Exhibit 10.2


 


 


Garmin
Ltd.


 


2005
Equity Incentive Plan


 


as amended and restated
on October 21, 2016 


 




     


     


    

 


	 	 	Page
	 	 	 
	Article 1. Establishment, Objectives and Duration	1
	1.1.	Establishment and Amendment of the Plan.	1
	1.2.	Objectives of the Plan.	1
	1.3.	Duration of the Plan.	1
	 	 	 
	Article 2. Definitions	1
	 	 	 
	Article 3. Administration	8
	3.1.	Board and Plan Committee.	8
	3.2.	Powers of the Board.	9
	 	 	 
	Article 4. Shares Subject to the Plan	11
	4.1.	Number of Shares Available.	11
	4.2.	Adjustments in Authorized Shares.	12
	 	 	 
	Article 5. Eligibility and General Conditions of Awards	12
	5.1.	Eligibility.	12
	5.2.	Grant Date.	12
	5.3.	Maximum Term.	13
	5.4.	Award Agreement.	13
	5.5.	Restrictions on Share Transferability.	13
	5.6.	Termination of Affiliation.	13
	5.7.	Nontransferability of Awards.	16
	5.8.	Section 162(m) Performance Awards.	17
	 	 	 
	Article 6. Stock Options	20
	6.1.	Grant of Options.	20
	6.2.	Award Agreement.	20
	6.3.	Option Price.	20
	6.4.	Grant of Incentive Stock Options.	20
	6.5.	Exercise of Options.	22
	 	 	 
	Article 7. Stock Appreciation Rights	23
	7.1.	Grant of SARs.	23
	7.2.	SAR Award Agreement	23
	7.3.	Exercise of SARs.	23
	7.4.	Expiration of SARs.	23
	7.5.	Payment of SAR Amount.	24
	 	 	 
	Article 8. Restricted Shares and Bonus Shares	24
	8.1.	Grant of Restricted Shares.	24
	8.2.	Bonus Shares.	24
	8.3.	Award Agreement.	24
	8.4.	Consideration.	24
	8.5.	Effect of Forfeiture.	24
	8.6.	Escrow.	25



 






     ii


     


    

 


	Article 9. Restricted Stock Units (f/k/a “Deferred Shares”)	25
	9.1.	Grant of Restricted Stock Units.	25
	9.2.	Award Agreement.	25
	9.3.	Crediting Restricted Stock Units.	25
	9.4.	Settlement of RSU Accounts.	26
	 	 	 
	Article 10. Performance Units and Performance Shares	26
	10.1.	Grant of Performance Units and Performance Shares.	26
	10.2.	Value/Performance Goals.	26
	10.3.	Payment of Performance Units and Performance Shares.	26
	10.4.	Form and Timing of Payment of Performance Units and Performance Shares.	26
	 	 	 
	Article 11. Beneficiary Designation	27
	 	 	 
	Article 12. Rights of Employees	27
	12.1.	Employment.	27
	12.2.	Participation.	27
	 	 	 
	Article 13. Amendment, Modification, and Termination	27
	13.1.	Amendment, Modification, and Termination.	27
	13.2.	Adjustments Upon Certain Unusual or Nonrecurring Events.	27
	13.3.	Awards Previously Granted.	28
	13.4.	Adjustments in Connection with Change of Control.	28
	13.5.	Prohibition on Repricings.	29
	 	 	 
	Article 14. Withholding	29
	14.1.	Mandatory Tax Withholding.	29
	14.2.	Notification under Code Section 83(b).	30
	 	 	 
	Article 15. Equity Incentive Plans of Foreign Subsidiaries	30
	 	 	 
	Article 16. Additional Provisions	30
	16.1.	Successors.	30
	16.2.	Gender and Number.	30
	16.3.	Severability.	30
	16.4.	Requirements of Law.	31
	16.5.	Securities Law Compliance.	31
	16.6.	No Rights as a Shareholder.	31
	16.7.	Nature of Payments.	32
	16.8.	Military Service.	32
	16.9.	Data Protection.	32
	16.10.	Governing Law.	32
	 	 	 
	Annex	A1


 




     iii


     


    

 


GARMIN LTD.

