Exhibit 10.36 


 


Gardner
Denver Holdings, Inc.

2017 Omnibus Incentive Plan


 


1.     Purpose.
The purpose of the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan is to provide a means through which the Company and
the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers,
employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity
interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value
of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests with those
of the Company’s stockholders.


 


2.     Definitions.
The following definitions shall be applicable throughout the Plan.


 


(a)     “2013
Plan” means the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance
Parent Corp.) and its Subsidiaries, as it may be amended and restated from time to time.


 


(b)     “Absolute
Share Limit” has the meaning given to such term in Section 5(b) of the Plan.


 


(c)     “Adjustment
Event” has the meaning given to such term in Section 12(a) of the Plan.


 


(d)     “Affiliate”
means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control”
(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.


 


(e)     “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Other Equity-Based Award and Cash-Based Incentive Award granted under the Plan.


 


(f)     “Award
Agreement” means the document or documents by which each Award (other than a Cash-Based Incentive Award) is evidenced,
which may be in written or electronic form.


 


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


 


(h)     “Cash-Based
Incentive Award” means an Award denominated in cash that is granted under Section 11 of the Plan.


 


(i)     “Cause”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Cause,” as defined in any
employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination;
or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause”
contained therein), the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service
Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s
employment or service with the Service Recipient, which results in, or could reasonably be expected to result in, material harm
to the business or reputation of the Company or any other member of the Company Group; (C) conviction of, or plea of guilty or
no contest to, (I) any felony; or (II) any other crime that results in, or could reasonably be expected to result in, material
harm to the business or reputation of the Company or any other member of the Company Group; (D) material violation of the written
policies of the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse
of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud or misappropriation,
embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (F) act of personal
dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient.



    	 



    	 



    




 


(j)     “Change
in Control” means:


 


(i)     the
acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of
either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable
upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to
acquire such Common Stock; or (B) the combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors; provided, however, that for purposes of this Plan, the following acquisitions
shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee
benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a particular Participant,
any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant
or any group of Persons including the Participant);


 


(ii)     during
any period of twelve (12) months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board; provided, that any person becoming
a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds
of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual
or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with
respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any
person other than the Board shall be deemed to be an Incumbent Director; or


 


(iii)     the
sale, transfer or other disposition of all or substantially all of the assets of the Company Group (taken as a whole) to any Person
that is not an Affiliate of the Company.


 


(k)     “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(l)     “Committee”
means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no such Compensation Committee
or subcommittee thereof exists, the Board.


 


(m)     “Common
Stock” means the common stock of the Company, par value $0.01 per share (and any stock or other securities into which
such Common Stock may be converted or into which it may be exchanged).


 


(n)     “Company”
means Gardner Denver Holdings, Inc., a Delaware corporation, and any successor thereto.


 


(o)     “Company
Group” means, collectively, the Company and its Subsidiaries.


 


(p)     “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization.


 


(q)     “Designated
Foreign Subsidiaries” means all members of the Company Group that are organized under the laws of any jurisdiction or
country other than the United States of America that may be designated by the Board or the Committee from time to time.



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(r)     
“Disability” means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Disability,”
as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of
such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability”
contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Service
Recipient or other member of the Company Group in which such Participant is eligible to participate, or, in the absence of such
a plan, the complete and permanent inability of the Participant by reason of illness or accident to perform the duties of the occupation
at which the Participant was employed or served when such disability commenced. Any determination of whether Disability exists
in the absence of a long-term disability plan shall be made by the Company (or its designee) in its sole and absolute discretion.


 


(s)     “Effective
Date” means [insert effective date], 2017.


 


(t)     “Eligible
Person” means any (i) individual employed by any member of the Company Group; provided, however, that no such
employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer
of any member of the Company Group; or (iii) consultant or advisor to any member of the Company Group who may be offered securities
registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of each of clauses (i)
through (iii) above has entered into an Award Agreement or who has received written notification from the Committee or its designee
that they have been selected to participate in the Plan.


 


(u)     “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section
of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(v)     “Exercise
Price” has the meaning given to such term in Section 7(b) of the Plan.


