		8.11	Notice of Disqualifying
Disposition.



 


If any Grantee shall
make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances provided
in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition
within ten (10) days thereof.


 


		9.	TERMS AND CONDITIONS OF
STOCK APPRECIATION RIGHTS



 


		9.1	Right to Payment and SAR
Price.



 


A SAR shall confer
on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (a) the Fair Market Value of one
(1) share of Stock on the date of exercise over (b) the per share exercise price of such SAR (the “SAR Price”)
as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price, which shall be no less than the Fair
Market Value of one (1) share of Stock on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option
granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other
Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Grant Date of
a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share of Stock on the Grant Date of
such SAR.


 




    	 	- 16 -	 



     


    

 


		9.2	Other Terms.



 


The Committee shall
determine, on the Grant Date or thereafter, the time or times at which, and the circumstances under which, a SAR may be exercised
in whole or in part (including based on achievement of performance goals and/or future Service requirements), the time or times
at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of
exercise, method of settlement, form of consideration payable in settlement, method by or forms in which shares of Stock shall
be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be granted in tandem or in combination with any
other Award, and any and all other terms and conditions of any SAR; provided that no SARs shall be granted to Grantees
who are entitled to overtime under Applicable Laws that will vest or be exercisable within a six (6)-month period starting on the
Grant Date.


 


		9.3	Term.



 


Each SAR granted under
the Plan shall terminate, and all rights thereunder shall cease, upon the expiration of ten (10) years from the Grant Date of such
SAR or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee
and stated in the Award Agreement relating to such SAR. If on the day preceding the date on which a Grantee’s SAR would otherwise
terminate, the Fair Market Value of shares of Stock underlying a Grantee’s SAR is greater than the SAR Price, the Company
shall, prior to the termination of such SAR and without any action being taken on the part of the Grantee, consider such SAR to
have been exercised by the Grantee. The Company shall deduct from the shares of Stock deliverable to the Grantee upon such exercise
the number of shares of Stock necessary to satisfy payment of the SAR Price and all withholding obligations.


 


		9.4	Rights of Holders of SARs.



 


Unless otherwise stated
in the applicable Award Agreement, a Grantee or other person holding or exercising a SAR shall have none of the rights of a shareholder
of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock
underlying such SAR, to direct the voting of the shares of Stock underlying such SAR, or to receive notice of any meeting of the
Company’s shareholders) until the shares of Stock underlying such SAR, if any, are issued to such Grantee or other person.
Except as provided in Section 16, no adjustment shall be made for dividends, distributions, or other rights with respect
to any shares of Stock underlying a SAR for which the record date is prior to the date of issuance of such shares of Stock, if
any.


 


		9.5	Transferability of SARs.



 


During the lifetime
of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s
guardian or legal representative) may exercise such SAR. No SAR shall be assignable or transferable by the Grantee to whom it is
granted, other than by will or the laws of descent and distribution.


 




    	 	- 17 -	 



     


    

 


		10.	TERMS AND CONDITIONS OF
RESTRICTED STOCK, RESTRICTED STOCK units, and deferred stock units



 


		10.1	Grant of Restricted Stock,
Restricted Stock Units, and Deferred Stock Units.



 


Awards of Restricted
Stock, Restricted Stock Units, and Deferred Stock Units may be made for consideration or for no consideration, other than the par
value of the shares of Stock, which shall be deemed paid by past Service or, if so provided in the related Award Agreement or a
separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate.


 


		10.2	Restrictions.



 


At the time a grant
of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is made, the Committee may, in its sole discretion, (a) establish
a period of time (a “Restricted Period”) applicable to such Award and (b) prescribe restrictions in addition
to or other than the expiration of the Restricted Period, including the satisfaction of corporate or individual performance goals,
which may be applicable to all or any portion of such Award as provided in Section 14. Awards of Restricted Stock,
Restricted Stock Units, and Deferred Stock Units may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed
of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect
to such Awards.


 


		10.3	Registration; Restricted
Share Certificates.



 


Pursuant to Section 3.7,
to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration (including transaction
advices), such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan
and the applicable Award Agreement. Subject to Section 3.7 and the immediately following sentence, the Company may
issue, in the name of each Grantee to whom Restricted Stock has been granted, share certificates representing the total number
of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted
Stock. The Committee may provide in an Award Agreement with respect to an Award of Restricted Stock that either (a) the Secretary
of the Company shall hold such share certificates for such Grantee’s benefit until such time as such shares of Restricted
Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to
the Company with respect to each share certificate, or (b) such share certificates shall be delivered to such Grantee, provided
that such share certificates shall bear legends that comply with Applicable Laws and make appropriate reference to the restrictions
imposed on such Award of Restricted Stock under the Plan and such Award Agreement.


