EX-10.5



 Exhibit 10.5 

MCRON ACQUISITION CORP. 

2012 EQUITY INCENTIVE PLAN 

(Amended and Restated as of March 28, 2013 and May 8 2013) 

 

	Article 1.	Establishment & Purpose 

 1.1 Establishment. Mcron Acquisition Corp., a
Delaware corporation (the “Company”), established the 2012 Equity Incentive Plan effective as of April 27, 2012, which is hereby amended and restated as set forth herein (as amended and restated, this “Plan”).

 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and
consultants of the Company and its Subsidiaries and Affiliates, and to promote the success of the Company’s business by providing them with appropriate incentives and rewards either through a proprietary interest in the long-term success of the
Company or compensation based on fulfilling certain performance goals. 
  

	Article 2.	Definitions 

 Capitalized terms used and not otherwise defined herein shall have the
meanings set forth below. 
 2.1 “Affiliate” means, with respect to any specified Person, any other Person
that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Unless otherwise specifically indicated, when used herein, the term Affiliate shall refer to an Affiliate of the Company.

 2.2 “Award” means any Option, Stock Appreciation Right, Restricted Stock or Other Stock-Based Award that
is granted under this Plan. 
 2.3 “Award Agreement” means either (a) a written agreement entered into
by the Company and a Participant setting forth the terms and provisions applicable to an Award, or (b) a written statement signed by an authorized officer of the Company to a Participant describing the terms and provisions of the actual grant
of such Award. 
 2.4 “Board” means the Board of Directors of the Company. 

2.5 “Cause” means, unless otherwise set forth in an Award Agreement: 

(a) if a Participant has an effective employment agreement, severance agreement, service agreement or other similar agreement with the Company
or a Subsidiary that defines “Cause” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination of employment or other service; or, in the absence of such definition, 







 (b) termination of a Participant’s employment or other service because of: (i) any act
or omission that constitutes a material breach by the Participant of any of his or her obligations under any agreement with the Company or any of its Affiliates or any written lawful policy of the Company, including, without limitation, the willful
and continued failure or refusal of the Participant to substantially perform the duties reasonably required of him or her as an employee of the Company; (ii) the Participant’s conviction of, or plea of nolo contendere to, (x) any
felony or (y) another crime involving material acts of dishonesty or moral turpitude that relates to the property of the Company or any of its Subsidiaries or Affiliates or which is or could reasonably be expected to be materially injurious to
the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates; (iii) the Participant’s engaging in any willful misconduct which is or could reasonably be expected to be materially injurious to the
financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates; or (iv) the Participant’s engaging in any intentional act of dishonesty, violence or threat of violence (including any violation of federal
securities Laws) which is or could reasonably be expected to be materially injurious to the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates; provided, however, that in the event of the
existence of grounds that would constitute Cause as contemplated in subsections (i) or (iii) above, such grounds shall constitute Cause only if the Company provides written notice to the Participant of the grounds and the facts which
constitute Cause within ninety (90) days following the initial existence of the grounds, and the Participant thereafter fails to cure such grounds within thirty (30) Business Days following his or her receipt of such notice (or, in the
event that such grounds cannot be corrected within such thirty (30) day period, the Participant has not taken all reasonable steps within such thirty (30) day period to correct such grounds as promptly as practicable thereafter). 

2.6 “CCMP” means CCMP Capital Investors II, L.P., a Delaware limited partnership, CCMP Capital Investors
(Cayman) II, L.P., a Cayman Islands exempted limited partnership, and any successor legal entities to the foregoing Persons as a result of a merger, consolidation or similar reorganization. 

2.7 “Change of Control” means, unless otherwise specified in an Award Agreement, any transaction or series of
related transactions, whether or not the Company is a party thereto, (a) in which, after giving effect to such transaction or transactions, the Company equity securities representing in excess of fifty percent (50%) of the voting power of
the Company are owned directly, or indirectly through one or more entities, by any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) of persons other than CCMP, or (b) in which there is a
sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis (including securities of the Company’s directly or indirectly owned subsidiaries (if any)); provided,
that, to the extent necessary to comply with Section 409A of the Code with respect to the payment of deferred compensation, “Change of Control” shall be limited to a “change in control event” as defined under
Section 409A of the Code. 
 2.8 “Code” means the U.S. Internal Revenue Code of 1986, as amended from
time to time. 

  
 2 








 2.9 “Committee” means the Board, or any committee designated by
the Board to administer this Plan in accordance with Article 3 of this Plan. 
 2.10 “Consultant”
means any person who provides bona fide services to the Company or any Affiliate or Subsidiary as a consultant or advisor, excluding any Employee or Director. 

2.11 “Director” means a member of the Board who is not an Employee. 