 


(w)     “Fair
Market Value” means, on a given date, (i) if the Common Stock is listed on a national securities exchange, the closing
sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or,
if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) if the Common
Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis,
the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then
on the last preceding date on which a sale was reported; or (iii) if the Common Stock is not listed on a national securities exchange
or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be
the fair market value of the Common Stock; provided, however, as to any Awards granted on or with a Date of Grant
of the date of the pricing of the Company’s initial public offering, “Fair Market Value” shall be equal to the
per share price at which the Common Stock is offered to the public in connection with such initial public offering.


 


(x)     “GAAP”
has the meaning given to such term in Section 7(d) of the Plan.


 


(y)     “Immediate
Family Members” has the meaning given to such term in Section 14(b) of the Plan.


 


(z)     “Incentive
Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section
422 of the Code and otherwise meets the requirements set forth in the Plan.



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(aa)     “Indemnifiable
Person” has the meaning given to such term in Section 4(e) of the Plan.


 


(bb)     
“Nonqualified Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.


 


(cc)     “Non-Employee
Director” means a member of the Board who is not an employee of any member of the Company Group.


 


(dd)     “Option”
means an Award granted under Section 7 of the Plan.


 


(ee)     “Option
Period” has the meaning given to such term in Section 7(c) of the Plan.


 


(ff)     “Other
Equity-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock or Restricted Stock
Unit, that is granted under Section 10 of the Plan and is (i) payable by delivery of Common Stock, and/or (ii) measured by reference
to the value of Common Stock.


 


(gg)     “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
the Plan.


 


(hh)     “Permitted
Transferee” has the meaning given to such term in Section 14(b) of the Plan.


 


(ii)     “Person”
means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).


 


(jj)     “Plan”
means this Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan, as it may be amended and/or restated from time to
time.


 


(kk)     “Qualifying
Director” means a person who is, with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange
Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act.


 


(ll)     “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions, including
vesting conditions.


 


(mm)     “Restricted
Stock” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 9 of the Plan.


 


(nn)     “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other
property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously
employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.


 


(oo)     “SAR
Period” has the meaning given to such term in Section 8(c) of the Plan.


 


(pp)     “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of
(or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(qq)     “Service
Recipient” means, with respect to a Participant holding a given Award, the member of the Company Group by which the original
recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient
provides, or following a Termination was most recently providing, services, as applicable.



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(rr)     “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(ss)     “Strike
Price” has the meaning given to such term in Section 8(b) of the Plan.


 


(tt)     “Subsidiary”
means, with respect to any specified Person:


 


(i)     any
corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s
voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)     any
partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing
general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents
thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(uu)     “Substitute
Award” has the meaning given to such term in Section 5(e) of the Plan.


 


(vv)     “Sub-Plans”
means any sub-plan to the Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of
Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such
sub-plan designed to comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub-Plan may be
designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit
and the other limits specified in Section 5(b) shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.


 


(ww)     “Termination”
means the termination of a Participant’s employment or service, as applicable, with the Service Recipient for any reason
(including death).


 


3.     Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of
the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth (10th) anniversary of the Effective
Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of
the Plan shall continue to apply to such Awards.


 


4.     Administration.



 


(a)     General.
The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall,
at the time such member takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions
provided by Rule 16b-3 promulgated under the Exchange Act, be a Qualifying Director. However, the fact that a Committee member
shall fail to qualify as a Qualifying Director shall not invalidate any Award granted by the Committee that is otherwise validly
granted under the Plan.



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(b)     Committee
Authority. Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority,
in addition to other express powers and authorizations conferred on the Committee by the Plan, to (i) designate Participants; (ii)
determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be
covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled
in, or exercised for, cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards
or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election
of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or
supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish,
amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper
administration of the Plan; (ix) adopt Sub-Plans; and (x) make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan.


 


(c)     Delegation.
Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of
its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of any member of the Company
Group, the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the
responsibility of, or which is allocated to, the Committee herein, and which may be so delegated as a matter of law, except with
respect to grants of Awards to persons (i) who are Non-Employee Directors, or (ii) who are subject to Section 16 of the Exchange
Act.


