EX-10.25



 Exhibit 10.25 

FORM OF 
 COMMERCIAL
CREDIT, INC. 
  
  

2015 STOCK INCENTIVE PLAN 
  

 
 Adopted as of
February 25, 2015 
  
  







 COMMERCIAL CREDIT, INC. 

 
  

2015 STOCK INCENTIVE PLAN 
  

 
 ARTICLE I

 PURPOSE 
 The
purpose of the Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors incentive awards to attract, retain and
reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. Awards granted under the Plan may be made in compliance with the requirements of Section 162(m) of the Code to the
extent determined by the Committee in its sole discretion. 
 ARTICLE II 

DEFINITIONS 
 For purposes
of the Plan, the following terms shall have the following meanings: 
 2.1 “Affiliate” means each of the
following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) that is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company; (d) any corporation, trade or business (including, without limitation, a partnership or limited liability company) that directly or indirectly
controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and that
is designated as an “Affiliate” by resolution of the Committee; provided, however, that if the Common Stock subject to any Award does not constitute “service recipient stock” for purposes of Section 409A of the
Code, the Company intends that such award shall be designed to comply with Section 409A of the Code. 
 2.2
“Award Agreement” means a written agreement issued evidencing the term and conditions of an Award. All Awards shall be subject to the terms of a written or electronic Award Agreement executed by the Company and the
Participant. Any reference herein to an Award Agreement in writing shall be deemed to include an electronic writing to the extent permitted by applicable law. 

2.3 “Appreciation Award” means any Award under this Plan of any Stock Option, Stock Appreciation Right, or
Other Stock-Based Award the value of which is based solely on an increase in the value of one or more shares of Common Stock after the date of grant of such Award. 







 2.4 “Award” means any award under the Plan of any Stock Option,
Restricted Stock or Other Stock-Based Award. 
 2.5 “Authorized Shares” has the meaning set forth in Section 4.1.

 2.6 “Authorized Shares Determination Date” has the meaning set forth in Section 4.1. 

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

2.8 “Cause” means with respect to a Participant’s Termination of Employment or Termination of Consultancy from
and after the date hereof, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the
time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination of a Participant due to any of the following,: (i) the Participant’s fraud, dishonesty,
embezzlement or misappropriation with respect to the business of the Company, (ii) the Participant’s deliberate breach of any material terms of this Agreement, (iii) the Participant’s willful malfeasance or misfeasance or breach
of fiduciary duties to the Company, (iv) the Participant’s failure to follow any specific lawful instructions of the Board (or one or more officers of the Company designated by the Board), (v) conviction of the Participant of a
felony, (vi) conviction of the Participant of a misdemeanor which involves moral turpitude or which has an adverse effect on the Company, or its respective business, reputation or interests, (vii) alcohol or other substance abuse by the
Participant that impairs the ability of the Participant to perform his responsibilities hereunder, or (viii) willful or negligent misconduct of the Participant which has an adverse effect on the Company, or its respective business, reputation
or interests, in each case, as determined in good faith but in the sole discretion of the Committee; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant of the Award or an Award Agreement that defines “cause” (or words of like import), “cause” as defined under such agreement; provided,
however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place
and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

 2.9 “Change in Control” means, unless otherwise determined by the Committee in the applicable Award agreement,
the occurrence of any of the following: 
 (a) the consummation of a transaction, approved by the stockholders of the Company, to merge the
Company with or into or consolidate the Company with another entity or sell or otherwise dispose of all or substantially all of its assets, or the stockholders of the Company adopt a plan of liquidation, provided, however, that a Change in Control
shall not be deemed to have occurred by reason of a transaction, or a substantially concurrent or otherwise related series of transactions, upon the completion of which 50% or more of the beneficial ownership of the voting power of the Company, the
surviving corporation or corporation directly 

  
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or indirectly controlling the Company or the surviving corporation, as the case may be, is held by the same persons (although not necessarily in the same proportion) as held the beneficial
ownership of the voting power of the Company immediately prior to the transaction or the substantially concurrent or otherwise related series of transactions, except that upon the completion thereof, employees or employee benefit plans of the
Company may be a new holder of such beneficial ownership; or 
 (b) the “beneficial ownership” (as defined in Rule 13d-3 under the
Exchange Act) of securities representing 50% or more of the combined voting power of the Company is acquired, other than from the Company, by any “person” as defined in Sections 13(d) and 14(d) of the Exchange Act (other than any
trustee or other fiduciary holding securities under an employee benefit or other similar equity plan of the Company); or 
 (c) at any time
during any period of two consecutive years, individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the
Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors still in office at the time of such election or nomination who were directors at the beginning of such period). 

2.10 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also
be a reference to any successor provision and any Treasury Regulation promulgated thereunder. 
 2.11 “Committee”
means (a) prior to the first anniversary of the Registration Date, the Board, or a committee or subcommittee of the Board appointed from time to time by the Board, or (b) following the first anniversary of the Registration Date, a
committee or subcommittee of the Board appointed from time to time by the Board, which committee or subcommittee shall consist of two or more non-employee directors, each of whom is intended to be, (i) to the extent required by Rule 16b-3
promulgated under Section 16(b) of the Exchange Act, a “non-employee director” as defined in Rule 16b-3; (ii) to the extent required Section 162(m) of the Code, an “outside director” as defined in
Section 162(m) of the Code; and (iii) an “independent director” as defined under Section 303A.02 of the NYSE Listed Company Manual or such other applicable stock exchange rules. To the extent that no Committee exists that
has the authority to administer this Plan, the functions of the Committee shall be exercised by the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance
shall not affect the validity of Awards, grants, interpretations or other actions of the Committee. Notwithstanding the foregoing, if and to the extent that no Committee exists that has the authority to administer the Plan, the functions of the
Committee shall be exercised by the Board and all references herein to the Committee shall be deemed references to the Board. 
 2.12
“Common Stock” means the common stock of the Company, $0.00001 par value per share. 
 2.13
“Company” means Commercial Credit, Inc., a Delaware corporation, and its successors by operation of law. 

  
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 2.14 “Consultant” means any Person who provides bona fide consulting or
advisory services to the Company or its Affiliates, provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not, directly or indirectly, promote or maintain a market for the
Company’s or its Affiliates’ securities. 
 2.15 “Disability” means 

(a) in the case of a Participant whose employment with the Company or any of its subsidiaries and affiliates is subject to the terms of an
employment agreement between such Participant and the Company or such subsidiary or affiliate, which employment agreement includes a definition of “Disability,” the definition of such term set forth in such employment agreement; or 

(b) in the case of an Award subject to Section 409A of the Code which provides for payment or distribution upon the Participant’s
Disability, “Disability” shall be defined in accordance with Section 409A of the Code. 
 (c) in all other cases, a physical
or mental infirmity which impairs the Participant’s ability to perform substantially his or her duties for a period of 120 days consecutive during any 360 day period, with or without accommodation. 

2.16 “Effective Date” means the effective date of the Plan as defined in Article XVII. 

2.17 “Eligible Employee” means each employee of the Company or an Affiliate. 

2.18 “Exchange Act” means the Securities Exchange Act of 1934 (of the United States), as amended, and all rules and
regulations promulgated thereunder. Any references to any section of the Exchange Act shall also be a reference to any successor provision. 

2.19 “Fair Market Value” of a share of Common Stock shall mean, as of any date, the value determined in accordance
with the following rules: (i) if the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the closing price per share of Common Stock on the principal exchange on which the Common
Stock is then listed or admitted to trading on the last trading day preceding the date on which Fair Market Value is to be determined or, if no such sale is reported on that date, on the last preceding date on which a sale was so reported;
(ii) if the Common Stock is not at the time listed or admitted to trading on a stock exchange, the Fair Market Value shall be the closing average of the closing bid and asked price of a share of Common Stock on the date in question in the
over-the-counter market, as such price is reported in a publication of general circulation selected by the Committee and regularly reporting the market price of Common Stock in such market; or (iii) if the Common Stock is not listed or admitted
to trading on any stock exchange or traded in the over-the-counter market, the Fair Market Value shall be as determined by the Committee in good faith. For purposes of determining the Fair Market Value of Common Stock that is sold pursuant to a
cashless exercise program, Fair Market Value shall be the price at which such Common Stock is sold. Notwithstanding anything herein to the contrary, for purposes of Stock Options that are granted effective on the Registration Date, if any, the Fair
Market Value shall equal the initial public offering price of the Common Stock. 