 


		10.4	Rights of Holders of Restricted
Stock.



 


Unless the Committee
otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock
and the right to receive any dividends declared or paid with respect to such shares of Restricted Stock. The Committee may provide
that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the same
vesting conditions and restrictions as the vesting conditions and restrictions applicable to such Restricted Stock. Notwithstanding
the foregoing, cash dividends declared or paid on shares of Restricted Stock shall not vest or become payable unless and until
the shares of Restricted Stock to which the dividends apply become vested and nonforfeitable. All stock distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of stock, or
other similar transaction shall be subject to the vesting conditions and restrictions applicable to such Restricted Stock.


 




    	 	- 18 -	 



     


    

 


		10.5	Rights of Holders of Restricted
Stock Units and Deferred Stock Units.



 


		10.5.1	Voting and Dividend Rights.



 


Holders of Restricted
Stock Units and Deferred Stock Units shall have no rights as shareholders of the Company (for example, the right to receive cash
or dividend payments or distributions attributable to the shares of Stock subject to such Restricted Stock Units and Deferred Stock
Units, to direct the voting of the shares of Stock subject to such Restricted Stock Units and Deferred Stock Units, or to receive
notice of any meeting of the Company’s shareholders). The Committee may provide in an Award Agreement evidencing a grant
of Restricted Stock Units or Deferred Stock Units that the holder of such Restricted Stock Units or Deferred Stock Units shall
be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding shares of Stock, Dividend Equivalent
Rights.


 


		10.5.2	Creditor’s Rights.



 


A holder of Restricted
Stock Units or Deferred Stock Units shall have no rights other than those of a general unsecured creditor of the Company. Restricted
Stock Units and Deferred Stock Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions
of the applicable Award Agreement.


 


		10.6	Termination of Service.



 


Unless the Committee
otherwise provides in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement
is entered into, but prior to termination of Grantee’s Service, upon the termination of such Grantee’s Service, any
Restricted Stock, Restricted Stock Units, or Deferred Stock Units held by such Grantee that have not vested, or with respect to
which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such
Restricted Stock, Restricted Stock Units, or Deferred Stock Units, the Grantee thereof shall have no further rights with respect
thereto, including any right to vote such Restricted Stock or any right to receive dividends or Dividend Equivalent Rights, as
applicable, with respect to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units.


 




    	 	- 19 -	 



     


    

 


		10.7	Purchase of Restricted
Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units.



 


The Grantee of an Award
of Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be required, to the extent required by
Applicable Laws, to purchase such Restricted Stock or the shares of Stock subject to such vested Restricted Stock Units or Deferred
Stock Units from the Company at a purchase price equal to the greater of (a) the aggregate par value of the shares of Stock represented
by such Restricted Stock, such vested Restricted Stock Units, or such Deferred Stock Units or (b) the purchase price, if any, specified
in the Award Agreement relating to such Restricted Stock, such vested Restricted Stock Units, or such vested Deferred Stock Units.
Such purchase price shall be payable in a form provided in Section 12 or, in the sole discretion of the Committee,
in consideration for past or future Services rendered to the Company or an Affiliate.


 


		10.8	Delivery of Shares of Stock.



 


Upon the expiration
or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, including but
not limited to any delayed delivery period, the restrictions applicable to Restricted Stock, Restricted Stock Units, or Deferred
Stock Units settled in shares of Stock shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry
or direct registration (including transaction advices) or a share certificate evidencing ownership of such shares of Stock shall,
consistent with Section 3.7, be issued, free of all such restrictions, to the Grantee thereof or such Grantee’s
beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further
rights with regard to a Restricted Stock Unit or Deferred Stock Unit once the shares of Stock represented by such Restricted Stock
Unit or Deferred Stock Unit have been delivered in accordance with this Section 10.8.


 


		11.	TERMS AND CONDITIONS OF
UNRESTRICTED STOCK AWARDS



 


The Committee may,
in its sole discretion, grant (or sell at the par value of a share of Stock or at such other higher purchase price as shall be
determined by the Committee) an Award to any Grantee pursuant to which such Grantee may receive shares of Stock free of any restrictions
(“Unrestricted Stock”) under the Plan. Unrestricted Stock may be granted or sold to any Grantee as provided
in the immediately preceding sentence in respect of past Service or, if so provided in the related Award Agreement or a separate
agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate or other valid consideration, or
in lieu of, or in addition to, any cash compensation due to such Grantee.


