Exhibit 10.2 -- 2008 Equity Incentive Plan



 Exhibit 10.2 
 FORM OF 
 MADISON SQUARE CAPITAL, INC. 
 2008 EQUITY INCENTIVE PLAN 
  







 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
	Article I	  	 DEFINITIONS
	  	1
			
	1.01.	  	 Acquiring Person
	  	1
	1.02.	  	 Affiliate
	  	1
	1.03.	  	 Agreement
	  	1
	1.04.	  	 Associate
	  	1
	1.05.	  	 Board
	  	1
	1.06.	  	 Change in Control
	  	1
	1.07.	  	 Code
	  	2
	1.08.	  	 Committee
	  	2
	1.09.	  	 Common Stock
	  	2
	1.10.	  	 Company
	  	2
	1.11.	  	 Continuing Director
	  	2
	1.12.	  	 Control Change Date
	  	3
	1.13.	  	 Corresponding SAR
	  	3
	1.14.	  	 Exchange Act
	  	3
	1.15.	  	 Fair Market Value
	  	3
	1.16.	  	 Initial Value
	  	3
	1.17.	  	 Option
	  	3
	1.18.	  	 Other Equity-Based Award
	  	3
	1.19.	  	 Participant
	  	4
	1.20.	  	 Performance Shares
	  	4
	1.21.	  	 Person
	  	4
	1.22.	  	 Plan
	  	4
	1.23.	  	 SAR
	  	4
	1.24.	  	 Stock Award
	  	5
			
	Article II	  	 PURPOSES
	  	5
			
	Article III	  	 ADMINISTRATION
	  	5
			
	Article IV	  	 ELIGIBILITY
	  	6
			
	Article V	  	 COMMON STOCK SUBJECT TO PLAN
	  	6
			
	5.01.	  	 Common Stock Issued
	  	6
	5.02.	  	 Aggregate Limit
	  	6
	5.03.	  	 Replenishment of Shares
	  	7
	5.04.	  	 Reallocation of Shares
	  	7
			
	Article VI	  	 OPTIONS
	  	7
			
	6.01.	  	 Award
	  	7
	6.02.	  	 Option Price
	  	7
	6.03.	  	 Maximum Option Period
	  	8
	6.04.	  	 Nontransferability
	  	8

  

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	6.05.	  	 Transferable Options
	  	8
	6.06.	  	 Employee Status
	  	8
	6.07.	  	 Exercise
	  	9
	6.08.	  	 Payment
	  	9
	6.09.	  	 Stockholder Rights
	  	9
	6.10.	  	 Disposition of Shares
	  	9
			
	Article VII	  	 SARS
	  	10
			
	7.01.	  	 Award
	  	10
	7.02.	  	 Maximum SAR Period
	  	10
	7.03.	  	 Nontransferability
	  	10
	7.04.	  	 Transferable SARs
	  	10
	7.05.	  	 Exercise
	  	11
	7.06.	  	 Employee Status
	  	11
	7.07.	  	 Settlement
	  	11
	7.08.	  	 Stockholder Rights
	  	11
			
	Article VIII	  	 STOCK AWARDS
	  	12
			
	8.01.	  	 Award
	  	12
	8.02.	  	 Vesting
	  	12
	8.03.	  	 Employee Status
	  	12
	8.04.	  	 Stockholder Rights
	  	12
			
	Article IX	  	 PERFORMANCE SHARE AWARDS
	  	13
			
	9.01.	  	 Award
	  	13
	9.02.	  	 Earning the Award
	  	13
	9.03.	  	 Payment
	  	13
	9.04.	  	 Stockholder Rights
	  	13
	9.05.	  	 Nontransferability
	  	13
	9.06.	  	 Transferable Performance Shares
	  	14
	9.07.	  	 Employee Status
	  	14
			
	Article X	  	 OTHER EQUITY–BASED AWARDS
	  	14
			
	10.01.	  	 Award
	  	14
	10.02.	  	 Terms and Conditions
	  	14
	10.03.	  	 Payment or Settlement
	  	15
	10.04.	  	 Employee Status
	  	15
	10.05.	  	 Stockholder Rights
	  	15
			