2.12 “Disability” means, unless otherwise set forth in an Award Agreement: 

(a) if a Participant has an effective employment agreement, severance agreement, service agreement or other similar agreement with the Company
or a Subsidiary that defines “Disability” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination of employment or other service; or, in the absence of such definition, 

(b) a physical or mental disability or infirmity of the Participant that prevents the normal performance of substantially all of the
Participant’s duties for a period in excess of ninety (90) consecutive days or for more than one hundred eight (180) days in any consecutive twelve (12) month period. Evidence of such physical or mental disability or infirmity
shall be certified by a physician licensed to practice in the country, state or province of residence of the Participant, which physician is mutually agreeable to the Board and the Participant. If there is no agreement on the selection of the
physician, then the Board shall select one physician and the Participant shall select one physician, and the two physicians shall attempt to mutually agree upon such physical or mental disability or infirmity. If the two physicians cannot agree,
then the two physicians shall jointly select a third physician, whose opinion on such physical or mental disability or infirmity shall control. 

2.13 “Employee” means an officer or other employee of the Company or any Subsidiary or Affiliate, including a
member of the Board who is such an employee. 
 2.14 “Fair Market Value” means as of any day, with respect to
the Shares: 
 (a) if the Shares are immediately and freely tradable on a stock exchange or an over-the-counter market, the closing
price per Share on the preceding day, or if no trades were made on such date, the immediately preceding day on which trades were made; 

(b) if there is a pending transaction in which the Shares of the Company are valued and a definitive agreement for such pending transaction
has been entered into by the Company, the per Share value in such valuation; or 
 (c) if neither (a) nor (b) applies, the fair
value per Share as determined in good faith by the Board and, for the purpose of determining the Option Price or grant price of an Award, consistent with the principles of Section 409A of the Code. 

2.15 “Good Reason” means, unless otherwise set forth in an Award Agreement: 

(a) if a Participant has an effective employment agreement, severance agreement, service agreement or other similar agreement with the Company
or a Subsidiary that defines “Good Reason” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination of employment or other service; or, in the absence of such definition, 

  
 3 








 (b) termination of employment or other service by the Participant because of the occurrence of
any of the following events: (i) there is a material reduction in the Participant’s base salary, unless agreed to in writing by the Participant; (ii) the Participant is required to relocate to a different principal place of business
that is located more than one hundred (100) miles away from the Participant’s primary residence as of the Effective Date; or (iii) the Company’s non-renewal of the Participant’s employment or other service agreement with the
Company. In the event of existence of grounds that would constitute Good Reason as contemplated in subsections (i), (ii) and (iii) above, such grounds shall constitute Good Reason only if the Participant provides written notice to the
Company of the facts which constitute the grounds within ninety (90) days following the initial existence of the grounds and the Company thereafter fails to cure such grounds within thirty (30) business days following its receipt of such
notice (or, in the event that such grounds cannot be corrected within such thirty (30) day period, the Company has not taken all reasonable steps within such thirty (30) day period to correct such grounds as promptly as practicable
thereafter). 
 2.16 “Incentive Stock Option” means an Option intended to meet the requirements of an
incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option in accordance with Article 6 of this Plan. 

2.17 “IPO” has the meaning set forth in the Stockholders’ Agreement. 

2.18 “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option. 

2.19 “Option” means any Option granted from time to time under Article 6 of this Plan. 

2.20 “Option Price” means the purchase price per Share subject to an Option, as determined pursuant to
Section 6.2 of this Plan. 
 2.21 “Other Stock-Based Award” means any Award granted under
Article 9 of this Plan. 
 2.22 “Participant” means any eligible person as set forth in
Section 4.1 to whom an Award is granted. 
 2.23 “Person” means any natural person, sole
proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, governmental authority or any other organization, irrespective of whether it is a legal
entity and includes any successor (by merger or otherwise) of such entity. 
 2.24 “Restricted Stock” means
any Award granted under Article 8 of this Plan. 
 2.25 “Restriction Period” means the period during
which Restricted Stock awarded under Article 8 of this Plan is restricted. 

  
 4 








 2.26 “Share” means a share of common stock of the Company, par
value $0.01 per share, or such other class or kind of shares or other securities resulting from the application of Article 11 of this Plan. 

2.27 “Stock Appreciation Right” means any right granted under Article 7 of this Plan 

2.28 “Stockholders’ Agreement” means that certain Mcron Acquisition Corp. Stockholders’ Agreement
dated April 30, 2012 entered into by and among the Company and the stockholders listed on the signature pages thereto, as may be amended from time to time. 