 


		12.	FORM OF PAYMENT



 


		12.1	General Rule.



 


Payment of the Option
Price for the shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for shares of Restricted
Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be made in cash or in cash equivalents acceptable to
the Company.


 




    	 	- 20 -	 



     


    

 


		12.2	Surrender of Shares of
Stock.



 


To the extent that
the applicable Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise
of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units
may be made all or in part through the tender or attestation to the Company of shares of Stock, which shall be valued, for purposes
of determining the extent to which such Option Price or purchase price has been paid thereby, at their Fair Market Value on the
date of such tender or attestation.


 


		12.3	Cashless Exercise.



 


To the extent permitted
by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for shares of Stock purchased
pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable
direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the proceeds
of such sale to the Company in payment of such Option Price and any withholding taxes described in Section 17.3.


 


		12.4	Other Forms of Payment.



 


To the extent the Award
Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for shares of Stock
purchased pursuant to exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units,
or vested Deferred Stock Units may be made in any other form that is consistent with Applicable Laws, including (a) Service to
the Company or any Affiliate and (b) by withholding shares of Stock that would otherwise vest or be issuable in an amount
equal to the Option Price or purchase price and the required tax withholding amount.


 


		13.	TERMS AND CONDITIONS OF
Dividend Equivalent RIGHTS



 


		13.1	Dividend Equivalent Rights.



 


A Dividend Equivalent
Right is an Award entitling the recipient thereof to receive credits based on cash distributions that would have been paid on the
shares of Stock specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) if
such shares of Stock had been issued to and held by the recipient of such Dividend Equivalent Right as of the record date. A Dividend
Equivalent Right may be granted hereunder to any Grantee; provided, that no Dividend Equivalent Rights may be granted in
connection with, or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent Rights shall be specified
in the Award Agreement therefor. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently
(with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares
of Stock, which may thereafter accrue additional Dividend Equivalent Rights (with or without being subject to forfeiture or a repayment
obligation). Any such reinvestment shall be at the Fair Market Value thereof on the date of such reinvestment. Dividend Equivalent
Rights may be settled in cash, shares of Stock, or a combination thereof, in a single installment or in multiple installments,
all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award
(a) may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions
on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions
as such other Award or (b) may contain terms and conditions which are different from the terms and conditions of such other Award;
provided that notwithstanding the foregoing, Dividend Equivalent Rights granted as a component of another Award shall
not vest or become payable unless and until the Award to which the Dividend Equivalent Rights correspond become vested and settled.


 




    	 	- 21 -	 



     


    

 


		13.2	Termination of Service.



 


Unless the Committee
otherwise provides in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement
is issued, a Grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the Grantee’s termination
of Service for any reason.


 


		14.	TERMS AND CONDITIons of
PERFORMANCE-BASED AWARDS



 


		14.1	Grant of Performance-Based
Awards.



 


Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards in such amounts and upon such terms
as the Committee shall determine.


 


		14.2	Structure of Performance-Based
Awards.



 


Each grant of a Performance-Based
Award shall have an actual or target number of shares of Stock or initial cash value that is established by the Committee at the
time of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are achieved,
shall determine the value and/or number of shares of Stock subject to a Performance-Based Award that will be paid out to the Grantee
thereof as described in Section 14.6.3.


 


		14.3	Earning of Performance-Based
Awards.



 


Subject to the terms
of the Plan, in particular Section 14.6.3, after the applicable Performance Period has ended, the Grantee of Performance-Based
Awards shall be entitled to receive a payout on the number of shares of Stock and/or cash value earned under the Performance-Based
Awards by such Grantee over such Performance Period as determined by the Committee.


 




    	 	- 22 -	 



     


    

 


		14.4	Form and Timing of Payment
of Performance-Based Awards.



 


Payment of earned Performance-Based
Awards shall be made in the manner described in the applicable Award Agreement as determined by the Committee. Subject to the terms
of the Plan, the Committee, in its sole discretion, may pay earned Performance-Based Awards in the form of cash or shares of Stock
(or a combination thereof) equal to the value of such earned Performance-Based Awards and shall pay the Awards that have been earned
at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that
the performance goal or goals relating thereto have been achieved; provided that, unless specifically provided in the Award
Agreement for such Awards, such payment shall occur no later than the 15th day of the third month following the end of the calendar
year in which such Performance Period ends. Any shares of Stock paid out under such Performance-Based Awards may be granted subject
to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout
of such Performance-Based Awards shall be set forth in the Award Agreement therefor.


