**Exhibit 4.2**

**SEASPAN CORPORATION**

**STOCK INCENTIVE PLAN**

**SECTION 1. Purpose of the Plan.**

The SeaspanCorporation Stock Incentive Plan (the “Plan”) is intended to promote the interests of Seaspan Corporation, a Marshall Islands company (the “Company”), by encouraging Employees, Consultants and Directors to acquire or increasetheir equity interest in the Company and to provide a means whereby they may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote theirbest efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. The Plan is also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services ofindividuals who are essential for the growth and profitability of the Company. 

**SECTION 2. Definitions.**

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

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, iscontrolled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,whether through ownership of voting securities, by contract or otherwise. 

“Award” means an Option, Restricted Stock, PhantomShare or Other Stock-Based Award. 

“Award Agreement” means any written or electronic agreement, contract, instrument or documentevidencing any Award, which may, but need not, be executed or acknowledged by a Participant. 

“Board” means the Board ofDirectors of the Company, as constituted from time to time. 

“Code” means the Internal Revenue Code of 1986, as amended from timeto time, and the rules and regulations thereunder. 

“Committee” means the administrator of the Plan in accordance withSection 3, and shall include reference to the Compensation Committee of the Board (or any other committee of the Board designated, from time to time, by the Board to act as the Committee under the Plan), the Board or a subcommittee of theBoard, as applicable. 

“Consultant” means any individual who is not an Employee or a Director and who provides consulting,advisory or other similar services to the Company or a subsidiary of the Company and shall include any Person who is eligible to be covered under the Form S-8 filed for the Plan with the SEC. 

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

“Employee” means any employee of the Company or an Affiliate. 

“Exchange Act” means theSecurities Exchange Act of 1934, as amended. 

“Fair Market Value” means, as of any applicable date, the last reported sales pricefor a Share on the New York Stock Exchange (or such other national securities exchange which constitutes the principal trading market for the Shares) for the applicable date as reported by such reporting service approved by the Committee; provided,however, that if Shares shall not have been quoted or traded on such applicable date, Fair Market Value shall be determined based on the next preceding date on which they were quoted or traded, or, if deemed appropriate by the 

Committee, in such other manner as it may determine to be appropriate. In the event the Shares are not publicly traded at the time a determination of itsFair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by the Committee. 

“Option” means a stock option granted under the Plan. 

“Other Stock-Based Award” means an Award grantedpursuant to Section 6(d) of the Plan. 

“Participant” means any Employee, Consultant or Director granted an Award under thePlan. 

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

“Phantom Shares” means an Award of theright to receive Shares, cash equal to the Fair Market Value of such Shares or any combination thereof, in the Committee’s discretion. 

“Restricted Period” means the period established by the Committee with respect to an Award during which the Award either remains subject to forfeiture or is not exercisable by the Participant, as the case may be. 

“Restricted Stock” means any Share prior to the lapse of the Restricted Period with respect to such Shares. 

“Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from timeto time. 

“SEC” means the Securities and Exchange Commission or any successor thereto. 

“Shares” or “Common Shares” or “Common Stock” means the common stock of the Company and such other securities or propertyas may become the subject of Awards under the Plan. 

**SECTION 3. Administration.**

(a) The Committee. The Plan shall be administered by the Board or such committee of the Board as designated, from time to time, by the Board to actas the Committee under the Plan. 

(b) Committee Powers. A majority of the Committee shall constitute a quorum, and the acts of themembers of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the terms of the Plan andapplicable 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 to: (i) designate Participants; (ii) determine the type or types of Awardsto be granted to a Participant; (iii) 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; (iv) determine the terms and conditions ofany Award; (v) 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 methodsby which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive suchrules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for theadministration of the Plan. 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, any Participant, any holder or beneficiary of any Award, any stockholder and any other Person. 

(c) Delegation to a Subcommittee. The Committee may, subject to any applicable law, regulatory, securities exchange or other similar restrictions,delegate to one or more members of the Board or officers of the 

 

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Company (the “subcommittee”) the authority to administer the Plan as to Awards to Employees and Consultants who are not subject toSection 16(b) of the Exchange Act. The Committee may impose such limitations and restrictions, in addition to any required restrictions/limitations, as the Committee may determine in its sole discretion. Any grant made pursuant to such adelegation shall be subject to all of the provisions of the Plan concerning this type of Award. 

