EX-10.1



 Exhibit 10.1 

ALERE INC. 

2010 STOCK OPTION AND INCENTIVE PLAN 

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS  

The name of the plan is the Alere Inc. 2010 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and
enable the officers, employees, Independent Directors and other key persons (including consultants) of Alere Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of
the Company, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. 

The following terms shall be defined as set forth below: 

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder. 

“Administrator” is defined in Section 2(a). 

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards and Dividend Equivalent Rights. 

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

“Cause,” unless otherwise provided in an Award agreement or another agreement with a grantee, means the termination by the
Company or a Subsidiary of the grantee’s employment as a result of a determination by the Company or the Subsidiary, in its sole discretion, that (i) the grantee has committed a felony (or the equivalent) or a crime involving fraud,
intentional misrepresentation, dishonesty, breach of trust, embezzlement, money laundering, misappropriation or conversion of property, (ii) the grantee has committed any other crime, violation of law or misconduct that reflects adversely on
the business, operations or reputation of the Company or a Subsidiary or that exposes the Company or a Subsidiary to a risk of civil or criminal liability, damages or penalties (including injunctive relief), (iii) the grantee is grossly
negligent in the performance of, or has failed or refused to perform, the lawful duties or responsibilities assigned to him or her by the Company or a Subsidiary (other than by reason of disability or a leave of absence permitted by law or otherwise
authorized by the Company or a Subsidiary), (iv) the grantee has violated any code of ethics, code of conduct or other policies applicable to him or her, or (v) the grantee has breached any agreement with the Company or a Subsidiary. 

“Change of Control” is defined in Section 18. 







 “Code” means the Internal Revenue Code of 1986, as amended, and any successor
Code, and related rules, regulations and interpretations. 
 “Committee” means the Committee of the Board referred to in
Section 2. 
 “Covered Employee” means an employee who is a “Covered Employee” within the meaning of
Section 162(m) of the Code. 
 “Dividend Equivalent Right” means Awards granted pursuant to Section 12. 

“Effective Date” means the date on which the Plan is approved by stockholders as set forth in Section 20. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. 

“Fair Market Value” means the closing price for the Stock on any given date during regular trading, or if not trading on that
date, such price on the last preceding date on which the Stock was traded, unless determined otherwise by the Administrator using such methods or procedures as it may establish. 

“Good Reason,” unless otherwise provided in an Award agreement or another agreement with a grantee, when used with reference
to a voluntary termination by a grantee of the grantee’s employment with the Company or a Subsidiary, means any of the following conditions, provided that (i) the grantee provides his or her employer with written notice of the condition
giving rise to the termination within ninety (90) days after the initial existence of the condition, (ii) the grantee provides his or her employer with the opportunity to cure within thirty (30) days after the notice, (iii) such
condition is not cured by the employer with such thirty (30) day period; and (iv) the grantee terminates employment within six (6) months after the initial existence of the condition: (a) a material diminution in the
grantee’s annual base salary, except for diminutions equal to or less than proportionate diminutions in the annual base salaries for a majority of employees in similar positions as the grantee, (b) a material diminution in the
grantee’s authority, duties or responsibilities or (c) the relocation of the facility at which the grantee is principally employed to a location more than 50 miles from such facility, except where such relocation does not increase the
distance of the grantee’s regular commute. 
 “Incentive Stock Option” means any Stock Option designated and
qualified as an “incentive stock option” as defined in Section 422 of the Code. 
 “Independent Director”
means a member of the Board who is not also an employee of the Company or any Subsidiary. 
 “Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option. 

