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  Exhibit 10.1    
    


UNITED NATURAL FOODS, INC.

2012 EQUITY INCENTIVE PLAN  

















































 TABLE OF CONTENTS  

 






					
	 Section 1.
	 	 Purpose. 
	 	1
	 Section 2.
	 	 Definitions. 
	 	1
	 Section 3.
	 	 Administration. 
	 	5
	 Section 4.
	 	 Shares Available for Awards. 
	 	6
	 Section 5.
	 	 Eligibility. 
	 	7
	 Section 6.
	 	 Stock Options and Stock Appreciation Rights. 
	 	8
	 Section 7.
	 	 Restricted Shares and Restricted Share Units. 
	 	10
	 Section 8.
	 	 Performance Awards. 
	 	12
	 Section 9.
	 	 Other Stock-Based Awards. 
	 	12
	 Section 10.
	 	 Non-Employee Director and Outside Director Awards. 
	 	13
	 Section 11.
	 	 Provisions Applicable to Covered Officers and Performance Awards. 
	 	13
	 Section 12.
	 	 Separation from Service. 
	 	15
	 Section 13.
	 	 Change in Control. 
	 	15
	 Section 14.
	 	 Amendment and Termination. 
	 	17
	 Section 15.
	 	 General Provisions. 
	 	17
	 Section 16.
	 	 Term of the Plan. 
	 	20




 

 






 







































 UNITED NATURAL FOODS, INC.

2012 EQUITY INCENTIVE PLAN  


 Section 1. Purpose.  


        This plan shall be known as the "The United Natural Foods, Inc. 2012 Equity Incentive Plan" (the "Plan"). The purpose of the
Plan is to promote the interests of United Natural Foods, Inc. (the "Company") and its stockholders by (i) attracting and retaining key officers, employees and directors of, and
consultants to, the Company and its Subsidiaries and Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals;
(iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such
individuals; and (v) linking their compensation to the long-term interests of the Company and its stockholders. With respect to any awards granted under the Plan that are intended
to comply with the requirements of "performance-based compensation" under Section 162(m) of the Code, the Plan shall be interpreted in a manner consistent with such requirements. 


 Section 2. Definitions.  


        As used in the Plan, the following terms shall have the meanings set forth below: 



        2.1    "Affiliate" means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any
entity in which the Company has a significant equity interest, (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange
Act; and (iv) any entity in which the Company has at least twenty percent (20%) of the combined voting power of the entity's outstanding voting securities, in each case as designated by the
Board as being a participating employer in the Plan. 


        2.2    "Award" means any Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit, Performance Award, or
Other Stock-Based Award granted under the Plan, whether singly, in combination or in tandem, to a Participant by the Committee (or the Board) pursuant to such terms, conditions, restrictions and/or
limitations, if any, as the Committee (or the Board) may establish. 


        2.3    "Award Agreement" means any written agreement, contract or other instrument or document evidencing any Award, which may,
but need not, be executed or acknowledged by a Participant. 


        2.4    "Board" means the Board of Directors of the Company. 



        2.5    "Cause" means, unless otherwise defined in the applicable Award Agreement, (i) conviction of the Participant under
applicable law of a felony or any misdemeanor involving moral turpitude; (ii) unauthorized acts intended to result in the Participant's personal enrichment at the material expense of the
Company or a Subsidiary or Affiliate; or (iii) any violation of the Participant's duties or responsibility's to the Company or a Subsidiary or Affiliate which constitutes willful misconduct or
dereliction of duty. For purposes of this definition, no act, or failure to act, on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in
good faith and without reasonable belief that the Participant's action or omission was in the best interest of the Company. 



        2.6    "Change in Control" means, unless otherwise provided in the applicable Award Agreement, the happening of one of the
following: 



        (a)   any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities of the Company
under an employee benefit plan maintained by the Company or any corporation owned, directly or indirectly, by the Company's stockholders in substantially the same proportions as their ownership of the
Company's stock, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly 



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or
indirectly, of securities of the Company representing 25% or more of the total combined voting power of the Company's then-outstanding securities pursuant to a tender or exchange offer
made directly to the Company's stockholders and which the Board does not recommend such stockholders to accept; 


        (b)   a
majority of directors, whose election or nomination for election is not approved by a majority of the members of the Incumbent Board then serving as members of the
Board, are elected within any single 24-month period to serve on the Board; or 


        (c)   consummation
of: 



          (i)  a
merger, consolidation or reorganization involving the Company, unless: 



        (A)  the
stockholders of the Company, immediately before the merger, consolidation or reorganization, own, directly or indirectly immediately following such merger,
consolidation or reorganization, at least 75% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization in
substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization; 


        (B)  individuals
who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization
constitute at least a majority of the board of directors of the surviving corporation immediately following such merger, consolidation or reorganization; and 



        (C)  no
person (other than (I) the Company or any Subsidiary thereof, (II) any employee benefit plan (or any trust forming a part thereof) maintained by the
Company, any Subsidiary thereof, or the surviving corporation, or (III) any person who, immediately prior to such merger, consolidation or reorganization, had beneficial ownership of securities
representing 25% or more of the combined voting power of the Company's then-outstanding securities) has beneficial ownership of securities immediately following such merger, consolidation
or reorganization representing 25% or more of the combined voting power of the surviving corporation's then outstanding voting securities; 




         (ii)  a
complete liquidation or dissolution of the Company; or 


        (iii)  an
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a Subsidiary). 





For
purposes of the definition of Change in Control, "Incumbent Board" means those persons who either (A) have been members of the Board since the Effective Date or (B) are new directors
whose election by the Board or nomination for election by the stockholders of the Company was approved by a vote of at least three-fourths of the members of the Board then in office who either were
directors described in clause (A) hereof or whose election or nomination for election was previously so approved, provided that an individual whose election or nomination for election is
approved as a result of either an actual or threatened election contest or proxy contest, including by reason of any agreement intended to avoid or settle any election contest or proxy contest, will
be deemed not to have been so approved for purposes of this definition. 


Notwithstanding
the foregoing, unless otherwise provided in the applicable Award Agreement, with respect to Awards subject to Section 409A of the Code, a Change in Control shall mean a "change
in the ownership of the Company," a "change in the effective control of the Company," or a "change in the ownership of a substantial portion of the assets of the Company" as such terms are defined in
Section 1.409A-3(i)(5) of the Treasury Regulations. 


        2.7    "Code" means the Internal Revenue Code of 1986, as amended from time to time. 


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        2.8    "Committee" means a committee of the Board composed of not less than two Non-Employee Directors, each of whom
shall be (i) a "non-employee director" for purposes of Exchange Act Section 16 and Rule 16b-3 thereunder, (ii) an
"outside director" for purposes of Section 162(m), and (iii) "independent" within the meaning of the listing standards of the Nasdaq Stock Market and the rules and regulations of the
SEC. 