2005 Equity Incentive Plan


 


as amended and restated on October 21, 2016


 


Article
1. Establishment, Objectives and Duration


 


		1.1.	Establishment and Amendment of the Plan. The Board of Directors (the “Board”)
of Garmin Ltd., a Swiss company (the "Company"), hereby establishes the incentive compensation plan to be known as the
Garmin Ltd. 2005 Equity Incentive Plan (the "Plan"). The Plan was adopted by the Board of Directors of Garmin Ltd., a
Cayman Islands company (“Garmin Cayman”), on March 1, 2005 and was approved by the shareholders of Garmin Cayman on
June 3, 2005. The Plan is effective as of June 3, 2005 (the "Effective Date"). In 2006, Garmin Cayman effected a two-for-one
stock split of its common Shares (the "Stock Split"). Subject to approval of the shareholders of Garmin Cayman, the Board
of Directors of Garmin Cayman adopted an amended and restated plan effective June 5, 2009 with certain amendments reflecting the
Stock Split, updated changes in the law and an expanded type of performance-based awards eligible to be granted under the Plan.
The Plan was amended and restated on June 27, 2010 following the redomestication transaction on June 27, 2010 pursuant to which
the shares of Garmin Cayman were exchanged for shares of the Company and the Company became the public holding company of Garmin
Cayman and its subsidiaries. The Plan was amended and restated again on June 7, 2013 and on October 21, 2016.



 


		1.2.	Objectives of the Plan. The Plan is intended to allow employees of the Company and its Subsidiaries
to acquire or increase equity ownership in the Company, or to be compensated under the Plan based on growth in the Company's equity
value, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the Company,
and to assist the Company and its Subsidiaries in attracting new employees and retaining existing employees. The Plan is also intended
to optimize the profitability and growth of the Company through incentives which are consistent with the Company's goals; to provide
incentives for excellence in individual performance; and to promote teamwork.



 


		1.3.	Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in
effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 13 hereof, until all Shares
subject to it shall have been purchased or acquired according to the Plan's provisions.



 


Article
2. Definitions


 


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


 


		2.1.	"Article" means an Article of the Plan.



 




     


     


    

 


		2.2.	"Award" means Options, Restricted Shares, Bonus Shares, SARs, Restricted Stock
Units, Performance Units or Performance Shares granted under the Plan.



 


		2.3.	"Award Agreement" means a written agreement by which an Award is evidenced.



 


		2.4.	"Beneficial Owner" has the meaning specified in Rule 13d-3 of the SEC under the
Exchange Act.



 


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



 


		2.6.	"Bonus Shares" means Shares that are awarded to a Grantee without cost and without
restrictions in recognition of past performance (whether determined by reference to another employee benefit plan of the Company
or otherwise) or as an incentive to become an employee of the Company or a Subsidiary.



 


		2.7.	"Business Criteria" has the meaning set forth in Section 5.8(c).



 


		2.8.	"Cause" means, unless otherwise defined in an Award Agreement,



 


		(a)	a Grantee's conviction of, plea of guilty to, or plea of nolo contendere to a felony or other crime
that involves fraud, dishonesty or moral turpitude,



 


		(b)	any willful action or omission by a Grantee which would constitute grounds for immediate dismissal
under the employment policies of the Company or the Subsidiary by which Grantee is employed, including but not limited to intoxication
with alcohol or illegal drugs while on the premises of the Company or any Subsidiary, or violation of sexual harassment laws or
the internal sexual harassment policy of the Company or the Subsidiary by which Grantee is employed, irrespective of whether the
applicable law would allow an immediate dismissal in these cases,



 


		(c)	a Grantee's habitual neglect of duties, including but not limited to repeated absences from work
without reasonable excuse, or



 


		(d)	a Grantee's willful and intentional material misconduct in the performance of his duties that results
in financial detriment to the Company or any Subsidiary;



 


provided, however, that for purposes
of clauses (b), (c) and (d), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission
believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee
to gain, directly or indirectly, a profit to which the Grantee was not legally entitled). A Grantee who agrees to resign from his
affiliation with the Company or a Subsidiary in lieu of being terminated for Cause may be deemed to have been terminated for Cause
for purposes of the Plan.