 


(d)     Finality
of Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan, any Award or any Award Agreement shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive and binding upon all Persons, including, without limitation, any member
of the Company Group, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e)     Indemnification.
No member of the Board, the Committee or any employee or agent of any member of the Company Group (each such Person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan
or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified
and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that
may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding
to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action
taken or omitted to be taken or determination made with respect to the Plan or any Award hereunder and against and from any and
all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable
Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company
shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking
by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined, as provided below, that the
Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own expense,
to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense,
the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification
shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case
not subject to further appeal) binding upon such Indemnifiable Person determines that the acts, omissions or determinations of
such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful
criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the organizational documents
of any member of the Company Group. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any
other rights of indemnification to which such Indemnifiable Persons may be entitled under the organizational documents of any member
of the Company Group, as a matter of law, under an individual indemnification agreement or contract or otherwise, or any other
power that the Company may have to indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.



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(f)     Board
Authority. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time
and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be
subject to the applicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock is listed
or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.


 


5.     Grant
of Awards; Shares Subject to the Plan; Limitations. 


 


(a)     Grants.
The Committee may, from time to time, grant Awards to one or more Eligible Persons.


 


(b)     Share
Reserve and Limits. Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12
of the Plan, no more than 8,550,000 shares of Common Stock, plus any shares of Common Stock subject to outstanding awards under the 2013 Plan that, after
the Effective Date, are forfeited, terminated, canceled, expire unexercised, withheld in payment of the exercise price or withheld
to satisfy tax withholding obligations (such aggregate number of shares, the “Absolute Share Limit”) shall be
available for Awards under the Plan; (ii) subject to Section 12 of the Plan, no more than the number of shares of Common Stock
equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under
the Plan; and (iii) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any
Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal year, shall not
exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial
reporting purposes).


 


(c)     Share
Counting. Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, or terminated
without issuance to the Participant of the full number of shares of Common Stock to which the Award related, the unissued shares
will again be available for grant under the Plan. Shares of Common Stock shall be deemed to have been issued in settlement of Awards
if the Fair Market Value equivalent of such shares is paid in cash; provided, however, that no shares shall be deemed
to have been issued in settlement of a SAR or Restricted Stock Unit that only provides for settlement in cash and settles only
in cash or in respect of any Cash-Based Incentive Award. In no event shall (i) shares tendered or withheld on exercise of Options
or other Award for the payment of the exercise or purchase price or withholding taxes, (ii) shares not issued upon the settlement
of a SAR that settles in shares of Common Stock (or could settle in shares of Common Stock), or (iii) shares purchased on the open
market with cash proceeds from the exercise of Options, again become available for other Awards under the Plan.


 


(d)     Source
of Shares. Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares
held in the treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.


 


(e)     Substitute
Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution
for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company
combines (“Substitute Awards”). Substitute Awards shall not be counted against the Absolute Share Limit; provided,
that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify
as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number
of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange
requirements, available shares under a stockholder-approved plan of an entity directly or indirectly acquired by the Company or
with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for
Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan.



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6.     Eligibility.
Participation in the Plan shall be limited to Eligible Persons.


 


7.     Options.


 


(a)     General.
Each Option granted under the Plan shall be evidenced by an Award Agreement, which agreement need not be the same for each Participant.
Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock
Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive
Stock Options shall be granted only to Eligible Persons who are employees of a member of the Company Group, and no Incentive Stock
Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option
shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner
intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code; provided, that any Option
intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval,
but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case
of an Incentive Stock Option, the terms and conditions of such grant shall be subject to, and comply with, such rules as may be
prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof)
shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall
be regarded as a Nonqualified Stock Option appropriately granted under the Plan.


 


(b)     Exercise
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share
(determined as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee
who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock
of any member of the Company Group, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share
on the Date of Grant.


 


(c)     Vesting
and Expiration.


 


(i)     Options
shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee.


 


(ii)     Options
shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “Option
Period”); provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire
at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed
“blackout period”), then the Option Period shall be automatically extended until the thirtieth (30th) day
following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five (5)
years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock
representing more than 10% of the voting power of all classes of stock of any member of the Company Group.


 


(d)     Method
of Exercise and Form of Payment. No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to
any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. Options which
have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic
instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the
Exercise Price. The Exercise Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at
the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means
of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company);
provided, that such shares of Common Stock are not subject to any pledge or other security interest and have been held by
the Participant for at least six (6) months (or such other period as established from time to time by the Committee in order to
avoid adverse accounting treatment applying generally accepted accounting principles (“GAAP”)); or (ii) by such
other method as the Committee may permit, in its sole discretion, including, without limitation (A) in other property having a
fair market value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the shares of Common
Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including
telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares
of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the
Exercise Price; or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock
otherwise issuable in respect of an Option that are needed to pay the Exercise Price. Any fractional shares of Common Stock shall
be settled in cash.