        2.9    "Consultant" means any consultant to the Company or its Subsidiaries or Affiliates. 


        2.10    "Covered Officer" means at any date (i) any individual who, with respect to the previous taxable year of the
Company, was a "covered employee" of the Company within the meaning of Section 162(m); provided, however, that the term "Covered Officer" shall not include any such individual who is designated
by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected not to be such a "covered employee" with respect to the current taxable year of the
Company or the taxable year of the Company in which the applicable Award will be paid or vested, and (ii) any individual who is designated by the Committee, in its discretion, at the time of
any Award or at any subsequent time, as reasonably expected to be such a "covered employee" with respect to the current taxable year of the Company or with respect to the taxable year of the Company
in which any applicable Award will be paid or vested. 


        2.11    "Director" means a member of the Board. 


        2.12    "Disability" means, unless otherwise defined in the applicable Award Agreement, a disability that would qualify as a
total and permanent disability under the Company's then current long-term disability plan. With respect to Awards subject to Section 409A of the Code, unless otherwise defined in
the applicable Award Agreement, the term "Disability" shall have the meaning set forth in Section 409A of the Code. 



        2.13    "Early Retirement'' means, unless otherwise provided in the applicable Award Agreement, retirement of a Participant with
the express consent of the Committee at or before the time of such retirement, from active employment with the Company and any Subsidiary or Affiliate prior to age 65, in accordance with any
applicable early retirement policy of the Company then in effect or as may be approved by the Committee. 


        2.14    "Effective Date" has the meaning provided in Section 16.1 of the Plan. 



        2.15    "Employee" means a current or prospective officer or employee of the Company or of any Subsidiary or Affiliate. 


        2.16    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. 


        2.17    "Fair Market Value" with respect to the Shares, means, for purposes of a grant of an Award as of any date,
(i) the reported closing sales price of the Shares on the Nasdaq Stock Market, or any other such market or exchange as is the principal trading market for the Shares, on such date, or in the
absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported or (ii) in the event there is no public market for the Shares on
such date, the fair market value as determined, in good faith and by the reasonable application of a reasonable valuation method (as applicable), by the Committee in its sole discretion, and for
purposes of a sale of a Share as of any date, the actual sales price on that date. 


        2.18    "Full Value Award Cap" has the meaning provided in Section 4.1 of the Plan. 


        2.19    "Good Reason" means, unless otherwise provided in an Award Agreement, (i) the assignment of duties to a
Participant following a Change in Control that are materially adversely inconsistent with the Participant's duties immediately prior to a Change in Control, and failure to rescind such assignment
within thirty (30) days of receipt of notice from the Participant; (ii) a material reduction in a Participant's title, authority or reporting status following a Change in Control as 


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compared
to such title, authority or reporting status immediately prior to a Change in Control, (iii) a relocation of the office at which the Participant is to perform the majority of his or
her duties following a Change in Control to a location more than fifty (50) miles from the location at which the Participant performed such duties prior to the Change in Control; (iv) a
reduction in the Participant's base salary as in effect immediately prior to a Change in Control or the failure of the Company to pay or cause to be paid any compensation or benefits when due, and
failure to restore such annual base salary or make such payments within five (5) days of receipt of notice from the Participant; or (v) failure to include the Participant in any new
employee benefit plans proposed by the Company or a material reduction in the Participant's level of participation in any existing plans of any type; provided that a Company-wide reduction
or elimination of such plans shall not constitute "Good Reason" for purposes of this Plan. 


        2.20    "Grant Price" means the price established at the time of grant of an SAR pursuant to
Section 6 used to determine whether there is any payment due upon exercise of the SAR. 


        2.21    "Incentive Stock Option" means an option to purchase Shares from the Company that is granted under
Section 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. 



        2.22    "Non-Employee Director" means a member of the Board who is not an officer or employee of the Company or any
Subsidiary or Affiliate. 


        2.23    "Non-Qualified Stock Option" means an option to purchase Shares from the Company that is granted under
Sections 6 or 10 of the Plan and is not intended to be an Incentive Stock Option. 


        2.24    "Normal Retirement" means, unless otherwise defined in the applicable Award Agreement, retirement of a Participant from
active employment with the Company or any of its Subsidiaries or Affiliates on or after such Participant's 65th birthday. 


        2.25    "Option" means an Incentive Stock Option or a Non-Qualified Stock Option. 


        2.26    "Option Price" means the purchase price payable to purchase one Share upon the exercise of an Option. 



        2.27    "Other Stock-Based Award" means any Award granted under Sections 9 or
10 of the Plan. For purposes of determining the number of Awards granted hereunder in relation to the Full Value Award Cap set forth in
Section 4.1 hereof, an Other Stock-Based Award that is not settled in cash shall be treated as a Restricted Share Award if the amounts payable thereunder will be
determined by reference to the full value of a Share. 


        2.28    "Outside Director" means, with respect to the grant of an Award, a member of the Board then serving on the Committee. 



        2.29    "Participant" means any Employee, Director, Consultant or other person who receives an Award under the Plan. 


        2.30    "Performance Award" means any Award granted under Section 8 of the Plan. For
purposes of determining the number of Awards granted hereunder in relation to the Full Value Award Cap set forth in Section 4.1 hereof, a Performance Award that is
not settled in cash shall be treated as a Restricted Share Award if the amounts payable thereunder will be determined by reference to the full value of a Share. 



        2.31    "Person" means any individual, corporation, partnership, limited liability company, association, joint-stock company,
trust, unincorporated organization, government or political subdivision thereof or other entity. 


        2.32    "Restricted Share" means any Share granted under Sections 7 to
10 of the Plan. 


        2.33    "Restricted Share Unit" means any unit granted under Sections 7 to
10 of the Plan. 


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        2.34    "Retirement" means Normal or Early Retirement. 


        2.35    "SEC" means the Securities and Exchange Commission or any successor thereto. 



        2.36    "Section 16" means Section 16 of the Exchange Act and the rules promulgated thereunder and any successor
provision thereto as in effect from time to time. 


        2.37    "Section 162(m)" means Section 162(m) of the Code and the regulations promulgated thereunder and any
successor provision thereto as in effect from time to time. 


        2.38    "Separation from Service" or "Separates from Service" shall have the
meaning ascribed to such term pursuant to Section 409A of the Code and the regulations promulgated thereunder. 


        2.39    "Shares" means shares of the common stock, par value $0.01 per share, of the Company, or any security into which such
shares may be converted by reason of any event of the type referred to in Sections 4.2, 13.3, and 14.3. 


        2.40    "Share Reserve" has the meaning set forth in Section 4.1 hereof. 



        2.41    "Specified Employee" has the meaning ascribed to such term pursuant to Section 409A of the Code and the
regulations promulgated thereunder. 