 


		2.9.	"Change of Control" means, unless otherwise defined in an Award Agreement, any
one or more of the following:



 




    	 	- 2 -	 



     


    

 


		(a)	any Person other than (i) a Subsidiary, (ii) any employee benefit plan (or any related trust) of
the Company or any of its Subsidiaries or (iii) any Excluded Person, becomes the Beneficial Owner of 35% or more of the shares
of the Company representing 35% or more of the combined voting power of the Company (such a person or group, a "35% Owner"),
except that (i) no Change of Control shall be deemed to have occurred solely by reason of such beneficial ownership by a corporation
with respect to which both more than 60% of the common shares of such corporation and Voting Securities representing more than
60% of the aggregate voting power of such corporation are then owned, directly or indirectly, by the persons who were the direct
or indirect owners of the shares of the Company immediately before such acquisition in substantially the same proportions as their
ownership, immediately before such acquisition, of the shares of the Company, as the case may be and (ii) such corporation shall
not be deemed a 35% Owner; or



 


		(b)	the Incumbent Directors (determined using the Effective Date as the baseline date) cease for any
reason to constitute at least a majority of the directors of the Company then serving; or



 


		(c)	the consummation by the Company (whether directly involving the Company or indirectly involving
the Company through one or more intermediaries) of a merger, reorganization, consolidation, or similar transaction, or the sale
or other disposition of all or substantially all (at least 40%) of the consolidated assets of the Company or a resolution of dissolution
of the Company (any of the foregoing transactions, a "Reorganization Transaction") which is not an Exempt Reorganization
Transaction.



 


The definition of "Change of Control"
may be amended at any time prior to the occurrence of a Change of Control, and such amended definition shall be applied to all
Awards granted under the Plan whether or not outstanding at the time such definition is amended, without requiring the consent
of any Grantee. Notwithstanding the occurrence of any of the foregoing events, (a) a Change of Control shall be deemed not to have
occurred with respect to any Section 16 Person if such Section 16 Person is, by agreement (written or otherwise), a participant
on such Section 16 Person's own behalf in a transaction which causes the Change of Control to occur and (b) a Change of Control
shall not occur with respect to a Grantee if, in advance of such event, the Grantee agrees in writing that such event shall not
constitute a Change of Control.


 


		2.10.	"Change of Control Period" has the meaning set forth in Section 5.6(c).



 


		2.11.	"Change of Control Value" means the Fair Market Value of a Share on the date of
a Change of Control.



 


		2.12.	"Code" means the Internal Revenue Code of 1986, as amended from time to time,
and regulations and rulings thereunder. References to a particular section of the Code include references to successor provisions
of the Code or any successor statute.



 




    	 	- 3 -	 



     


    

 


		2.13.	"Company" has the meaning set forth in Section 1.1.



 


		2.14.	"Disabled" or "Disability" means an individual (i) is unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) is,
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not
less than 3 months under a Company-sponsored accident and health plan. Notwithstanding the foregoing, with respect to an Incentive
Stock Option, "Disability" means a permanent and total disability, within the meaning of Code Section 22(e)(3), as determined
by the Board in good faith, upon receipt of medical advice from one or more individuals, selected by the Board, who are qualified
to give professional medical advice.



 


		2.15.	"Effective Date" has the meaning set forth in Section 1.1.



 


		2.16.	"Eligible Person" means any employee (including any officer) of the Company or
any Subsidiary, including any such employee who is on an approved leave of absence or has been subject to a disability which does
not qualify as a Disability.



 


		2.17.	"Exchange Act" means the Securities Exchange Act of 1934, as amended. References
to a particular section of the Exchange Act include references to successor provisions.