  
 2 








 “Option” or “Stock Option” means any option to purchase shares of
Stock granted pursuant to Section 5. 
 “Outside Director” means a current member of the Board who is: (i) not a
current employee of the Company, (ii) not a former employee of the Company who receives compensation from the Company for prior services (other than benefits under a qualified retirement plan) during the taxable year, (iii) has not been an
officer of the Company, and (iv) does not receive remuneration from the Company, either directly or indirectly in exchange for goods or services, in any capacity other than as a director, all as set out in detail in Treasury
Regulation 1.162-27(e)(3). 
 “Performance Criteria” means the criteria that the Administrator selects for purposes of
establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the
Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: (i) earnings before interest, taxes, depreciation and amortization; (ii) net income (loss)
(either before or after interest, taxes, depreciation and/or amortization); (iii) changes in the market price of the Stock; (iv) cash flow; (v) funds from operations or similar measure; (vi) sales or revenue;
(vii) acquisitions or strategic transactions; (viii) operating income (loss); (ix) return on capital, assets, equity, or investment; (x) total stockholder returns or total returns to stockholders; (xi) gross or net profit
levels; (xii) productivity; (xiii) expense; (xiv) margins; (xv) operating efficiency; (xvi) customer satisfaction; (xvii) working capital; (xviii) earnings per share of Stock; or (xix) lease up performance,
net operating income performance or yield on development or redevelopment communities, any of which under the preceding clauses (i) through (xix) may be measured either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group. 
 “Performance Cycle” means one or more periods of time, which may be of varying and
overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Restricted
Stock Units, or Performance Share Award. Each such period shall not be less than 12 months. 
 “Performance Goals”
means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria. 

“Performance Share Award” means Awards granted pursuant to Section 10. 

“Restricted Stock Award” means Awards granted pursuant to Section 7. 

“Restricted Stock Units” means Awards granted pursuant to Section 8. 

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder. 

  
 3 








 “Stock” means the Common Stock, par value $0.001 per share, of the Company,
subject to adjustments pursuant to Section 3. 
 “Stock Appreciation Right” means an Award granted pursuant to
Section 6. 
 “Subsidiary” means any corporation or other entity (other than the Company) in which the Company owns at
least a 50% interest or controls, either directly or indirectly. 
 “Unrestricted Stock Award” means any Award granted
pursuant to Section 9. 
 SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND
DETERMINE AWARDS 
 (a) Committee. The Plan shall be administered by either the Board or a committee of not less than
two Independent Directors (in either case, the “Administrator”), as determined by the Board from time to time; provided that, (i) for purposes of Awards to Directors or Section 16 officers of the Company, the Administrator
shall be deemed to include only Directors who are Independent Directors and no director who is not an Independent Director shall be entitled to vote or take action in connection with any such proposed Award and (ii) for purposes of Performance
Based Awards, the Administrator shall be a committee of the Board composed of two or more Outside Directors. 
 (b) Powers of
Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: 

(i) to select the individuals to whom Awards may from time to time be granted; 

(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Performance Share Awards and Dividend Equivalent Rights or any combination of the foregoing, granted to any one or more grantees; 

(iii) to determine the number of shares of Stock to be covered by any Award; 

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the
terms of the Plan and Section 2(b)(v) below, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of written instruments evidencing the Awards; provided that repricing of Stock
Options and Stock Appreciation Rights, including the cancellation of Stock Options and Stock Appreciation Rights in exchange for cash, shall not be permitted without shareholder approval; and further provided that, other than by reason of, or in
connection with, any death, disability, retirement, employment termination (without Cause), or Change of Control, the Administrator shall not accelerate or waive any restriction period applicable to any outstanding Restricted Stock Award or any
Restricted Stock Unit beyond the minimum restriction periods set forth in Section 7 and Section 8, respectively, nor shall the Administrator accelerate or amend the aggregate period over which any Performance Share Award is measured to
less than one (1) year; 

  
 4 








 (v) to accelerate at any time the exercisability or vesting of all or any
portion of any Award consistent with Section 2(b)(iv); provided that, other than by reason of, or in connection with, any death, disability, retirement, employment termination (without Cause), or Change of Control, the Administrator shall not
accelerate the exercisability or vesting of unvested Stock Options or Stock Appreciation Rights which in the aggregate, when combined with the aggregate number of shares of Stock issued pursuant to Section 9, exceed five percent (5%) of
the maximum number of shares of stock reserved and available for issuance under the Plan pursuant to Section 3(a), as amended; 

(vi) subject to the provisions of Section 5(a)(ii), to extend at any time the period in which Stock Options may be
exercised; 
 (vii) to determine at any time whether, to what extent, and under what circumstances distribution or the
receipt of Stock and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the grantee and whether and to what extent the Company shall pay or credit amounts constituting interest (at rates
determined by the Administrator) or dividends or deemed dividends on such deferrals; 
 (viii) at any time to adopt,
alter and repeal such rules, guidelines and practices for administration and operation of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related
written instruments); to make all determinations it deems advisable for the administration and operation of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan; and 

(ix) to make any adjustments or modifications to Awards granted to participants who are working outside the United States
and adopt any sub-plans as may be deemed necessary or advisable for participation of such participants, to fulfill the purposes of the Plan and/or to comply with applicable laws. 