	Article XI	  	 ADJUSTMENT UPON CHANGE IN COMMON STOCK
	  	15
			
	Article XII	  	 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
	  	16
			
	Article XIII	  	 GENERAL PROVISIONS
	  	16
			
	13.01.	  	 Effect on Employment and Service
	  	16
	13.02.	  	 Unfunded Plan
	  	16

  

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	13.03.	  	 Rules of Construction
	  	17
	13.04.	  	 Withholding Taxes
	  	17
			
	Article XIV	  	 CHANGE IN CONTROL
	  	17
			
	14.01.	  	 Impact of Change in Control
	  	17
	14.02.	  	 Assumption Upon Change in Control
	  	17
	14.03.	  	 Cash-Out Upon Change in Control
	  	18
	14.04.	  	 Limitation of Benefits
	  	18
			
	Article XV	  	 AMENDMENT
	  	20
			
	Article XVI	  	 DURATION OF PLAN
	  	20
			
	Article XVII	  	 EFFECTIVE DATE OF PLAN
	  	20

  

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 ARTICLE I 
 DEFINITIONS 
  

	1.01.	Acquiring Person 

 Acquiring Person means
that a Person, considered alone or as part of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is or becomes directly or indirectly the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of securities representing at least fifty percent (50%) of the Company’s then outstanding securities entitled to vote generally in the election of the Board. 
  

	1.02.	Affiliate 

 Affiliate means any trade or
business, whether or not incorporated that, together with the Company, would be treated as a single trade or business under Section 414 of the Code. 
  

	1.03.	Agreement 

 Agreement means a written
agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Stock Award, an award of Performance Shares, an Option, SAR or Other Equity-Based Award granted to such
Participant. 
  

	1.04.	Associate 

 Associate, with respect to any
Person, is defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. An Associate does not include the Company or a majority-owned subsidiary of the Company. 
  

	1.05.	Board 

 Board means the Board of Directors of
the Company. 
  

	1.06.	Change in Control 

 “Change in
Control” means (i) a Person is or becomes an Acquiring Person; (ii) holders of the securities of the Company entitled to vote thereon approve any agreement with a Person (or, if such approval is not required by applicable law and is
not solicited by the Company, the closing of such an agreement) that involves the transfer of all or substantially all of the Company’s total assets on a consolidated basis, as reported in the Company’s consolidated financial statements;
(iii) holders of the securities of the Company entitled to vote thereon approve a transaction (or, if such approval is not required by applicable law and is not solicited by the Company, the closing of such a transaction) pursuant to which the
Company will undergo 

  

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a merger, consolidation, or statutory share exchange with a Person, regardless of whether the Company is intended to be the surviving or resulting entity
after the merger, consolidation, or statutory share exchange, other than a transaction in which the holders of the Company’s voting securities immediately prior to the transaction own securities representing at least 50% (fifty percent)
of the voting securities of such surviving entity or its parent, immediately after the closing of such transaction; (iv) the Continuing Directors cease for any reason to constitute a majority of the Board; (v) holders of the securities of
the Company entitled to vote thereon approve a plan of complete liquidation of the Company or an agreement for the sale or liquidation by the Company of all or substantially all of the Company’s assets (or, if such approval is not required by
applicable law and is not solicited by the Company, the commencement of actions constituting such a plan or the closing of such an agreement); or (vi) the Board adopts a resolution to the effect that, in its judgment, as a consequence of any
one or more transactions or events or series of transactions or events, a Change in Control of the Company has effectively occurred. The Board shall be entitled to exercise its sole and absolute discretion in exercising its judgment and in the
adoption of such resolution, whether or not any such transaction(s) or event(s) might be deemed, individually or collectively, to satisfy any of the criteria set forth in subparagraphs (i) through (v) above. 
  

	1.07.	Code 

 Code means the Internal Revenue Code
of 1986, and any amendments thereto. 
  

	1.08.	Committee 

 Committee means the Compensation
Committee of the Board or other Board committee appointed to administer the Plan; provided, however, that if there is no committee responsible for the administration of the Plan then the Plan shall be administered by the Board and in that event
references to the “Committee” shall mean the Board. 
  

	1.09.	Common Stock 

 Common Stock means the common
stock of the Company. 
  

	1.10.	Company 

 Company means Madison Square
Capital, Inc., a Maryland corporation. 
  