 


		2.18.	"Excluded Person" means any Person who, along with such Person's Affiliates and
Associates (as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act) is the Beneficial
Owner of 15% or more of the Shares outstanding as of the Effective Date.



 


		2.19.	"Exempt Reorganization Transaction" means a Reorganization Transaction which (i)
results in the Persons who were the direct or indirect owners of the outstanding shares of the Company immediately before such
Reorganization Transaction becoming, immediately after the consummation of such Reorganization Transaction, the direct or indirect
owners of both more than 60% of the then-outstanding common shares of the Surviving Corporation and Voting Securities representing
more than 60% of the aggregate voting power of the Surviving Corporation, in substantially the same respective proportions as such
Persons' ownership of the shares of the Company immediately before such Reorganization Transaction, or (ii) after such transaction,
more than 50% of the members of the board of directors of the Surviving Corporation were Incumbent Directors at the time of the
Board's approval of the agreement providing for the Reorganization Transaction or other action of the Board approving the transaction
(or whose election or nomination was approved by a vote of at least two-thirds of the members who were members of the Board at
that time).



 




    	 	- 4 -	 



     


    

 


		2.20.	"Fair Market Value" means, unless otherwise determined or provided by the Board
in the circumstances, (A) with respect to any property other than Shares, the fair market value of such property determined by
such methods or procedures as shall be established from time to time by the Board, and (B) with respect to Shares, (i) the last
sale price (also referred to as the closing price) of a Share on such U.S. securities exchange as the Shares are then traded, for
the applicable date, (ii) if such U.S. securities exchange is closed for trading on such date, or if the Shares do not trade on
such date, then the last sales price used shall be the one on the date the Shares last traded on such U.S. securities exchange,
or (iii) in the event that there shall be no public market for the Shares, the fair market value of the Shares as determined in
good faith by the Board using a method consistently applied. Notwithstanding the above, for all Options, SARs and Deferred Shares
(RSUs) granted before June 5, 2009, Fair Market Value for purposes of establishing Option Prices, Exercise Prices or values of
Shares, respectively, was established based on the average of the high and low trading prices on the Nasdaq Global Select Market
(or, if no sale of Shares was reported for such date, on the next preceding date on which a sale of Shares was reported).



 


		2.21.	"Freestanding SAR" means any SAR that is granted independently of any Option.



 


		2.22.	"Good Reason" means any action by the Company or the Subsidiary employing a Grantee
which results in any of the following without the Grantee's consent: (a) a material diminution or other material adverse change
in the Grantee's position, authority or duties, (b) requiring the Grantee to be based at any office or location more than 50 miles
from the location where he or she was previously based; (c) a material diminution in the Grantee's compensation in the aggregate,
other than a diminution applicable to all similarly situated employees. A Grantee shall not have Good Reason to terminate his or
her position unless, (1) within 60 days following the event or circumstance set forth above in (a), (b) or (c), the Grantee notifies
the Company of such event or circumstance, (2) the Grantee gives the Company 30 days to correct the event or circumstance, and
(3) the Company does not correct, in all material respects, such event or circumstance.



 


		2.23.	"Grant Date" has the meaning set forth in Section 5.2.



 


		2.24.	"Grantee" means an individual who has been granted an Award.



 


		2.25.	"Including" or "includes" mean "including, without limitation,"
or "includes, without limitation", respectively.



 




    	 	- 5 -	 



     


    

 


		2.26.	"Incumbent Directors" means, as of any specified baseline date, individuals then
serving as members of the Board who were members of the Board as of the date immediately preceding such baseline date; provided
that any subsequently-appointed or elected member of the Board whose election, or nomination for election by shareholders of the
Company or the Surviving Corporation, as applicable, was approved by a vote or written consent of a majority of the directors then
comprising the Incumbent Directors shall also thereafter be considered an Incumbent Director, unless the initial assumption of
office of such subsequently-elected or appointed director was in connection with (i) an actual or threatened election contest,
including a consent solicitation, relating to the election or removal of one or more members of the Board, (ii) a "tender
offer" (as such term is used in Section 14(d) of the Exchange Act), or (iii) a proposed Reorganization Transaction.