        2.42    "Stock Appreciation Right" or "SAR" means a stock appreciation right
granted under Sections 6, 8 or 10 of the Plan that entitles the holder to receive, with respect to each
Share encompassed by the exercise of such SAR, the amount determined by the Committee and specified in an Award Agreement. In the absence of such a determination, the holder shall be entitled to
receive, with respect to each Share encompassed by the exercise of such SAR, the excess of the Fair Market Value of such Share on the date of exercise over the Grant Price. 


        2.43    "Subsidiary" means any Person (other than the Company) of which 50% or more of its voting power or its equity securities
or equity interest is owned directly or indirectly by the Company. 


        2.44    "Substitute Awards" means Awards granted solely in assumption of, or in substitution for, outstanding awards previously
granted by a company acquired by the Company or with which the Company combines. 


 Section 3. Administration.  


        3.1    Authority of Committee.    The Plan shall be administered by a Committee, which shall be appointed by and serve
at the pleasure of the Board; provided, however, with respect to Awards to Outside Directors, all references in the Plan to the Committee shall be deemed to be references to the Board. Subject to the
terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority in its
discretion (and in accordance with Section 409A of the Code with respect to Awards subject thereto) to: (i) designate Participants; (ii) determine eligibility for participation in
the Plan and decide all questions concerning eligibility for and the amount of Awards under the Plan; (iii) determine the type or types of Awards to be granted to a Participant;
(iv) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with Awards; (v) determine the timing,
terms, and conditions of any Award; (vi) accelerate the time at which all or any part of an Award may be settled or exercised; (vii) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited or suspended; (viii) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and
other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (ix) grant Awards as an 


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alternative
to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate;
(x) grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the Incentive Stock Option rules under Section 422 of the Code and the
nonqualified deferred compensation rules under Section 409A of the Code, where applicable; (xi) make all determinations under the Plan concerning any Participant's Separation from
Service with the Company or a Subsidiary or Affiliate, including whether such separation occurs by reason of Cause, Good Reason, Disability, Retirement, or in connection with a Change in Control and
whether a leave constitutes a Separation from Service; (xii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (xiii) except
to the extent prohibited by Section 6.2, amend or modify the terms of any Award at or after grant with the consent of the holder of the Award;
(xiv) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xv) adopt special
guidelines and provisions for Persons who are residing in, employed in or subject to the taxes of any domestic or foreign jurisdiction to comply with applicable tax and securities laws of such
domestic or foreign jurisdiction; and (xvi) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or in any agreement related thereto or make any other
determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, subject to the exclusive authority of the Board under
Section 14 hereunder to amend or terminate the Plan. 


        3.2    Committee Discretion Binding.    Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the Company, any Subsidiary or Affiliate, any Participant and any holder or beneficiary of any Award. A Participant or other holder of an Award may
contest a decision or action by the Committee with respect to such person or Award only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such
decision or action shall be limited to determining whether the Committee's decision or action was arbitrary or capricious or was unlawful. 


        3.3    Delegation.    Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more
officers or managers of the Company or of any Subsidiary or Affiliate, or to a Committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend or terminate Awards held by Participants who are not officers or directors of the
Company for purposes of Section 16 or who are otherwise not subject to such Section 16. 



        3.4    No Liability.    No member of the Board or Committee shall be liable for any action taken or determination made
in good faith with respect to the Plan or any Award granted hereunder. 


 Section 4. Shares Available for Awards.  


        4.1    Shares Available.    Subject to the provisions of Section 4.2 below, the
maximum aggregate number of Shares which may be issued pursuant to all Awards under this Plan after the Effective Date is 1,250,000 (the "Share Reserve"). The number of Shares with respect to which
Incentive Stock Options may be granted under this Plan shall be no more than 250,000. Subject to the application of the last sentence of this Section 4.1, the
maximum number of Awards that the Company may issue under this Plan as Restricted Stock Awards and Restricted Stock Unit Awards shall be 900,000 (the "Full Value Award Cap") If any Award granted under
this Plan (whether before or after the Effective Date of this Plan) shall expire, terminate, be settled in cash (in whole or in part, including, except with respect to Options or SARs, for tax
withholding) or otherwise be forfeited or canceled for any reason before it has vested or been exercised in full, the Shares subject to such Award shall, to the extent of such expiration, cash
settlement, forfeiture, or termination, again be available for Awards under the 


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Plan,
in accordance with this Section 4.1. The Committee may make such other determinations regarding the counting of Shares issued pursuant to this Plan as it
deems necessary or advisable, provided that such determinations shall be permitted by law. Notwithstanding the foregoing, if an Option or SAR is exercised, in whole or in part, by tender of Shares or
if the Company's tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in this
Section 4.1 shall be the number of Shares that were subject to the Option or SAR or portion thereof, and not the net number of Shares actually issued and any SARs
to be settled in Shares shall be counted in full against the number of Shares available for issuance under the Plan, regardless of the number of shares issued upon the settlement of the SAR. Any
Shares that again become available for grant pursuant to this Section shall be added back to the Full Value Award Cap if the original Award of such Shares reduced the Full Value Award Cap. 


        4.2    Adjustments.    Without limiting the Committee's discretion as provided in
Section 13 hereof, if there shall occur any change in the capital structure of the Company by reason of any extraordinary dividend or other distribution (whether in
the form of cash, Shares, other securities or other property, and other than a normal cash dividend), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other corporate transaction or event having an effect similar to the foregoing, affects the Shares, then the Committee shall, in an equitable and proportionate manner as
determined by the Committee (and, as applicable, in such manner as is consistent with Sections 162(m),
422 and 409A of the Code and the regulations thereunder) either: (i) adjust any or all of (1) the aggregate number of Shares or other securities of the Company (or number and kind of
other securities or property) with respect to which Awards may be granted under the Plan; (2) the number of Shares or other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards under the Plan, provided that the number of Shares subject to any Award shall always be a whole number; (3) the grant or exercise price with respect to
any Award under the Plan, and (4) the limits on the number of Shares or Awards that may be granted to Participants under the Plan in any calendar year; (ii) provide for an equivalent
award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the
holder of an outstanding Award. Any such adjustments to outstanding Awards shall be effected in a manner that precludes the material enlargement or dilution of rights and benefits under such Awards. 


        4.3    Substitute Awards.    Any Shares issued by the Company as Substitute Awards in connection with the assumption
or substitution of outstanding grants from any acquired corporation shall not reduce the Shares available for Awards under the Plan. 



        4.4    Sources of Shares Deliverable under Awards.    Any Shares delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued Shares or of issued Shares which have been reacquired by the Company. 


 Section 5. Eligibility.  