2.29 “Subsidiary” means, with respect to any entity (the “parent”), any corporation, limited
liability company, company, firm, association or trust of which such parent, at the time in respect of which such term is used, (i) owns directly or indirectly more than fifty percent (50%) of the equity, membership interest or beneficial
interest, on a consolidated basis, or (ii) owns directly or controls with power to vote, directly or indirectly through one or more Subsidiaries, shares of the equity, membership interest or beneficial interest having the power to elect more
than fifty percent (50%) of the directors, trustees, managers or other officials having powers analogous to that of directors of a corporation. Unless otherwise specifically indicated, when used herein, the term Subsidiary shall refer to a
direct or indirect Subsidiary of the Company. 
 2.30 “Ten-Percent Shareholder” means a person who on any
given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of
the Company or a Subsidiary or Affiliate. 
  

	Article 3.	Administration 

 3.1 Authority of the Committee. This Plan shall be administered
by the Committee, which shall have full power to interpret and administer this Plan and full authority to select the Directors, Employees and Consultants to whom Awards will be granted and determine the type and amount of Awards to be granted to
each such Director, Employee or Consultant, the terms and conditions of such Awards. Without limiting the generality of the foregoing, the Committee may, in its sole discretion, interpret, clarify, construe or resolve any ambiguity in any provision
of this Plan or any Award Agreement, accelerate or waive vesting of Awards and exercisability of Awards, extend the term or period of exercisability of any Awards or waive any terms or conditions applicable to any Award, subject to the limitations
set forth in Section 12.2 of this Plan. Awards may, in the discretion of the Committee, be made under this Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or an Affiliate or a company
acquired by the Company or with which the Company combines. The Committee shall have full and exclusive discretionary power to adopt rules, forms, instruments and guidelines for administering this Plan as the Committee deems necessary or proper,
subject to the limitations set forth in Section 12.2 of this Plan. Subject to Section 12.2, all actions taken and all interpretations and determinations made by the Committee or by the Board (or any other committee or
sub-committee thereof), as applicable, shall be final and binding upon the Participants, the Company and all other interested individuals. 

3.2 Delegation. The Committee may delegate to one or more of its members, one or more officers of the Company or any Subsidiary, or one
or more agents or advisors such administrative duties or powers as it may deem advisable. 

  
 5 









	Article 4.	Eligibility and Participation 

 4.1 Eligibility. Participants will consist of such
Employees, Directors and Consultants as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards under this Plan; provided, however, that Options and Stock Appreciation
Rights may only be granted to those Employees, Directors and Consultants with respect to whom the Company is an “eligible issuer” within the meaning of Section 409A of the Code. The designation of an individual as a Participant in any
year shall not require that the Committee designate such individual to receive an Award in any other year or to receive the same type or amount of Award in any other year. 

4.2 Type of Awards. Awards under this Plan may be granted in any one or a combination of: (a) Options; (b) Stock Appreciation
Rights; (c) Restricted Stock; and (d) Other Stock-Based Awards. Awards granted under this Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards,
including, without limitation, restrictive covenants, as determined by the Committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of this Plan and any such Award Agreement, the
provisions of the Plan shall prevail unless otherwise indicated in the Award Agreement. 
  

	Article 5.	Shares Subject to this Plan 

 5.1 Number of Shares Available for Awards. Subject
to adjustment as provided in this Article 5 and Article 11 of the Plan, the maximum number of Shares available for issuance to Participants pursuant to Awards under the Plan shall be 53,000. The Shares available for issuance under the
Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares. Any Shares tendered to or withheld by the Company as part or full payment for the purchase price, Option Price or grant price of an Award or to satisfy all
or part of the Company’s tax withholding obligation with respect to an Award shall not be available for the issuance of additional Awards. 

5.2 Additional Shares. In the event that any outstanding Award expires or is forfeited, cancelled or otherwise terminated without
consideration (i.e., Shares or cash) therefor, the Shares subject to such Award, to the extent of any such forfeiture, cancellation, expiration or termination, shall again be available for Awards under this Plan. If the Committee authorizes the
assumption under this Plan, in connection with any merger, consolidation, reorganization or acquisition of property or stock, of awards granted under another plan, such assumption shall not reduce the maximum number of Shares available for issuance
under this Plan. 
  

	Article 6.	Options 

 6.1 Grant of Options. The Committee is hereby authorized to grant
Options to Participants. Each Option shall permit a Participant to purchase from the Company a stated number of Shares at an Option Price established by the Committee, subject to the terms and 

  
 6 








 
conditions described in this Article 6 and to such additional terms and conditions, as established by the Committee, in its sole discretion, as are consistent with the provisions of the
Plan. Options shall be designated as either Incentive Stock Options or Nonqualified Stock Options; provided, that, Options granted to Directors shall be Nonqualified Stock Options. An Option granted as an Incentive Stock Option shall,
to the extent it fails to qualify under the Code as an Incentive Stock Option, be treated as a Nonqualified Stock Option. None of the Committee, the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall
be liable to any Participant or to any other Person if it is determined that an Option intended to be an Incentive Stock Option does not qualify under the Code as an Incentive Stock Option. Each Option shall be evidenced by an Award Agreement that
shall state the number of Shares covered by such Option. Such Award Agreements shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable. 