 


		14.5	Performance Conditions.



 


The right of a Grantee
to exercise or receive a grant or settlement of any Performance-Based Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance
as it may deem appropriate in establishing any performance conditions. If and to the extent required under Code Section 162(m),
any power or authority relating to an Award intended to qualify under Code Section 162(m) shall be exercised by the Committee
and not by the Board.


 


		14.6	Performance-Based Awards
Granted to Designated Covered Employees.



 


If and to the extent
that the Committee determines that a Performance-Based Award to be granted to a Grantee should constitute “qualified performance-based
compensation” for purposes of Code Section 162(m), the grant, exercise, and/or settlement of such Award shall be contingent
upon achievement of pre-established performance goals and other terms set forth in this Section 14.6.


 


		14.6.1	Performance Goals Generally.



 


The performance goals
for Performance-Based Awards shall consist of one or more business criteria and a targeted level or levels of performance with
respect to each of such criteria, as specified by the Committee consistent with this Section 14.6. Performance goals
shall be objective and shall otherwise meet the requirements of Code Section 162(m), including the requirement that the level
or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.”
The Committee may determine that such Awards shall be granted, exercised, and/or settled upon achievement of any single performance
goal or of two (2) or more performance goals. Performance goals may differ for Awards granted to any one Grantee or to different
Grantees.


 




    	 	- 23 -	 



     


    

 


		14.6.2	Timing For Establishing Performance Goals.



 


Performance goals for
any Performance-Based Award shall be established not later than the earlier of (a) ninety (90) days after the beginning of
any Performance Period applicable to such Award, and (b) the date on which twenty-five percent (25%) of any Performance
Period applicable to such Award has expired, or at such other date as may be required or permitted for compensation payable to
a Covered Employee to constitute Performance-Based Compensation.


 


		14.6.3	Payment of Awards; Other Terms.



 


Payment of Performance-Based
Awards shall be in cash, shares of Stock, other Awards, or a combination thereof, including an Award that is subject to additional
Service-based vesting, as determined in the sole discretion of the Committee. The Committee may, in its sole discretion, reduce
the amount of a payment otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in which
such Performance-Based Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end
of a Performance Period or settlement of such Awards. In the event payment of the Performance-Based Award is made in the form of
another Award subject to Service-based vesting, the Committee shall specify the circumstances in which the payment Award will be
paid or forfeited in the event of a termination of Service.


 


		14.6.4	Performance Measures.



 


The performance goals
upon which the payment or vesting of a Performance-Based Award to a Covered Employee that is intended to qualify as Performance-Based
Compensation may be conditioned shall be limited to the following Performance Measures, with or without adjustment (including pro
forma adjustments):


 


(a) net
earnings or net income;


 


(b) operating
earnings;


 


(c) pretax
earnings;


 


(d) pre-tax
earnings per share;


 


(e) earnings
per share;


 


(f) share
price, including growth measures and total shareholder return;


 


(g) earnings
before interest and taxes;


 


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


 


(i) earnings before interest, taxes,
depreciation, and/or amortization as adjusted to exclude any one or more of the following:


 


		•	stock-based compensation expense;



		•	income from discontinued operations;



 




    	 	- 24 -	 



     


    

 


		•	gain on cancellation of debt;



		•	debt extinguishment and related costs;



		•	restructuring, separation, and/or integration charges and
costs;



		•	reorganization and/or recapitalization charges and costs;



		•	impairment charges;



		•	merger-related events;



		•	gain or loss related to investments;



		•	sales and use tax settlements; and



		•	gain on non-monetary transactions;



 


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


 


(k) gross
or operating margins;


 


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


 


(m) cash
flow, including:


		•	operating cash flow;



•            free cash flow, defined
as earnings before interest, taxes, depreciation and/or amortization (as adjusted to exclude any one or more of the items that
may be excluded pursuant to the Performance Measure specified in clause (h) above) less capital expenditures;


		•	cash flow return on equity; and



		•	cash flow return on investment;



 


(n) productivity
ratios;


 


(o) expense
targets;


 


(p) market
or market segment share or penetration;


 


(q) working
capital targets;


 


(r) completion
of acquisitions of businesses or companies;


 


(s) completion
of divestitures and asset sales;


 


(t) debt
repayment targets, and debt/equity ratios;


 


(u) costs,
reduction in costs, and cost control measures;


 


(v) funds
from operations;


 


(w) employee
hiring, retention, growth in population, and diversity;


 




    	 	- 25 -	 



     


    

 


(x) employee
or customer satisfaction measurements;


 


(y) execution of contractual arrangements
or satisfaction of contractual requirements or milestones;


 


(z) product
development achievements; and


 


(u) any
combination of the foregoing business criteria.