        Any current or prospective Employee, Director or Consultant shall be eligible to be designated a Participant; provided, however, that
Outside Directors shall only be eligible to receive Awards granted consistent with Section 10, provided further that the vesting and exercise of an Award to a
prospective Employee, Director or Consultant are conditioned upon such individual attaining such status. 


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 Section 6. Stock Options and Stock Appreciation Rights.  



        6.1    Grant.    Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Participants to whom Options and SARs shall be granted, the number of Shares subject to each Award, the Option Price or Grant Price and the conditions and limitations applicable to the
exercise of each Option and SAR. An Option may be granted with or without a related SAR. An SAR may be granted with or without a related Option. The grant of an Option or SAR shall occur when the
Committee by resolution, written consent or other appropriate action determines to grant such Option or SAR for a particular number of Shares to a particular Participant at a particular Option Price
or Grant Price, as the case may be, or such later date as the Committee shall specify in such resolution, written consent or other appropriate action. The Committee shall have the authority to grant
Incentive Stock Options and to grant Non-Qualified Stock Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with
Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. An Employee who has been granted an Option under the Plan may be granted additional Options
under the Plan if the Committee shall so determine; provided, however, that to the extent the aggregate Fair Market Value (determined at the time the Incentive Stock Option is granted) of the Shares
with respect to which all Incentive Stock Options are exercisable for the first time by an Employee during any calendar year (under all plans described in Section 422(d) of the Code of the
Employee's employer corporation and its parent and Subsidiaries) exceeds $100,000, or if Options fail to qualify as Incentive Stock Options for any other reason, such Options shall constitute
Non-Qualified Stock Options. 


        6.2    Price.    The Committee in its sole discretion shall establish the Option Price at the time each Option is
granted and the Grant Price at the time each SAR is granted. Except in the case of Substitute Awards, the Option Price of an Option may not be less than the Fair Market Value of a Share on the date
such Option is deemed to have been granted pursuant to Section 6.1, and the Grant Price of an SAR may not be less than the Fair Market Value of a Share on the date such SAR is deemed to have
been granted pursuant to Section 6.1. In the case of Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.2 hereof
in the form of Options or SARS, such grants shall have an Option Price (or Grant Price) per Share that is intended to maintain the economic value of the Award that was replaced or adjusted as
determined by the Committee. Notwithstanding the foregoing and except as permitted by the provisions of Section 4.2 hereof, the Committee shall not have the power
to (i) amend the terms of previously granted Options to reduce the Option Price of such Options, (ii) amend the terms of previously granted SARs to reduce the Grant Price of such SARs,
(iii) cancel such Options and grant substitute Options with a lower Option Price than the cancelled Options, or (iv) cancel such SARs and grant substitute SARs with a lower Grant Price
than the cancelled SARs, in each case without the approval of the Company's stockholders. 


        6.3    Term.    Subject to the Committee's authority under Section 3.1 and the
provisions of Section 6.6, each Option and SAR and all rights and obligations thereunder shall expire on the date determined by the Committee and specified in the
Award Agreement. The Committee shall be under no duty to provide terms of like duration for Options or SARs granted under the Plan. Notwithstanding the foregoing, but
subject to Section 6.4(a) hereof, no Option or SAR shall be exercisable after the expiration of ten (10) years from the date such Option or SAR was granted. 


        6.4   Exercise.



        (a)   Each
Option and SAR shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable
Award Agreement or thereafter. The Committee shall have full and complete authority to determine, subject to Section 6.6 herein, whether an Option or SAR will be
exercisable in full at any time or from time to time during the term of the Option or SAR, or to provide for the exercise thereof in such 



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installments,
upon the occurrence of such events and at such times during the term of the Option or SAR as the Committee may determine. The Committee may provide, at or after the grant, that the
period of time over which an Option, other than an Incentive Stock Option, or SAR may be exercised shall be automatically extended if on the scheduled expiration of such Award, the Participant's
exercise of such Award would violate applicable securities law; provided, however, that during the extended exercise period the Option or SAR may only be exercised to the extent such Award was
exercisable in accordance with its terms immediately prior to such scheduled expiration date; provided further, however, that such extended exercise period shall end not later than thirty
(30) days after the exercise of such Option or SAR first would no longer violate such laws. 


        (b)   The
Committee may impose such conditions with respect to the exercise of Options or SARs, including without limitation, any relating to the application of federal, state
or foreign securities laws or the Code, as it may deem necessary or advisable. 



        (c)   An
Option or SAR may be exercised in whole or in part at any time, with respect to whole Shares only, within the period permitted thereunder for the exercise thereof,
and shall be exercised by written notice of intent to exercise the Option or SAR, delivered to the Company at its principal office, and payment in full to the Company at the direction of the Committee
of the amount of the Option Price for the number of Shares with respect to which the Option is then being exercised. 


        (d)   Payment
of the Option Price shall be made in (i) cash or cash equivalents, (ii) at the discretion of the Committee, by transfer, either actually or by
attestation, to the Company of unencumbered Shares previously acquired by the Participant, valued at the Fair Market Value of such Shares on the date of exercise (or next succeeding trading date, if
the date of exercise is not a trading date), together with any applicable withholding taxes (which taxes may be satisfied in accordance with Section 15.6 of the Plan), such transfer to be upon
such terms and conditions as determined by the Committee, (iii) by a combination of (i) or (ii), or (iv) by any other method approved or accepted by the Committee in its sole
discretion, including, if the Committee so determines, (x) a cashless (broker-assisted) exercise that complies with applicable laws or (y) withholding Shares (net-exercise)
otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the total Option Price together with any applicable withholding
taxes (which taxes may be satisfied in accordance with Section 15.6 of the Plan). Until the optionee has been issued the Shares subject to such exercise, he or she shall possess no rights as a
stockholder with respect to such Shares. The Company reserves, at any and all times in the Company's sole discretion, the right to establish, decline to approve or terminate any program or procedures
for the exercise of Options by means of a method set forth in subsection (iv) above, including with respect to one or more Participants specified by the Company notwithstanding that such
program or procedures may be available to other Participants. 


        (e)   At
the Committee's discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, Shares or a combination of cash and Shares. A fractional
Share shall not be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof. 




        6.5   Separation from Service.    Except as otherwise provided in the applicable Award Agreement, an Option or SAR
may be exercised only to the extent that it is then exercisable, and if at all times during the period beginning with the date of granting such Award (or if later, the date on which the Participant
first became an Employee, Director or Consultant) and ending on the date of exercise of such Award the Participant is an Employee, Non-Employee Director or Consultant, and shall terminate
immediately upon a Separation from Service by the Participant. Notwithstanding the foregoing provisions of this Section 6.5 to the contrary, the Committee may
determine in its discretion that an 


9







 

Option
or SAR may be exercised following any such Separation from Service, whether or not exercisable at the time of such separation; provided, however, that in no event may an Option or SAR be
exercised after the expiration date of such Award specified in the applicable Award Agreement, except as provided in Section 6.4(a). 