6.2 Option Price. The Option Price shall be determined by the Committee at the time of grant but shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant. In the case of any Incentive Stock Option granted to a Ten-Percent Shareholder, the Option Price shall not be less than one hundred ten percent (110%) of the Fair
Market Value of a Share on the date of grant. 
 6.3 Option Term. The term of each Option shall be determined by the Committee at the
time of grant and shall be stated in the Award Agreement, but in no event shall such term be greater than ten (10) years (or, in the case on an Incentive Stock Option granted to a Ten-Percent Shareholder, five (5) years). 

6.4 Time of Exercise. Options granted under this Article 6 shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve as set forth in each Award Agreement, which terms and restrictions need not be the same for each grant or for each Participant. 

6.5 Method of Exercise. Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable. For purposes of this Article 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date
full payment is received by the Company pursuant to clause (a), (b), (c) or (d) of the following sentence (including the applicable tax withholding pursuant to Section 14.3 of the Plan). The aggregate Option Price for the
Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant: (a) in cash or its equivalent (e.g., by cashier’s check); (b) prior to an IPO, to the extent
permitted by the Committee, in its sole discretion, (i) in Shares (whether or not previously owned by the Participant) having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased; (ii) partly in cash and
partly in such Shares (as described in (i) above); or (iii) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the aggregate Option Price for
the Shares being purchased; (c) following an IPO or in connection with a Change of Control transaction, pursuant to clause (i), (ii) or (iii) of clause (b) of this Section 6.5, at the election of the Participant, or
through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the 

  
 7 








 
proceeds of such sale equal to the aggregate Option Price for the Shares being purchased; or (d) immediately prior to any cash dividend or distribution by the Company, pursuant to clause
(i), (ii) or (iii) of clause (b) of this Section 6.5, at the election of the Participant, so that the Participant receives such dividend or distribution for the Shares being purchased. The Committee may authorize any
additional method of payment that it determines, in its sole discretion, to be consistent with applicable law and the purpose of the Plan. 

6.6 Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to employees of the Company or of a
“parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) at the date of grant. The aggregate Fair Market Value (generally determined as of the time the Option is granted) of the
Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under all plans of the Company and of any “parent corporation” or “subsidiary corporation” shall
not exceed one hundred thousand dollars ($100,000), or the Option shall be treated as a Nonqualified Stock Option, but only to the extent of that portion of the Option in excess of the limit. For purposes of the preceding sentence, unless otherwise
designated by the Company, Incentive Stock Options will be taken into account in the order in which they are granted. Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option shall be construed so that each Incentive
Stock Option shall be an incentive stock option as defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that cannot be so construed shall be disregarded. During a Participant’s lifetime Incentive Stock
Options granted to such Participant shall be exercisable only by such Participant. 
  

	Article 7.	Stock Appreciation Rights 

 7.1 Grant of Stock Appreciation Rights. The Committee
is hereby authorized to grant Stock Appreciation Rights to Participants. Stock Appreciation Rights shall be evidenced by Award Agreements that shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall
deem advisable. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of: (a) the Fair
Market Value of a specified number of Shares on the date of exercise over (b) the grant price of the right as specified by the Committee on the date of the grant. Such payment may be in the form of cash, Shares, other property or any
combination thereof, as the Committee shall determine in its sole discretion. 
 7.2 Terms of Stock Appreciation Right. Each Stock
Appreciation Right grant shall be evidenced by an Award Agreement that shall state the grant price (which shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant), term, methods of exercise,
methods of settlement and such other provisions as the Committee shall determine. No Stock Appreciation Right shall have a term of more than ten (10) years from the date of grant. 