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees. 

(c) Delegation of Authority to Grant Awards. The Administrator, in its discretion, may delegate to the Chief Executive
Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards at Fair Market Value, to individuals who are not subject to the reporting and other provisions of Section 16 of the
Exchange Act or Covered Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the
exercise price of any Stock Option, the conversion ratio or price of other Awards and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the
Administrator’s delegate or delegates that were consistent with the terms of the Plan. 

  
 5 








 (d) Indemnification. Neither the Board nor the Committee, nor any member of
either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be
entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under any directors’ and officers’ liability insurance coverage which may be in effect from time to time. 

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION 

(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be
9,153,663 shares, subject to adjustment as provided in Section 3(b) (the “Pool”). For purposes of this limitation, in respect of any shares of Stock under any Award which shares are forfeited, canceled, satisfied without the issuance
of Stock, otherwise terminated, or, for shares of Stock issued pursuant to any unvested full value Award, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise) (“Unissued Shares”), the number
of shares of Stock that were removed from the Pool for such Unissued Shares shall be added back to the Pool. Notwithstanding the foregoing, upon the exercise of any Award to the extent that the Award is exercised through tendering previously owned
shares or through withholding shares that would otherwise be awarded and to the extent shares are withheld for tax withholding purposes, the Pool shall be reduced by the gross number of shares of Stock being exercised without giving effect to the
number of shares tendered or withheld. For the avoidance of doubt, any shares repurchased by the Company using the proceeds from the exercise of any Stock Option shall not be added back to the Pool. Subject to such overall limitation, shares of
Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that (i) Stock Options or Stock Appreciation Rights with respect to no more than 1,000,000 shares of Stock may be granted to any one
individual grantee during any one calendar year period and (ii) each share subject to a full value Award settled in stock — other than an Award that is a Stock Option or other Award that requires the grantee to purchase shares for
their fair market value at the time of grant — will reduce the number of shares in the Pool available for grant by three (3). The shares available for issuance from the Pool may be authorized but unissued shares of Stock or shares of Stock
reacquired by the Company and held in its treasury. 
 (b) Changes in Stock. Subject to Section 3(c) hereof, if, as a
result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock
or other securities, or, if, as a result of any merger or consolidation, 

  
 6 








 
sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for a different number or kind of securities of the Company or any
successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number of Stock Options or
Stock Appreciation Rights that can be granted to any one individual grantee, (iii) the maximum number of shares that may be granted under a Performance-Based Award, (iv) the number and kind of shares or other securities subject to any then
outstanding Awards under the Plan, (v) the repurchase price per share subject to each outstanding Restricted Stock Award, and (vi) the price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under
the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options or Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The adjustment
by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional
shares. 
 The Administrator may also adjust the number of shares subject to outstanding Awards and the exercise price and the terms of
outstanding Awards to take into consideration material changes in accounting practices or principles, extraordinary dividends, acquisitions or dispositions of stock or property or any other event if it is determined by the Administrator that such
adjustment is appropriate to avoid distortion in the operation of the Plan, provided that no such adjustment shall be made in the case of an Incentive Stock Option, without the consent of the grantee, if it would constitute a modification, extension
or renewal of the Option within the meaning of Section 424(h) of the Code. 
 (c) Mergers and Other Transactions. In
the case of and subject to the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a
merger, reorganization or consolidation in which the outstanding shares of Stock are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company’s outstanding voting power immediately
prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iv) the sale of all of the Stock of the Company to an unrelated person or entity (in
each case, a “Sale Event”), upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties
thereto for the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of
shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, each grantee shall be permitted, within a specified period of time prior
to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights held by such grantee, including those that will become exercisable upon the consummation of the Sale Event;
provided, however, that the exercise of Options and Stock Appreciation Rights not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event. 

  
 7 








 Notwithstanding anything to the contrary in this Section 3(c), in the event of a Sale Event
pursuant to which holders of the Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment
to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Administrator of the consideration payable per share of
Stock pursuant to the Sale Event (the “Sale Price”) times the number of shares of Stock subject to outstanding Option and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the
aggregate exercise price of all such outstanding Options and Stock Appreciation Rights. 
 (d) Substitute Awards. The
Administrator may grant Awards under the Plan in substitution for stock and stock-based awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with
the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator
considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation set forth in Section 3(a). 

