Applied Films Corporation Long-Term Incentive Plan



 Exhibit 4.5 
 APPLIED FILMS CORPORATION 
 LONG-TERM INCENTIVE PLAN 
 ARTICLE 1 
 ESTABLISHMENT AND PURPOSE
OF THE PLAN 
 1.1 Establishment of the Plan. Applied Films Corporation, a Colorado corporation (the “Company”),
hereby establishes an incentive compensation plan to be known as the “Applied Films Corporation Long-Term Incentive Plan” (the “Plan”), as set forth in this document. The Plan permits the granting of stock options, stock
appreciation rights, restricted stock, performance shares, and other stock-based awards to key employees of the Company and its Subsidiaries, as well as Directors, Nonemployee Officers and Consultants. Upon approval by the Board of Directors of the
Company, subject to ratification by the affirmative vote of holders of a majority of shares of the Company’s Common Stock present and entitled to vote at the 2003 Annual Meeting of Shareholders, the Plan shall be effective as of
October 22, 2003 (the “Effective Date”). 
 1.2 Purpose of the Plan. The purpose of the Plan is to promote the
long-term success of the Company for the benefit of the Company’s shareholders, through stock-based compensation, by aligning the personal interests of Plan Participants with those of its shareholders. The Plan is designed to allow Plan
Participants to participate in the Company’s future, as well as to enable the Company to attract, retain and award such individuals. 
 1.3 Term of Plan. No Awards shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date (“Termination Date”), provided that Awards granted prior to the Termination Date may extend
beyond that date. 
 ARTICLE 2 
 DEFINITIONS 
 For purposes of this Plan, the following terms shall have the meanings set forth below: 
 2.1 “Administrator” shall mean the Board or any of the Committees designated to administer the Plan in accordance with Section 3.1 of the
Plan. 
 2.2 “Award” shall mean any award under this Plan of any Options, Stock Appreciation Rights, Restricted Stock, Performance
Shares or Other Stock-Based Award. 
 2.3 “Award Agreement” shall mean an agreement evidencing the grant of an Award under this
Plan. Awards under the Plan shall be evidenced by Award Agreements that set forth the details, conditions and limitations for each Award, as established by the Administrator and shall be subject to the terms and conditions of the Plan. 

2.4 “Award Date” shall mean the date that an Award is made, as specified in an Award Agreement. 







 2.5 “Board” shall mean the Board of Directors of the Company. 
 2.6 “Code” shall mean the Internal Revenue Code of 1986, as amended. 
 2.7 “Committee” shall mean one of the Committees, as specified in Article 3, appointed by the Board to administer the Plan. 
 2.8 “Common Stock” shall mean the Common Stock, no par value per share, of the Company. 
 2.9 “Consultant” shall mean any person or entity engaged by the Company or a Subsidiary to render services to the Company or that Subsidiary.

 2.10 “Director” shall mean a member of the Board or a member of the Board of Directors of a Subsidiary. 
 2.11 “Disability” shall mean permanent and total disability as determined under the rules and guidelines established by the Administrator for
purposes of the Plan. 
 2.12 “Employee” shall mean any person employed by the Company or a Subsidiary, Neither service as a
Director nor the payment of a Director’s fee by the Company shall be sufficient to constitute employment by the Company. 
 2.13
“Exchange Act” shall mean the Securities Exchange Act of 1934. 
 2.14 “Fair Market Value” shall be the closing sale
price of the Company’s Common Stock for such date on the NASDAQ. If no sale of shares of Common Stock is reflected on NASDAQ on a date, “Fair Market Value” shall be determined according to the closing sale price on the next preceding
day on which there was a sale of shares of Common Stock reflected on NASDAQ. 
 2.15 “Immediate Family Member” shall mean the
spouse, and/or any child or grandchild of a Participant. 
 2.16 “Incentive Stock Option” or “ISO” shall mean an option
to purchase shares of Common Stock granted under Article 6, which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code. 
 2.17 “Insider” shall mean an employee who is an officer (as defined in Rule 16a-l(f) of the Exchange Act) or Director, or holder of
more than 10% of its outstanding shares of the Company’s Common Stock. 
 2.18 “NASDAQ” shall mean the National Association of
Security Dealers Automated Quotation System or any successor then in use. 
 2.19 “Nonemployee Director” shall mean a person who
satisfies (1) the definition of “Nonemployee Director” within the meaning set forth in Rule 16b-3(b)(3), as promulgated by the SEC under the Exchange Act, or any successor definition adopted by the SEC, or (2) the definition
of “outside director” within the meaning of Section 162(m) of the Code. 
  