	1.11.	Continuing Director 

 Continuing Director
means any member of the Board, while a member of the Board and (i) who was a member of the Board on the date the Plan is adopted by the Board or (ii) whose nomination for or election to the Board was recommended or approved by a majority
of the Continuing Directors. 
  

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	1.12.	Control Change Date 

 Control Change Date
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions. 
  

	1.13.	Corresponding SAR 

 Corresponding SAR means
an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates. 
  

	1.14.	Exchange Act 

 Exchange Act means the
Securities Exchange Act of 1934, as amended. 
  

	1.15.	Fair Market Value 

 Fair Market Value means,
on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange. If, on any given date, the Common Stock is not listed for trading on the New York Stock Exchange, then Fair Market Value shall be
the “closing” price of a share of Common Stock on such other exchange on which the Common Stock is listed for trading or, if the Common Stock is not listed on any exchange, the amount determined by the Committee using any reasonable method
in good faith. 
  

	1.16.	Initial Value 

 Initial Value means, with
respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided,
however, that the price shall not be less than the Fair Market Value on the date of grant. 
  

	1.17.	Option 

 Option means a stock option that
entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement. 
  

	1.18.	Other Equity-Based Award 

 Other Equity-Based
Award means any award other than an Option, SAR, a Performance Share award or a Stock Award which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights or
units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities convertible into shares of Common Stock) or other equity interests or property. 
  

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	1.19.	Participant 

 Participant means an employee
of the Company or an Affiliate, a member of the Board, or an individual who provides significant services to the Company or an Affiliate, and who satisfies the requirements of Article IV and is selected by the Committee to receive an award of
Performance Shares or a Stock Award, Option, SAR, Other Equity-Based Award or a combination thereof. 
  

	1.20.	Performance Shares 

 Performance Shares means
an award, in the amount determined by the Committee, stated with reference to a specified number of shares of Common Stock or other securities or property, that in accordance with the terms of an Agreement entitles the holder to receive a payment
equal to the value of the Performance Share on the date of payment. 
  

	1.21.	Person 

 “Person” means any human
being, firm, corporation, partnership, or other entity. “Person” also includes any human being, firm, corporation, partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. The term “Person”
does not include the Company or any Related Entity, and the term Person does not include any employee-benefit plan maintained by the Company or any Related Entity, or any person or entity organized, appointed, or established by the Company or any
Related Entity for or pursuant to the terms of any such employee-benefit plan, unless the Board determines that such an employee-benefit plan or such person or entity is a “Person”. 
  

	1.22.	Plan 

 Plan means this Madison Square
Capital, Inc. 2008 Equity Incentive Plan. 
  

	1.23.	SAR 

 SAR means a stock appreciation right
that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair market Value at the time of exercise over the
Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise. 
  

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	1.24.	Stock Award 

 Stock Award means shares of
Common Stock awarded to a Participant under Article VIII. 
 ARTICLE II 
 PURPOSES 
 The Plan is intended to assist the Company and its Affiliates
in recruiting and retaining individuals and other service providers with ability and initiative by enabling such persons or entities to participate in the future success of the Company and its Affiliates and to associate their interests with those
of the Company and its stockholders. The Plan is intended to permit the grant of both Options qualifying under Section 422 of the Code (“incentive stock options”) and Options not so qualifying, and the grant of SARs, Stock Awards,
Performance Shares, and Other Equity-Based Awards in accordance with the Plan and any procedures that may be established by the Committee. No Option that is intended to be an incentive stock option shall be invalid for failure to qualify as an
incentive stock option. The proceeds received by the Company from the sale of shares of Common Stock pursuant to this Plan shall be used for general corporate purposes. 
 ARTICLE III 
 ADMINISTRATION 
 The Plan shall be administered by the Committee. The Committee shall have authority to grant SARs, Stock Awards, Performance Shares, Options and Other
Equity-Based Awards upon such terms (not inconsistent with the provisions of this Plan), as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any
part of an Option or SAR or on the transferability or forfeitability of a Stock Award, an award of Performance Shares or an Other Equity-Based Award. Notwithstanding any such conditions, the Committee may, in its discretion, accelerate the time at
which any Option or SAR may be exercised, or the time at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity-Based Award or an award of Performance Shares may be settled. In
addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan (including rules and
regulations that require or allow Participants to defer the payment of benefits under the Plan); and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to
the Committee shall not be construed as limiting any power or authority of the Committee. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the
Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement, Option, SAR, Stock Award, Other Equity-Based Award or award of Performance Shares. All expenses of administering this Plan shall be borne by the
Company. 
  