  
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 2.20 “Family Member” means “family member” as defined in Rule
701 under the Securities Act or, following the filing of a Form S-8 pursuant to the Securities Act with respect to the Plan, as defined in Section A.1.(5) of the general instructions of Form S-8, as may be amended from time to time. 

2.21 “Full Value Award” means an Award of one or more shares of Common Stock or a right to receive one more shares of
Common Stock in the future (including Restricted Stock and Performance Shares) other than (i) an Option, (ii) a Stock Appreciation Right, or (iii) an Other Stock-Based Award, the value of which is based solely on an increase in the
value of Common Stock after the date of grant of such Award. 
 2.22 “Incentive Stock Option” means any Stock Option
awarded to an Eligible Employee of the Company, its Subsidiaries or its Parent (if any) under the Plan intended to be, and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code. 

2.23 “Individual Target Award” has the meaning set forth in Section 12.1. 

2.24 “Initial Public Offering” has the meaning set forth in Section 4.1. 

2.25 “IPO” has the meaning set forth in Section 4.1. 

2.26 “IPO Date” has the meaning set forth in Section 4.1. 

2.27 “Non-Employee Director” means a director of the Company who is not an active employee of the Company or an
Affiliate. 
 2.28 “Non-Qualified Stock Option” means any Stock Option awarded under the Plan that is not an
Incentive Stock Option. 
 2.29 “Stock Option Agreement” means an Award Agreement issued pursuant to
Section 6.3 of the Plan evidencing the terms and conditions of a Stock Option awarded under the Plan. 
 2.30 “Other
Stock-Based Award” means an Award of Common Stock and other awards (including awards of cash) made pursuant to Article X that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock.

 2.31 “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

 2.32 “Participant” means an Eligible Employee, Consultant or Non-Employee Director to whom an Award has been
granted pursuant to the Plan. 
 2.33 “Performance-Based Cash Award” means a cash Award under Article XI of
this Plan that is payable or otherwise based on the attainment of certain pre-established performance criteria during a Performance Period. 

  
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 2.34 “Performance Period” means each fiscal year of the Company or such
period (as specified by the Committee) over which the performance of any performance criteria (including, the Performance Goals specified in Exhibit A attached hereto) is to be measured. 

2.35 “Performance Share” means an Award made pursuant to Article X of this Plan of the right to receive Common
Stock or cash of an equivalent value at the end of a specified Performance Period. 
 2.36 “Permissible Transferee”
means any Family Member. 
 2.37 “Person” means any individual, corporation, partnership, limited liability company,
firm, joint venture, association, joint-stock company, trust, incorporated organization, governmental or regulatory or other entity. 
 2.38
“Plan” means this Commercial Credit, Inc. 2015 Stock Incentive Plan, as amended from time to time. 
 2.39
“Registration Date” means the first date on or after the Effective Date (a) on which the Company sells its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the
Securities Act or (b) any class of common equity securities of the Company is required to be registered under Section 12 of the Exchange Act. 

2.40 “Restricted Stock” means an Award of shares of Common Stock issued under the Plan that is subject to restrictions
pursuant to Article IX. 
 2.41 “Restriction Period” has the meaning set forth in Section 9.3. 

2.42 “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor
provision. 
 2.43 “SAR” means a Stock Appreciation Right. 

2.44 “Section 4.2 Event” has the meaning set forth in Section 4.2(b). 

2.45 “Securities Act” means the Securities Act of 1933 (of the United States), as amended, and all rules and
regulations promulgated thereunder. Any reference to any section of the Securities Act shall also be a reference to any successor provision. 

2.46 “Section 162(m) of the Code” means the exception for performance-based compensation under Section 162(m) of
the Code and any applicable Treasury regulations thereunder. 
 2.47 “Section 409A of the Code” means the
nonqualified deferred compensation rules under Section 409A of the Code and any applicable Treasury regulations thereunder. 
 2.48
“Stock Appreciation Right” or “SAR” means the right pursuant to an Award granted under Article VII. A Stock Appreciation Right shall mean the right to receive a number of shares of Common Stock
equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option. 

  
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 2.49 “Stock Option” or “Option” means any option
to purchase shares of Common Stock granted to Eligible Employees, Non-Employee Directors or Consultants pursuant to Article VI. 

2.50 “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the
Code. 
 2.51 “Substitute Award” means an Award granted or shares of Common Stock issued by the Company in
assumption, of or in substitution or exchange for, an award previously granted, or the right or obligation to make a future award, in all cases by a company acquired by the Company of any Affiliate or with which the Company or any Affiliate
combines. In no event shall the issuance of a Substitute Award change the terms of such previously granted awards such that the change, if applied to an Award granted under this Plan, would be result in a repricing of the Award in violation of
Section 8.1. 
 2.52 “Ten Percent Stockholder” means a person owning stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent. 
 2.53 “Termination”
means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable. 
 2.54 “Termination
of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity that is retaining a Participant as a Consultant ceases to be an Affiliate unless the
Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the
termination of his or her consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or
a Non-Employee Director. Notwithstanding the foregoing, the Committee may, in its sole discretion, otherwise define Termination of Consultancy in the Award agreement or, if no rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter. 
 2.55 “Termination of Directorship” means that the Non-Employee Director has ceased to be
a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination
of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be. 
 2.56
“Termination of Employment” means: 
 (a) in the case where there is no employment agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate and the 

  
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Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “termination of employment” (or words of like import)), (i) a
termination of employment (for reasons other than a military or approved personal leave of absence) of a Participant from the Company and its Affiliates; or (ii) when an entity that is employing a Participant ceases to be an Affiliate, unless
the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the
termination of his or her employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a
Consultant or a Non-Employee Director; 
 (b) in the case where there is an employment agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award or an Award Agreement that defines “termination of employment” (or words of like import), “termination of employment” as defined under such employment agreement;
or 
 (c) Notwithstanding the foregoing, the Committee may, in its sole discretion, otherwise define Termination of Employment in the Award
agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter. 
 2.57
“Total Number of Shares Outstanding” has the meaning set forth in Section 4.1. 
 2.58
“Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in a Person), whether for value or
no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance
of equity in a Person) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferrable” shall have a correlative meaning. 

2.59 “Transition Period” means the “reliance period” under Treasury Regulation Section 1.162-27(f)(2),
which ends on the earliest to occur of the following: (i) the date of the first annual meeting of stockholders of the Company at which directors are to be elected that occurs after December 31, 2018 or, if the Registration Date does not
occur in 2015, the date of the first annual meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; (ii) the date the
Plan is materially amended for purposes of Treasury Regulation Section 1.162-27(h)(1)(iii); or (iii) the date all shares of Common Stock available for issuance under this Plan have been allocated. 

  
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 ARTICLE III 

ADMINISTRATION 
 3.1
“The Committee”. The Plan shall be administered and interpreted by the Committee. 
 3.2 “Grants of
Awards and Administration”. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Employees, Consultants and Non-Employee Directors: (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock, (iv) Performance Shares, (v) Other Stock-Based Awards, and (vi) Performance Based Cash Awards. In particular, the Committee shall have the authority: 

(a) to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted hereunder; 

(b) to determine whether and to what extent Awards are to be granted hereunder to one or more Eligible Employees, Consultants or Non-Employee
Directors; 
 (c) to determine, in accordance with the terms of the Plan, the number of shares of Common Stock to be covered by each Award
granted hereunder; 
 (d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder
(including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common
Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion); 
 (e) to determine
whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.3(d); 

(f) to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option; 

(g) to determine whether to require an Eligible Employee, Non-Employee Director or Consultant, as a condition of the granting of any Award,
not to sell or otherwise dispose of shares of Common Stock acquired pursuant to an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the Award; 

(h) to set the performance criteria and the Performance Period with respect to any Award for which the grant, vesting or payment of such Award
is conditioned upon the attainment of specified performance criteria and to certify the attainment of any such performance criteria; provided, that with regard to any Award that is intended to comply with Section 162(m) of the Code, the
applicable performance criteria shall be based on one or more of the Performance Goals set forth in Exhibit A hereto; 

  
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 (i) to determine whether, to what extent and under what circumstances grants of Options and other
Awards under this Plan are to operate in conjunction with or apart from other awards made by the Company outside of this Plan; and 
 (j)
generally, to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan. 