        6.6    Ten Percent Stock Rule.    Notwithstanding any other provisions in the Plan, if at the time an Option is
otherwise to be granted pursuant to the Plan, the optionee or rights holder owns directly or indirectly (within the meaning of Section 424(d) of the Code) Shares of the Company possessing more
than ten
percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or Subsidiary or Affiliate corporations (within the meaning of Section 422(b)(6) of the
Code), then any Incentive Stock Option to be granted to such optionee or rights holder pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and the Option Price
shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Shares of the Company, and such Option by its terms shall not be exercisable after the expiration of five
(5) years from the date such Option is granted. 


 Section 7. Restricted Shares and Restricted Share Units.  


        7.1   Grant.



        (a)   Subject
to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Restricted Shares and Restricted Share
Units shall be granted, the number of Restricted Shares and/or the number of Restricted Share Units to be granted to each Participant, the duration of the period during which, and the conditions under
which, the Restricted Shares and Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards. The Restricted Share and Restricted Share Unit Awards shall
be evidenced by Award Agreements in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the terms and conditions provided hereunder and any
additional terms and conditions established by the Committee that are consistent with the terms of the Plan. 


        (b)   Each
Restricted Share and Restricted Share Unit Award made under the Plan shall be for such number of Shares as shall be determined by the Committee and set forth in the
Award Agreement containing the terms of such Restricted Share or Restricted Share Unit Award. Such agreement shall set forth a period of time (which shall be not less than one year for Participants
other than Non-Employee Directors and Outside Directors) during which the Participant receiving such Award must remain in the continuous employment (or other service-providing capacity) of
the Company in order for the forfeiture and transfer restrictions to lapse. If the Committee so determines, the restrictions may lapse during such restricted period in installments with respect to
specified portions of the Shares covered by the Restricted Share or Restricted Share Unit Award. The Award Agreement may also, in the discretion of the Committee, set forth performance or other
conditions (including, but not limited to, performance goals based on the criteria listed in Section 11 of the Plan) that will subject the Shares to forfeiture and transfer restrictions. The
Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Restricted Share and Restricted Share Unit Awards. 




        7.2   Delivery of Shares and Transfer Restrictions.



        (a)   At
the time a Restricted Share Award is granted, a certificate representing the number of Shares awarded thereunder shall be registered in the name of the Participant
receiving such Award. Such certificate shall be held by the Company or any custodian appointed by the Company for the account of the Participant receiving such Award subject to the terms and
conditions of the Plan, and shall bear such a legend setting forth the restrictions imposed thereon as the Committee, in its discretion, may determine. The foregoing to the contrary notwithstanding,
the Committee 



10







 

may,
in its discretion, provide that a Participant's ownership of Restricted Shares prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such
certificates, be evidenced by a "book entry" (i.e., a computerized or manual entry) in the records of the Company or its designated agent in the name of
the Participant who has received such Award, and confirmation and account statements sent to the Participant with respect to such book-entry Shares may bear the restrictive legend
referenced in the preceding sentence. Such records of the Company or such agent shall, absent manifest error, be binding on all Participants who receive Restricted Share Awards evidenced in such
manner. The holding of Restricted Shares by the Company or such an escrow holder, or the use of book entries to evidence the ownership of Restricted Shares, in accordance with this
Section 7.2(a), shall not affect the rights of Participants as owners of the Restricted Shares awarded to them, nor affect the restrictions applicable to such
shares under the Award Agreement or the Plan, including the transfer restrictions. 



        (b)   Unless
otherwise provided in the applicable Award Agreement, the Participant receiving an Award of Restricted Shares shall have all rights of a stockholder with respect
to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions: (i) the Participant shall not be entitled to
delivery of the stock certificate until the expiration of the restricted period and the fulfillment of any other restrictive conditions set forth in the Award Agreement with respect to such Shares;
(ii) none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such restricted period or until after the fulfillment of any such
other restrictive conditions; and (iii) except as otherwise determined by the Committee at or after grant, all of the Shares shall be forfeited and all rights of the Participant to such Shares
shall terminate, without further obligation on the part of the Company, unless the Participant remains in the continuous employment of the Company for the entire restricted period in relation to which
such Shares were granted and unless any other restrictive conditions relating to the Restricted Share Award are met. Restricted Share Units shall be subject to similar transfer restrictions as
Restricted Share Awards, except that no Shares are actually awarded to a Participant who is granted Restricted Share Units on the date of grant, and such Participant shall have no rights of a
stockholder with respect to such Restricted Share Units until the restrictions set forth in the applicable Award Agreement have lapsed. 




        7.3    Termination of Restrictions.    At the end of the restricted period and provided that any other restrictive
conditions of the Restricted Share Award are met, or at such earlier time as otherwise determined by the Committee, all restrictions set forth in the Award Agreement relating to the Restricted Share
Award or in the Plan shall lapse as to the Restricted Shares subject thereto, and a stock certificate for the appropriate number of Shares, free of the restrictions and restricted stock legend, shall
be delivered to the Participant or the Participant's beneficiary or estate, as the case may be (or, in the case of book-entry Shares, such restrictions and restricted stock legend shall be
removed from the confirmation and account statements delivered to the Participant or the Participant's beneficiary or estate, as the case may be, in book-entry form). The Company shall
have the right to repurchase Restricted Shares at their original issuance price or other stated or formula price (or to require forfeiture of such Shares if issued at no cost) in the event that
conditions specified in the Award Agreement with respect to such Restricted Shares are not satisfied prior to the end of the applicable restricted period. 


        7.4    Payment of Restricted Share Units.    Each Restricted Share Unit shall have a value equal to the Fair Market
Value of a Share. Restricted Share Units may be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Committee, upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Award Agreement. The applicable Award Agreement shall specify whether a Participant will be entitled to receive dividend equivalent
rights in respect of Restricted Share Units at the time of any payment of dividends to stockholders on Shares. If the applicable Award Agreement specifies that a Participant will be entitled 


11







 

to
dividend equivalent rights, (i) the amount of any such dividend equivalent right shall equal the amount that would be payable to the Participant as a stockholder in respect of a number of
Shares equal to the number of vested Restricted Share Units then credited to the Participant, and (ii) any such dividend equivalent right shall be paid in accordance with the Company's payment
practices as may be established from time to time and as of the date on which such dividend would have been payable in respect of outstanding Shares (and in accordance with Section 409A of the
Code with regard to Awards subject thereto); provided, that no dividend equivalents shall be currently paid on Restricted Share Units that are not yet vested. Except as otherwise determined by the
Committee at or after grant, Restricted Share Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, and all Restricted Share Units and all rights
of the grantee to such Restricted Share Units shall terminate, without further obligation on the part of the Company, unless the Participant remains in continuous employment of the Company for the
entire restricted period in relation to which such Restricted Share Units were granted and unless any other restrictive conditions relating to the Restricted Share Unit Award are met. 