SECTION 4. ELIGIBILITY  

Grantees under the Plan will be such full or part-time officers and other employees, Independent Directors and key persons (including
consultants and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion. 

SECTION 5. STOCK OPTIONS 
 Any Stock
Option granted under the Plan shall be in such form as the Administrator may from time to time approve. 
 Stock Options granted under the
Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of
Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. 

No Incentive Stock Option shall be granted under the Plan after July 14, 2020. 

(a) Stock Options. Stock Options granted pursuant to this Section 5(a) shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem 

  
 8 








 
desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish. 
 (i) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant
to this Section 5(a) shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. If an employee owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option is granted to such employee, the option
price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. 

(ii) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable
more than 10 years after the date the Stock Option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes
of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option is granted to such employee, the term of such Stock Option shall be no more than five years from the date of grant. 

(iii) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not
in installments, as shall be determined by the Administrator at or after the grant date. Subject to Section 2(b)(v), the Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall
have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. 

(iv) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option Award agreement: 

(A) In cash, by certified or bank check or other instrument acceptable to the Administrator; 

(B) Through the delivery (or attestation to the ownership) of shares of Stock that are not then subject to restrictions
under any company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date; 
 (C) By the
optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that
in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure; or 

  
 9 








 (D) With respect to Stock Options that are not Incentive Stock Options, by a
“net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.

 (E) Any other method permitted by the Administrator. 

Payment instruments will be received subject to collection. The delivery of certificates representing the shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Option Award agreement or applicable provisions of laws. In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number
of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of shares attested to. 

(v) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under
Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and
subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option. 

(b) Non-transferability of Options. No Stock Option shall be transferable by the optionee otherwise than by will or by the
laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity.
Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide in the Award agreement regarding a given Option that the optionee may transfer his Non-Qualified Stock Options to members of his immediate family, to trusts for
the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable
Option. 
 (c) Form of Settlement. Shares of Stock issued upon exercise of a Stock Option shall be free of all restrictions
under the Plan, except as otherwise provided in the Plan. 
 SECTION 6. STOCK APPRECIATION RIGHTS  

(a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is an Award entitling the recipient to receive shares of Stock
having a value on the date of exercise calculated as follows: (i) the grant date exercise price of a share of Stock is (ii) subtracted from the Fair Market Value of the Stock on the date of exercise and (iii) the difference is
multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised. 

  
 10 








 For example, if the grant date exercise price is $10.00 and the Fair Market Value on the date of
exercise is $20.00, the difference is $10.00. If the grantee is exercising the Stock Appreciation Right as to 100 shares of Stock, he or she will receive shares with a value on the exercise date of $1,000.00 ($20.00 – $10.00 = $10.00.
$10.00 x 100 = $1,000.00.) The grantee will receive 50 shares of stock. ($1,000.00 ÷ $20.00 = 50 shares.) 

(b) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than
100 percent of the Fair Market Value of the Stock on the date of grant. 
 (c) Grant and Exercise of Stock Appreciation
Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan. 

(d) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and
conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. 

SECTION 7. RESTRICTED STOCK AWARDS  

(a) Nature of Restricted Stock Awards. A Restricted Stock Award is an Award entitling the recipient to acquire, at such
purchase price as determined by the Administrator, shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant (“Restricted Stock”). Conditions may be based on continuing employment
(or other service relationship) and/or achievement of pre-established performance goals and objectives. The grant of a Restricted Stock Award is contingent on the grantee executing the Restricted Stock Award agreement. The terms and conditions of
each such agreement shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. 

(b) Rights as a Stockholder. Upon execution of a written instrument setting forth the Restricted Stock Award and payment of
any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to such conditions contained in the written instrument evidencing the Restricted Stock Award. Unless the
Administrator shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a
condition of the grant, to deliver to the Company a stock power endorsed in blank. 
 (c) Restrictions. Restricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award agreement. If a grantee’s employment (or other service relationship) with the Company
and its Subsidiaries terminates for any reason, the Company shall have the right to repurchase Restricted Stock that has not vested at the time of termination at its original purchase price, from the grantee or the grantee’s legal
representative. 