  
 8 









	Article 8.	Restricted Stock 

 8.1 Grant of Restricted Stock. The Committee is hereby
authorized to grant Restricted Stock to Participants. An Award of Restricted Stock is a grant by the Committee of a specified number of Shares to the Participant, which Shares are subject to forfeiture upon the occurrence of specified events.
Participants shall be awarded Restricted Stock in exchange for consideration not less than the minimum consideration required by applicable law. Restricted Stock shall be evidenced by an Award Agreement, which shall conform to the requirements of
the Plan and may contain such other provisions as the Committee shall deem advisable. 
 8.2 Terms of Restricted Stock Awards. Each
Award Agreement evidencing a Restricted Stock grant shall specify the Restriction Period(s), the number of Shares of Restricted Stock subject to the Award, the purchase price, if any, of the Restricted Stock, the performance, employment or other
service or other conditions (including the termination of a Participant’s employment or other service, whether due to death, Disability or other reason) under which the Restricted Stock may be forfeited to the Company and such other provisions
as the Committee shall determine. Any Restricted Stock granted under the Plan shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates (in which
case, the certificate(s) representing such Shares shall be legended as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and deposited by the Participant, together with a stock power endorsed in blank, with
the Company, to be held in escrow during the Restriction Period). At the end of the Restriction Period, the restrictions imposed hereunder and under the Award Agreement shall lapse with respect to the number of Shares of Restricted Stock as
determined by the Committee, and, except as provided in Section 14.6, the legend required by this Section 8.2 shall be removed and such number of Shares delivered to the Participant (or, where appropriate, the
Participant’s legal representative). 
 8.3 Voting and Dividend Rights. The Committee shall determine and set forth in a
Participant’s Award Agreement whether or not a Participant holding Restricted Stock granted hereunder shall have the right to exercise voting rights with respect to the Restricted Stock during the Restriction Period (the Committee may require a
Participant to grant an irrevocable proxy and power of substitution) and/or have the right to receive dividends on the Restricted Stock during the Restriction Period (and, if so, on what terms). 

8.4 Performance Goals. The Committee may condition the grant of Restricted Stock or the expiration of the Restriction Period upon the
Participant’s achievement of one or more performance goals specified in the Award Agreement. If the Participant fails to achieve the specified performance goal(s), the Committee shall not grant the Restricted Stock to such Participant or the
Participant shall forfeit the Award of Restricted Stock to the Company, as applicable. 
 8.5 Section 83(b) Election. If a
Participant makes an election pursuant to Section 83(b) of the Code concerning Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company. 

  
 9 









	Article 9.	Other Stock-Based Awards 

 The Committee, in its sole discretion, may grant Awards of
Shares and Awards that are valued, in whole or in part, by reference to, or are otherwise based on the Fair Market Value of, Shares, including, without limitation, restricted stock units, dividend equivalent rights and other phantom awards. Such
Other Stock-Based Awards shall be in such form and dependent on such conditions as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the
completion of a specified period of employment or other service, the occurrence of an event and/or the attainment of performance objectives. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards, whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares and all other terms and
conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). Each Other Stock-Based Award grant shall be evidenced by
an Award Agreement, which shall conform to the requirements of the Plan. 
  

	Article 10.	Compliance with Section 409A of the Code 

 10.1 General. The Company intends
that the Plan and all Awards be construed to avoid the imposition of additional taxes, interest and penalties pursuant to Section 409A of the Code (together with all regulations, guidance, compliance programs and other interpretative authority
thereunder, “Section 409A”). Notwithstanding the Company’s intention, in the event that any Award is subject to such additional taxes, interest or penalties pursuant to Section 409A, the Committee may, in its sole
discretion and without a Participant’s prior consent, amend the Plan and/or Awards, adopt policies and procedures or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or
appropriate to (a) exempt the Plan and/or any Award from the application of Section 409A, (b) preserve the intended tax treatment of any such Award or (c) comply with the requirements of Section 409A, including, without
limitation, any such regulations, guidance, compliance programs and other interpretative authority that may be issued after the date of the grant. Neither the Company nor any of its Subsidiaries or Affiliates shall be liable for any additional tax,
interest or penalties that may be imposed on a Participant under Section 409A or any damages that may be imposed on a Participant or any other Person for failing to comply with Section 409A, but only if Awards are granted, administered and
settled in accordance with the terms of this Plan and the underlying Award Agreements. 
 10.2 Payments to Specified Employees.
Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under the Plan to a “specified
employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from
service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the day that immediately follows the end of such six-month period or as soon as administratively
practicable thereafter. Any remaining payments of nonqualified deferred compensation shall be paid without delay and at the time or times such payments are otherwise scheduled to be made. 

  
 10 








 10.3 Separation from Employment or Other Service. A termination of employment or other
service shall not be deemed to have occurred for purposes of any provision of the Plan or any Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or
following a termination of employment or other service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would
violate Section 409A. For purposes of any such provision of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment,” “termination of
service,” or like terms shall mean “separation from service.” 
  