 Section 8. Performance Awards.  



        8.1    Grant.    The Committee shall have sole and complete authority to determine the Participants who shall receive
a Performance Award, which shall consist of a right that is (i) denominated in cash or Shares (including but not limited to Restricted Shares and Restricted Share Units), (ii) valued, as
determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and (iii) payable at such time and in
such form as the Committee shall determine. 


        8.2    Terms and Conditions.    Subject to the terms of the Plan and any applicable Award Agreement, the Committee
shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or
transfer to be made pursuant to any Performance Award, and may amend specific provisions of the Performance Award; provided, however, that such amendment may not adversely affect existing Performance
Awards made within a performance period commencing prior to implementation of the amendment. 


        8.3    Payment of Performance Awards.    Performance Awards may be paid in a lump sum or in installments following the
close of the performance period or, in accordance with the procedures established by the Committee, on a deferred basis. Separation from Service prior to the end of any performance period, other than
for reasons of death or Disability, will result in the forfeiture of the Performance Award, and no payments will be made. Notwithstanding the foregoing, the Committee may in its discretion, waive any
performance goals and/or other terms and conditions relating to a Performance Award. A Participant's rights to any Performance Award may not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of in any manner, except by will or the laws of descent and distribution, and/or except as the Committee may determine at or after grant. 


 Section 9. Other Stock-Based Awards.  


        The Committee shall have the authority to determine the Participants who shall receive an Other Stock-Based Award, which shall consist
of any right that is (i) not an Award described in Sections 6 and 7 above and (ii) an Award of Shares or an Award
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the
Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other
Stock-Based Award. 


12









 







































 Section 10. Non-Employee Director and Outside Director Awards.  


        10.1    The
Board may provide that all or a portion of a Non-Employee Director's annual retainer, meeting fees and/or other awards or compensation as determined by
the Board, be payable (either automatically or at the election of a Non-Employee Director) in the form of Non-Qualified Stock Options, Restricted Shares, Restricted Share Units
and/or Other Stock-Based Awards, including unrestricted Shares. The Board shall determine the terms and conditions of any such Awards, including the terms and conditions which shall apply upon a
termination of the Non-Employee Director's service as a member of the Board, and shall have full power and authority in its discretion to administer such Awards, subject to the terms of
the Plan and applicable law. 


        10.2    The
Board may also grant Awards to Outside Directors pursuant to the terms of the Plan, including any Award described in Sections 6,
7 and 9 above. With respect to such Awards, all references in the Plan to the Committee shall be deemed to be references to the Board. 


 Section 11. Provisions Applicable to Covered Officers and Performance Awards.  



        11.1    Notwithstanding
anything in the Plan to the contrary, unless the Committee determines that a Performance Award to be granted to a Covered Officer should not qualify as
"performance-based compensation" for purposes of Section 162(m), Performance Awards granted to Covered Officers shall be subject to the terms and provisions of this
Section 11. 


        11.2    The
Committee may grant Performance Awards to Covered Officers based solely upon the attainment of performance targets related to one or more performance goals selected
by the Committee from among the goals specified below. For the purposes of this Section 11, performance goals shall be limited to one or more of the following
Company, Subsidiary, operating unit, business segment or division financial performance measures: 




	(a)
	earnings
before any one or more of the following: interest, taxes, depreciation, amortization and/or stock compensation;



	(b)
	net
sales;



	(c)
	operating
(or gross) income or profit;



	(d)
	pretax
income before allocation of corporate overhead and/or bonus;



	(e)
	operating
efficiencies;



	(f)
	operating
income as a percentage of net sales;



	(g)
	return
on equity, assets, capital, capital employed or investment;



	(h)
	after
tax operating income;



	(i)
	net
income;



	(j)
	earnings
or book value per Share;



	(k)
	financial
ratios;



	(l)
	cash
flow(s);



	(m)
	total
sales or revenues or sales or revenues per employee;



	(n)
	capital
expenditures as a percentage of net sales;



	(o)
	total
operating expenses, or some component or combination of components of total operating expenses, as a percentage of net sales; 




13







 


	(p)
	stock
price or total stockholder return, including any comparisons with stock market indices;



	(q)
	appreciation
in or maintenance of the price of the common stock or any publicly-traded securities of the Company;



	(r)
	dividends;



	(s)
	debt
or cost reduction;



	(t)
	comparisons
with performance metrics of peer companies;



	(u)
	comparisons
of Company stock price performance to the stock price performance of peer companies;



	(v)
	strategic
business objectives, consisting of one or more objectives based on meeting specified cost targets, meeting or reducing budgeted expenditures,
attaining division, group or corporate financial goals, meeting business expansion goals (including, without limitation, developmental, strategic or manufacturing milestones of products or projects in
development, execution of contracts with current or prospective customers and development of business expansion strategies) and meeting goals relating to acquisitions, joint ventures or collaborations
or divestitures;



	(w)
	economic
value-added models; or



	(x)
	any
combination thereof. 





Each
goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary,
operating unit, business segment or division of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons
relating to capital, stockholders' equity and/or Shares outstanding, or to assets or net assets. The Committee may appropriately adjust any evaluation of performance under criteria set forth in this
Section 11.2 to exclude any of the following events that occurs during a performance period: (i) asset impairments or write-downs, (ii) litigation or
claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for
reorganization and restructuring programs, (v) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's
discussion and analysis of financial condition and results of operations appearing in the Company's annual report to stockholders for the applicable year, (vi) the effect of adverse federal,
governmental or regulatory action, or delays in federal, governmental or regulatory action or (vii) any other event either not directly related to the operations of the Company or not within
the reasonable control of the Company's management; provided that the Committee commits to make any such adjustments within the 90 day period set forth in
Section 11.4. 


        11.3    With
respect to any Covered Officer: (a) the maximum number of Shares in respect of which all Performance Awards may be granted in any fiscal year under
Section 8 of the Plan is 75,000; (b) the maximum amount of all Performance Awards that are settled in cash and that may be granted in any fiscal year under
Section 8 of the Plan is $2,000,000; and (c) the maximum number of all Shares in respect of which Options or SARs (taken together) may be granted in any
fiscal year under the Plan is 100,000. The individual Covered Officer limitations set forth in this Section 11.3 shall be cumulative; that is, to the extent that
Shares or cash for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in that fiscal year, the number of Shares (or amount
of cash, as the case may be) available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until used. 