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 ARTICLE IV 
 ELIGIBILITY 
 Any employee of the Company or an Affiliate (including a corporation that
becomes an Affiliate after the adoption of this Plan) and any member of the Board is eligible to participate in this Plan. In addition, any other individual who provides significant services to the Company or an Affiliate is eligible to participate
in this Plan if the Committee, in its sole discretion, determines that the participation of such person or entity is in the best interest of the Company. 
 ARTICLE V 
 COMMON STOCK SUBJECT TO PLAN 
  

	5.01.	Common Stock Issued 

 Upon the award of
shares of Common Stock pursuant to a Stock Award, an Other Equity-Based Award or in settlement of an award of Performance Shares, the Company may deliver to the Participant shares of Common Stock or treasury shares from its authorized but unissued
Common Stock. Upon the exercise of any Option, SAR or Other Equity-Based Award denominated in shares of Common Stock, the Company may deliver to the Participant (or the Participant’s broker if the Participant so directs), shares of Common Stock
from its authorized but unissued Common Stock. 
  

	5.02.	Aggregate Limit 

 (a) The maximum aggregate
number of shares of Common Stock that may be issued under this Plan pursuant to the exercise of Options and SARs, the grant of Stock Awards or Other Equity-Based Awards and the settlement of Performance Shares is equal to 50,000 shares. 

(b) The maximum number of shares of Common Stock that may be issued under this Plan in accordance with Section 5.02(a) and any additional shares
authorized for issuance under this Plan under Section 5.04 shall be subject to adjustment as provided in Article XI. 
 (c) The maximum
number of shares of Common Stock that may be issued upon the exercise of Options that are incentive stock options or Corresponding SARs that are related to incentive stock options shall be determined in accordance with Section 5.02(a) and
5.02(b) and shall not be adjusted in accordance with Section 5.03. 
  

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	5.03.	Replenishment of Shares 

 Beginning
January 1, 2009, and on each January 1 thereafter during the term of the Plan, the maximum aggregate number of shares of Common Stock that may be issued under this Plan pursuant to the exercise of Options (other than incentive stock
options) and SARs (other than corresponding SARs that are related to incentive stock options), the grant of Stock Awards or Other-Equity Based Awards and the settlement of Performance Shares shall be increased by one-half of one percent (0.5%) of
any additional shares of Common Stock issued by the Company in the preceding year (but subsequent to a date that is six months following the completion of the Company’s initial public offering of the Common Stock); provided, however, that the
maximum aggregate number of shares of Common Stock that may be issued under this Plan shall be 2,000,000 shares. The adjustment required under this Section 5.03 shall be made as of each January 1 during the term of the Plan.
Notwithstanding the preceding sentence, no adjustment shall be made under this Section 5.03 on account of an increase in the number of outstanding shares of Common Stock (i) on account of the issuance of shares of Common Stock under this
Plan or (ii) arising as a result of a transaction or event described in the first paragraph of Article XI. 
  

	5.04.	Reallocation of Shares 

 If any award or
grant under the Plan expires, is forfeited or is terminated without having been exercised or paid (whether in cash or Common Stock), then any shares of Common Stock covered by such lapsed, cancelled, expired or unexercised portion of such award or
grant shall be available for the grant of other Options, SARs, Stock Awards, Other Equity-Based Awards and settlement of Performance Shares under this Plan. 
 ARTICLE VI 
 OPTIONS 
  

	6.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such awards. 
  

	6.02.	Option Price 

 The price per share of Common
Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market Value on the date the Option is granted. Except as provided in Article XI, the price per share of an
outstanding Option may not be reduced (by amendment, cancellation and new grant or otherwise) without the approval of shareholders. 
  

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	6.03.	Maximum Option Period 

 The maximum period in
which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted. The terms of any Option may provide that
it is exercisable for a period less than such maximum period. 
  