	Article 11.	Adjustments 

 11.1 Adjustments in Authorized Shares. In the event of any corporate
event or transaction involving the Company, a Subsidiary and/or an Affiliate (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization,
recapitalization, partial or complete liquidation, reclassification, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, dividend in kind, cash dividend, amalgamation or other
like change in capital structure, distribution of any kind or any similar corporate event or transaction, the Committee, to prevent dilution or enlargement of Participants’ rights under the Plan, shall choose, in its sole discretion, one or
more of the following actions, which the Committee shall take in an equitable manner, (a) substitute or adjust the number and kind of Shares or other property that may be issued under the Plan or under particular forms of Awards,
(b) substitute or adjust the number and kind of Shares or other property subject to outstanding Awards, (c) adjust the Option Price, grant price or purchase price applicable to outstanding Awards and/or other value determinations
(including performance conditions) applicable to the Plan or outstanding Awards, (d) permit the holders of outstanding Awards to participate in the corporate event or transaction, or (e) issue additional Awards or Shares or make cash
payments to the holders of outstanding Awards. All adjustments shall be made in good faith compliance with Section 409A. For the avoidance of doubt, management fees payable pursuant to the Advisory Services and Monitoring Agreement by and among
the Company, CCMP Capital Advisors, LLC and certain other parties, dated as of April 30, 2012, as may be amended from time to time, shall in no event be considered a dividend for purposes of this Section 11.1. 

11.2 Change of Control. Upon the occurrence of a Change of Control after the Effective Date, unless otherwise specifically prohibited
under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee shall specify otherwise in the Award Agreement, the Committee shall choose, in its sole
discretion, to make one or more of the following adjustments in the terms and conditions of outstanding Awards (which, for the avoidance of doubt, shall exclude any Options or any portions thereof for which a notice of exercise has been received by
the Company): (a) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (b) substitution by the
surviving company or corporation or its parent of awards with 

  
 11 








 
substantially equivalent terms for outstanding Awards; (c) accelerated exercisability, vesting and/or lapse of restrictions under outstanding Awards immediately prior to the occurrence of
such event; (d) upon written notice, provision that any outstanding Awards must be exercised, to the extent then exercisable, during a reasonable period of time immediately prior to the scheduled consummation of the event or such other period
as determined by the Committee (contingent upon the consummation of the event), and at the end of such period, such Awards shall terminate to the extent not so exercised within the relevant period, provided, that, the Participant is
able to sell any Shares acquired upon such exercise for cash or liquid securities in the transaction that causes the Change of Control; (e) cancellation of all or any portion of a Participant’s outstanding Awards for consideration (in the
form of cash or liquid securities) equal to the Fair Market Value of the Shares subject to such Award (or the portion thereof being canceled), provided, that, in the case of Options and Stock Appreciation Rights or similar Awards, the
Participant shall be entitled to the excess, if any, of the aggregate Fair Market Value of the Shares subject to such outstanding Awards (or the portion thereof being canceled) over the aggregate Option Price or grant price, as applicable, with
respect to such Awards or portion thereof being canceled; or (f) in the event of a sale of at least 80% of the outstanding Shares or all or substantially all of the assets of the Company, cancellation of any unvested Awards or any unvested
portions of any Awards for no consideration. For the avoidance of doubt, in the event of a sale of less than 80% of the outstanding Shares or less than substantially all of the assets of the Company, as applicable, any unvested Awards or any
unvested portions of any Awards will remain, subject to clauses (a) through (e) of this Section 11.2. 
  

	Article 12.	Duration; Amendment, Modification, Suspension and Termination 

 12.1 Duration of
Plan. Unless sooner terminated as provided in Section 12.2, this Plan shall terminate on the tenth anniversary of the Effective Date. 

12.2 Amendment, Modification, Suspension and Termination of Plan. Subject to the terms of the Plan, the Committee may, in its sole
discretion, amend, alter, suspend, discontinue or terminate this Plan or any portion thereof or any Award hereunder at any time; provided, that, no action taken by the Committee shall adversely affect the rights granted to any
Participant under any outstanding Awards (other than pursuant to Article 10, in order to implement Article 11 or as the Committee deems necessary to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street
Reform and Consumer Protection Act) without the Participant’s written consent. 
  

	Article 13.	Forfeiture of Awards Upon Termination of Employment or Other Service 

 13.1
Termination for Cause. Unless otherwise provided in an Award Agreement, in the event that a Participant’s employment or other service is terminated for Cause, all Awards, including vested Options and Stock Appreciation Rights, held by the
Participant shall terminate and be forfeited, effective on the date the Participant’s employment or other service, as applicable, is terminated for Cause. 

13.2 Termination Due to Death or Disability. Unless otherwise provided in an Award Agreement, in the event that a Participant’s
employment or other service is terminated due to death or Disability, (a) all unvested Awards held by the Participant shall terminate and be 

  
 12 








 
forfeited effective as of the date the Participant’s employment or other service is terminated and (b) all vested Options and Stock Appreciation Rights shall terminate and be forfeited
on the date the term of such Options and Stock Appreciation Rights expires. 
 13.3 Termination Due to Retirement. Unless otherwise
provided in an Award Agreement, in the event that a Participant’s employment or other service is terminated due to retirement following such Participant’s attainment of age sixty-five (65), (a) all unvested Awards held by the
Participant shall terminate and be forfeited effective as of the date the Participant’s employment or other service is terminated and (b) all vested Options and Stock Appreciation Rights shall terminate and be forfeited on the earlier of
(i) the date the term of such Options and Stock Appreciation Rights expires and (ii) three (3) years following the termination of the Participant’s employment or other service, as applicable. 