14







 

        11.4    In
the case of grants of Performance Awards with respect to which compliance with Section 162(m) is intended, no later than 90 days following the
commencement of each performance period (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (1) select the performance
goal or goals applicable to the performance period, (2) establish the
various targets and bonus amounts which may be earned for such performance period, and (3) specify the relationship between performance goals and targets and the amounts to be earned by each
Covered Officer for such performance period. Following the completion of each performance period, the Committee shall certify in writing (which may be set forth in the minutes of the Committee)
whether the applicable performance targets have been achieved and the amounts, if any, payable to Covered Officers for such performance period. In determining the amount earned by a Covered Officer
for a given performance period, subject to any applicable Award Agreement, the Committee shall have the right to reduce (but not increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of individual or corporate performance for the performance period. 


        11.5    Unless
otherwise expressly stated in the relevant Award Agreement, each Performance Award granted to a Covered Officer under the Plan is intended to be
performance-based compensation within the meaning of Section 162(m). Accordingly, unless otherwise determined by the Committee, if any provision of the Plan or any Award Agreement relating to
such an Award does not comply or is inconsistent with Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no
provision shall be deemed to confer upon the Committee discretion to increase the amount of compensation otherwise payable to a Covered Officer in connection with any such Award upon the attainment of
the performance criteria established by the Committee. 


 Section 12. Separation from Service.  


        12.1    The
Committee shall have the full power and authority to determine the terms and conditions that shall apply to any Award upon a Separation from Service with the
Company, its Subsidiaries and Affiliates, including a separation from the Company with or without Cause, by a Participant voluntarily, including for Good Reason, or by reason of death, Disability,
Early Retirement or Normal Retirement, and may provide such terms and conditions in the Award Agreement or in such rules and regulations as it may prescribe. 


        12.2    Unless
otherwise provided in this Plan, an Award Agreement, or by a contractual agreement between the Company or a Subsidiary and a Participant, if a Participant's
employment with or service to the Company or a Subsidiary terminates before the restrictions imposed on the Award lapse, the performance goals have been satisfied or the Award otherwise vests, such
Award shall be forfeited. 


 Section 13. Change in Control.  



        13.1    Certain Terminations.    Unless otherwise provided by the Committee, or in an Award Agreement or by a
contractual agreement between the Company or a Subsidiary and a Participant, if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant's
employment with or service to the Company or a Subsidiary or Affiliate (or any of their successors) is terminated for any reason, all outstanding Awards of such Participant shall vest, become
immediately exercisable and payable and have all restrictions lifted. 


        13.2    Accelerated Vesting.    The Committee may (in accordance with Section 409A, to the extent applicable),
in its discretion, provide in any Award Agreement, or, in the event of a Change in Control, may take such actions as it deems appropriate to provide, for the acceleration of the exercisability,
vesting and/or settlement in connection with such Change in Control of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such conditions (if any), including 


15







 

termination
of the Participant's service prior to, upon, or following such Change in Control, to such extent as the Committee shall determine. In the event of a Change of Control, and without the
consent of any Participant, the Committee may, in its discretion, provide that for a period of at least fifteen (15) days prior to the Change in Control, any Options or Stock Appreciation
Rights shall be exercisable as to all Shares subject thereto and that upon the occurrence of the Change in Control, such Stock Options or Stock Appreciation Rights shall terminate and be of no further
force and effect. 


        13.3    Assumption, Continuation or Substitution.    In the event of a Change in Control, the surviving, continuing,
successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the "Acquiror"), may (in accordance with Section 409A, to the extent applicable), without
the consent of any Participant, either assume or continue the Company's rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or
substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror's stock, as applicable; provided, that in the event of such an
assumption, the Acquiror must grant the rights set forth in Section 13.1 to the Participant in respect of such assumed Awards. For purposes of this Section, if so
determined by the Committee, in its discretion, an Award denominated in Shares shall be deemed assumed if, following the Change in Control, the Award (as adjusted, if applicable, pursuant to
Section 4.2 hereof) confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each Share subject to the
Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or
property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common
stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each Share subject to the
Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Shares pursuant to the Change in Control. Any Award or portion
thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate
and cease to be outstanding effective as of the time of consummation of the Change in Control. 


        13.4    Cash-Out of Awards.    The Committee may (in accordance with Section 409A, to the extent
applicable), in its discretion at or after grant and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or a portion thereof
outstanding immediately prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested Share including pursuant to
Section 13.2 subject to such Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in
Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per Share in the Change
in Control, reduced by the exercise or purchase price per share, if any, under such Award (which payment may, for the avoidance of doubt, be $0, in the event the per share exercise or purchase price
of an Award is greater than the per share consideration in connection with the Change in Control). In the event such determination is made by the Committee, the amount of such payment (reduced by
applicable withholding taxes, if any), if any, shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in
Control and may be paid in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards. 


        13.5    Performance Awards.    The Committee may (in accordance with Section 409A, to the extent applicable),
in its discretion at or after grant, provide that in the event of a Change in Control, (i) any outstanding Performance Awards relating to performance periods ending prior to the Change in
Control which have been earned but not paid shall become immediately payable, (ii) all 


16







 

then-in-progress
performance periods for Performance Awards that are outstanding shall end, and either (A) any or all Participants shall be deemed to have earned an
award equal to the relevant target award opportunity for the performance period in question, or (B) at the Committee's discretion, the Committee shall determine the extent to which performance
criteria have been met with respect to each such Performance Award, if at all, and (iii) the Company shall cause to be paid to each Participant such partial or full Performance Awards, in cash,
Shares or other property as determined by the Committee, within thirty (30) days of such Change in Control, based on the Change in Control consideration, which amount may be zero if applicable.
In the absence of such a
determination, any Performance Awards relating to performance periods that will not have ended as of the date of a Change in Control shall be terminated and canceled for no further consideration. 


 Section 14. Amendment and Termination.  


        14.1    Amendments to the Plan.    The Board may amend, alter, suspend, discontinue or terminate the Plan or any
portion thereof at any time (and in accordance with Section 409A of the Code with regard to Awards subject thereto); provided that no such amendment, alteration, suspension, discontinuation or
termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable
to comply. 


        14.2    Amendments to Awards.    Subject to the restrictions of Section 6.2, the
Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively in time (and
in accordance with Section 409A of the Code with regard to Awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary. 


        14.3    Adjustments of Awards upon the Occurrence of Certain Unusual or Nonrecurring Events.    The Committee is
hereby authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (and shall make
such adjustments for the events described in Section 4.2 hereof) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or
any Subsidiary or Affiliate, or of changes in applicable laws, regulations or accounting principles. 


 Section 15. General Provisions.  


        15.1    Limited Transferability of Awards.    Except as otherwise provided in the Plan, an Award Agreement or by the
Committee at or after grant, no Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and
distribution. No transfer of an Award by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and
an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer. No transfer of an Award for value shall be
permitted under the Plan. 