 


Performance under any
of the foregoing Performance Measures (a) may be used to measure the performance of (i) the Company and its Subsidiaries
and other Affiliates as a whole, (ii) the Company, any Subsidiary, and/or any other Affiliate or any combination thereof,
or (iii) any one or more business units of the Company, any Subsidiary, and/or any other Affiliate, as the Committee, in its
sole discretion, deems appropriate and (b) may be compared to the performance of one or more other companies or one or more
published or special indices designated or approved by the Committee for such comparison, as the Committee, in its sole discretion,
deems appropriate. In addition, the Committee, in its sole discretion, may select performance under the Performance Measure specified
in clause (f) above for comparison to performance under one or more stock market indices designated or approved by the Committee.
The Committee also shall have the authority to provide for accelerated vesting of any Performance-Based Award based on the achievement
of performance goals pursuant to the Performance Measures specified in this Section 14.


 


		14.6.5	Evaluation of Performance.



 


The Committee may provide
in any Performance-Based Award that any evaluation of performance may include or exclude any of the following events that occur
during a Performance Period: (a) asset write-downs; (b) litigation or claims, judgments or settlements; (c) the
effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) any reorganization
or restructuring events or programs; (e) extraordinary, non-core, non-operating or non-recurring items and items that are
either of any unusual nature or of a type that indicates infrequency of occurrence as a separate component of income from continuing
operations; (f) acquisitions or divestitures; (g) foreign exchange gains and losses; (h) impact of shares of Stock purchased
through share repurchase programs; (i) tax valuation allowance reversals; (j) impairment expense; and (k) environmental expense.
To the extent such inclusions or exclusions affect Awards to Covered Employees that are intended to qualify as Performance-Based
Compensation, such inclusions or exclusions shall be prescribed in a form that meets the requirements of Code Section 162(m)
for deductibility.


 


		14.6.6	Adjustment of Performance-Based Compensation.



 


The Committee shall
have the sole discretion to adjust Awards that are intended to qualify as Performance-Based Compensation, either on a formula or
discretionary basis, or on any combination thereof, as the Committee determines consistent with the requirements of Code Section 162(m)
for deductibility.


 




    	 	- 26 -	 



     


    

 


		14.6.7	Committee Discretion.



 


In the event that Applicable
Laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of
such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval, provided
that the exercise of such discretion shall not be inconsistent with the requirements of Code Section 162(m). In addition,
in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation,
the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance
Measures other than those set forth in Section 14.6.4.


 


		14.7	Status of Awards under
Code Section 162(m).



 


It is the intent of
the Company that Performance-Based Awards under Section 14.6 granted to persons who are designated by the Committee
as likely to be Covered Employees shall, if so designated by the Committee, constitute “qualified performance-based compensation”
within the meaning of Code Section 162(m). Accordingly, the terms of Section 14.6, including the definitions of
Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m). If any
provision of the Plan, the applicable Award Agreement, or any other agreement relating to any such Performance-Based Award does
not comply or is inconsistent with the requirements of Code Section 162(m), such provision shall be construed or deemed amended
to the extent necessary to conform to such requirements.


 


		15.	REQUIREMENTS OF LAW



 


		15.1	General.



 


The Company shall not
be required to offer, sell, or issue any shares of Stock under any Award, whether pursuant to the exercise of an Option or SAR
or otherwise, if the offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company
or an Affiliate, or any other person, of any provision of the Company’s certificate of incorporation or bylaws or of Applicable
Laws, including any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion,
that the listing, registration, or qualification of any shares of Stock subject to an Award upon any securities exchange or under
any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, issuance, sale,
or purchase of shares of Stock in connection with any Award, no shares of Stock may be offered, issued, or sold to the Grantee
or any other person under such Award, whether pursuant to the exercise of an Option or SAR or otherwise, unless such listing, registration,
or qualification shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused
thereby shall in no way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the
exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award,
unless a registration statement under the Securities Act is in effect with respect to the shares of Stock subject to such Award,
the Company shall not be required to offer, sell, or issue such shares of Stock unless the Committee shall have received evidence
satisfactory to it that the Grantee or any other person exercising such Option or SAR or accepting delivery of such shares may
acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection
by the Committee shall be final, binding, and conclusive. The Company may register, but shall in no event be obligated to register,
any shares of Stock or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Company shall not be
obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock
or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws. As to any jurisdiction that
expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the
shares of Stock subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration,
the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned
upon the effectiveness of such registration or the availability of such an exemption.