    	8



    	 



    




 


(e)     Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan
shall notify the Company in writing immediately after the date the Participant makes a disqualifying disposition of any Common
Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including,
without limitation, any sale) of such Common Stock before the later of (i) the date that is two (2) years after the Date of Grant
of the Incentive Stock Option, or (ii) the date that is one (1) year after the date of exercise of the Incentive Stock Option.
The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession,
as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until
the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as
to the sale of such Common Stock.


 


(f)     Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other
applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations
of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8.     Stock
Appreciation Rights.


 


(a)     General.
Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions
set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons
independent of any Option.


 


(b)     Strike
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”)
per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the
Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted
shall have a Strike Price equal to the Exercise Price of the corresponding Option.


 


(c)     Vesting
and Expiration.


 


(i)     A
SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration
provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner
and on such date or dates or upon such event or events as determined by the Committee; provided, however, that notwithstanding
any such vesting dates or events, the Committee may, in its sole discretion, accelerate the vesting of any SAR at any time and
for any reason.


 


(ii)     SARs
shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “SAR Period”);
provided, that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the
Company’s insider trading policy (or Company-imposed “blackout period”), then the SAR Period shall be automatically
extended until the 30th day following the expiration of such prohibition.


 


(d)     Method
of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to
the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such
SARs were awarded.


 


(e)     Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
that is being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date
over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable
taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value,
or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.



    	9



    	 



    




 


9.     Restricted
Stock and Restricted Stock Units.


 


(a)     General.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted
Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement.


 


(b)     Stock
Certificates and Book-Entry; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a
stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered
in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of
the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable; and (ii) the appropriate stock power (endorsed in blank) with respect
to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under
Section 14(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and,
if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall
be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, a Participant generally
shall have the rights and privileges of a stockholder as to shares of Restricted Stock, including, without limitation, the right
to vote such Restricted Stock; provided, that if the lapsing of restrictions with respect to any grant of Restricted Stock
is contingent on satisfaction of performance conditions (other than, or in addition to, the passage of time), any dividends payable
on such shares of Restricted Stock shall be held by the Company and delivered (without interest) to the Participant within fifteen
(15) days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends
shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted
Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company,
and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation
on the part of the Company. A Participant shall have no rights or privileges as a stockholder as to Restricted Stock Units.


 


(c)     Vesting.
Restricted Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on
such date or dates or upon such event or events as determined by the Committee.


 


(d)     Issuance
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)     Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award
Agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or the Participant’s
beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the
shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded
down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular
share of Restricted Stock shall be distributed to the Participant in cash or, in the sole discretion of the Committee, in shares
of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount of such dividends, upon the release
of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.



    	10



    	 



    




 


(ii)     Unless
otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with respect
to any outstanding Restricted Stock Units, the Company shall issue to the Participant or the Participant’s beneficiary, without
charge, one (1) share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted
Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part
shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (B) defer the
issuance of shares of Common Stock (or cash or part cash and part shares of Common Stock, as the case may be) beyond the expiration
of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment
is made in lieu of issuing shares of Common Stock in respect of such Restricted Stock Units, the amount of such payment shall be
equal to the Fair Market Value per share of the Common Stock as of the date on which the Restricted Period lapsed with respect
to such Restricted Stock Units. To the extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units
shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common
Stock) either in cash or, in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to
the amount of such dividends (and interest may, in the sole discretion of the Committee, be credited on the amount of cash dividend
equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest
thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the date
on which the Restricted Period lapses with respect to such Restricted Stock Units, and, if such Restricted Stock Units are forfeited,
the Participant shall have no right to such dividend equivalent payments (or interest thereon, if applicable).


 


(e)     Legends
on Restricted Stock. Each certificate, if any, or book entry representing Restricted Stock awarded under the Plan, if any,
shall bear a legend or book entry notation substantially in the form of the following, subject to any modifications as determined
by the Board in its discretion, and in addition to any other information the Board deems appropriate, until the lapse of all restrictions
with respect to such shares of Common Stock:


 


TRANSFER
OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE Gardner Denver Holdings, Inc.
2017 Omnibus INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN Gardner Denver Holdings, Inc. AND PARTICIPANT. A COPY
OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF Gardner Denver Holdings, Inc.