  
 11 








 (d) Vesting of Restricted Stock. The Administrator at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse.
Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed
“vested.” Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 16 below, in writing after the Award agreement is issued, a grantee’s rights in any shares of Restricted
Stock that have not vested shall automatically terminate upon the grantee’s termination of employment (or other service relationship) with the Company and its Subsidiaries and such shares shall be subject to the Company’s right of
repurchase as provided in Section 7(c) above. 
 (e) Restriction Period. Restricted Stock subject to vesting upon the
attainment of performance goals or objectives shall vest after the attainment of the stated performance goals or objectives but only after a restricted period of at least one (1) year. All other Restricted Stock shall vest after a restriction
period of not less than three (3) years; provided, however, that any Restricted Stock with a time-based restriction may become vested incrementally over such three-year period. 

(f) Waiver, Deferral and Reinvestment of Dividends. The Restricted Stock Award agreement may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted Stock. 
 SECTION 8. RESTRICTED STOCK UNITS  

(a) Nature of Restricted Stock Units. A Restricted Stock Unit is a bookkeeping entry representing the equivalent of one share
of Stock for each Restricted Stock Unit awarded to a grantee and represents an unfunded and unsecured obligation of the Company. The Administrator shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time
of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award agreement shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards and grantees. Notwithstanding the foregoing, in the event that any such Restricted Stock Units granted to employees shall have a performance-based goal, the restriction
period with respect to such Award shall not be less than one year, and in the event any such Restricted Stock Units granted to employees shall have a time-based restriction only (without any prior performance condition to the grant or vesting
thereof), the total restriction period with respect to such Award shall not be less than three years; provided, however, that any Restricted Stock Units with a time-based restriction may become vested incrementally over such three-year period. At
the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. To the extent that an award of Restricted Stock Units is subject to Section 409A, it may contain such additional
terms and conditions as the Administrator shall determine in its sole discretion in order for such Award to comply with the requirements of Section 409A. 

  
 12 








 (b) Election to Receive Restricted Stock Units in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made in writing and
shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee
elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided
herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any
Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award. 

(c) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the
grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his Restricted Stock Units, subject to such terms and
conditions as the Administrator may determine. 
 (d) Termination. Except as may otherwise be provided by the Administrator
either in the Award agreement or, subject to Section 16 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of
employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. 
 SECTION 9. UNRESTRICTED STOCK AWARDS
 
 (a) Grant or Sale of Unrestricted Stock. The Administrator may, in its sole discretion, grant (or sell at a purchase
price determined by the Administrator) an Unrestricted Stock Award to any grantee, pursuant to which such grantee may receive shares of Stock free of any restrictions (“Unrestricted Stock”) under the Plan. Unrestricted Stock Awards may be
granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of any cash compensation due to such participant. The aggregate number of shares of Stock issuable pursuant to this
Section 9, when combined with the number of shares underlying unvested Stock Options and Stock Appreciation Rights accelerated pursuant to Section 2(b)(v) other than by reason of, or in connection with, any death, disability, retirement,
employment termination (without Cause), or Change of Control, is limited to five percent (5%) of the maximum number of shares of Stock reserved and available for issuance under the Plan pursuant to Section 3(a), as amended. 

  
 13 








 (b) Elections to Receive Unrestricted Stock in Lieu of Compensation. Upon the
request of a grantee and with the consent of the Administrator, each grantee may, pursuant to an advance written election delivered to the Company no later than the date specified by the Administrator, receive a portion of the cash compensation
otherwise due to such grantee in the form of shares of Unrestricted Stock (valued at Fair Market Value on the date or dates the cash compensation would otherwise be paid) either currently or on a deferred basis. 