3.3 “Guidelines”. The Committee shall, in its sole discretion, have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan and perform all acts, as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award granted under the Plan (and any
Award Agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may, in its sole discretion, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement
relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may, in its sole discretion, adopt special guidelines, provisions, and sub-plans for persons who are residing in
or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws and may impose any limitations and restrictions that it deems necessary to comply with the applicable tax and
securities laws of such domestic or foreign jurisdictions. To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3 and, with respect to Awards intended to be “performance-based,” is intended
to rely on the Transition Period and, following the Transition Period, to comply the applicable provisions of Section 162(m) of the Code and this Plan shall be limited, construed and interpreted in a manner so as to comply therewith. 

3.4 “Decisions Final”. Any decision, interpretation or other action made or taken in good faith by or at the direction
of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the
Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns. 
 3.5
“Procedures”. If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as
it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall
be made by a majority of its members. Any decision or determination reduced to writing and signed by all the Committee members in accordance with the By-Laws of the Company, shall be as fully effective as if it had been made by a vote at a meeting
duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable. 

3.6 “Designation of Consultants/Liability”. (a) The Committee may, in its sole discretion and to the extent
permitted by applicable law and applicable exchange rules, may allocate all or any portion of its responsibilities and powers to any one or more of its members, 

  
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may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan, and may grant authority to officers to execute Award Agreements or
other documents on behalf of the Committee; provided, that with regard to any provision of this Plan or any Award Agreement relating thereto that is intended to comply with Section 162(m) of the Code, any such action by the Committee and
such actions described in Section 3.6(b) shall be permitted only to the extent such action is taken during the Transition Period or, following the Transition Period, would be permitted under Section 162(m) of the Code. The Committee may
revoke any such allocation, designation, or authority at any time. 
 (b) To the extent permitted by applicable law, the Board may delegate
to one or more executive officers of the Company the power to make Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of shares subject to Awards and the maximum
number of shares for any one Participant to be made by such executive officers. The Committee may revoke any such delegation at any time. 

(c) The Committee may, in its sole discretion, employ such legal counsel, consultants and agents as it may deem desirable for the
administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such
counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to this Section 3.6 shall not be liable for any action or determination made in good faith with respect to the Plan.
To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted
under it. 
 3.7 “Indemnification”. To the maximum extent permitted by applicable law and the Certificate of
Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be
indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee),
and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such
officer’s, employee’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the employees, officers, directors or members or former officers, directors or
members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an
individual with regard to Awards granted to him or her under the Plan. 

  
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 ARTICLE IV 

SHARE LIMITATIONS 
 4.1
“Shares” 
 (a) General Limitations. The aggregate number of shares of Common Stock that may be issued or used for
reference purposes or with respect to which Awards may be granted under this Plan (the “Authorized Shares”) shall not exceed the number of shares (subject to any increase or decrease pursuant to Section 4.2), which may be
either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both, determined in accordance with the following formula: 

Number of Authorized Shares equals the product of (A x B), rounded down to the nearest whole number of shares. For purposes of the foregoing
formula: 
 A = Ten Percent (10%) 

B = The Total Number of Outstanding Shares on the Authorized Shares Determination Date 

“Authorized Shares Determination Date” means the earlier of the closing date for the shares of Common Stock to be issued as a result
of the exercise of the full overallotment option by the underwriters in the Initial Public Offering or the date that is the 35th date following the IPO Date; provided however, that if the Common
Stock is not traded on such date, the “Authorized Shares Determination Date” means the next following date on which the Common Stock is traded. 

“IPO Date” means the date of the underwriting agreement relating to the Initial Public Offering. 

“Initial Public Offering” means the initial underwritten public offering of any shares of the Common Stock of the pursuant to an
effective registration statement (other than a registration statement filed in connection with an employee benefit plan or business combination transaction or a registration statement on Form S-4 or Form S-8 under the Securities Act or any similar
or successor form thereto) filed under the Securities Act. 
 “Total Number of Shares Outstanding” means the aggregate number of
shares of Common Stock issued and outstanding as of the Authorized Shares Determination Date, determined on a fully-diluted basis. 
 Except as otherwise
provided herein, any shares of Common Stock subject to an outstanding Award under the Plan which, for any reason is forfeited, expires or is terminated without issuance of shares of Common Stock (including Awards that are settled in cash) or is
tendered or withheld as to any shares in payment of the exercise price of a Stock Option, or the taxes payable with respect to the exercise or vesting of the Award, then such unpurchased, forfeited, tendered or withheld shares shall thereafter be
available for further grants under the Plan. Substitute 

  
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Awards shall not reduce the number of shares of Common Stock that may be issued under the Plan or that may be covered by Awards granted to any one Participant during any period pursuant to
Section 4.1(b)(i) or Section 4.1(b)(ii). The maximum aggregate number of shares of Common Stock which may be granted to Eligible Employees as incentive stock options under the Plan is 50,000 shares. 

(b) Individual Participation Limitations. 

(i) The maximum number of shares of Common Stock subject to all types of Awards which may be granted under this Plan during any fiscal year
of the Company to each Eligible Employee or Consultant, including with respect to Awards for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of performance criteria in accordance with
Section 9.3(b) herein, shall not exceed the lesser of (i) 25% of the total aggregate number of shares available for awards under the Plan, or (ii) the number of shares of Common Stock having an aggregate Fair Market Value of
$10,000,000, determined for a fiscal year of the Company on the first day of such fiscal year (in each case, which shall be subject to any further increase or decrease pursuant to Section 4.2). 

(ii) The maximum number of shares of Common Stock subject to all types of Awards which may be granted under this Plan during any fiscal year
of the Company to each Non-Employee Director with respect to any fiscal year of the Company shall not exceed the lesser of (i) 25% of the total aggregate number of shares available for awards under the Plan, or (ii) the number of shares of
Common Stock having an aggregate Fair Market Value of $10,000,000, determined for a fiscal year of the Company on the first day of such fiscal year (in each case, which shall be subject to any further increase or decrease pursuant to
Section 4.2). 
 (iii) The maximum value at grant of Performance Shares denominated in dollars for any Performance Period which
may be granted under this Plan during any fiscal year of the Company to each Eligible Employee or Consultant shall be $10,000,000. Each Performance Share shall be referenced to one share of Common Stock and shall be charged against the available
shares under this Plan at the time the unit value measurement is converted to a referenced number of shares of Common Stock in accordance with Section 10.1. 

(c) The individual Participation limitation for Performance Cash Awards is set forth in Section 12.2(f) of this Plan. 

4.2 “Changes”. 

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders
of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate,
(iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the
assets or business of the Company or any Affiliate, (vi) any Section 4.2 Event or (vii) any other corporate act or proceeding. 