 


10.     Other
Equity-Based Awards. The Committee may grant Other Equity-Based
Awards under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent on such conditions
as the Committee shall from time to time in its sole discretion determine. Each Other Equity-Based Award granted under the Plan
shall be evidenced by an Award Agreement and shall be subject to such conditions not inconsistent with the Plan as may be reflected
in the applicable Award Agreement, including, without limitation, those set forth in Section 14(a) of the Plan.


 


11.     Cash-Based
Incentive Awards. The Committee may grant Cash-Based Incentive Awards under the Plan to any Eligible
Person. Each Cash-Based Incentive Award granted under the Plan shall be evidenced in such form as the Committee may determine from
time to time.



    	11



    	 



    




 


12.     Changes
in Capital Structure and Similar Events. Notwithstanding
any other provision in this Plan to the contrary, the following provisions shall apply to all Awards granted hereunder (other than
Cash-Based Incentive Awards):


 


(a)     General.
In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares
of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities
of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other
similar corporate transaction or event that affects the shares of Common Stock (including a Change in Control); or (ii) unusual
or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements,
that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended
to be granted to, or available for, Participants (any event in (i) or (ii), an “Adjustment Event”), the Committee
shall, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable,
to any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards
which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind
of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted
under the Plan or any Sub-Plan; and (C) the terms of any outstanding Award, including, without limitation, (I) the number of shares
of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding
Awards or to which outstanding Awards relate; (II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicable
performance measures; provided, that in the case of any “equity restructuring” (within the meaning of the Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee
shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.


 


(b)     Change
in Control. Without limiting the foregoing, in connection with any Change in Control, the Committee may, in its sole discretion,
provide for any one or more of the following:


 


(i)     substitution
or assumption of Awards, or to the extent that the surviving entity (or Affiliate thereof) of such Change in Control does not substitute
or assume the Awards, full acceleration of vesting of, exercisability of, or lapse of restrictions on, as applicable, any Awards;
provided, however, that with respect to any performance-vested Awards, any such acceleration of vesting, exercisability,
or lapse of restrictions shall be based on actual performance through the date of such Change in Control; and


 


(ii)     cancellation
of any one or more outstanding Awards and payment to the holders of such Awards that are vested as of such cancellation (including,
without limitation, any Awards that would vest as a result of the occurrence of such event but for such cancellation or for which
vesting is accelerated by the Committee in connection with such event pursuant to clause (i) above), the value of such Awards,
if any, as determined by the Committee (which value, if applicable, may be based upon the price per share of Common Stock received
or to be received by other stockholders of the Company in such event), including, without limitation, in the case of an outstanding
Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the
Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such
Option or SAR (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal
to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any
payment or consideration therefor).


 


For purposes
of clause (i) above, an award will be considered granted in substitution of an Award if it has an equivalent value (as determined
consistent with clause (ii) above) with the original Award, whether designated in securities of the acquiror in such Change in
Control transaction (or an Affiliate thereof), or in cash or other property (including in the same consideration that other stockholders
of the Company receive in connection with such Change in Control transaction), and retains the vesting schedule applicable to the
original Award.



    	12



    	 



    




 


Payments
to holders pursuant to clause (ii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such
other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant
would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such
transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise
Price or Strike Price).


 


(c)     Other
Requirements. Prior to any payment or adjustment contemplated under this Section 12, the Committee may require a Participant
to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s
pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow
terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or
reductions as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably
determined by the Committee.


 


(d)     Fractional
Shares. Any adjustment provided under this Section 12 may provide for the elimination of any fractional share that might otherwise
become subject to an Award.


 


(e)     Binding
Effect. Any adjustment, substitution, determination of value or other action taken by the Committee under this Section 12 shall
be conclusive and binding for all purposes and holders of Awards shall not be entitled to any additional compensation as a result
of any such action taken by the Committee.


 


13.     Amendments
and Termination.


 


(a)     Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination shall be made without
stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including,
without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system
on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would
materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or
12 of the Plan); or (iii) it would materially modify the requirements for participation in the Plan; provided, further,
that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights
of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without
the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to Section
13(c) of the Plan without stockholder approval.


 


(b)     Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of the Plan and any applicable Award Agreement,
waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award Agreement, prospectively or retroactively (including after a Participant’s Termination);
provided, that, other than pursuant to Section 12, any such waiver, amendment, alteration, suspension, discontinuance, cancellation
or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted
shall not to that extent be effective without the consent of the affected Participant.