 


		2.27.	"Option" means an option granted under Article 6 of the Plan, including an incentive
stock option.



 


		2.28.	"Option Price" means the price at which a Share may be purchased by a Grantee
pursuant to an Option.



 


		2.29.	"Option Term" means the period beginning on the Grant Date of an Option and ending
on the expiration date of such Option, as specified in the Award Agreement for such Option and as may, consistent with the provisions
of the Plan, be extended from time to time by the Board prior to the expiration date of such Option then in effect.



 


		2.30.	"Performance Award" means any Award that will be issued, granted, vested, exercisable
or payable, as the case may be, upon the achievement of one or more Business Criteria, as set forth in Section 5.8.



 


		2.31.	"Performance Period" has the meaning set forth in Section 10.2.



 


		2.32.	"Performance Share" or "Performance Unit" has the meaning set
forth in Article 10.



 


		2.33.	"Period of Restriction" means the period during which the transfer of Restricted
Shares is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other
events as determined by the Board) or the Shares are subject to a substantial risk of forfeiture, as provided in Article 8.



 


		2.34.	"Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof.



 


		2.35.	"Plan" has the meaning set forth in Section 1.1.



 


		2.36.	"Plan Committee" has the meaning set forth in Section 3.1.



 


		2.37.	"Reorganization Transaction" has the meaning set forth in Section 2.8(c).



 




    	 	- 6 -	 



     


    

 


		2.38.	"Restricted Shares" means Shares that are issued as an Award under the Plan that
is subject to Restrictions.



 


		2.39.	"Restricted Stock Units" (f/k/a "Deferred Shares") means units
awarded to Grantees pursuant to Article 9 hereof, which are convertible into Shares at such time as such units are no longer subject
to Restrictions as established by the Board. Restricted Stock Units are the same as "Deferred Shares" previously referred
to and granted under the Plan prior to this Amended and Restated Plan becoming effective.



 


		2.40.	"Restriction" means any restriction on a Grantee's free enjoyment of the Shares
or other rights underlying Awards, including (a) that the Grantee or other holder may not sell, transfer, pledge, or assign a Share
or right, and (b) such other restrictions as the Board may impose in the Award Agreement that are permissible under Swiss law.
Restrictions may be based on the passage of time or the satisfaction of performance criteria or the occurrence of one or more events
or conditions, and shall lapse separately or in combination upon such conditions and at such time or times, in installments or
otherwise, as the Board shall specify. Awards subject to a Restriction shall be forfeited if the Restriction does not lapse prior
to such date or the occurrence of such event or the satisfaction of such other criteria as the Board shall determine.



 


		2.41.	"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange Act, together
with any successor rule, as in effect from time to time.



 


		2.42.	"SAR" means a stock appreciation right and includes both Tandem SARs and Freestanding
SARs.



 


		2.43.	"SAR Term" means the period beginning on the Grant Date of a SAR and ending on
the expiration date of such SAR, as specified in the Award Agreement for such SAR and as may, consistent with the provisions of
the Plan, be extended from time to time by the Board prior to the expiration date of such SAR then in effect.



 


		2.44.	"SEC" means the United States Securities and Exchange Commission, or any successor
thereto.



 


		2.45.	"Section" means, unless the context otherwise requires, a Section of the Plan.



 


		2.46.	"Section 16 Person" means a person who is subject to obligations under Section
16 of the Exchange Act with respect to transactions involving equity securities of the Company.



 


		2.47.	"Share" means a registered share, CHF 0.10 par value, of the Company.



 


		2.48.	"Subsidiary" means with respect to any Person (a) any corporation of which more
than 50% of the Voting Securities are at the time, directly or indirectly, owned by such Person, and (b) any partnership or limited
liability company in which such Person has a direct or indirect interest (whether in the form of voting power or participation
in profits or capital contribution) of more than 50%. Solely with respect to a grant of an incentive stock option under the requirements
of Section 422 of the Code, "Subsidiary" means a "subsidiary corporation" as defined in Section 424(f) of the
Code.