	6.04.	Nontransferability 

 Except as provided in
Section 6.05, each Option granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. In the event of any transfer of an Option (by the Participant or his transferee), the Option and any
Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities. Except as provided in Section 6.05, during the lifetime of the Participant to whom the Option is granted, the Option may be
exercised only by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 
  

	6.05.	Transferable Options 

 Section 6.04 to
the contrary notwithstanding, if the Agreement provides, an Option that is not an incentive stock option may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family
members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of an Option transferred pursuant to
this Section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Option except by will or the laws of descent
and distribution. In the event of any transfer of an Option (by the Participant or his transferee), the Option and any Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities. 

 

	6.06.	Employee Status 

 For purposes of determining
the applicability of Section 422 of the Code (relating to incentive stock options), or in the event that the terms of any Option provide that it may be exercised only during employment or continued service or within a specified period of time
after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous
employment or service. 
  

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	6.07.	Exercise 

 Subject to the provisions of this
Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that incentive stock options
(granted under the Plan and all plans of the Company and its Affiliates) may not be first exercisable in a calendar year for shares of Common Stock having a Fair Market Value (determined as of the date an Option is granted) exceeding $100,000. An
Option granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time
to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the Option. The exercise of an Option shall result in the termination of any Corresponding SAR to the extent of the number of shares
with respect to which the Option is exercised. 
  

	6.08.	Payment 

 Subject to rules established by the
Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified check, by tendering shares of Common Stock or by attestation of ownership of shares of Common Stock (which, in either
case if acquired from the Company, have been held by the Participant for at least six months) or by a broker-assisted cashless exercise. If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash
equivalent and the Fair Market Value (determined as of the day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised. 
  

	6.09.	Stockholder Rights 

 No Participant shall
have any rights as a stockholder with respect to shares subject to an Option until the date of exercise of such Option. 
  

	6.10.	Disposition of Shares 

 A Participant shall
notify the Company of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was an incentive stock option if such sale or disposition occurs (i) within two years of the grant of an Option or
(ii) within one year of the issuance of shares of Common Stock to the Participant. Such notice shall be in writing and directed to the Secretary of the Company. 
  

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 ARTICLE VII 
 SARS 
  

	7.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such awards. No Participant may be granted Corresponding SARs (under the Plan and all plans of
the Company and its Affiliates) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock having an aggregate Fair Market Value (determined as of the date the related Option is granted)
that exceeds $100,000. 
  

	7.02.	Maximum SAR Period 

 The term of each SAR
shall be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant. The terms of any SAR may provide that it has a term that is less than such maximum period. 
  

	7.03.	Nontransferability 

 Except as provided in
Section 7.04, each SAR granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. In the event of any such transfer, a Corresponding SAR and the related Option must be transferred to the same
person or persons or entity or entities. Except as provided in Section 7.04, during the lifetime of the Participant to whom the SAR is granted, the SAR may be exercised only by the Participant. No right or interest of a Participant in any SAR
shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 
  

	7.04.	Transferable SARs 

 Section 7.03 to the
contrary notwithstanding, if the Agreement provides, an SAR, other than a Corresponding SAR that is related to an incentive stock option, may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more
trusts for the benefit of such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of
an SAR transferred pursuant to this Section shall be bound by the same terms and conditions that governed the SAR during the period that it was held by the Participant; provided, however, that such transferee may not transfer the SAR except by will
or the laws of descent and distribution. In the event of any transfer of a Corresponding SAR (by the Participant or his transferee), the Corresponding SAR and the related Option must be transferred to the same person or person or entity or entities.

  

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	7.05.	Exercise 

 Subject to the provisions of this
Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that a Corresponding SAR that is
related to an incentive stock option may be exercised only to the extent that the related Option is exercisable and only when the Fair Market Value exceeds the option price of the related Option. An SAR granted under this Plan may be exercised with
respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable
Agreement with respect to the remaining shares subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares with respect to which the SAR is exercised.

  

	7.06.	Employee Status 

 If the terms of any SAR
provide that it may be exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service. 
  

	7.07.	Settlement 

 At the Committee’s
discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and Common Stock. No fractional share will be deliverable upon the exercise of an SAR but a cash payment
will be made in lieu thereof. 
  

	7.08.	Stockholder Rights 

 No Participant shall, as
a result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock. 
  

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 ARTICLE VIII 
 STOCK AWARDS 
  

	8.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom a Stock Award is to be made and will specify the number of shares of Common Stock covered by such awards. 
  