13.4 Termination Without Cause or for Good Reason. Unless otherwise provided in an Award Agreement, in the event that a
Participant’s employment or other service is terminated by the Company without Cause or by the Participant for Good Reason, (a) all unvested Awards held by the Participant shall terminate and be forfeited effective as of the date the
Participant’s employment or other service is terminated and (b) all vested Options and Stock Appreciation Rights shall terminate and be forfeited on the earlier of (i) the date the term of such Options and Stock Appreciation Rights
expires and (ii) ninety (90) days following the termination of the Participant’s employment or other service, as applicable. 

13.5 Termination for any Other Reason. Unless otherwise provided in an Award Agreement, in the event that a Participant’s
employment or other service is terminated for any reason other than pursuant to Sections 13.1-13.4 above, (a) all unvested Awards held by the Participant shall terminate and be forfeited effective as of the date the Participant’s
employment or other service is terminated and (b) all vested Options and Stock Appreciation Rights shall terminate and be forfeited on the earlier of (i) the date the term of such Options and Stock Appreciation Rights expires and
(ii) sixty (60) days following the termination of the Participant’s employment or other service, as applicable. 
  

	Article 14.	General Provisions 

 14.1 No Right to Employment or Other Service or Award. The
granting of an Award under the Plan shall impose no obligation on the Company, any Subsidiary or any Affiliate to continue the employment or other service of a Participant and shall not lessen or affect any right that the Company, any Subsidiary or
any Affiliate may have to terminate the employment or other service of such Participant. No Participant or other Person shall have any claim to be granted any Award, and 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 (whether or not such Participants are similarly
situated). 
 14.2 Settlement of Awards. Each Award Agreement shall establish the form in which the Award shall be settled. The
Committee shall determine whether cash, Awards, other securities or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be issued, rounded, forfeited or otherwise
eliminated. 

  
 13 








 14.3 Tax Withholding. The Company shall have the power and the right to deduct or withhold
automatically from any amount deliverable under the Award or otherwise, or to require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation
to be withheld with respect to any taxable event arising as a result of the Plan. Participants may elect, subject to the approval of the Committee, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by having the
Company withhold Shares having a Fair Market Value equal to the minimum statutory total tax that could be imposed in connection with any such taxable event. 

14.4 No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries) shall be responsible for all taxes with respect to
any Awards under the Plan. The Committee and the Company make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan. Neither the Committee nor the Company has any obligation to take any action to prevent
the assessment of any tax on any Person with respect to any Award under Section 409A or 457A of the Code or otherwise, and none of the Company, any of its Subsidiaries or Affiliates or any of their employees or representatives shall have any
liability to a Participant with respect thereto. 
 14.5 Non-Transferability of Awards. Unless otherwise determined by the Committee,
an Award shall not be transferable or assignable by the Participant except (a) in the event of the Participant’s death (subject to the applicable laws of descent and distribution) or (b) subject to the approval of the Committee, which
approval shall not be unreasonably withheld or delayed, to a family trust or other entity established for estate planning purposes, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate. No transfer shall be permitted for value or consideration. An award exercisable after the death of a Participant may be exercised by the heirs, legatees, personal representatives or distributees of
the Participant. Any permitted transfer of the Awards to heirs, legatees, personal representatives or distributees of the Participant shall not be effective to bind the Company unless the Committee shall have been furnished with written notice
thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. 

14.6 Stockholders’ Agreement; Conditions and Restrictions on Shares. Shares received in connection with Awards granted hereunder
shall be subject to all of the terms and conditions of the Stockholders’ Agreement, including all transfer restrictions and repurchase rights set forth therein. As a condition to receiving, exercising or settling an Award, each Participant
shall sign a joinder agreement pursuant to which the Participant shall become fully bound by the terms set forth in the Stockholders’ Agreement. The certificates for Shares may include any legend that the Committee deems appropriate to reflect
any conditions and restrictions applicable to such Shares. 
 14.7 Shares Not Registered. Shares and Awards shall not be issued under
this Plan unless the issuance and delivery of such Shares and any Awards comply with (or are exempt from) all applicable requirements of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the 