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 2.20 “Nonemployee Officer” shall mean a person who is not an employee, but who has been elected
as an officer of the Company or of the Board. 
 2.21 “Nonqualified Stock Option” or “NQSO” shall mean an option to
purchase shares of Common Stock, granted under Article 6, which is not an Incentive Stock Option. 
 2.22 “Option” means an
Incentive Stock Option or a Nonqualified Stock Option. 
 2.23 “Option Price” shall mean the price at which a share of Common Stock
may be purchased by a Participant pursuant to an Option, as determined by the Administrator. 
 2.24 “Other Stock-Based Award”
shall mean an Award under Article 10 of this Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock. 
 2.25 “Participant” shall mean an Employee, a Director, a Consultant, or a Nonemployee Officer who holds an outstanding Award granted under the Plan. 
 2.26 “Performance Shares” shall mean an Award granted under Article 9 of this Plan evidencing the right to receive Common Stock or cash of
an equivalent value at the end of a specified performance period. 
 2.27 “Permitted Transferee” means (i) an Immediate Family
Member, (ii) a trust or trusts for the exclusive benefit of the Participant and/or one or more Immediate Family Members, or (iii) a partnership or limited liability company whose only partners or members are the Participant and/or one or
more Immediate Family Members. 
 2.28 “Plan Shares” shall mean the shares of Common Stock which may be issued under this Plan,
which may be either unauthorized and unissued Common Stock or issued Common Stock reacquired by the Company. 
 2.29 “Restricted
Stock” shall mean an Award granted to a Participant under Article 8 of this Plan. 
 2.30 “Retirement” shall mean the
termination of a Participant’s employment with the Company or a Subsidiary after the Participant attains the age of 60. With respect to a Director, Retirement shall mean the termination of a Director’s service as a Director of the Company
or a Subsidiary after serving as a Director of the Company and/or any Subsidiary for a period of at least five (5) consecutive years prior to the date of termination of such service. 
 2.31 “SEC” shall mean the Securities and Exchange Commission of the United States of America. 
  

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 2.32 “Stock Appreciation Right” or “SAR” shall mean an Award granted to a Participant
under Article 7 of this Plan. 
 2.33 “Subsidiary” shall mean any corporation in which the Company owns directly, or
indirectly through subsidiaries, at least 50% of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns at least 50% of the combined
equity thereof. 
 2.34 “Termination of Service” shall mean the termination of an Employee’s employment with the Company or a
Subsidiary. An Employee employed by a Subsidiary shall also be deemed to incur a Termination of Service if the Subsidiary ceases to be a Subsidiary and the Participant does not immediately thereafter become an employee of the Company or another
Subsidiary. With respect to a Participant that is not an Employee, Termination of Service shall mean the termination of the person’s service as a Director, as a Consultant, or as a Nonemployee Officer. 
 ARTICLE 3 
 ADMINISTRATION

 3.1 The Administrator. The Plan may be administered by different Committees with respect to different groups of
Plan Participants. To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more Non-Employee Directors. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3. Other than as provided above, the Plan shall be administered by (a) the Board, or (b) a Committee, which Committee shall be constituted to satisfy the foregoing conditions. 
 3.2 Administrator Authority. Subject to the Company’s Articles of Incorporation, Bylaws and the provisions of this Plan, the
Administrator shall have full authority to grant Awards to key Employees, as well as Directors, Consultants and Nonemployee Officers. Awards may be granted singly, in combination, or in tandem. The authority of the Administrator shall include the
following: 
 (a) To select the key Employees, Directors, Nonemployee Officers or Consultants to whom Awards may be granted
under the Plan; 
 (b) To determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares and Other Stock-Based Awards, or any combination thereof are to be granted under the Plan; 
 (c) To
determine the number of shares of Common Stock to be covered by each Award; 
 (d) To determine the terms and conditions of
any Award Agreement, including, but not limited to, the Option Price, any vesting restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common
Stock relating thereto, based on such factors as the Administrator shall determine in its sole discretion; 
  