	8.02.	Vesting 

 The Committee, on the date of the
award, may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period of time or subject to such conditions as may be set forth in the Agreement. By way of example and not of limitation, the
Committee may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted subject to the attainment of objectives stated with reference to the Company’s, an Affiliate’s or a business unit’s
attainment of objectives stated with respect to performance criteria established by the Committee. 
  

	8.03.	Employee Status 

 In the event that the terms
of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period of employment or continuous service, the Committee may decide in each case to what extent leaves of absence for
governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service. 
  

	8.04.	Stockholder Rights 

 Unless otherwise
specified in accordance with the applicable Agreement, while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or are nontransferable, a Participant will have all rights of a stockholder with respect to a Stock Award,
including the right to receive dividends and vote the shares; provided, however, that during such period (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares granted pursuant to a Stock Award,
(ii) the Company shall retain custody of the certificates evidencing shares granted pursuant to a Stock Award, (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award and
(iv) dividends paid in Common Stock shall become nonforfeitable and transferable to the same extent, and subject to the same terms and conditions, as the related Stock Award. The limitations set forth in the preceding sentence shall not apply
after the shares granted under the Stock Award are transferable and are no longer forfeitable. 
  

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 ARTICLE IX 
 PERFORMANCE SHARE AWARDS 
  

	9.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom an award of Performance Shares is to be made and will specify the number of shares of Common Stock or other securities or property covered by such awards. 
  

	9.02.	Earning the Award 

 The Committee, on the
date of the grant of an award, may prescribe that the Performance Shares will be earned, and the Participant will be entitled to receive payment pursuant to the award of Performance Shares, only upon the satisfaction of performance objectives and
such other criteria as may be prescribed by the Committee. 
  

	9.03.	Payment 

 In the discretion of the Committee,
the amount payable when an award of Performance Shares is earned may be settled in cash, by the issuance of shares of Common Stock, by the delivery of other securities or property or a combination thereof. A fractional share of Common Stock shall
not be deliverable when an award of Performance Shares is earned, but a cash payment will be made in lieu thereof. Performance Shares may be paid in a lump sum or in installments following the close of the performance measuring period or, in
accordance with procedures established by the Committee, on a deferred basis. 
  

	9.04.	Stockholder Rights 

 A Participant, as a
result of receiving an award of Performance Shares, shall not have any rights as a stockholder until, and then only to the extent that, the award of Performance Shares is earned and settled in shares of Common Stock. After an award of Performance
Shares is earned and settled in shares, a Participant will have all the rights of a stockholder as described in Section 8.05. 
  

	9.05.	Nontransferability 

 Except as provided in
Section 9.06, Performance Shares granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. No right or interest of a Participant in any Performance Shares shall be liable for, or subject to, any
lien, obligation, or liability of such Participant. 
  

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	9.06.	Transferable Performance Shares 

 Section 9.05 to the contrary notwithstanding, if the Agreement provides, an award of Performance Shares may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit
of such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of Performance Shares
transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Performance Shares during the period that they were held by the Participant; provided, however that such transferee may not transfer Performance
Shares except by will or the laws of descent and distribution. 
  

	9.07.	Employee Status 

 In the event that the terms
of any Performance Share award provide that no payment will be made unless the Participant completes a stated period of employment or continued service, the Committee may decide to what extent leaves of absence for government or military service,
illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service. 
 ARTICLE X 

 OTHER EQUITY–BASED AWARDS 
  

	10.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom an Other Equity-Based Award is to be made and will specify the number of shares of Common Stock or other equity interests covered by such awards. 
  

	10.02.	Terms and Conditions 

 The Committee, at the
time an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be
forfeitable, nontransferable or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion and set forth in the Agreement. Other Equity-Based Awards may be granted to
Participants, either alone or in addition to other awards granted under the Plan, and Other Stock-Based Awards may be granted in the settlement of other Awards granted under the Plan. 
  

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	10.03.	Payment or Settlement 

 Other Equity-Based
Awards valued in whole or in part by reference to, or otherwise based on, shares of Common Stock, shall be payable or settled in shares of Common Stock, cash or a combination of Common Stock and cash, as determined by the Committee in its
discretion. Other Equity-Based Awards denominated as equity interests in other than shares of Common Stock may be paid or settled in shares or units of such equity interests or cash or a combination of both as determined by the Committee in its
discretion. 
  