(c) Restrictions on Transfers. The right to receive shares of Unrestricted Stock on a deferred basis may not be sold,
assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution. 
 SECTION 10. PERFORMANCE
SHARE AWARDS  
 (a) Nature of Performance Share Awards. A Performance Share Award is an Award entitling the recipient
to acquire shares of Stock upon the attainment of specified performance goals. The Administrator may make Performance Share Awards independent of or in connection with the granting of any other Award under the Plan. The Administrator in its sole
discretion shall determine whether and to whom Performance Share Awards shall be made, the performance goals, the periods during which performance is to be measured (which in the aggregate shall not be less than one (1) year), and all other
limitations and conditions. 
 (b) Restrictions of Transfer. Performance Share Awards, and all rights with respect to such
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered. 
 (c) Rights as a Stockholder. A grantee
receiving a Performance Share Award shall have the rights of a stockholder only as to shares actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee
shall be entitled to receive a stock certificate evidencing the acquisition of shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the Performance Share Award agreement (or in a performance plan
adopted by the Administrator). 
 (d) Termination. Except as may otherwise be provided by the Administrator either in the
Award agreement or, subject to Section 16 below, in writing after the Award agreement is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any reason. 
 SECTION 11. PERFORMANCE-BASED AWARDS TO COVERED
EMPLOYEES  
 (a) Performance-Based Awards. A Performance-Based Award means any Restricted Stock Award, Restricted Stock
Units, or Performance Share Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and any regulations appurtenant thereto. Any employee or other key person
providing services to the Company and who is selected by the Administrator may be granted one or more Performance-Based Awards in the form of a 

  
 14 








 
Restricted Stock Award, Restricted Stock Units or Performance Share Awards payable upon the attainment of Performance Goals that are established by the Administrator and related to one or more of
the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects
to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall company performance or the performance of a division, business unit, or an
individual. The Administrator, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the
Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions provided however, that the Administrator may not exercise such discretion in a manner that would
increase the Performance-Based Award granted to a Covered Employee. Each Performance-Based Award shall comply with the provisions set forth below. 

(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the
Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with
respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the
amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable
to Performance-Based Awards to different Covered Employees. 
 (c) Payment of Performance-Based Awards. Following the completion
of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of
the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the
Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate. 

(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a
Performance Cycle is 200,000 shares of Stock (subject to adjustment as provided in Section 3(c) hereof). 

  
 15 








 SECTION 12. DIVIDEND EQUIVALENT RIGHTS 

(a) Dividend Equivalent Rights. A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on
cash dividends that would be paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares were held by the recipient. A Dividend Equivalent Right may be granted hereunder to any
participant, as a component of another Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the grant. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid
currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply
under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a
component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such Dividend Equivalent Right shall expire or be forfeited
or annulled under the same conditions as such other award. A Dividend Equivalent Right granted as a component of another Award may also contain terms and conditions different from such other award. 

(b) Interest Equivalents. Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide in
the grant for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant. 

SECTION 13. TAX WITHHOLDING 

(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other
amounts received thereunder first becomes taxable, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates to
any grantee is subject to and conditioned on tax obligations being satisfied by the grantee. The Company’s obligation to deliver stock certificates to any grantee is subject to and is conditioned on tax obligations being satisfied by the
grantee. 
 (b) Payment in Stock. If provided in the instrument evidencing an Award, the Company may elect to have the
minimum required tax withholding obligation satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or (ii) allowing a grantee to transfer to the Company shares of Stock owned by the grantee with an aggregate Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due. 

  
 16 








 SECTION 14. SECTION 409A AWARDS 

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A
(a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is
payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to
the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to
interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated or postponed except to the extent permitted by Section 409A. 

SECTION 15. TRANSFER, LEAVE OF ABSENCE, ETC. 

For purposes of the Plan, the following events shall not be deemed a termination of employment: 

(a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one
Subsidiary to another; or 
 (b) an approved leave of absence for military service or sickness, or for any other
purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in
writing. 
 SECTION 16. AMENDMENTS AND TERMINATION 

Subject to requirements of law or any stock exchange or similar rules which would require a vote of the Company’s shareholders, the Board
may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder’s consent. If and to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422
of the Code or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, if and to the extent intended to so qualify, Plan amendments shall be subject to approval by the
Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 16 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(c). 

SECTION 17. STATUS OF PLAN 

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a
grantee, a grantee shall have no 

  
 17 








 
rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the
Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is
consistent with the foregoing sentence. 
 SECTION 18. CHANGE OF CONTROL PROVISIONS 

(a) Awards Granted On or After April 23, 2015. In the case of each Award granted on or after April 23, 2015 to any employee or
member of the Board of Directors of the Company, unless otherwise provided in an Award agreement or another agreement with the grantee, if the employment of a grantee is terminated by the Company or a Subsidiary without Cause or by the grantee for
Good Reason (or, in the case of a member of the Company’s Board of Directors, the grantee’s service on the Company’s Board of Directors terminates for any reason) within one (1) year after a Change of Control, then: 

(i) Each such outstanding Award that is a Stock Option or Stock Appreciation Right held by the grantee at the time of
termination shall automatically become fully exercisable upon such termination. 
 (ii) Conditions and restrictions on each
such outstanding Award that is a Restricted Stock Award, Restricted Stock Unit or Performance Share Award held by the grantee at the time of termination will be removed upon such termination. 