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 (e) To determine whether, to what extent and under what circumstances grants of Awards
are to operate on a tandem basis and/or in conjunction with or apart from other cash compensation arrangement made by the Company and/or a subsidiary other than under the terms of this Plan; 
 (f) To determine under what circumstances an Award may be settled in cash, Common Stock, or a combination thereof; and 
 (g) To determine to what extent and under what circumstances shares of Common Stock and other amounts payable with respect to an Award
shall be deferred. 
 The Administrator shall have the authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (including any Award Agreement) and to otherwise supervise the administration of the
Plan. A majority of any Committee or the Board shall constitute a quorum, and the acts of a majority of a quorum at any meeting, or acts reduced to or approved in writing by a majority of the members of any Committee or the Board, shall be the valid
acts of any Committee or the Board. The interpretation and construction by any Committee or the Board of any provisions of the Plan or any Award granted under the Plan shall be final and binding upon the Company, the Board and Participants,
including their respective heirs, executors and assigns. No member of the Board or any Committee shall be liable for any action or determination made in good faith with respect to the Plan or an Award granted hereunder. 
 3.3 No Authority to Reprice. Notwithstanding the authority described in Section 3.2, without the prior approval of the Company’s
shareholders, neither the Committee nor the Board shall have the authority to lower the option exercise price of previously granted Awards, whether by means of the amendment of previously granted Awards or the replacement or regrant, through
cancellation, of previously granted Awards. 
 ARTICLE 4 
 COMMON STOCK SUBJECT TO THE PLAN 
 Subject to adjustment as provided in Section 13.1, the
maximum aggregate number of shares of Common Stock which may be issued under this Plan, which may be either unauthorized and unissued Common Stock or issued Common Stock reacquired by the Company shall be 1,200,000. 
 Determinations as to the number of Plan Shares that remain available for issuance under the Plan shall be made in accordance with such rules and
procedures as the Administrator shall determine from time to time. If an Award expires unexercised or is forfeited, cancelled, terminated or settled in cash in lieu of Common Stock, the shares of Common Stock that were theretofore subject (or
potentially subject) to such Award may again be made subject to an Award Agreement. 

  

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In addition, shares from the following sources shall be added to the number of Plan Shares available for issuance under the Plan: 
 (1) Any shares of the Company’s Common Stock surrendered in payment of the exercise price of Options or to pay the tax withholding
obligations incurred upon the exercise of Options; 
 (2) Options withheld to pay the exercise price or tax withholding
obligations incurred upon the exercise of Options; and 
 (3) The number of shares repurchased by the Company in the open
market or otherwise having an aggregate purchase price no greater than the cash proceeds received by the Company from the sale of shares of the Company’s stock under the Plan. 
 ARTICLE 5 
 ELIGIBILITY 
 The persons who shall be eligible to receive Awards under the Plan shall be selected by the Administrator from time to time. In making such selections,
the Administrator shall consider the nature of the services rendered by such persons, their present and potential contribution to the Company’s success and the success of the particular Subsidiary of the Company by which they are employed or to
whom they provide services, and such other factors as the Administrator in its discretion shall deem relevant. Participants may hold more than one Award, but only on the terms and subject to the restrictions set forth in the Plan and their
respective Award Agreements. No Participant may receive Awards under the Plan covering more than 25% of Plan Shares. 
 ARTICLE 6