	10.04.	Employee Status 

 If the terms of any Other
Equity-Based Award provides that it may be earned or exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of
absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service. 
  

	10.05.	Stockholder Rights 

 A Participant, as a
result of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other Equity-Based Award is earned and settled in shares of Common Stock. 
 ARTICLE XI 
 ADJUSTMENT UPON
CHANGE IN COMMON STOCK 
 The maximum number of shares as to which Options, SARs, Performance Shares, Stock Awards and Other
Equity-Based Awards may be granted and the terms of outstanding Stock Awards, Options, SARs, Performance Shares and Other Equity-Based Awards shall be adjusted as the Board shall determine to be equitably required in the event that (i) the
Company (a) effects one or more stock dividends, extra-ordinary cash dividends, stock split-ups, subdivisions or consolidations of shares or (b) engages in a transaction to which Section 424 of the Code applies or (ii) there
occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article XI by the Board shall be final and conclusive. 
 The issuance by the Company of stock of any class, or securities convertible into stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of stock or obligations of the Company convertible into such stock or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Performance Shares, Stock Awards and Other Equity-Based Awards may be granted or the terms of outstanding Stock Awards, Options, SARs, Performance Shares
or Other Equity-Based Awards. 
  

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 The Committee may make Stock Awards and may grant Options, SARs, Performance Shares or Other Equity-Based
Awards in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction
described in the first paragraph of this Article XI. Notwithstanding any provision of the Plan (other than the limitation of Section 5.02), the terms of such substituted Stock Awards, SARs, Other Equity-Based Awards, Options or Performance
Shares shall be as the Committee, in its discretion, determines is appropriate. 
 ARTICLE XII 
 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES 
 No Option or SAR shall be exercisable, no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with
all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the Company’s
shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any stock certificate issued to evidence shares of Common Stock when a Stock Award is granted, a Performance Share or Other
Equity-Based Award is settled or for which an Option or SAR is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option or SAR shall be
exercisable, no Stock Award or Performance Share shall be granted, no shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained
such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters. 
 ARTICLE XIII

 GENERAL PROVISIONS 
  

	13.01.	Effect on Employment and Service 

 Neither
the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the employ or service of the Company or an Affiliate or in
any way affect any right and power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor. 
  

	13.02.	Unfunded Plan 

 This Plan, insofar as it
provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. 

  

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Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be
created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company. 
  

	13.03.	Rules of Construction 

 Headings are given to
the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

  

	13.04.	Withholding Taxes 

 Each Participant shall be
responsible for satisfying any income and employment tax withholding obligations attributable to participation in the Plan. Unless otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any
cash payable in settlement of an award of Performance Shares, SARs or Other Equity-Based Award) or a cash equivalent acceptable to the Committee. Any minimum statutory federal, state, district or city withholding tax obligations also may be
satisfied (a) by surrendering to the Company shares of Common Stock previously acquired by the Participant; provided, that if such shares were acquired from the Company they have been held by the Participant for at least six months; (b) by
authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable to the Participant upon the exercise of an Option or SAR, the settlement of a Performance Share award or an Other Equity-Based Award (if
applicable) or the grant or vesting of a Stock Award; or (c) by any other method as may be approved by the Committee. If shares of Common Stock are used to pay all or part of such withholding tax obligation, the Fair Market Value of the shares
surrendered, withheld or reduced shall be determined as of the day the tax liability arises. 
 ARTICLE XIV 
 CHANGE IN CONTROL 
  

	14.01.	Impact of Change in Control. 

 Upon a Change
in Control, the Committee is authorized to cause (i) outstanding Options and SARs to become fully exercisable thereafter, (ii) outstanding Stock Awards to become transferable and nonforfeitable thereafter and (iii) outstanding
Performance Shares and Other Equity-Based Awards to become earned and nonforfeitable in their entirety. 
  