 




    	 	- 27 -	 



     


    

 


		15.2	Rule 16b-3.



 


During any time when
the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intention of the Company
that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b)
of the Exchange Act shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision
of the Plan or action by the Committee does not comply with the requirements of such Rule 16b-3, such provision or action shall
be deemed inoperative with respect to such Awards to the extent permitted by Applicable Laws and deemed advisable by the Committee,
and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Committee may exercise
its discretion to modify the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit
the Company to avail itself of the benefits of, the revised exemption or its replacement.


 


		16.	EFFECT OF CHANGES IN CAPITALIZATION



 


		16.1	Changes in Stock.



 


If the number of outstanding
shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares
or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split,
reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital
stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after
the Effective Date, the number and kinds of shares of stock for which grants of Options and other Awards may be made under the
Plan, including the share limits set forth in Section 4.1 and Section 6.2, shall be adjusted proportionately
and accordingly by the Committee. In addition, the number and kind of shares of capital stock for which Awards are outstanding
shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately
following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding
Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the
unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment
in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall
not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event
of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary
dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the
Company, the Board or the Committee constituted pursuant to Section 3.1.2 shall, in such manner as the Board or the
Committee deems appropriate, adjust (a) the number and kind of shares of capital stock subject to outstanding Awards and/or (b)
the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock
Appreciation Rights as required to reflect such distribution.


 




    	 	- 28 -	 



     


    

 


		16.2	Reorganization in Which
the Company Is the Surviving Entity Which Does not Constitute a Change in Control.



 


Subject to Section 16.4,
if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other
entities which does not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall pertain to and
apply to the securities to which a holder of the number of shares of Stock subject to such Award would have been entitled immediately
following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the per share Option
Price or SAR Price of any outstanding Option or SAR so that the aggregate Option Price or SAR Price thereafter shall be the same
as the aggregate Option Price or SAR Price of the shares of Stock remaining subject to the Option or SAR as in effect immediately
prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement, in another agreement
with the Grantee, or otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement
shares received by the Grantee as a result of such reorganization, merger, or consolidation. In the event of any reorganization,
merger, or consolidation of the Company referred to in this Section 16.2, Performance-Based Awards shall be adjusted
(including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply
to the securities that a holder of the number of shares of Stock subject to the Performance-Based Awards would have been entitled
to receive immediately following such reorganization, merger or consolidation.


 


		16.3	Change in Control.



 


Except as otherwise
provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the
occurrence of a Change in Control:


 


(a)          With
the exception of any Performance-Based Award which first shall be subject to the provisions of Section 16.3(c), immediately
prior to the occurrence of such Change in Control, all outstanding Options and SARs hereunder shall be deemed to have vested and
all restrictions and conditions applicable to such Options and SARs shall be deemed to have lapsed, all outstanding shares of Restricted
Stock, Restricted Stock Units, and Deferred Stock Units shall be deemed to have vested and all restrictions and conditions applicable
to such Restricted Stock, Restricted Stock Units, and Deferred Stock Units shall be deemed to have lapsed and any Stock subject
thereto shall be delivered unless the Committee determines to cash out the Award as described in Section 16.3(b)(i) and
any cash payment required thereunder shall be made, and all outstanding Dividend Equivalent Rights shall be deemed to have vested
and all restrictions and conditions applicable to such Dividend Equivalent Rights shall be deemed to have lapsed and any Stock
subject thereto shall be delivered unless the Committee determines to cash out the Award as described in Section 16.3(b)(i)
and any cash payment required thereunder shall be made, and 


 




    	 	- 29 -	 



     


    

 


(b)          Either
of the following two actions shall be taken by the Committee: 


 