 STOCK OPTIONS 
 6.1
Options. Options may be granted alone or in addition to other Awards granted under this Plan. Each Option granted under this Plan shall be either an Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO). 
 6.2 Grants. The Administrator shall have the authority to grant to any Participant one or more Incentive Stock Options, Nonqualified Stock
Options, or both types of Options. To the extent that any Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option. 
 6.3 Incentive Stock Options. Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422. An Incentive Stock Option shall not be granted to an individual who, on the date of grant, owns
stock possessing more than 10% of the total combined voting power of all classes of stock of the Company. The aggregate Fair Market Value, determined 

  

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on the Award Date of the shares of Common Stock with respect to which one or more Incentive Stock Options (or other incentive stock options within the
meaning of Section 422 of the Code, under all other option plans of the Company) granted on or after January 1, 1987, that are exercisable for the first time by a Participant during any calendar year shall not exceed the $100,000
limitation imposed by Section 422(d) of the Code. 
 6.4 Terms of Options. Options granted under the Plan shall be
evidenced by Award Agreements in such form as the Administrator shall, from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions: 
 (a) Option Price. The Option Price per share of Common Stock purchasable under an Option shall be determined by the Administrator
at the time of grant but shall be not less than 100% of the Fair Market Value of the Common Stock at the Award Date. Once granted, the Option Price may not be modified to provide the Participant with a more favorable price per share unless such
modification is approved by the shareholders of the Company. 
 (b) Option Term. The term of each Option shall be fixed
by the Administrator, provided that no Option shall be exercisable more than ten (10) years after the date the Option is granted. 
 (c) Exercisability. Except as provided in Section 13.2, no Option shall be exercisable either in whole or in part prior to the first anniversary of the Award Date. Thereafter, an Option shall be
exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator and set forth in the Award Agreement. If the Administrator provides that any Option is exercisable only in installments, the
Administrator may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Administrator may determine. 
 (d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, Options may be exercised in whole or in part at any time during the term of
the Option, by giving written notice of exercise to the Company specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price in such form as the Administrator may accept, provided that no
officer or director of the Company shall be permitted to make payment by promissory note or other obligation payable in the future. Notwithstanding the foregoing, an Option shall not be exercisable with respect to less than 100 shares of Common
Stock unless the remaining shares covered by an Option are fewer than 100 shares. If and to the extent determined by the Administrator in its sole discretion at or after grant, payment in full or in part may also be made in the form of Common Stock
owned by the Participant (and for which the Participant has good title free and clear of any liens and encumbrances and with respect to any shares of Common Stock acquired upon the exercise of an Option, has been held by the Optionee for a period of
at least six (6) consecutive months), or by reduction in the number of shares issuable upon such exercise based, in each case, on the Fair Market Value of the Common Stock on the last trading date preceding payment as determined by the 

  

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Administrator. No shares of stock shall be issued until payment has been made. A Participant shall generally have the rights to dividends or other rights of
a shareholder with respect to shares subject to the Option when the person exercising such option has given written notice of exercise, has paid for such shares as provided herein, and, if requested, has given the representation described in
Section 13.1 of the Plan. 
 (e) Transferability of Options. No Option may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than through an agent as approved by the Administrator or by will or by the laws of descent and distribution, provided, however, the Administrator may, in its discretion, authorize all or a
portion of a Nonqualified Stock Option to be granted to an optionee to be on terms which permit transfer by such optionee to a Permitted Transferee, provided that (i) there may be no consideration for any such transfer (other than the receipt
of or interest in a family partnership or limited liability company), (ii) the Award Agreement pursuant to which such Options are granted must be approved by the Administrator, and must expressly provide for transferability in a manner
consistent with this Section 6.4(e), and (iii) subsequent transfers of transferred Options shall be prohibited except those in accordance with Section 6.4(h). Following transfer, any such Options shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer. The events of termination of service of Sections 6.4(f), (g) and (h) hereof, and the tax withholding obligations of Section 14.3 shall continue to be applied
with respect to the original optionee, following which the Options shall be exercisable by the Permitted Transferee only to the extent, and for the periods specified in Sections 6(f), (g), and (h). The Company shall not be obligated to notify
Permitted Transferee(s) of the expiration or termination of any Option. Further, all Options shall be exercisable during the Participant’s lifetime only by such Participant and, in the case of a Nonqualified Stock Option, by a Permitted
Transferee. The designation of a person entitled to exercise an Option after a person’s death will not be deemed a transfer. 
 (f) Termination of Service for Reasons other than Retirement, Disability, or Death. Upon Termination of Service for any reason other than Retirement or on account of Disability or death, each Option held by the Participant shall, to
the extent rights to purchase shares under such Option have accrued at the date of such Termination of Service and shall not have been fully exercised, be exercisable, in whole or in part, at any time for a period of no more than three
(3) months following Termination of Service in the case of ISOs or no more than six (6) months following Termination of Service in the case of NQSOs, subject, however, to prior expiration of the term of such Options and any other
limitations on the exercise of such Options in effect at the date of exercise. Whether an authorized leave of absence or absence because of military or governmental service shall constitute Termination of Service for such purposes shall be
determined by the Administrator, which determination shall be final and conclusive. 
 (g) Termination of Service for
Retirement or Disability. Upon Termination of Service by reason of Retirement or Disability, each Option held by such Participant shall, to the extent rights to purchase shares under the Option have accrued at the date of such Retirement or
Disability and shall not have been fully exercised, remain exercisable in whole 