  
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 (b) In the event of any change in the capital structure or business of the Company by reason of
any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any
Common Stock or securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without
receipt of consideration by the Company (a “Section 4.2 Event”) then the Committee shall make such adjustments consistent with such change in such manner as the Committee deems equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for, Participants under this Plan, to (i) the aggregate number and kind of shares that thereafter may be issued under the Plan, (ii) the number and kind of shares or other property
(including cash) to be issued upon exercise of an outstanding Award or under other Awards granted under the Plan, and (iii) the purchase price thereof, and/or the individual Participant limits set forth in Section 4.1(b) (other than
those based on cash limitations). Any such adjustment determined by the Committee in good faith shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and assigns.
In connection with any Section 4.2 Event, the Committee may provide, in its sole discretion, for the cancellation of any outstanding Awards and payment in cash or other property in exchange therefor. Except as provided in this
Section 4.2 or in the applicable Award Agreement, a Participant shall have no rights by reason of any issuance by the Company of any class of securities convertible into stock of any class, any subdivision or consolidation of shares of
stock of any class, the payment of any stock dividend, any other increase or decrease in the number of shares of stock of any class, any sale or transfer of all or part of the Company’s assets or business or any other change affecting the
Company’s capital structure or business. 
 (c) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to
Section 4.2(a) or (b) shall be eliminated at the time of such adjustment by rounding-down for any fractional shares. No fractional shares of Common Stock shall be issued under the Plan. Notice of any adjustment shall be given by the
Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan. 

4.3 “Minimum Purchase Price”. Notwithstanding any provision of the Plan to the contrary, if authorized but previously
unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law. 

ARTICLE V 
 ELIGIBILITY
AND GENERAL REQUIREMENTS FOR AWARDS 
 5.1 “General Eligibility”. All Eligible Employees, Non-Employee Directors
and Consultants and prospective Eligible Employees, Consultants and Non-Employee Directors are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its sole
discretion. Notwithstanding anything herein to the contrary, no Award under which a Participant may receive shares of Common Stock 

  
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may be granted under this Plan to an Eligible Employee, Consultant or Non-Employee Director of any Affiliate if such shares of Common Stock do not constitute “service recipient stock”
for purposes of Section 409A of the Code with respect to such Eligible Employee, Consultant or Non-Employee Director unless such Award is exempt from or complies with the requirements of Section 409A of the Code. 

5.2 “Incentive Stock Options”. Notwithstanding anything herein to the contrary, only Eligible Employees of the
Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in
its sole discretion. 
 5.3 “General Requirement”. The grant, vesting and exercise of Awards granted to a
prospective Eligible Employee, Consultant or Non-Employee Director are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, provided that no Award may be granted to a prospective Eligible
Employee, Consultant or Non-Employee Director unless the Company determines that the Award will comply with applicable laws, including the securities laws of all relevant jurisdictions. 

ARTICLE VI 
 STOCK
OPTIONS 
 6.1 “Stock Options”. Stock Options may be granted alone or in addition to other Awards granted under
the Plan. Each Stock Option granted under the Plan shall be one of two types: (a) an Incentive Stock Option; or (b) a Non-Qualified Stock Option. 

6.2 “Grants”. The Committee shall, in its sole discretion, have the authority to grant to any Eligible Employee
(subject to Section 5.2) Incentive Stock Options, Non-Qualified Stock Options or both types of Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the
time or manner of its exercise or otherwise), such Stock Option or the portion thereof that does not qualify, shall constitute a separate Non-Qualified Stock Option. The Committee shall, in its sole discretion, have the authority to grant any
Consultant or Non-Employee Director one or more Non-Qualified Stock Options. 
 6.3 “Terms of Stock Options”. Stock
Options granted under the Plan shall be subject to the following terms and conditions, and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee, in its sole discretion,
shall deem desirable: 
 (a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be
determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market
Value of the Common Stock at the time of grant. 

  
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 (b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee;
provided, that (i) no Stock Option shall be exercisable more than 10 years after the date such Stock Option is granted; and (ii) the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years. 

(c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be
determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in
installments or within certain time periods or upon the attainment of certain financial results or other criteria), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without
limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. 

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above,
to the extent vested, a Stock Option may be exercised in whole or in part at any time and from time to time during the Stock Option term by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be
acquired. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by certified check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by
applicable law, if the Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the National Association of Securities Dealers, through a procedure whereby the Participant delivers irrevocable
instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price, to the extent authorized by the Committee; or (iii) on such other terms and conditions as may be
acceptable to the Committee (including, without limitation, the relinquishment of Stock Options or by payment in full or in part in the form of Common Stock owned by the Participant and for which the Participant has good title free and clear of any
liens and encumbrances) based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee, in its sole discretion. No shares of Common Stock shall be issued until payment therefor, as provided herein, has been
made or provided for. 
 (e) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of
the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary
or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all times from the time an Incentive Stock
Option is granted until three months prior to the date of exercise thereof (or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the Plan not be necessary in
order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may, in its sole discretion, amend the Plan accordingly, without the necessity of obtaining the approval of the
stockholders of the Company. 

  
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 (f) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and
conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of Option Agreement as is approved by the Committee, and the Committee may, in its sole discretion, (i) modify, extend or renew outstanding Stock
Options granted under the Plan (provided that (x) the rights of a Participant are not reduced or adversely affected without his or her consent and (y) such action does not subject the Stock Options to Section 409A of the Code), and
(ii) accept the surrender of outstanding Stock Options (up to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding anything
herein to the contrary, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with
Section 4.2), unless such action is approved by the stockholders of the Company. 
 (g) Early Exercise. The Committee may
provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option
prior to the full vesting of the Stock Option and such shares shall be subject to certain restrictions as determined by the Committee and be treated as Restricted Stock. Any unvested shares of Common Stock so purchased may be subject to a repurchase
option in favor of the Company or to any other restriction the Committee determines to be appropriate. 
 (h) Non-Transferability

 (i) Except as otherwise specifically provided herein, no Stock Option shall be Transferable by the Participant otherwise than by will or
by the laws of descent and distribution. All Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. 

(ii) Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a
Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section 6.3(h) is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee.
A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject
to the terms of the Plan and the Option Agreement. Any shares of Common Stock acquired upon the exercise of a Stock Option by a Permissible Transferee of a Stock Option or a Permissible Transferee pursuant to a Transfer after the exercise of
the Stock Option shall be subject to the terms of the Plan and the Option Agreement. 
 (iii) Other Terms and Conditions. Stock
Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall, in its sole discretion, deem appropriate. 

  
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 6.4 “Termination of Employment, Consultancy, or Directorship.” 

(a) Termination by Death, Disability or Retirement. Unless otherwise determined by the Committee at the time of grant, or if no rights
of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death, Disability or Retirement, all Stock Options that are held by such Participant that are vested and exercisable at the time of the
Participant’s Termination may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant’s estate) at any time within a period of one year from the date of such Termination, but in no event
beyond the expiration of the stated term of such Stock Options; provided, however, that in the case of Retirement, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be
exercisable, to the extent to which they were exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options. 

(b) Involuntary Termination Without Cause or for Good Reason. Unless otherwise determined by the Committee at the time of grant, or if
no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary Termination by the Company without Cause or by the Participant for Good Reason, all Stock Options that are held by such Participant that are
vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such
Stock Options. 
 (c) Voluntary Termination. Unless otherwise determined by the Committee at the time of grant, or if no rights of
the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary Termination described in Section 6.5(d)(y) below), all Stock Options that are held by such Participant that are vested and
exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 30 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock
Options. 
 (d) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the
Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.5(c)) after the occurrence of an event that would be grounds for a Termination for
Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination. 

(e) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are
reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination. 

  
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 ARTICLE VII 

STOCK APPRECIATION RIGHTS 

7.1 Stock Appreciation Rights. Stock Appreciation Rights may be granted under the Plan. Any such Stock
Appreciation Rights granted shall be granted without reference to any Stock Options granted under the Plan. 
 7.2 Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of this Plan, as shall be determined from time to time
by the Committee in its sole discretion, and the following: 
 (a) Exercise Price. The exercise price per share of Common
Stock subject to a Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock
at the time of grant. 
 (b) Term. The term of each Stock Appreciation Right shall be fixed by the Committee; provided that no Stock
Appreciation Right shall be exercisable more than ten (10) years after the date the right is granted. 
 (c) Exercisability.
Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its discretion, that any such right is exercisable subject
to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part
(including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. 

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (b) above,
Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award agreement, by giving written notice of exercise to the Company specifying the number of Stock Appreciation Rights to be exercised.