 




    	 	- 7 -	 



     


    

 


		2.49.	"Substitute Option" has the meaning set forth in Section 6.3.



 


		2.50.	"Surviving Corporation" means the corporation resulting from a Reorganization
Transaction or, if Voting Securities representing at least 50% of the aggregate voting power of such resulting corporation are
directly or indirectly owned by another corporation, such other corporation.



 


		2.51.	"Tandem SAR" means a SAR that is granted in connection with, or related to, an
Option, and which requires forfeiture of the right to purchase an equal number of Shares under the related Option upon the exercise
of such SAR; or alternatively, which requires the cancellation of an equal amount of SARs upon the purchase of the Shares subject
to the Option.



 


		2.52.	"Tax Withholding" has the meaning set forth in Section 14.1(a).



 


		2.53.	"Termination of Affiliation" occurs on the first day on which an individual is
for any reason no longer providing services to the Company or any Subsidiary in the capacity of an employee, or with respect to
an individual who is an employee of a Subsidiary, the first day on which such Subsidiary ceases to be a Subsidiary. A Termination
of Affiliation shall have the same meaning as a "separation from service" under Code Section 409A(2)(A)(i).



 


		2.54.	"Voting Securities" of a corporation means securities of such corporation that
are entitled to vote generally in the election of directors, but not including any other class of securities of such corporation
that may have voting power by reason of the occurrence of a contingency.



 


Article
3. Administration


 


		3.1.	Board and Plan Committee. Subject to Article 13, and to Section 3.2, the Plan shall be administered
by the Board, or a committee of the Board appointed by the Board to administer the Plan ("Plan Committee"). To the extent
the Board considers it desirable for transactions relating to Awards to be eligible to qualify for an exemption under Rule 16b-3,
the Plan Committee shall consist of two or more directors of the Company, all of whom qualify as "non-employee directors"
within the meaning of Rule 16b-3. To the extent the Board considers it desirable for compensation delivered pursuant to Awards
to be eligible to qualify for an exemption from the limit on tax deductibility of compensation under Section 162(m) of the Code,
the Plan Committee shall consist of two or more directors of the Company, all of whom shall qualify as "outside directors"
within the meaning of Code Section 162(m). The number of members of the Plan Committee shall from time to time be increased or
decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants
of Awards or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Shares pursuant
to the Plan to satisfy such conditions of Rule 16b-3 or Code Section 162(m) as then in effect.



 




    	 	- 8 -	 



     


    

 


Any references herein
to "Board" are, except as the context requires otherwise, references to the Board or the Plan Committee, as applicable.


 


		3.2.	Powers of the Board. Subject to the express provisions of the Plan, the Board has full and
final authority and sole discretion as follows:



 


		(a)	taking into consideration the reasonable recommendations of management, to determine when, to whom
and in what types and amounts Awards should be granted and the terms and conditions applicable to each Award, including the Option
Price, the Option Term, the Restrictions, the benefit payable under any SAR, Performance Unit or Performance Share and whether
or not specific Awards shall be granted in connection with other specific Awards, and if so whether they shall be exercisable cumulatively
with, or alternatively to, such other specific Awards;



 


		(b)	to determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether and on
what terms to permit or require the payment of cash dividends thereon to be deferred, when Restrictions on Restricted Shares (including
Restricted Shares acquired upon the exercise of an Option) shall lapse and whether such shares shall be held in escrow;



 


		(c)	to construe and interpret the Plan and to make all determinations necessary or advisable for the
administration of the Plan;



 


		(d)	to make, amend, and rescind rules relating to the Plan, including rules with respect to the exercisability
and nonforfeitability of Awards and lapse of Restrictions upon the Termination of Affiliation of a Grantee;



 