  

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or in part, at any time during the twelve (12) month period following Termination of Service, subject, however, in any case, to the prior expiration of
the term of the Option and any other limitation on the exercise of such Option in effect at the date of exercise. 
 (h)
Termination of Service for Death. Upon Termination of Service due to death, each Option held by such Participant or Permitted Transferee shall, to the extent rights to purchase shares under the Options have accrued at the date of death and
shall not have been fully exercised, be exercisable, in whole or in part, by the personal representative of the estate of the Participant or Permitted Transferee or by any person or persons who shall have acquired the Option directly from the
Participant or Permitted Transferee by bequest or inheritance at any time during the twelve (12) month period following death, subject, however, in any case, to the prior expiration of the term of the Option and any other limitation on the
exercise of such Option in effect at the date of exercise. 
 (i) Termination of Options. Any Option that is not
exercised within whichever of the exercise periods specified in Sections 6.4(f), (g) or (h) is applicable shall terminate upon expiration of such exercise period. 
 (j) Purchase and Settlement Provisions. The Administrator may at any time offer to purchase an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made. In addition, if an Award Agreement so provides at the Award Date or is thereafter amended to so provide, the
Administrator may require that all or part of the shares of Common Stock to be issued with respect to the exercise of an Option, in an amount not greater than the Fair Market Value of the shares that is in excess of the aggregate Option Price, take
the form of Performance Shares, which shall be valued on the date of exercise on the basis of the Fair Market Value of such Performance Shares determined without regard to the deferral limitations and/or forfeiture restrictions involved. 

ARTICLE 7 
 STOCK APPRECIATION
RIGHTS 
 7.1 Grant of SARs. The Administrator may approve the grant of Stock Appreciation Rights (SARs) that are related to
Options only. A SAR may be granted only at the time of grant of the related Option. A SAR will entitle the holder of the related Option, upon exercise of the SAR, to surrender such Option, or any portion thereof to the extent unexercised, with
respect to the number of shares as to which such SAR is exercised, and to receive payment of an amount computed pursuant to Section 7.2. Such Option will, to the extent surrendered, then cease to be exercisable. Subject to Section 6.4, a
SAR granted hereunder will be exercisable at such time or times, and only to the extent that a related Option is exercisable, and will not be transferable except to the extent that such related Option may be transferable. 
 7.2 Payment of SAR Amount. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount
determined by multiplying (i) the difference between the Fair Market Value of a share of Common Stock on the date of exercise over the Option Price, by (ii) the number of shares of Common Stock with respect to which the SAR is exercised.
At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in shares of Common Stock of equivalent value, or in some combination thereof. 
  