 (e) Payment. Upon the exercise of a Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised,
up to, but no more than, a number of shares of Common Stock equal in value to the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised over the Fair Market Value of one share of Common Stock on the date the
right was awarded to the Participant. 
 (f) Non-Transferability. No Stock Appreciation Rights shall be Transferable by the
Participant otherwise than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant. 

  
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 7.3 “Termination of Employment, Consultancy, or Directorship.” 

(a) Termination by Death, Disability or Retirement. Unless otherwise determined by the Committee at the time of grant, or if no rights
of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death, Disability or Retirement, all Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the time of the
Participant’s Termination may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant’s estate) at any time within a period of one year from the date of such Termination, but in no event
beyond the expiration of the stated term of such Stock Appreciation Rights; provided, however, that in the case of Retirement, if the Participant dies within such exercise period, all unexercised Stock Appreciation Rights held by such Participant
shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Appreciation Rights.

 (b) Involuntary Termination Without Cause or for Good Reason. Unless otherwise determined by the Committee at the time of grant,
or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary Termination by the Company without Cause or by the Participant for Good Reason, all Stock Appreciation Rights that are held by such
Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the
stated term of such Stock Appreciation Rights. 
 (c) Voluntary Termination. Unless otherwise determined by the Committee at the time
of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary Termination described in Section 7.5(d)(y) below), all Stock Appreciation Rights that are held by
such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 30 days from the date of such Termination, but in no event beyond the expiration of
the stated term of such Stock Appreciation Rights. 
 (d) Termination for Cause. Unless otherwise determined by the Committee at the
time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 7.5(c)) after the occurrence of an event that
would be grounds for a Termination for Cause, all Stock Appreciation Rights, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination. 

(e) Unvested Stock Appreciation Rights. Unless otherwise determined by the Committee at the time of grant, or if no rights of the
Participant are reduced, thereafter, Stock Appreciation Rights that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination. 

  
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 ARTICLE VIII 

ADDITIONAL PROVISIONS FOR STOCK OPTIONS AND SARS 

8.1 “No Repricing”. Except for either adjustments pursuant to subsection 4.2 of the Plan (relating to the adjustment
of shares), or reductions of the exercise price approved by the Company’s stockholders, the exercise price for any outstanding Stock Option or SAR may not be decreased after the date of grant nor may an outstanding Stock Option or SAR granted
under the Plan be surrendered to the Company as consideration for the grant of a replacement Stock Option or SAR with a lower exercise price. Except as approved by the Company’s stockholders, in no event shall any Stock Option or SAR granted
under the Plan be surrendered to the Company in consideration for a cash payment if, at the time of such surrender, the exercise price of the Stock Option or SAR is greater than the then current Fair Market Value of a share of Common Stock.
In addition, no repricing of a Stock Option shall be permitted without the approval of the Company’s stockholders if such approval is required under the rules of any stock exchange on which the Common Stock is listed. 

8.2 “Tandem Common Stock Options and SARs”. A Stock Option may but need not be in tandem with an SAR, and an
SAR may but need not be in tandem with a Stock Option (in either case, regardless of whether the original award was granted under this Plan or another plan or arrangement). If a Stock Option is in tandem with an SAR, the
exercise price of both the Stock Option and SAR shall be the same, and the exercise of the Stock Option or SAR with respect to a share of Common Stock shall cancel the corresponding tandem SAR or Stock Option right with respect to such
share. If an SAR is in tandem with a Stock Option but is granted after the grant of the Stock Option, or if a Stock Option is in tandem with an SAR but is granted after the grant of the SAR, the later granted tandem Award shall
have the same exercise price as the earlier granted Award, but the exercise price for the later granted Award may not be less than the Fair Market Value of the Common Stock at the time of such grant. 

ARTICLE IX 
 RESTRICTED
STOCK 
 9.1 “Awards of Restricted Stock”. Restricted Stock may be issued either alone or in addition to
other Awards granted under the Plan. The Committee shall, in its sole discretion, determine the Eligible Employees, Consultants and Non-Employee Directors to whom, and the time or times within which, grants of Restricted Stock will be made,
the number of shares to be awarded, the purchase price (if any) to be paid by the Participant (subject to Section 9.2), the time or times at which such Awards may be subject to forfeiture (if any), the vesting schedule (if any) and
rights to acceleration thereof, and all other terms and conditions of the Awards. 
 The Committee may condition the grant or vesting of
Restricted Stock upon the attainment of specified performance criteria (including, the Performance Goals specified in Exhibit A attached hereto) or such other factors as the Committee may determine, in its sole discretion, including to comply
with the requirements of Section 162(m) of the Code. 

  
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 9.2 “Awards and Certificates”. An Eligible Employee, Consultant
and Non-Employee Director selected to receive Restricted Stock shall not have any rights with respect to such Award, unless and until such Participant has delivered a fully executed copy of the Award agreement evidencing the Award to the Company and
has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions: 

(a) Purchase Price. The purchase price (if any) of Restricted Stock shall be determined by the Committee, but shall not be less than as
permitted under applicable law. 
 (b) Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such
shorter period as the Committee may specify at grant) after the grant date, by executing an Award agreement and by paying whatever price (if any) the Committee has designated thereunder and all applicable withholding taxes due upon the granting and
acceptance of the Award (if any) in accordance with the provisions of Section 16.4. 
 (c) Legend. Each Participant receiving
Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted Stock. Such
certificate shall, in addition to such legends required by applicable securities laws, be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form: 
 “The anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Commercial Credit, Inc. (the “Company”) 2015 Stock Incentive Plan (as the same may be amended or
supplemented from time to time), and an Award agreement entered into between the registered owner and the Company dated. Copies of such Plan and Award agreement are on file at the principal office of the Company.” 

(d) Custody. The Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Common Stock covered by such Award. 

9.3 Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Plan shall be subject to the following
restrictions and conditions: 
 (a) Restriction Period. (i) The Participant shall not be permitted to Transfer shares of
Restricted Stock awarded under this Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award agreement and such agreement
shall set forth a vesting schedule and any events which would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of performance criteria pursuant to Section 9.3(b) below and/or


  
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such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole
or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award. 

(b) Objective Performance Goals, Formulae or Standards. If the grant of shares of Restricted Stock or the lapse of restrictions is
based on the attainment of performance criteria, the Committee shall, in its sole discretion, establish the objective performance criteria and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of
Participants in writing prior to the beginning of the applicable Performance Period or at such later date while the outcome of the Performance Goals are substantially uncertain as otherwise determined by the Committee in its sole discretion and that
is permitted under Section 162(m) of the Code with regard to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code. Such performance criteria may incorporate provisions for disregarding (or adjusting for)
changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with
Section 162(m) of the Code, (A) to the extent any such provision set forth in the prior sentence would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such
provision shall be of no force or effect and (B) the applicable performance criteria shall be based on one or more of the Performance Goals set forth in Exhibit A hereto. 

(c) Rights as Stockholder. Except as provided in this subsection and subsection (a) above and as otherwise determined by the
Committee, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including, without limitation, the right to receive any dividends, the right to vote such
shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. Notwithstanding the foregoing, the payment of dividends shall be deferred until, and conditioned upon, the expiration of the
applicable Restriction Period, unless the Committee, in its sole discretion, specifies otherwise at the time of the Award. 
 (d)
Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Restricted Stock Award agreement and this Plan, upon a
Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant or
thereafter. 
 (e) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted
Stock subject to such Restriction Period, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant except as otherwise required by
applicable law. Notwithstanding the foregoing, actual certificates shall not be issued to the extent that book entry recordkeeping is used. 

  
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 ARTICLE X 

PERFORMANCE SHARES 
 10.1
Award of Performance Shares. Performance Shares may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall, in its sole discretion, determine the Eligible Employees, Consultants and
Non-Employee Directors, to whom, and the time or times at which, Performance Shares shall be awarded, the number of Performance Shares to be awarded to any person, the duration of the applicable Performance Period during which, and the conditions
under which, receipt of the Shares will be deferred, and the other terms and conditions of the Award in addition to those set forth in Section 10.2. 