(i)          The
Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Stock, Restricted Stock
Units, Deferred Stock Units, and Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder
thereof an amount in cash or securities having a value (as determined by the Committee acting in good faith), in the case of Restricted
Stock, Restricted Stock Units, Deferred Stock Units and Dividend Equivalent Rights (for shares of Stock payable thereunder) equal
to the formula or fixed price per share paid to holders of shares of Stock and, in the case of Options or SARs, equal to the product
of the number of shares of Stock subject to the Option or SAR, multiplied by the amount, if any, by which (x) the formula or fixed
price per share paid to holders of shares of Stock pursuant to such transaction exceeds (y) the Option Price or SAR Price applicable
to such Award. With respect to all outstanding Options and SARs, in addition to the action taken under the preceding sentence,
the Committee may further elect, in its sole discretion, to give Grantees scheduled to become vested in Options and SARs upon the
Change in Control the opportunity to exercise the Options and SARs prior to the scheduled consummation of the Change in Control
contingent on the occurrence of such Change in Control. 


 


(ii)         The
Company may make provision in writing in connection with such Change in Control for the assumption and continuation of Options
and SARs, theretofore granted, or for substitution of such Options and SARs for new common stock option and stock appreciation
rights relating to the stock of the successor entity, or a parent or subsidiary thereof, with appropriate adjustment as to the
number of shares (disregarding any consideration that is not common stock) and option and stock appreciation right exercise prices.



 


(c)          For
Performance-Based Awards, if less than half of the Performance Period has lapsed, immediately prior to the occurrence of such Change
in Control, such Awards shall be treated as though target performance has been achieved. If at least half of the Performance Period
has lapsed, actual performance to date shall be determined as of a date reasonably proximal to the date of consummation of the
Change in Control as determined by the Committee in its sole discretion, and that level of performance thus determined shall be
treated as achieved immediately prior to occurrence of the Change in Control. For purposes of the preceding sentence, if, based
on the discretion of the Committee, actual performance is not determinable, the Awards shall be treated as though target performance
has been achieved. After application of this Section 16.3(c), if any Awards arise from application of this Section 16.3(c),
such Awards shall be settled under the applicable provision of Section 16.3(a) and 16.3(b).


 




    	 	- 30 -	 



     


    

 


		16.4	Adjustments.



 


Adjustments under this
Section 16 related to shares of Stock or other securities of the Company shall be made by the Committee, whose determination
in that respect shall be final, binding, and conclusive. No fractional shares or other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to
the nearest whole share. The Committee may provide in the applicable Award Agreement at the time of grant, in another agreement
with the Grantee, or otherwise in writing at any time thereafter with the consent of the Grantee, for different provisions to apply
to an Award in place of those provided in Sections 16.1, 16.2, and 16.3. This Section 16 shall
not limit the Committee’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event
of a change in control event that is not a Change in Control.


 


		16.5	No Limitations on Company.



 


The making of Awards
pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other
Affiliate) or engage in any other transaction or activity.


 


		17.	general provisions



 


		17.1	Disclaimer of Rights.



 


No provision in the
Plan or in any Award or Award Agreement shall be construed (a) to confer upon any individual the right to remain in the employ
or Service of the Company or an Affiliate, (b) to interfere in any way with any contractual or other right or authority of the
Company or an Affiliate either to increase or decrease the compensation or other payments to any natural person or entity at any
time, or (c) to terminate any employment or other relationship between any natural person or entity and the Company or an Affiliate.
In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement,
in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change
of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation of the Company
to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts provided herein,
in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company
to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or
beneficiary under the terms of the Plan.


 


		17.2	Nonexclusivity of the Plan.



 


Neither the adoption
of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations
upon the right and authority of the Board or the Committee to adopt such other incentive compensation arrangements (which arrangements
may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular
individuals) as the Board or the Committee, in its discretion, determines desirable.


 




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		17.3	Withholding Taxes.



 


(a)          The
Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind due to a Grantee any federal,
state, or local taxes of any kind required by Applicable Laws to be withheld with respect to the vesting of or other lapse of restrictions
applicable to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to any other Award.
At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or an Affiliate, as the case may be, any
amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided
that if there is a same-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation
on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be
withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding
obligation, in whole or in part, (a) by paying cash, (b) by causing the Company or such Affiliate to withhold shares of Stock
otherwise issuable to the Grantee or (c) by delivering to the Company or such Affiliate shares of Stock already owned by the
Grantee. Notwithstanding the foregoing, the Company or an Affiliate may, in its sole discretion, elect to satisfy all of a Grantee’s
withholding obligation by withholding shares of Stock otherwise issuable to the Grantee, with or without the Grantee’s consent.
The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The
Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such
Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant
to this Section 17.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not
subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.