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 7.3 Nontransferability. Except as provided in Section 7.1 above, no SAR may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, and also except as provided for in Section 7.1 above, all SARs shall be exercisable, during the
Participant’s lifetime, only by such Participant. 
 ARTICLE 8 
 RESTRICTED STOCK 
 8.1 Awards of Restricted Stock. Shares of
Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price (if any) to be paid by the Participant, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the
Awards. The Administrator may condition the grant of Restricted Stock upon the achievement of specific business objectives, measurements of individual, business unit, Company or Subsidiary performances, or such other factors as the Administrator may
determine. The provisions of Restricted Stock awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. 
 8.2 Awards and Certificates. A Participant selected to receive a Restricted Stock Award shall not have any rights with respect to such Award,
unless and until such Participant has executed an Award Agreement evidencing the Award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such Award. Further, such
Award shall be subject to the following conditions: 
 (a) Acceptance. Awards of Restricted Stock must be accepted
within a period of thirty (30) days (or such shorter period as the Administrator may specify at grant) after the Award Date, by executing an Award Agreement and by paying whatever price (if any) the Administrator has designated for such shares
of Restricted Stock. 
 (b) Legend. Each Participant receiving a Restricted Stock Award shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form: 
 “The transferability of this certificate and the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture) of the Applied Films Corporation Long-Term Incentive Plan and related Award Agreement entered into between the registered owner and the Company, dated
                        . Copies of such Plan and Agreement are on file in the offices of the Company, 9586 I-25 Frontage
Road, Suite 200, Longmont, Colorado 80504.” 
  

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 (c) Custody. The Administrator may require that the stock certificates evidencing
such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Stock, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to
the Common Stock covered by such Award. 
 8.3 Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to
this Plan shall be subject to the following restrictions and conditions: 
 (a) Restriction Period. Subject to the
provisions of this Plan and the Award Agreement, during a period set by the Administrator commencing with the Award Date (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge, or assign shares of
Restricted Stock awarded under this Plan. Subject to these limits, the Administrator, in its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on
service, performance and/or such other factors or criteria as the Administrator may determine. 
 (b) Rights as
Shareholder. Except as provided in this subsection (b) and subsection (a) above, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company
including the right to vote and to receive any dividends. The Administrator, in its sole discretion, as determined at the time of Award, may permit or require the payment of dividends to be deferred. If any dividends or other distributions are paid
in shares of Common Stock, such shares shall be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. 
 (c) Termination of Service. Subject to the applicable provisions of the Award Agreement and this Article 8, upon Termination
of Service for any reason during the Restriction Period, all Restricted Stock still subject to restriction will vest or be forfeited in accordance with the terms and conditions established by the Administrator as specified in the Award Agreement.

 (d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted
Stock, the certificates for such shares shall be delivered to the Participant. 
 (e) Waiver of Limitation. In the
event of the Participant’s Retirement, Disability or death, or in cases of special circumstances, the Administrator may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to
any or all of an Award under this Article 8. 
  

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 ARTICLE 9 
 PERFORMANCE SHARES 
 9.1 Award of Performance Shares. Performance Shares may be awarded
either alone or in addition to other Awards granted under this Plan. The Administrator shall determine the eligible persons to whom and the time or times at which Performance Shares shall be awarded, the number of Performance Shares to be awarded to
any person, the duration of the period (the “Performance Period”) during which, and the conditions under which, receipt of the Performance Shares will be deferred, and the other terms and conditions of the Award in addition to those set
forth in Section 9.2, as specified in the Award Agreement. The Administrator may condition the grant of Performance Shares upon the achievement of specific business objectives, measurements of individual, business unit, Company or Subsidiary
performance, or such other factors or criteria as the Administrator shall determine. The provisions of the award of Performance Shares need not be the same with respect to each Participant, and such Awards to individual Participants need not be the
same in subsequent years. 
 9.2 Terms and Conditions. Performance Shares awarded pursuant to this Article 9 shall be
subject to the following terms and conditions: 
 (a) Nontransferability. Subject to the provisions of this Plan and
the related Award Agreement, Performance Shares may not be sold, assigned, transferred, pledged or otherwise encumbered during the Performance Period. At the expiration of the Performance Period, share certificates or cash of an equivalent value (as
the Administrator may determine in its sole discretion) shall be delivered to the Participant, or his legal representative, in a number equal to the shares covered by the Award Agreement. 
 (b) Dividends. Unless otherwise determined by the Administrator at the time of Award, amounts equal to any cash dividends declared
during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Share Award will not be paid to the Participant. 
 (c) Termination of Employment. Subject to the provisions of the Award Agreement and this Article 9, upon Termination of
Service for any reason during the Performance Period for a given Award, the Performance Shares in question will vest or be forfeited in accordance with the terms and conditions established by the Administrator at or after grant. 
 (d) Accelerated Vesting. Based on service, performance and/or such other factors or criteria as the Administrator may determine and
set forth in the Award Agreement, the Administrator may, at or after grant, accelerate the vesting of all or any part of any award of Performance Shares and/or waive the deferral limitations for all or any part of such Award. 
  