 


(c)     No
Repricing. Notwithstanding anything in the Plan to the contrary, without stockholder approval, except as otherwise permitted
under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price
of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower
Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if
any) of the cancelled Option or SAR; and (iii) the Committee may not take any other action which is considered a “repricing”
for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities
of the Company are listed or quoted.



    	13



    	 



    




 


14.     General.



 


(a)     Award
Agreements. Each Award (other than a Cash-Based Incentive Award) under the Plan shall be evidenced by an Award Agreement, which
shall be delivered to the Participant to whom such Award was granted and shall specify the terms and conditions of the Award and
any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or Termination of
a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may
be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee
resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require
an Award Agreement to be signed by the Participant or a duly authorized representative of the Company.


 


(b)     Nontransferability.


 


(i)     Each
Award shall be exercisable only by such Participant to whom such Award was granted during the Participant’s lifetime, or,
if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a Participant (unless such transfer is specifically required
pursuant to a domestic relations order or by applicable law) other than by will or by the laws of descent and distribution and
any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against
any member of the Company Group; provided, that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


(ii)     Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award
Agreement to preserve the purposes of the Plan, to (A) any person who is a “family member” of the Participant, as such
term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated
by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely
for the benefit of the Participant and the Participant’s Immediate Family Members; (C) a partnership or limited liability
company whose only partners or equityholders are the Participant and the Participant’s Immediate Family Members; or (D) a
beneficiary to whom donations are eligible to be treated as “charitable contributions” for federal income tax purposes
(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”);
provided, that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed
transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii)     The
terms of any Award transferred in accordance with clause (ii) above shall apply to the Permitted Transferee and any reference in
the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that
(A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration
statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if
the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate;
(C) neither the Committee nor the Company shall be required to provide any notice to a Permitted Transferee, whether or not such
notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences
of a Participant’s Termination under the terms of the Plan and the applicable Award Agreement shall continue to be applied
with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.


 


(c)     Dividends
and Dividend Equivalents. The Committee may, in its sole discretion, provide a Participant as part of an Award with dividends,
dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other
Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in
its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company
subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards.



    	14



    	 



    




 


(d)     Tax
Withholding.


 


(i)     A
Participant shall be required to pay to the Company or one or more of its Subsidiaries, as applicable, an amount in cash (by check
or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes that are statutorily required
to be withheld in respect of an Award. Alternatively, the Company or any of its Subsidiaries may elect, in its sole discretion,
to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant.


 


(ii)     Without
limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to
satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be
withheld with respect to an Award by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security
interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established
from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having
an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (B) having
the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained
by, the Participant upon the grant, exercise, vesting or settlement of the Award, as applicable, a number of shares of Common Stock
with an aggregate Fair Market Value equal to an amount, subject to clause (iii) below, not in excess of such minimum statutorily
required withholding liability (or portion thereof).


 


(iii)     
The Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion
to allow Participants to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable
by them with respect to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable or
deliverable to, or that would otherwise be retained by, a Participant upon the grant, exercise, vesting or settlement of the Award,
as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required
statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s)
in a Participant’s relevant tax jurisdictions).


 


(e)     Data
Protection. By participating in the Plan or accepting any rights granted under it, each Participant consents to the collection
and processing of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations
and exercise their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited
to, data about participation in the Plan and shares offered or received, purchased, or sold under the Plan from time to time and
other appropriate financial and other data (such as the date on which the Awards were granted) about the Participant and the Participant’s
participation in the Plan.


 


(f)     No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of any member of the Company Group, or other Person,
shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants
are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right
to be retained in the employ or service of the Service Recipient or any other member of the Company Group, nor shall it be construed
as giving any Participant any rights to continued service on the Board. The Service Recipient or any other member of the Company
Group may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under
the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages
or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement,
except to the extent of any provision to the contrary in any written employment contract or other agreement between the Service
Recipient and/or any member of the Company Group and the Participant, whether any such agreement is executed before, on or after
the Date of Grant.



    	15



    	 



    




 


(g)     International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may, in
its sole discretion, amend the terms of the Plan and create or amend Sub-Plans or amend outstanding Awards with respect to such
Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment
for a Participant or any member of the Company Group.