**SECTION 4. Shares Available for Awards.**

(a) Shares Available. Subject to adjustment as provided in paragraph (c) below, the number of Shares that may be issuedwith respect to Awards granted under the Plan shall be 1,000,000. If an Award is forfeited or otherwise lapses, expires, terminates or is canceled without the actual delivery of Shares or is settled in cash, then the Shares covered by such Award, tothe extent of such forfeiture, expiration, lapse, termination, cancellation or cash settlement, shall again be Shares that may be issued with respect to Awards granted under the Plan. Shares tendered to or withheld by the Company to satisfy its taxwithholding obligations or the exercise price shall be available for issuance under future Awards, subject to the overall limitation provided in the first sentence above. 

(b) 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 treasury Shares. 

(c) Adjustments. In the event of a stock dividend or stock split with respect to Shares, the number of Shares with respect to which Awards may begranted, the number of Shares subject to outstanding Awards and the grant or exercise price with respect to outstanding Awards automatically shall be proportionately adjusted, without action by the Committee; provided, however, such automaticadjustment shall be evidenced by written addendums to the Plan and Award Agreements prepared by the Company and, with respect to Options, shall be in accordance with the Treasury Regulations concerning Incentive Stock Options. Further, in the eventthat the Committee determines that any distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, reorganization, merger, spin-off, combination, repurchase, or exchange of Shares or other securities ofthe Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to bemade available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted,(ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holderof an outstanding Award; provided that the number of Shares subject to any Award denominated in Shares shall always be a whole number. 

**SECTION 5.Eligibility.**

Any Employee, Consultant or Director shall be eligible to be designated a Participant by the Committee. Noindividual shall have any right to be granted an Award pursuant to this Plan. 

**SECTION 6. Awards.**

(a) Options. Subject to the provisions of the Plan, the Committee shall have the authority to determine Participants to whom Options shall begranted, the number of Shares to be covered by each Option, the purchase price therefor and the conditions and limitations applicable to the exercise of the Option, including the following terms and conditions and such additional terms andconditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan. An Option may not be granted only to those Persons with respect to whom, for purposes of Section 409A, the Shares are “stock of theservice recipient.” 

(1) Exercise Price. The purchase price per Share purchasable under an Option shall bedetermined by the Committee at the time the Option is granted, but shall not be less than the Fair Market Value per Share on the effective date of such grant. 

 

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(2) Time and Method of Exercise. The Committee shall determine and provide in theAward Agreement or by action subsequent to the grant the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms (which may include, without limitation, cash, check acceptableto the Company, Shares already-owned, Shares issuable upon Option exercise, a “cashless-broker” exercise (through procedures approved by the Committee), or any combination thereof, having a Fair Market Value on the exercise date equal tothe relevant exercise price) in which payment of the exercise price and tax withholding obligation with respect thereto may be made or deemed to have been made. The Committee shall also determine the performance or other conditions, if any, thatmust be satisfied before all or part of an Option may vest and be exercised. No portion of an Option which is unexercisable at termination of the Participant’s employment or service, as applicable, shall thereafter become exercisable, except asmay be otherwise provided by the Committee either in the Award Agreement or by action following the grant of the Option. 

(b) RestrictedStock. Subject to the provisions of the Plan, the Committee shall have the authority to determine the Participants to whom Restricted Stock shall be granted, the number of Shares of Restricted Stock to be granted to each such Participant, theduration of the Restricted Period during which, and the conditions or other criteria, including the passage of time, under which the Restricted Stock may vest or be forfeited to the Company, and the other terms and conditions of such Awards, if any.

(1) Dividends. Dividends paid on Restricted Stock may be paid directly to the Participant, may be subject to risk offorfeiture and/or transfer restrictions during any period established by the Committee or sequestered and held in a bookkeeping cash account (with or without interest) or reinvested on an immediate or deferred basis in additional shares of CommonStock, which credit or shares may be subject to the same restrictions as the underlying Award or such other restrictions, all as determined by the Committee in its discretion, as provided in the Award Agreement. 

(2) Registration. Any Restricted Stock may be evidenced in such manner as the Committee shall deem appropriate, including, withoutlimitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Stock granted under the Plan, such certificate shall be registered in the name of theParticipant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. 

(3) Forfeiture and Restrictions Lapse. Except as otherwise determined by the Committee or the terms of the Award Agreement, upon a Participant’s termination of employment or service (as determined undercriteria established by the Committee) for any reason during the applicable Restricted Period, all Restricted Stock shall be forfeited by the Participant and re-acquired by the Company. The Committee may waive in whole or in part any or allremaining restrictions with respect to such Participant’s Restricted Stock. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be issued to the holder of Restricted Stock promptly after the applicablerestrictions have lapsed or otherwise been satisfied. 