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 ARTICLE 10 
 OTHER STOCK-BASED AWARDS 
 10.1 Other Awards. Other Awards of Common Stock and other
Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“Other Stock-Based Awards”), may be granted either alone or in addition to or in tandem with other Awards under the Plan.
Subject to the provisions of this Plan, the Administrator shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and
all other conditions of the Awards. The Administrator may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with
respect to each Participant and such Awards to individual Participants need not be the same in subsequent years. 
 10.2 Terms and
Conditions. Other Stock-Based Awards made pursuant to this Article 10 shall be set forth in an Award Agreement and shall be subject to the following terms and conditions: 
 (a) Nontransferability. Subject to the provisions of this Plan and the Award Agreement, shares of Common Stock subject to Awards
made under this Article 10 may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period
lapses. 
 (b) Dividends. Unless otherwise determined by the Administrator at the time of Award, subject to the
provisions of this Plan and the Award Agreement, the recipient of an Award under this Article 10 shall be entitled to receive, currently or on a deferred stock basis, dividends or other distributions with respect to the number of shares of
Common Stock covered by the Award. 
 (c) Vesting. Any Award under this Article 10 and any Common Stock covered by
any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Administrator, in its sole discretion. 
 (d) Waiver of Limitation. In the event of the Participant’s Retirement, Disability or death, or in cases of special circumstances, the Administrator may, in its sole discretion, waive in whole or in part
any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article 10. 
 (e) Price. Common Stock issued or sold under this Article 10 may be issued or sold for no cash consideration or such consideration as the Administrator shall determine and specify in the Award Agreement. 
  

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 ARTICLE 11 
 TERMINATION OR AMENDMENT OF THE PLAN 
 The Board may at any time amend, discontinue or terminate this
Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any applicable regulatory requirement); provided, however, that, unless otherwise required by law, the rights of a Participant with respect
to Awards granted prior to such amendment, discontinuance or termination, may not be impaired without the consent of such Participant and, provided further, without the approval of the Company’s shareholders, no amendment may be made which
would (i) increase the aggregate number of shares of Common Stock that may be issued under this Plan (except by operation of Article 4 or of Section 13.1 of the Plan); (ii) decrease the option price of any Option to less than
100% of the Fair Market Value on the dale of grant for an Option; or (iii) extend the maximum option period under Section 6.4(b) of the Plan. The Administrator may amend the terms of any Award theretofore granted, prospectively or
retroactively, but, subject to Section 13.2 of the Plan, no such amendment or other action by the Administrator shall impair the rights of any Participant without the Participant’s consent. Awards may not be granted under the Plan after
the Termination Date, but Awards granted prior to such date shall remain in effect or become exercisable pursuant to their respective terms and the terms of this Plan. 
 ARTICLE 12 
 UNFUNDED PLAN 
 This Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment not yet made to a
Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. 
 ARTICLE 13 
 ADJUSTMENT PROVISIONS 
 13.1 Antidilution. Subject to the provisions of this Article 13, if the outstanding shares of Common Stock are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Common Stock or
other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in Article 4 of the Plan, (ii) the number and kind of shares or other securities subject to the then
outstanding Awards, and (iii) the price for each share or other unit of any other securities subject to the then outstanding Awards. 
 13.2 Change in Control. In the event of a merger or consolidation of the Company with or into another corporation or any other entity or the exchange of substantially all of the outstanding stock of the Company for shares of
another entity in which, after either transaction, the prior shareholders of the Company own less than 50% of the voting shares of the continuing or surviving entity, or in the event of the sale of all or substantially all of the assets of the
Company, (either event, 