Except as otherwise provided herein, the Committee shall condition the right to payment of any Performance Share upon the attainment of
specified objective performance criteria (including, the Performance Goals specified in Exhibit A attached hereto) established pursuant to Section 10.2(c) below and such other factors as the Committee may determine, in its sole
discretion, including to comply with the requirements of Section 162(m) of the Code. 
 10.2 Terms and Conditions.
Performance Shares awarded pursuant to this Article IX shall be subject to the following terms and conditions: 
 (a) Earning of
Performance Share Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the performance criteria established pursuant to Section 10.2(c) are achieved and the percentage of each
Performance Share Award that has been earned. 
 (b) Non-Transferability. Subject to the applicable provisions of the Award agreement
and this Plan, Performance Shares may not be Transferred during the Performance Period. 
 (c) Objective Performance Goals, Formulae or
Standards. The Committee shall, in its sole discretion, establish the objective performance criteria for the earning of Performance Shares based on a Performance Period applicable to each Participant or class of Participants in writing prior to
the beginning of the applicable Performance Period or at such later date while the outcome of the Performance Goals are substantially uncertain as otherwise determined by the Committee in its sole discretion and that is permitted under
Section 162(m) of the Code with regard to a Performance Share Award that is intended to comply with Section 162(m) of the Code. Such performance criteria may incorporate provisions for disregarding (or adjusting for) changes in accounting
methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Performance Share Award that is intended to comply with Section 162(m) of the Code,
(A) to the extent any such provision set forth in the prior sentence would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect
and (B) the applicable performance criteria shall be based on one or more of the Performance Goals set forth in Exhibit A hereto. 

  
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 (d) Dividends. Unless otherwise determined by the Committee at the time of grant, amounts
equal to any dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Share will not be paid to the Participant. 

(e) Payment. Following the Committee’s determination in accordance with subsection (a) above, shares of Common Stock or, as
determined by the Committee in its sole discretion, the cash equivalent of such shares shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his legal representative, in an amount equal to such individual’s earned
Performance Share. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Share and/or subject the payment of all or part of any Performance Share to additional vesting, forfeiture
and deferral conditions as it deems appropriate. 
 (f) Termination. Subject to the applicable provisions of the Award agreement and
this Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Award, the Performance Shares in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at
grant. 
 (g) Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may
determine, the Committee may, in its sole discretion, at or after grant, accelerate the vesting of all or any part of any Performance Share Award and/or waive the deferral limitations for all or any part of such Award. 

ARTICLE XI 
 OTHER
STOCK-BASED AWARDS 
 11.1 “Other Awards”. Other Stock-Based Awards (including, without limitation, restricted
stock units, performance stock units, and performance share awards) may be granted either alone or in addition to or other Awards granted under the Plan to all eligible Participants pursuant to Article V. 

11.2 “Committee”. Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible
Employees, Consultants and Non-Employee Directors to whom, and the time or times at which, Other Stock-Based Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards.
The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified performance criteria (including, the Performance Goals specified in Exhibit A attached hereto) or such other factors as the
Committee may determine, in its sole discretion, including to comply with the requirements of Section 162(m) of the Code. If the grant or vesting of an Other Stock-Based Award is based on the attainment of performance criteria, the Committee
shall, in its sole discretion, establish the objective performance criteria and the applicable vesting percentage of the Other Stock-Based Award applicable to each Participant or class of Participants in writing prior to the beginning of the
applicable Performance Period or at such later date while the outcome of the Performance Goals are substantially uncertain as otherwise determined by the Committee in its sole discretion and that 

  
 25 








 
is permitted under Section 162(m) of the Code with regard to an Other Stock-Based Award that is intended to comply with Section 162(m) of the Code. Such performance criteria may
incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to an Other
Stock-Based Award that is intended to comply with Section 162(m) of the Code, (A) to the extent any such provision set forth in the prior sentence would create impermissible discretion under Section 162(m) of the Code or otherwise
violate Section 162(m) of the Code, such provision shall be of no force or effect and (B) the applicable performance criteria shall be based on one or more of the Performance Goals set forth in Exhibit A hereto. 

11.3 “Terms and Conditions”. Other Stock-Based Awards made pursuant to this Article X shall be subject to the
following terms and conditions: 
 (a) Non-Transferability. Subject to the applicable provisions of the Award agreement and this
Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period
lapses. 
 (b) Dividends. Unless otherwise determined by the Committee at the time of award, subject to the provisions of the Award
agreement or grant letter and the Plan, the recipient of an Award under this Article X shall be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of shares of Common Stock
covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion. 
 (c) Vesting. Any Award
under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion. In the event that a written employment
agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award agreement, the vesting schedule in such employment agreement shall govern, provided that
such agreement is in effect on the date of grant and applicable to the specific Award. 
 (d) Waiver of Limitation. The Committee
may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to all or any portion of an Award under this Article X. 

(e) Price. Common Stock or Other Stock-Based Awards issued on a bonus basis under this Article X may be issued for no cash
consideration; Common Stock or Other Stock-Based Awards purchased pursuant to a purchase right awarded under this Article X shall be priced as determined by the Committee. Subject to Section 4.3, the purchase price of shares
of Common Stock or Other Stock-Based Awards may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value. 

(f) Payment. The form of payment for the Other Stock-Based Awards shall be specified in the Award agreement. 

  
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 ARTICLE XII 

PERFORMANCE-BASED CASH AWARDS 

12.1 Performance-Based Cash Awards. Performance-Based Cash Awards may be granted either alone or in addition to or in tandem
with other Awards granted under this Plan. Subject to the provisions of this Plan, the Committee shall, in its sole discretion, have authority to determine the Eligible Employees and Consultants to whom, and the time or times at which,
Performance-Based Cash Awards shall be made, the dollar amount to be awarded pursuant to such Performance-Based Cash Award, and all other conditions for the payment of the Performance-Based Cash Award. The Committee may also provide for the payment
of a dollar amount under a Performance-Based Cash Award upon the completion of a specified Performance Period. 
 Except as otherwise
provided herein, the Committee shall condition the right to payment of any Performance-Based Cash Award upon the attainment of specified objective performance criteria (including, the Performance Goals specified in Exhibit A attached hereto)
established pursuant to Section 12.2(c) below and such other factors as the Committee may determine, in its sole discretion, including to comply with the requirements of Section 162(m) of the Code. 

Subject to Section 12.2(c), for any Participant the Committee may, in its sole discretion, specify a targeted Performance-Based Cash
Award for a Performance Period (each an “Individual Target Award”). An Individual Target Award may be expressed, at the Committee’s sole discretion, as a fixed dollar amount, a percentage of the Participant’s base
pay, as a percentage of a bonus pool funded by a formula as determined by the Committee based on achievement of performance criteria, or an amount determined pursuant to an objective formula or standard. The Committee’s establishment of an
Individual Target Award for a Participant for a Performance Period shall not imply or require that the same level or any Individual Target Award be established for the Participant for any subsequent Performance Period or for or any other Participant
for that Performance Period or any subsequent Performance Period. At the time the performance criteria are established (as provided in Section 12.2(c)), the Committee shall prescribe a formula to be used to determine the maximum and minimum
percentages (which may be greater or less than one-hundred percent (100%), as applicable) of an Individual Target Award that may be earned or payable based upon the degree of attainment of the performance criteria during the Performance Period.
Notwithstanding anything else herein, unless otherwise specified by the Committee with respect to an Individual Target Award, the Committee may, in its sole discretion, elect to pay a Participant an amount that is less than the Participant’s
Individual Target Award (or attained percentages thereof) regardless of the degree of attainment of the performance criteria; provided that, except as otherwise specified by the Committee with respect to an Individual Target Award, no discretion to
reduce a Performance-Based Cash Award earned based on achievement of the applicable performance criteria shall be permitted for any Performance Period in which a Change of Control occurs, or during such Performance Period with regard to the prior
Performance Periods if the Performance-Based Cash Awards for the prior Performance Periods have not been paid by the time of the Change of Control, with regard to individuals who were Participants at the time of the Change of Control. 