(4) Restrictions. Restricted Stock shall be subject to suchrestrictions on transferability and other restrictions as the Committee may impose (including, without limitation, restrictions on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions maylapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. During the Restricted Period, Restricted Stockwill be subject to such limitations on transfer as necessary to comply with Section 83 of the Code. 

(c) Phantom Shares. TheCommittee shall have the authority to grant Awards of Phantom Shares to Participants upon such terms and conditions as the Committee may determine. 

(1) Terms and Conditions. Each Phantom Share Award shall constitute an agreement by the Company to issue or transfer a specified number of Shares or pay an amount of cash equal to the Fair Market Value of aspecified number of Shares, or a combination thereof to the Participant in the future, subject to the fulfillment during the Restricted Period of such conditions, including the passage of time, if 

 

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any, as the Committee may specify at the date of grant. During the Restricted Period, the Participant shall not have any rights of ownership in the PhantomShares and shall not have any right to vote such shares. 

(2) Dividend Equivalents. Any Phantom Share award mayprovide, in the discretion of the Committee, that any or all dividends or other distributions paid on Shares during the Restricted Period be credited in a cash bookkeeping account (with or without interest) or that equivalent additional PhantomShares be awarded, which account or Phantom Shares may be subject to the same restrictions as the underlying Award or such other restrictions as the Committee may determine. 

(3) Forfeiture and Restrictions Lapse. Except as otherwise determined by the Committee or set forth in the Award Agreement, upon aParticipant’s termination of employment or service (as determined under criteria established by the Committee) for any reason during the applicable Restricted Period, all Phantom Shares shall be forfeited by the Participant. The Committee maywaive in whole or in part any or all remaining restrictions with respect to such Participant’s Phantom Shares. 

(4)Payment of Phantom Shares. Phantom Shares shall be paid in cash and/or in Shares, in the sole discretion of the Committee, in a lump sum following the close of the Restricted Period. 

(d) Other Stock-Based Awards. The Committee may grant to Participants an Other Stock-Based Award, which shall consist of an Award denominated orpayable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares. Subject to the terms of the Plan, the Committee shall determine the terms and conditions of any such Other Stock-Based Award. An Other Stock-BasedAward may be paid in cash, Shares or any combination thereof in the discretion of the Committee. 

(e) General. 

(1) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or inaddition to, in tandem with, any other Award granted under the Plan or any award granted under any other plan of the Company or any Subsidiary. Awards granted in addition to or in tandem with other Awards or awards granted under any other plan maybe granted either at the same time as or at a different time from the grant of such other Awards or awards. 

(2) Limitson Transfer of Awards. 

(A) Except as provided in paragraph (C) below, each Award, and each right under any Award,shall be exercisable only by the Participant during the Participant’s lifetime, or if permissible under applicable law, by the Participant’s guardian or legal representative as determined by the Committee. 

(B) Except as provided in paragraph (C) below, no Award and no right under any such Award may be assigned, alienated, pledged,attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported prohibited assignment, alienation, pledge, attachment, sale, transfer or encumbranceshall be void and unenforceable against the Company or any Subsidiary. 

(C) To the extent specifically approved in writingby the Committee, an Award may be transferred to immediate family members or related family trusts, limited partnerships or similar entities on such terms and conditions as the Committee may establish or approve. 

(3) Terms of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided, that in noevent shall the term of any Award exceed a period of 10 years from the date of its grant. 

(4) Share Certificate. Allcertificates for Shares or other securities of the Company or any Subsidiary delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such 

 

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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,any stock exchange 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 suchrestrictions. 

(5) Consideration for Grants. Awards may be granted for no cash consideration or for suchconsideration as the Committee determines including, without limitation, such minimal cash consideration as may be required by applicable law. 

(6) Delivery of Shares or other Securities and Payment by Participant of Consideration. No Shares or other securities shall be delivered pursuant to any Award until payment in full of any amount required to bepaid pursuant to the Plan or the applicable Award Agreement (including, without limitation, any exercise price or tax withholding) is received by the Company. Such payment may be made by such method or methods and in such form or forms as theCommittee shall determine, including, without limitation, cash, Shares, other securities, other Awards or other property, withholding of Shares, cashless exercise with simultaneous sale, or any combination thereof, provided that the combined value,as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Shares or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount required to be paidpursuant to the plan or the applicable Award Agreement to the Company. 

**SECTION 7. Amendment and Termination.**

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan: 

(1) Amendments to the Plan. The Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan without theconsent of any stockholder, Participant, other holder or beneficiary of an Award, or other Person. 

(2) Amendments toAwards. The Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change in any Award shall materially adversely affect the rights of a Participant under the Award without theconsent of such Participant. 