		(e)	to determine the terms and conditions of all Award Agreements (which need not be identical) and,
with the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such
Awards to the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment
which (A) does not adversely affect the rights of the Grantee, or (B) is necessary or advisable (as determined by the Board) to
carry out the purpose of the Award as a result of any new or change in existing applicable law;



 


		(f)	to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution
therefor; provided that any replacement grant that would be considered a repricing shall be subject to shareholder approval;



 




    	 	- 9 -	 



     


    

 


		(g)	to accelerate the exercisability (including exercisability within a period of less than six months
after the Grant Date) of, and to accelerate or waive any or all of the terms conditions or Restrictions applicable to, any Award
or any group of Awards for any reason and at any time, including in connection with a Termination of Affiliation;



 


		(h)	subject to Section 5.3, to extend the time during which any Award or group of Awards may be exercised;



 


		(i)	to make such adjustments or modifications to Awards to Grantees who are working outside the United
States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law, and to authorize foreign Subsidiaries
to adopt plans as provided in Article 15;



 


		(j)	to delegate to any member of the Board or committee of Board members such of its powers as it deems
appropriate, including the power to subdelegate, except that only a member of the Board of Directors of the Company (or a committee
thereof) may grant Awards from time to time to specified categories of Eligible Persons in amounts and on terms to be specified
by the Board; provided that no such grants shall be made other than by the Board or the Plan Committee to individuals who are then
Section 16 Persons or other than by the Plan Committee to individuals who are then or are deemed likely to become a "covered
employee" within the meaning of Code Section 162(m);



 


		(k)	to delegate to officers, employees or independent contractors of the Company matters involving
the routine administration of the Plan and which are not specifically required by any provision of the Plan to be performed by
the Board of Directors of the Company;



 


		(l)	to delegate its duties and responsibilities under the Plan with respect to foreign Subsidiary plans,
except its duties and responsibilities with respect to Section 16 Persons, and (A) the acts of such delegates shall be treated
hereunder as acts of the Board and (B) such delegates shall report to the Board regarding the delegated duties and responsibilities;



 


		(m)	to correct any defect or supply any omission or reconcile any inconsistency, and construe and interpret
the Plan, the rules and regulations, any Award Agreement or any other instrument entered into or relating to an Award under the
Plan, and to make all determinations, including factual determinations, necessary or advisable for the administration of the Plan;



 


		(n)	to impose such additional terms and conditions upon the grant, exercise or retention of Awards
as the Board may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards
which may from time to time be exercised by a Grantee; and



 




    	 	- 10 -	 



     


    

 


		(o)	to take any other action with respect to any matters relating to the Plan for which it is responsible.



 


All determinations
on any matter relating to the Plan or any Award Agreement may be made in the sole and absolute discretion of the Board, and to
the fullest extent permitted by the applicable law all such determinations of the Board shall be final, conclusive and binding
on all Persons. To the fullest extent permitted by the applicable law no member of the Board shall be liable for any action or
determination made with respect to the Plan or any Award.


 


Article
4. Shares Subject to the Plan


 


		4.1.	Number of Shares Available.



 


		(a)	Plan Limit. Subject to adjustment as provided in Section 4.2, the number of Shares hereby
reserved for delivery under the Plan is thirteen million (13,000,000) Shares. The maximum number of Shares that may be delivered
pursuant to the exercise of Options (including incentive stock options under Code Section 422) or SARs is ten million (10,000,000
Shares. The maximum number of Shares that may be delivered as Restricted Shares or pursuant to Performance Units or Restricted
Stock Units is six million (6,000,000) Shares. The maximum number of Bonus Shares that may be awarded is one million (1,000,000)
Shares. If any Shares subject to an Award granted hereunder are forfeited or an Award or any portion thereof otherwise terminates
or is settled without the issuance of Shares, the Shares subject to such Award, to the extent of any such forfeiture, termination
or settlement, shall again be available for grant under the Plan. The Board may from time to time determine the appropriate methodology
for calculating the number of Shares issued pursuant to the Plan.