  
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 12.2 Terms and Conditions. Performance-Based Cash Awards made pursuant to this
Article XI shall be subject to the following terms and conditions: 
 (a) Committee Certification. At the expiration of the
applicable Performance Period, the Committee shall determine and certify in writing the extent to which the performance criteria established pursuant to Section 12.2(c) are achieved and, if applicable, the percentage of the Participant’s
Individual Target Award that has been vested and earned. 
 (b) Waiver of Limitation. In the event of the Participant’s
retirement (other than with respect to Performance-Based Cash Awards that are intended to comply with Section 162(m) of the Code), Disability or death, or in cases of special circumstances (to the extent permitted under Section 162(m) of
the Code with regard to a Performance-Based Cash Award that is intended to comply with Section 162(m) of the Code), the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any)
with respect to any or all of an Award under this Article XI. 
 (c) Objective Performance Goals, Formulae or Standards. The
Committee shall, in its sole discretion, establish the objective performance criteria for the earning of Performance-Based Cash Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the
beginning of the applicable Performance Period or at such later date while the outcome of the Performance Goals are substantially uncertain as otherwise determined by the Committee in its sole discretion and that is permitted under
Section 162(m) of the Code with regard to a Performance Share Award that is intended to comply with Section 162(m) of the Code. Such performance criteria may incorporate provisions for disregarding (or adjusting for) changes in accounting
methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Performance-Based Cash Award that is intended to comply with Section 162(m) of the
Code, (A) to the extent any such provision set forth in the prior sentence would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or
effect and (B) the applicable performance criteria shall be based on one or more of the Performance Goals set forth in Exhibit A hereto. 

(d) Payment. Following the Committee’s determination and certification in accordance with subsection (a) above, the
Performance-Based Cash Award amount shall be paid to the Eligible Employee or his legal representative, in accordance with the terms and conditions set forth in Performance-Based Cash Award agreement, but in no event, except as provided in the next
sentence, shall such amount be paid by no later than the later of: (i) March 15 of the year following the year in which the applicable Performance Period ends; or (ii) two and one-half
(2 1⁄2) months after the expiration of the fiscal year of the Company in which the applicable Performance Period ends. Notwithstanding the foregoing, the
Committee may place such conditions on the payment of the payment of all or any portion of any Performance-Based Cash Award as the Committee may determine and prior to the beginning of a Performance Period the Committee may (x) provide that the
payment of all or any portion of any Performance-Based Cash Award shall be deferred and (y) permit a Participant to elect to defer receipt of all or a 

  
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portion of any Performance-Based Cash Award. Any Performance-Based Cash Award deferred by a Participant in accordance with the terms and conditions established by the Committee shall not increase
(between the date on which the Performance-Based Cash Award is credited to any deferred compensation program applicable to such Participant and the payment date) by an amount that would result in such deferral being deemed as an “increase in
the amount of compensation” under Code Section 162(m). To the extent applicable, any deferral under this Section 12.2(d) shall be made in a manner intended to comply with the applicable requirements of Section 409A of the Code.

 (e) Termination. Unless otherwise determined by the Committee, in its sole discretion, no Performance-Based Cash Award or pro rata
portion thereof shall be payable to any Participant who incurs a Termination prior to the date such Performance-Based Cash Award is paid. 

(f) Maximum Payments. The maximum payment under any Performance-Based Cash Award payable with respect to any fiscal year of the Company
and for which the grant of such Award is subject to the attainment of performance criteria in accordance with Section 12.2(c) which may be granted under this Plan with respect to any fiscal year of the Company to each Eligible Employee or
Consultant shall be $10,000,000; provided, however, that the foregoing limit shall be adjusted on a proportionate basis for any Performance-Based Cash Award with a Performance Period that is not based on one (1) fiscal year of the Company. 

ARTICLE XIII 
 CHANGE IN
CONTROL PROVISIONS 
 Except as otherwise provided by the Committee in an Award agreement, in the event of a Change in Control of the
Company after the Effective Date, the Committee may, but shall not be obligated to: 
 (a) accelerate, vest or cause the restrictions to
lapse with respect to all or any portion of an Award; 
 (b) provide for the cancellation of any Appreciation Awards without payment if the
Change in Control Price is less than the exercise price of such Appreciation Awards; 
 (c) provide for the purchase of any Awards by the
Company or an Affiliate for an amount of cash equal to the excess of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes of this
Article XIII, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company; provided, however, that such price shall not exceed
the fair market value of the Common Stock at the time of purchase as determined in accordance Section 409A of the Code; or 
 (d)
provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion. Notwithstanding anything to the
contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation § 1.424-1 (and any amendments thereto). 

  
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 ARTICLE XIV 

TERMINATION OR AMENDMENT OF PLAN 

Notwithstanding any other provision of the Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in
part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in this Article XIII or Section 409A of the Code as described
below), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that if the Committee, in its sole discretion, determines that the rights of a Participant with respect to Awards granted prior to such amendment, suspension
or termination, may be adversely impaired, the consent of such Participant shall be required; and provided further, without the approval of the stockholders of the Company entitled to vote in accordance with applicable law, no amendment may be made
that would: 
 (a) increase the aggregate number of shares of Common Stock that may be issued under the Plan (other than due to an
adjustment under Section 4.2); 
 (b) increase the maximum individual Participant limitations for a fiscal year under
Section 4.1(b) (except by operation of Section 4.2) and Section 11.2(f); 
 (c) change the
classification of individuals eligible to receive Awards under the Plan; 
 (d) other than adjustments or substitutions in accordance with
Section 4.2, amend the terms of outstanding Awards to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or to cancel outstanding Stock Options or Stock Appreciation Rights (where prior to the reduction
or cancellation the exercise price equals or exceeds the fair market value of the shares of Common Stock underlying such Awards) in exchange for cash, other Awards or Stock Options or Stock Appreciation Rights with an exercise price that is less
than the exercise price of the original Stock Options or Stock Appreciation Rights; 
 (e) extend the maximum Stock Option period under
Section 6.3; 
 (f) alter the Performance Goals set forth in Exhibit A; 

(g) award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher
exercise price, except in accordance with Section 6.3(l); or 
 (h) require stockholder approval in order for the Plan to continue to
comply with the applicable provisions of Section 162(m) of the Code or Section 422 of the Code to the extent applicable to Incentive Stock Options or the rules of any exchange or system on which the Company’s securities are listed or
traded at the request of the Company. 

  
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 The Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall adversely impair the rights of any holder without the holder’s consent. Notwithstanding
anything herein to the contrary, the Board or the Committee may amend the Plan or any Award granted hereunder at any time without a Participant’s consent to comply with Section 409A of the Code or any other applicable law. Nothing in the
Plan is intended to provide a guarantee of particular tax treatment to any Participant. 
 ARTICLE XV 

UNFUNDED PLAN 
 The Plan
is an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a Participant has a fixed and vested interest but that are not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general unsecured creditor of the Company. 
 ARTICLE XVI 

ADDITIONAL PROVISIONS 

16.1 “Legend”. The Committee may require each person receiving shares of Common Stock pursuant to an Award granted
under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof and such other securities law related representations as the Committee shall request. In
addition to any legend required by the Plan, the certificates and/or book entry accounts for such shares may include any legend that the Committee, in its sole discretion, deems appropriate to reflect any restrictions on Transfer. 

All certificates and/or book entry accounts for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders
and other restrictions as the Committee may, in its sole discretion, deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any
national automated quotation system on which the Common Stock is then quoted, any applicable Federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions. 
 16.2 “Other Plans”. Nothing contained in the Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. 

16.3 “No Right to Employment/Consultancy/Directorship”. Neither the Plan nor the grant of any Award hereunder shall
give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or 

  
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directorship by the Company or any Affiliate, nor shall they be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or
Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at any time. 
 16.4
“Withholding of Taxes”. The Company shall have the right to deduct from any payment to be made to a Participant, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b)
of the Code, a Participant shall pay all required withholding to the Company. Any statutorily required withholding obligation with regard to any Eligible Employee may be satisfied, subject to the advanced consent of the Committee, by reducing the
number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid
instead in cash by the Participant. 
 16.5 “Listing and Other Conditions”. 