**SECTION 8. General Provisions.**

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

(b) Tax Withholding. The Company or anyAffiliate is authorized to withhold from any Award, from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Shares, or other property) of any taxes required to bewithheld by the Company or Affiliate in respect of the Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under the Award and to take such other action as may be necessary in the opinion of the Company to satisfy allof its obligations for the payment of such taxes. In addition, the Committee may provide, in an Award Agreement, that the Participant may direct the Company to satisfy such Participant’s tax withholding obligations through the withholding ofShares otherwise to be acquired upon the exercise or payment of such Award. 

(c) No Right to Employment or Retention. The grant ofan Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate or under any other service contract with the Company or any Affiliate, or to remain on the Board. Further, the Company oran Affiliate may at any time dismiss a Participant from employment or terminate any contractual agreement or relationship with any Consultant, free from any liability or any claim under the Plan, with or without cause, unless otherwise expresslyprovided in the Plan, in any Award Agreement or any other agreement or contract between the Company or an Affiliate and the 

 

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affected Participant. If a Participant’s employer ceases to be an Affiliate, such Participant shall be deemed to have terminated employment for purposesof the Plan, unless specifically provided otherwise in the Award Agreement. 

(d) Change of Control, Unusual Transactions or Events.In the event of any distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, reorganization, merger, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, orany corporate transaction, as defined in Treasury Regulations §1.424-1(a)(3), “change of ownership, or effective control of a corporation or change of ownership of a substantial portion of the assets of a corporation,” as defined inthe Treasury Regulations under Section 409A of the Code, or event or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or ofchanges in applicable laws, regulations or accounting principles, and whenever the Committee determines that action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made availableunder the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles, the Committee, in its sole discretion and on such terms and conditions as itdeems appropriate, either by amendment of the terms of any outstanding Awards or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take anyone or more of the following actions: 

(1) To provide for either (A) termination of any such Award in exchange for anamount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction orevent described in this Section 8(d) the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by theCompany without payment) or (B) the replacement of such Award with other rights or property selected by the Committee in its sole discretion; 

(2) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of thesuccessor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and 

(3) To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Awards and/or in the terms and conditions of(including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future; 

(4) To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and

(5) To provide that the Award cannot vest, be exercised or become payable after such event. 

(e) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined inaccordance with the laws of New York and applicable U.S. federal law. 

(f) Severability. If any provision of the Plan or any Awardis 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 ordeemed 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 suchjurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. 

(g) OtherLaws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award, permit the exercise of an Award and/or the satisfaction of its tax withholding obligation in the 

 

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manner elected by the Participant, holder or beneficiary if, acting in its sole discretion, it determines that the issuance of transfer or such Shares orsuch other consideration, the manner of exercise or satisfaction of the tax withholding obligation might violate any applicable law or regulation. 

(h) No Trust or Fund Created. Neither the Plan nor the 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 Affiliate and a Participant or any otherPerson. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any Subsidiary.

(i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committeeshall 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 cancelled, terminated, or otherwise eliminated.

(j) Headings. Headings are given to the Section and subsections of the Plan solely as a convenience to facilitate reference. Suchheadings shall not be deemed in any way material or relevant to the construction or interpretation of the plan or any provision thereof. 

**SECTION 9.Compliance with Section 409A**. Nothing in the Plan or any Award Agreement shall operate or be construed to cause the Plan or an Award to fail to comply with the requirements of Section 409A of the Internal Revenue Code. With respectto an Award that is subject to Section 409A of the Code, notwithstanding anything in the Plan or the Award Agreement to the contrary, 

(1) payment under the Plan may not be made earlier than as permitted by Section 409A(a)(2) of the Code, i.e., a separation from service, death, a specified time (or fixed schedule) specified at the date of thedeferral, a “change in ownership, control or effective control, as provided in regulations or other guidance under Section 409A”, or the occurrence of an unforeseen event; 

(2) the time or schedule of any payment under the Plan may not be accelerated except as provided in regulations or guidance issued underSection 409A; 

(3) no elections may be made by a Participant to defer compensation under the Plan; and 

(4) no elections may be made by a Participant to change the time and form of payment under the Plan. 

**SECTION 10. Effective Date of Plan.**

The Planshall become effective as of the date it is approved by the Board. 

**SECTION 11. Term of the Plan.**

No Award shall be granted under the Plan after the 10th anniversary of the date this Plan is adopted by the Board. However, unless otherwise expresslyprovided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive anyconditions or rights under such Award, shall extend beyond such termination date. 

 

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