 


(h)     Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more Persons as the
beneficiary or beneficiaries, as applicable, who shall be entitled to receive the amounts payable with respect to an Award, if
any, due under the Plan upon the Participant’s death. A Participant may, from time to time, revoke or change the Participant’s
beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be
effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be
deemed to be the Participant’s spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.


 


(i)     Termination.
Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event:
(i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation,
a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service
with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination;
and (ii) if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company
Group in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further,
unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be a member of the Company Group
(by reason of sale, divestiture, spin-off or other similar transaction), unless a Participant’s employment or service is
transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant
shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.


 


(j)     No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no Person shall be entitled
to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have
been issued or delivered to such Person.


 


(k)     Government
and Other Regulations.


 


(i)     The
obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable
laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions
of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from
offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for
sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of
counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied
with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock
to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other
securities of any member of the Company Group issued under the Plan shall be subject to such stop-transfer orders and other restrictions
as the Committee may deem advisable under the Plan, the applicable Award Agreement, the Federal securities laws, or the rules,
regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation
system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws,
rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause
a legend or legends to be put on certificates representing shares of Common Stock or other securities of any member of the Company
Group issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities
of any member of the Company Group issued under the Plan in book-entry form to be held subject to the Company’s instructions
or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves
the right to add any additional terms or provisions to any Award granted under the Plan that the Committee, in its sole discretion,
deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose
jurisdiction the Award is subject.



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(ii)     The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the
public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common
Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable.
If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall, subject
to any limitations or reductions as may be necessary to comply with Section 409A of the Code, (A) pay to the Participant an amount
equal to the excess of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof
canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable);
over (II) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as
a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant
as soon as practicable following the cancellation of such Award or portion thereof, or (B) in the case of Restricted Stock, Restricted
Stock Units or Other Equity-Based Awards, provide the Participant with a cash payment or equity subject to deferred vesting and
delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted Stock Units or Other Equity-Based
Awards, or the underlying shares in respect thereof.


 


(l)     No
Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision
of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in writing
prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the
Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify
the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental
authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


(m)     Payments
to Persons Other Than Participants. If the Committee shall find that any Person to whom any amount is payable under the Plan
is unable to care for the Participant’s affairs because of illness or accident, or is a minor, or has died, then any payment
due to such Person or the Participant’s estate (unless a prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to the Participant’s spouse, child, relative, an institution maintaining
or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person
otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company
therefor.


 


(n)     Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of equity-based awards otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.


 


(o)     No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between any member of the Company Group, on the one hand, and a Participant or other Person, on
the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations
under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor shall the Company be obligated to maintain separate bank accounts, books, records or other evidence
of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights
under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to
payment of additional compensation by performance of services, they shall have the same rights as other service providers under
general law.


 


(p)     Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act,
as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made
by the independent public accountant of any member of the Company Group and/or any other information furnished in connection with
the Plan by any agent of the Company or the Committee or the Board, other than himself or herself.



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(q)     Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan
or as required by applicable law.


 


(r)     Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to
contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.
EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING
INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER


 


(s)     Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such
provision shall be construed or deemed stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.


 


(t)     Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company.


 


(u)     Section
409A of the Code.


 


(i)     Notwithstanding
any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with Section 409A of the Code,
and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes
or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes
and penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and penalties
under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation
to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With
respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in
the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service”
within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made
in respect of any Award granted under the Plan is designated as separate payments.


 


(ii)     Notwithstanding
anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code
and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section
409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of such Participant’s
“separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six (6)
month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the
Code that is also a business day.


 


(iii)     Unless
otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of
any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be
accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise
to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change
in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code; or (B) a Disability,
no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant
to Section 409A of the Code.



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(v)     Clawback/Repayment.
All Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any
clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii)
applicable law. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should
otherwise have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement,
mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the
Company.


 


(w)     Right
of Offset. The Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property
or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment
or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax
equalization, housing, automobile or other employee programs) that the Participant then owes to any member of the Company Group
and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding
the foregoing, if an Award is “deferred compensation” subject to Section 409A of the Code, the Committee will have
no right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award
Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code in respect
of an outstanding Award.


 


(x)     Expenses;
Titles and Headings. The expenses of administering the Plan shall be borne by the Company Group. The titles and headings of
the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.



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