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored
by a national securities association, the issue of any shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and
until such shares are so listed, and the right to exercise any Award with respect to such shares shall be suspended until such listing has been effected. 

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Award is
or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to
make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise with respect to shares of Common Stock or Awards, and the right to exercise any Award shall be suspended until, in the opinion
of said counsel, such sale or delivery shall be lawful and will not result in the imposition of excise taxes on the Company. 
 (c) Upon
termination of any period of suspension under this Section 16.5, an Award affected by such suspension that shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares
that would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award. 

(d) A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and
otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate. 

  
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 16.6 “Governing Law”. The Plan and the actions taken in connection
herewith shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. 

16.7 “Construction”. Wherever any words are used in the Plan in the masculine gender they shall be construed as though
they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so
apply. 
 16.8 “Other Benefits”. No Award granted or paid out under the Plan shall be deemed compensation for
purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level
of compensation. 
 16.9 “Costs”. The Company shall bear all expenses associated with administering
the Plan, including expenses of issuing Common Stock pursuant to any Award granted hereunder. 
 16.10 “No Right to
Same Benefits”. The provisions of Awards need not be the same with respect to each Participant, and Awards granted to individual Participants need not be the same. 

16.11 “Death/Disability”. The Committee may in its sole discretion require the transferee of a Participant to
supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of
the transfer of an Award. The Committee may, in its sole discretion, also require the agreement of the transferee to be bound by all of the terms and conditions of the Plan. 

16.12 “Section 16(b) of the Exchange Act”. On and after the Registration Date, all elections and transactions
under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may, in its sole discretion, establish and adopt
written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

 16.13 “Severability of Provisions”. If any provision of the Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included. 

16.14 “Headings and Captions”. The headings and captions herein are provided for reference and convenience
only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan. 
 16.15
“Successors and Assigns”. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such
estate. 

  
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 16.16 “Payment to Minors, Etc.” Any benefit payable to or for the benefit
of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto. 

16.17 “Agreement”. As a condition to the grant of an Award, if requested by the Company and the lead underwriter of
any public offering of the Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short
sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock
included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall
specify (the “Lock-up Period”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions
with respect to Common Stock acquired pursuant to an Award until the end of such Lock-up Period. 
 16.18 “No Rights as
Stockholder”. Except as provided in Article VIII with respect to Restricted Stock or Article X with respect to Other Stock-Based Awards, subject to the provisions of the Award agreement, no Participant or Permissible
Transferee shall have any rights as a stockholder of the Company with respect to any Award until such individual becomes the holder of record of the shares of Common Stock underlying the Award. 

16.19 “Section 409A of the Code”. Although the Company does not guarantee the particular tax treatment of an Award
granted under this Plan, Awards made under this Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and this Plan and any Award agreement hereunder shall be limited, construed and
interpreted in accordance with such intent. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any
damages for failing to comply with Section 409A of the Code. 
 16.20 “Consideration”. Awards may be awarded in
consideration for past services actually rendered to the Company or an Affiliate for its benefit; provided, however, that in the case of an Award to be made to a new Eligible Employee, Non-Employee Director, or Consultant who has not performed prior
services for the Company, the Company will require payment of the par value of the Common Stock by cash or check in order to ensure proper issuance of the shares in compliance with Delaware General Corporation Law. 

16.21 “Transition Period”. The Plan has been adopted by the Board prior to the occurrence of a Registration Date. The
Plan is intended to constitute a plan described in Treasury Regulation Section 1.162-27(f)(1), pursuant to which the deduction limits under Section 162(m) of the Code do not apply during the applicable reliance period. 

  
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 ARTICLE XVII 

EFFECTIVE DATE OF PLAN 

This Plan shall become effective upon the date specified by the Board in its resolution adopting the Plan, subject to the approval of the Plan
by the stockholders of the Company in accordance with the requirements of the laws of the State of Delaware. 
 ARTICLE XVIII 

TERM OF PLAN 
 No Award
shall be granted pursuant to the Plan on or after the earlier of the tenth anniversary of (x) the date the Plan is adopted or (y) the date of stockholder approval (although Awards granted prior to such tenth anniversary may extend beyond
that date in accordance with the terms of the Plan); provided that no Award (other than a Stock Options or Stock Appreciation Rights) that is intended to be “performance-based” under Section 162(m) of the Code shall be granted on or
after the first meeting of the Company’s stockholders that occurs in the fifth year following the year of stockholder approval of the Amended and Restated Plan unless the Performance Goals set forth on Exhibit A are reapproved (or other
designated performance criteria are approved) by the stockholders. In the event that any such Award is granted, the Award shall be a valid Award but it shall not qualify for the “performance-based compensation” exception under
Section 162(m) of the Code unless it is granted subject to the approval of, and is approved by, the stockholders at the first stockholder meeting following such grant. 

  
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 EXHIBIT A 

PERFORMANCE GOALS 
 A.
Performance Goals. Performance goals established for purposes of the grant, vesting or payment of Awards of Restricted Stock, Performance Shares, Other Stock-Based Awards, or Performance-Based Cash Awards that are intended to be
“performance-based” under Section 162(m) of the Code shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following criteria (“Performance
Goals”): 
 (a) enterprise value or value creation targets; 

(b) after-tax or pre-tax profits, including without limitation as attributable to continuing and/or other operations of the Company; 

(c) operational cash flow or economic value added; 

(d) specified objectives with regard to limiting the level of increase in all or a portion of, the Company’s bank debt or other long-term
or short-term public or private debt or other similar financial obligations of the Company, or other capital structure improvements, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the
Committee; 
 (e) earnings per share or earnings per share from continuing operations; 

(f) sales (domestic and/or international), operating performance and revenues, net income, gross margin, operating income or earnings before
income tax or other exclusions; 
 (g) return on capital employed, return on invested capital, or return on assets; 

(h) total shareholder return, including after-tax or pre-tax return on stockholder equity; 

(i) the fair market value or book value of the shares of the Company’s Common Stock; 

(j) the growth in the value of an investment in the Company’s Common Stock assuming the reinvestment of dividends, dividend growth or
market capitalization; 
 (k) a transaction that results in the sale of stock or assets of the Company; 

(l) earnings before interest, taxes plus amortization and depreciation; 

(m) reduction in expenses or cost savings; 

(n) strategic objectives including management development, new product development and introduction; 

  
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 (o) individual Participant goals and objectives, including management development, new product
development and introduction, or 
 (p) any financial metric set forth herein or in the Company’s financial statements as a percentage
of another financial metric. 
 To the extent permitted under Section 162(m) of the Code, unless the Committee otherwise determines, in
its sole discretion, that appropriate adjustment should be made to reflect the impact of an event or occurrence, the Committee shall exclude the impact of any of the following events or occurrences: 

(i) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges; 

(ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s
management; 
 (iii) a change in tax law or accounting standards required by generally accepted accounting principles; or 

(iv) a change in the Company’s fiscal year. 

Performance Goals may also be based upon individual Participant performance criteria, as determined by the Committee, in its sole discretion.

 In addition, such Performance Goals may be based upon the attainment of specified levels of Company (or affiliate, subsidiary, division,
other operational unit, business segment or administrative department of the Company) performance under one or more of the measures described above relative to the performance of other corporations (or an affiliate, subsidiary, division, other
operational unit, business segment or administrative department of another corporation). To the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without
limitation, compliance with any requirements for stockholder approval), the Committee may: 
 (x) designate additional business criteria on
which the performance criteria may be based; or 
 (y) adjust, modify or amend the aforementioned business criteria. 

B. GAAP. Except as otherwise provided herein, the measures used in Performance Goals shall be determined in accordance with generally
accepted accounting principles (“GAAP”) and in a manner consistent with the methods used in the Company’s regular reports on Forms 10-K and 10-Q. 

C. Deviations from GAAP. To the extent any objective Performance Goals are expressed using any measures that require deviations from
GAAP, such deviations shall be at the discretion of the Committee as exercised at the time the Performance Goals are set. 

  
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