(iii) Notwithstanding the foregoing, to the extent that the parties to a Change of Control do not provide for the assumption,
continuation or substitution of Awards granted on or after April 23, 2015 in accordance with Section 3(c), Section 18(b) shall apply to such Awards as if they had been granted before April 23, 2015. 

(b) Awards Granted Before April 23, 2015. In the case of each Award granted before April 23, 2015, upon the occurrence of a
Change of Control: 
 (i) Each such outstanding Award that is a Stock Option or Stock Appreciation Right shall automatically
become fully exercisable. 
 (ii) Except as otherwise provided in the applicable Award agreement, conditions and restrictions
on each such outstanding Award that is a Restricted Stock Award, Restricted Stock Unit or Performance Share Award will be removed. 

(c) “Change of Control” shall mean the occurrence of any one of the following events: 

(i) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Act (other than the Company, any
of its Subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its Subsidiaries), together with all “affiliates” and “associates” (as
such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the 

  
 18 








 
Exchange Act), directly or indirectly, of securities of the Company representing in excess of 50% of either (A) the combined voting power of the Company’s then outstanding securities
having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”) or (B) the then outstanding shares of Stock of the Company (in either such case other than as a result of an acquisition of
securities directly from the Company); or 
 (ii) persons who, as of the Effective Date, constitute the
Company’s Board of Directors (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board,
provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote
of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such
person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or 

(iii) the consummation of a consolidation, merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction in which the stockholders of the Company immediately prior to the Corporate Transaction, would, immediately after the Corporate
Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 80% of the voting shares of the corporation issuing cash or securities in the Corporate
Transaction (or of its ultimate parent corporation, if any); or 
 (iv) the approval by the stockholders of any
plan or proposal for the liquidation or dissolution of the Company. 
 Notwithstanding the foregoing, a “Change of Control” shall
not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate
number of shares of Voting Securities beneficially owned by any person in excess of 50% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence
shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and
immediately thereafter beneficially owns in excess of 50% of the combined voting power of all then outstanding Voting Securities, then a “Change of Control” shall be deemed to have occurred for purposes of the foregoing clause (i). 

  
 19 








 SECTION 19. GENERAL PROVISIONS 

(a) No Distribution; Compliance with Legal Requirements. The Administrator may require each person acquiring Stock pursuant to
an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. 

No shares of Stock shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar
requirements, whether located in the United States or a foreign jurisdiction, have been satisfied. The Administrator may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it deems
appropriate. 
 No Award under the Plan shall be a nonqualified deferred compensation plan, as defined in Code Section 409A, unless
such Award meets in form and in operation the requirements of Code Section 409A(a)(2), (3), and (4). 
 (b) Delivery of Stock
Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to
the grantee, at the grantee’s last known address on file with the Company. 
 (c) Other Compensation Arrangements; No
Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific
cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary. 

(d) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to such company’s
insider trading policy, as in effect from time to time. 
 (e) Forfeiture of Awards under Sarbanes-Oxley Act. If the
Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then, to the extent required by law, any
grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month
period following the first public issuance or filing with the United States Securities and Exchange Commission, as the case may be, of the financial document embodying such financial reporting requirement. 

(f) Designation of Beneficiary. At the discretion of the Administrator the instrument evidencing an Award may permit the
grantee to designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and
shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate. 

  
 20 








 SECTION 20. EFFECTIVE DATE OF PLAN 

This Plan shall become effective upon approval by the holders of a majority of the shares of Stock of the Company present or represented and
entitled to vote at a meeting of stockholders at which a quorum is present or by written consent of the stockholders. Subject to such approval by the stockholders, Stock Options and other Awards may be granted hereunder on and after adoption of this
Plan by the Board. 
 SECTION 21. GOVERNING LAW 

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of
Delaware, applied without regard to conflict of law principles. 

  
 21