  

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a “Change of Control”), then each outstanding Award shall be assumed or an equivalent option or award substituted by the successor corporation or a
parent or subsidiary of the successor corporation, with appropriate adjustments as to the number and kind of shares and prices. In the event that the Administrator determines that the successor corporation or a parent or a subsidiary of the
successor corporation has refused to assume or substitute an equivalent option or award for each outstanding Award, then all Awards then outstanding under the Plan will be fully vested and exercisable and all restrictions will immediately cease. If
an Award becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify all Participants that all outstanding Options shall be fully exercisable for a period of fifteen
(15) days from the date of such notice and that any Options that are not exercised within such period shall terminate upon the expiration of such period. 
 13.3 Adjustments by Administrator. Any adjustments pursuant to this Article 13 will be made by the Administrator, whose determination as to what adjustments will be made and the extent thereof will be
final, binding, and conclusive. No fractional interest will be issued under the Plan on account of any such adjustments. Only cash payments will be made in lieu of fractional shares. 
 ARTICLE 14 
 GENERAL PROVISIONS 
 14.1 Legend. The Administrator may require each person purchasing shares pursuant to an Award under the Plan to represent to and agree with
the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by this Plan, the certificates for such shares may include any legend which the Administrator deems
appropriate to reflect any restrictions on transfer. 
 All certificates for shares of Common Stock delivered under the Plan shall be subject
to such stock transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Common Stock is then listed, any applicable Federal or
state securities law, and any applicable corporate law, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 
 14.2 No Right to Employment. Neither this Plan nor the grant of any Award hereunder shall give any Participant or other employee, director or
consultant any right with respect to continuance of employment, or any arrangement for services with the Company or any Subsidiary, nor shall there be a limitation in any way on the right of the Company or any Subsidiary by which an employee is
employed to terminate his or her employment or for any director or consultant to terminate his or her relationship with the Company or its subsidiary at any time. 
 14.3 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any shares of Common
Stock or the payment of any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld. Unless otherwise prohibited by the Administrator, each Participant may satisfy any such withholding tax
obligation by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) authorizing 

  

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the Company to withhold from the shares otherwise issuable to the Participant a number of shares having a Fair Market Value as of the “Tax Date,”
less than or equal to the amount of the withholding tax obligation; or (c) delivering to the Company unencumbered shares owned by the Participant having a Fair Market Value, as of the Tax Date, less than or equal to the amount of the
withholding tax obligation. The “Tax Date” shall be the date that the amount of tax to be withheld is determined. 
 14.4 No
Assignment of Benefits. No Award or other benefit payable under this Plan shall, except as otherwise specifically provided by law, be subject in any manner to anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge. Any attempt to anticipate, alienate, attach, sell, transfer, assign, pledge, encumber or charge, any such benefits shall be void, and any such benefit shall not in any manner be subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such benefit, nor shall such benefit be subject to attachment or legal process for or against such person. 
 14.5 Governing Law. This Plan and actions taken in connection herewith shall be governed, construed and enforced in accordance with the laws and in the courts of the state of Colorado. 
 14.6 Application of Funds. The proceeds received by the Company from the sale of shares of Common Stock pursuant to Awards granted under this
Plan will be used for general corporate purposes. 
 14.7 Rights as a Shareholder. Except as otherwise provided in an Award
Agreement, a Participant shall have no rights as a shareholder of the Company until he or she becomes the holder of record of Common Stock. 
 14.8 Non-US Awards. The Administrator may grant Awards to Participants who are subject to the laws of nations other than the United States, which Awards may have terms and conditions that differ from the terms provided elsewhere
in this plan for the purpose of complying with the laws or practices of nations other than the United States. 
  

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