        15.2    Dividend Equivalents.    In the sole and complete discretion of the Committee, an Award may provide the
Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividend or dividend equivalents which are not paid
currently may, at the Committee's discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends or dividend equivalents credited in connection with Performance
Awards, be credited as additional Performance Awards and paid to the Participant if and when, and to the 


17







 

extent
that, payment is made pursuant to such Award. The total number of Shares available for grant under Section 4 shall not be reduced to reflect any dividends or
dividend equivalents that are reinvested into additional Shares or credited as Performance Awards. Notwithstanding the foregoing, with respect to an Award subject to Section 409A of the Code,
the payment, deferral or crediting of any dividends or dividend equivalents shall conform to the requirements of Section 409A of the Code and such requirements shall be specified in writing. 


        15.3.    Compliance with Section 409A of the Code.    No Award (or modification thereof) shall provide for
deferral of compensation that does not comply with Section 409A of the Code unless the Committee, at the time of grant, specifically provides that the Award is not intended to comply with
Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, if one or more of the payments or benefits received or to be received by a Participant pursuant to an Award
would cause the Participant to incur any additional tax or interest under Section 409A of the Code, the Committee may reform such provision to maintain to the maximum extent practicable the
original intent of the applicable provision without violating the provisions of Section 409A of the Code. In addition, if a Participant is a Specified Employee at the time of his or her
Separation from Service, any payments with respect to any Award subject to Section 409A of the Code to which the Participant would otherwise be entitled by reason of such Separation from
Service shall be made on the date that is six months after the Participant's Separation from Service (or, if earlier, the date of the Participant's death). Although the Company intends to administer
the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for
favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Participant for any tax, interest,
or penalties that Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan. 


        15.4    No Rights to Awards.    No Person shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each Participant. 



        15.5    Share Certificates.    All certificates for Shares or other securities of the Company or any Subsidiary or
Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations and other requirements of the SEC or any state securities commission or regulatory authority, any stock exchange or other market upon which such Shares or other securities
are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 



        15.6    Tax Withholding.    A Participant may be required to pay to the Company or any Subsidiary or Affiliate and the
Company or any Subsidiary or Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan, or from any
compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding or other tax-related
obligations in respect of an Award, its exercise or any other transaction involving an Award, or any payment or transfer under an Award or under the Plan and to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee may provide for additional cash payments to holders of Options to defray or offset any
tax arising from the grant, vesting, exercise or payment of any Award. Without limiting the generality of the foregoing, the Committee may in its discretion permit a Participant to satisfy or arrange
to satisfy, in whole or in part, the tax obligations incident to an Award by: (a) electing to have the Company withhold Shares or other property otherwise deliverable to such Participant
pursuant to the Award (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required federal, state local and foreign withholding obligations
using the minimum statutory 


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withholding
rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income) and/or (b) tendering to the Company Shares
owned by such Participant (or by such Participant and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company's or the Affiliates' or
Subsidiaries' incurring an adverse accounting charge, based, in each case, on the Fair Market Value of the Shares on the payment date as determined by the Committee. All such elections shall be
irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 


        15.7    Award Agreements.    Each Award hereunder shall be evidenced by an Award Agreement that shall be delivered
(including, but not limited to, through an online equity incentive plan management portal) to
the Participant and may specify the terms and conditions of the Award and any rules applicable thereto. In the event of a conflict between the terms of the Plan and any Award Agreement, the terms of
the Plan shall prevail. The Committee shall, subject to applicable law, determine the date an Award is deemed to be granted. The Committee or, except to the extent prohibited under applicable law, its
delegate(s) may establish the terms of agreements or other documents evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement's or document's effectiveness
that such agreement or document be executed by the Participant, including by electronic signature or other electronic indication of acceptance, and that such Participant agree to such further terms
and conditions as specified in such agreement or document. The grant of an Award under this Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject
to such conditions, as are specified in this Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the agreement or other document evidencing such Award. 



        15.8    No Limit on Other Compensation Arrangements.    Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Shares, Restricted Share Units,
Other Stock-Based Awards or other types of Awards provided for hereunder. 


        15.9    No Right to Employment.    The grant of an Award shall not be construed as giving a Participant the right to
be retained in the employ of the Company or any Subsidiary or Affiliate. Further, the Company or a Subsidiary or Affiliate may at any time dismiss a Participant from employment, free from any
liability or any claim under the Plan, unless otherwise expressly provided in an Award Agreement. 


        15.10    No Rights as Stockholder.    Subject to the provisions of the Plan and the applicable Award Agreement, no
Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until such person has become a holder of such
Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Shares hereunder, the applicable Award Agreement shall specify if and to what extent the Participant shall not be
entitled to the rights of a stockholder in respect of such Restricted Shares. 


        15.11    Governing Law.    The validity, construction and effect of the Plan and any rules and regulations relating to
the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles. 


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


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        15.13    Other Laws.    The Company will not be obligated to issue, deliver or transfer any Shares pursuant to the
Plan or to remove restrictions from Shares previously delivered pursuant to the Plan until: (a) all conditions of the applicable Award Agreement have been met or removed to the satisfaction of
the Committee; (b) all other legal matters, including receipt of consent or approval of any regulatory body and compliance with any state or federal securities or other law, in connection with
the issuance and delivery of such Shares have been satisfied; (c) the Participant or holder or beneficiary of the Shares or Award has executed and delivered to the Company such representations
or agreements as the Committee may consider appropriate to satisfy the requirements of any state or federal securities or other law; and (d) such issuance would not entitle the Company to
recover amounts under Section 16(b) of the Exchange Act from such Participant or holder or beneficiary of the Shares or Award. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's counsel necessary to the lawful issuance of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue the Shares as to which such requisite authority shall not have been obtained. 


        15.14    No Trust or Fund Created.    Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary or Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to
receive payments from the Company or any Subsidiary or Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary
or Affiliate. 


        15.15    No Fractional Shares.    No fractional Shares shall be issued or delivered pursuant to the Plan or any Award,
and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated. 


        15.16    Headings.    Headings are given to the sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 


 Section 16. Term of The Plan.  


        16.1    Effective Date.    The Plan shall be effective upon the date that it is adopted by the Board (the "Effective
Date"). The Plan shall be approved by the Company's stockholders at a meeting duly held in accordance with applicable law within twelve (12) months before or after the Effective Date. Upon such
approval of the Plan, all Awards granted under the Plan on or after the Effective Date shall be fully effective as if such approval had occurred on the Effective Date. If the Plan is not approved as
set forth in this section, any Awards granted under the Plan shall be null and void and of no effect. 


        16.2    Expiration Date.    No new Awards shall be granted under the Plan after the tenth (10th)
anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the Committee
to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after the tenth (10th) anniversary of
the Effective Date. 


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Exhibit 10.1