 


(b)          The
maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state, or local tax withholding requirements
upon the exercise, vesting, or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award,
as applicable, may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required
by the Company or the applicable Affiliate to be withheld and paid to any such federal, state, or local taxing authority with respect
to such exercise, vesting, lapse of restrictions, or payment of shares of Stock; provided, however, for so long as
Accounting Standards Update 2016-09 or a similar rule remains in effect, the Board or the Committee has full discretion to choose,
or to allow a Grantee to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than
the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum
required statutory withholding amount(s) in such Grantee’s relevant tax jurisdictions).


 




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(c)          Notwithstanding
Section 2.21 or this Section 17.3, for purposes of determining taxable income and the amount of the related
tax withholding obligation pursuant to this Section 17.3, the Fair Market Value will be determined by the Committee
in good faith using any reasonable method as it deems appropriate, to be applied consistently with respect to Grantees; provided,
further, that the Committee shall determine the Fair Market Value of shares of Stock for tax withholding obligations due
in connection with sales, by or on behalf of a Grantee, of such shares of Stock subject to an Award to pay the Option Price, SAR
Price, and/or any tax withholding obligation on the same date on which such shares may first be sold pursuant to the terms of the
applicable Award Agreement (including broker-assisted cashless exercises of Options and Stock Appreciation Rights, as described
in Section 12.3, and sell-to-cover transactions) in any manner consistent with applicable provisions of the Code,
including but not limited to using the sale price of such shares on such date (or if sales of such shares are effectuated at more
than one sale price, the weighted average sale price of such shares on such date) as the Fair Market Value of such shares, so long
as such Grantee has provided the Company, or its designee or agent, with advance written notice of such sale.


 


		17.4	Captions.



 


The use of captions
in the Plan or any Award Agreement is for convenience of reference only and shall not affect the meaning of any provision of the
Plan or such Award Agreement.


 


		17.5	Construction.



 


Unless the context
otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”


 


		17.6	Other Provisions.



 


Each Award granted
under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee,
in its sole discretion.


 


		17.7	Number and Gender.



 


With respect to words
used in the Plan, the singular form shall include the plural form and the masculine gender shall include the feminine gender, as
the context requires.


 


		17.8	Severability.



 


If any provision of
the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall
remain enforceable in any other jurisdiction.


 


		17.9	Governing Law.



 


The validity and construction
of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws
of any other jurisdiction.


 




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		17.10	Section 409A of the
Code.



 


(a)          The
Company intends to comply with Code Section 409A, or an exemption to Code Section 409A, with regard to Awards hereunder
that constitute nonqualified deferred compensation within the meaning of Code Section 409A. To the extent that the Company
determines that a Grantee would be subject to the additional twenty percent (20%) tax imposed on certain nonqualified deferred
compensation plans pursuant to Code Section 409A as a result of any provision of any Award granted under the Plan, such provision
shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment
shall be determined by the Committee.


 


(b)          Notwithstanding
any provision of the Plan or an Award Agreement to the contrary, to the extent required to avoid accelerated taxation and tax penalties
under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the
Plan during the six (6)-month period immediately following the Grantee’s “separation from service” within the
meaning under Code Section 409A will instead be paid on the first payroll date after the six (6)-month anniversary of the Grantee’s
Separation from Service (or the Grantee’s death, if earlier).


 


(c)          Notwithstanding
any provision of the Plan or an Award Agreement to the contrary, in the case of an Award that is characterized as deferred compensation
under Code Section 409A, and pursuant to which settlement and delivery of the cash or shares of Stock subject to the Award
is triggered based on a Change in Control, in no event will a Change in Control be deemed to have occurred for purposes of such
settlement and delivery of cash or shares of Stock if the transaction is not also a “change in the ownership or effective
control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company
as determined under Treasury Regulations section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). If an
Award characterized as deferred compensation under Code Section 409A is not settled and delivered on account of the provision
of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement and delivery triggering event
that is a permissible triggering event under Code Section 409A. No provision of this paragraph shall in any way affect the
determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation under Code
Section 409A.


 


*    *    *


 




    	 	- 34 -	 



     


    

 


To record adoption
of the amendment and restatement of the Plan by the Board as of March 23, 2017, and approval of the Plan by the shareholders on
May 17, 2017, the Company has caused its authorized officer to execute the Plan.


 


	 	THE MCCLATCHY COMPANY
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




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