  
 14 








 
Company’s securities may then be traded. The Company shall not be obligated to file any registration statement under any applicable securities laws to permit the purchase or issuance of any
Shares or any Awards under this Plan, and accordingly, any certificates for Shares or documents granting Awards may have an appropriate legend or statement of applicable restrictions endorsed thereon. If the Company deems it necessary to ensure that
the issuance of securities under this Plan is not required to be registered under any applicable securities laws, each Participant with respect to whom such security would be purchased or issued shall deliver to the Company an agreement or
certificate containing such representations, warranties and covenants as the Company reasonably requires. 
 14.8 Awards to Non-U.S.
Employees or Directors. To comply with the laws in countries other than the United States in which the Company or any Subsidiary or Affiliate operates or has Employees, Directors or Consultants, the Committee, in its sole discretion, shall have
the power and authority to: (a) determine which Subsidiaries or Affiliates shall be covered by the Plan; (b) determine which Employees, Directors or Consultants outside the United States are eligible to participate in the Plan;
(c) modify the terms and conditions of any Award granted to Employees, Directors or Consultants outside the United States to comply with applicable foreign laws; (d) take any action, before or after an Award is made, that it deems
advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals; and (e) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary
or advisable, including in accordance with Appendix I attached hereto. 
 14.9 Rights as a Stockholder. Except as otherwise provided
herein or in the applicable Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. 

14.10 Severability. If any provision of the Plan or any Award 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 applicable laws, or, if it cannot be so
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 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. 
 14.11 Unfunded Plan. Participants shall have no right, title or interest
whatsoever in or to any investments that the Company or any of its Subsidiaries or Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create
or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or other Person. To the extent that any Person acquires a right to receive payments from the
Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such amounts. The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time. 

  
 15 








 14.12 No Constraint on Corporate Action. Nothing in the Plan shall be construed to
(a) limit, impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets; or (b) limit the right or power of the Company to take any action that it deems necessary or appropriate. 

14.13 Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company. 

14.14 Governing Law. This Plan and each Award Agreement and all claims or causes of action or other matters (whether in contract, tort
or otherwise) that may be based upon, arise out of or relate to this Plan or any Award Agreement or the negotiation, execution or performance of this Plan or any Award Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, excluding any conflict- or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. 

14.15 Effective Date. The Plan shall be effective as of the date of adoption by the Board, which date is set forth below (the
“Effective Date”). 

*            *           
 * 
 This Plan was duly adopted and approved by the Board of Directors of the Company on the 27th day of April, 2012 and amended and
restated on the 28th day of March, 2013 and the 8th day of May 2013. 

  
 16 








 APPENDIX I 

CANADIAN RESIDENT EMPLOYEES 
  

	1.	This Appendix I shall apply to all Participants who are Canadian Resident Employees (as defined below). In the event that a Participant becomes a Canadian Resident Employee subsequent to the grant of an Award under the
Plan, then, pursuant to Section 12.2 of the Plan, such Award shall immediately and automatically be amended in a manner consistent with this Schedule unless otherwise determined by the Committee. 


 

	2.	In this Schedule, the following terms shall have the meanings set forth below: 

 ITA
means the Income Tax Act (Canada) as it may be amended from time to time and all regulations, interpretations and administrative guidance issued thereunder; and 

Canadian Resident Employee means an Employee who is a resident in Canada for purposes of the ITA and any applicable income tax treaty or
convention. 
  

	3.	Section 5.1 shall be amended to delete the words “tendered to or”. 

  

	4.	Section 6.5 shall be deleted in its entirety and replaced with the following paragraph: 


“Method of Exercise. Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable. For purposes of this Article 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date
full payment is received by the Company pursuant to clause (a), (b), (c) or (d) of the following sentence (including the applicable tax withholding pursuant to Section 14.3 of the Plan). The aggregate Option Price for the
Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant: (a) in cash or its equivalent (e.g., by cashier’s check); (b) prior to an IPO, to the extent
permitted by the Committee, in its sole discretion, by having the Company refrain from issuing that number of shares that would otherwise be issued to the Participant upon exercise of the Option having a Fair Market Value equal to the aggregate
Option Price for the Shares being purchased; or (c) following an IPO or in connection with a Change of Control transaction, pursuant to clause (b) of this Section 6.5, at the election of the Participant, or through the delivery
of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The
Committee may authorize any additional method of payment that it determines, in its sole discretion, to be consistent with applicable law and the purpose of the Plan.” 
  

	5.	The second sentence of Section 14.3 shall be deleted and replaced with the following sentence: 


“The Participant may elect, subject to the approval of the Committee, in its sole discretion, to satisfy the withholding requirement, in
whole or in part, by having the 







 
Company refrain from issuing that number of shares that would otherwise be issued to the Participant upon exercise of an Option having a Fair Market Value equal to the minimum statutory total tax
that could be imposed in connection with such exercise.” 

  
 2