	14.02.	Assumption Upon Change in Control. 

 In the
event of a Change in Control the Committee, in its discretion and without the need for a Participant’s consent, may provide that an outstanding Option, SAR, Stock Award, 

  

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Performance Share or Other Equity-Based Award shall be assumed by, or a substitute award granted by, the surviving entity in the Change in Control. Such
assumed or substituted award shall be of the same type of award as the original Option, SAR, Stock Award, Performance Share or Other Equity-Based Award being assumed or substituted. The assumed or substituted award shall have a value, as of the
Control Change Date, that is substantially equal to the value of the original award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee determines is equitably
required and such other terms and conditions as may be prescribed by the Committee. 
  

	14.03.	Cash-Out Upon Change in Control. 

 In the
event of a Change in Control the Committee, in its discretion and without the need of a Participant’s consent, may provide that each Option, SAR, Stock Award and Performance Share and Other Equity-Based Award shall be cancelled in exchange for
a payment. The payment may be in cash, shares of Common Stock or other securities or consideration received by stockholders in the Change in Control transaction. The amount of the payment shall be an amount that is substantially equal to
(i) the amount by which the price per share received by stockholders in the Change in Control exceeds the option price or Initial Value in the case of an Option and SAR, or (ii) the price per share received by stockholders for each share
of Common Stock subject to a Stock Award, Performance Share or Other Equity-Based Award or (iii) the value of the other securities or property in which the Performance Share or Other Equity-Based award is denominated. If the option price or
Initial Value exceeds the price per share received by stockholders in the Change in Control transaction, the Option or SAR may be cancelled under this Section 14.03 without any payment to the Participant. 
  

	14.04.	Limitation of Benefits 

 The benefits that a
Participant may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Plan, are referred to as
“Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Article XI, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow a Participant to
receive a greater Net After Tax Amount than a Participant would receive absent a reduction. 
 The Accounting Firm will first determine the
amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total Parachute Payments. 
 The Accounting Firm will next determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax
under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. 
  

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 The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the
Participant with the higher Net After Tax Amount. If the Participant will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any noncash benefits under this Plan or any other plan, agreement or
arrangement (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any cash benefits under this Plan or any other plan, agreement or arrangement (with the source of the reduction to be directed by the
Participant). The Accounting Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Participant and the Company a copy of its detailed calculations
supporting that determination. 
 As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the
Accounting Firm makes its determinations under this Article XIV, it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under this Article XIV (“Overpayments”), or
that additional amounts should be paid or distributed to the Participant under this Article XIV (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the
Company or the Participant, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay to the Company, without
interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which
the Participant is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has
occurred, the Accounting Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by the Company. 
 For purposes of this Article XIV, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before
the Control Change Date. For purposes of this Article XIV, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any
State or local income taxes applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as
the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Article XIV, the term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in
accordance with Code Section 280G and the regulations promulgated or proposed thereunder. 
  

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 Notwithstanding any other provision of this Article XIV, the limitations and provisions of this Article
XIV shall not apply to any Participant who, pursuant to an agreement with the Company or the terms of another plan maintained by the Company, is entitled to indemnification for any liability that the Participant may incur under Code
Section 4999. 
 ARTICLE XV 
 AMENDMENT 
 The Board may amend or terminate this Plan at any time; provided, however, that no amendment may
adversely impair the rights of Participants with respect to outstanding awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if such approval is required by law or the rules of any exchange on which the
Common Stock is listed or if the amendment would materially increase the benefits accruing to Participants under the Plan, materially increase the aggregate number of shares of Common Stock that may be issued under the Plan or materially modify the
requirements as to eligibility for participation in the Plan. 
 ARTICLE XVI 
 DURATION OF PLAN 
 No Stock Award, Performance Share award, Option, SAR
or Other Equity-Based Award may be granted under this Plan after the tenth anniversary of the date that the Plan is adopted by the Board of Directors. Stock Awards, Performance Share awards, Options, SARs and Other Equity-Based Awards granted before
such date shall remain valid in accordance with their terms. 
 ARTICLE XVII 
 EFFECTIVE DATE OF PLAN 
 Options, Stock Awards, Performance Shares and
Other Equity-Based Awards may be granted under this Plan on and after the date that the Plan is adopted by the Board, provided that, this Plan shall not be effective unless approved by a majority of the stockholders of Common Stock entitled to vote
and present or represented by properly executed and delivered proxies at a duly held stockholders’ meeting at which a quorum is present or by unanimous consent of the stockholders, within twelve months before or after the date that the Plan is
adopted by the Board. 
  

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