 


		(b)	Individual Limit. No individual Grantee may be granted Options, SARs, Restricted Shares,
Restricted Stock Units, Bonus Shares, Performance Units or Performance Shares in Shares, or in any combination thereof, relating
to an aggregate number of Shares under the Plan that exceeds two million (2,000,000) Shares in any 5-year period. If a previously
granted Option, SAR, Restricted Stock Unit, Performance Unit, or Performance Share is forfeited, canceled or repriced, such forfeited,
canceled or repriced Award as the case may be, shall continue to be counted against the maximum number of Shares subject to Awards
that may be delivered to any Grantee under this Section 4.1(b).



 




    	 	- 11 -	 



     


    

 


		4.2.	Adjustments in Shares.



 


		(a)	Adjustment Principle. In the event that the Board determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse
share split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off
or combination involving the Company or repurchase or exchange of Shares or other rights to purchase Shares or other securities
of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the
Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Board 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 of the Company or any Person that is a party to a Reorganization Transaction with the Company)
with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property of the Company
or any Person that is a party to a Reorganization Transaction with the Company) 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 holder of an outstanding
Award or the substitution of other property for Shares subject to an outstanding Award; provided, that the number of Shares subject
to any Award denominated in Shares shall always be a whole number.



 


		(b)	Example. By way of illustration, and not by way of limitation, the following illustrates
how the foregoing adjustment principles would apply in the context of a stock split: Assume a Grantee holds an Option to purchase
1,000 shares of Company stock at an Option Price of $50 per share. Assume further that the Company completes a two-for-one share
split such that every shareholder on the requisite record date receives two Shares for every one Share held on the record date.
Pursuant to the adjustment principles set forth above in Section 4.2(a), the Grantee's Option would be adjusted such that, after
such adjustment, the Grantee would hold an Option to purchase 2,000 Shares at an Option Price of $25 per Share. All other terms
and conditions of the Option would remain the same. Similar adjustment principles would apply to SARs, Performance Shares, Performance
Units, Bonus Shares and Deferred Shares. This Section 4.2(b) is for illustrative purposes only, assumes hypothetical facts, and
shall not, under any event or circumstance, be interpreted as the adjustment outcome with respect to specific factual situations.



 


Article
5. Eligibility and General Conditions of Awards


 


		5.1.	Eligibility. The Board may grant Awards to any Eligible Person, whether or not he or she
has previously received an Award.



 


		5.2.	Grant Date. The Grant Date of an Award shall be the date on which the Board grants the Award
or such later date as specified by the Board (i) in the Board's resolutions or minutes addressing the Award grants or (ii) in the
Award Agreement.



 




    	 	- 12 -	 



     


    

 


		5.3.	Maximum Term. Subject to the following proviso, the Option Term or other period during which
an Award may be outstanding shall not extend more than 10 years after the Grant Date, and shall be subject to earlier termination
as herein specified.



 


		5.4.	Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each
Award (which need not be the same for each grant or for each Grantee) shall be set forth in an Award Agreement.



 


		5.5.	Restrictions on Share Transferability. The Board may include in the Award Agreement such
restrictions on any Shares acquired pursuant to the exercise or vesting of an Award as it may deem advisable, including restrictions
under applicable federal securities laws.



 


		5.6.	Termination of Affiliation. Except as otherwise provided in an Award Agreement (including
an Award Agreement as amended by the Board pursuant to Section 3.2), and subject to the provisions of Section 13.1, the extent
to which the Grantee shall have the right to exercise, vest in, or receive payment in respect of an Award following Termination
of Affiliation shall be determined in accordance with the following provisions of this Section 5.6.



 


		(a)	For Cause. If a Grantee has a Termination of Affiliation for Cause:



 


		(i)	the Grantee's Restricted Shares that are forfeitable immediately before such Termination of Affiliation
shall automatically be forfeited on such date, subject in the case of Restricted Shares to the provisions of Section 8.5 regarding
repayment of certain amounts to the Grantee;



 


		(ii)	the Grantee's Restricted Stock Units shall automatically be forfeited; and



 


		(iii)	any unexercised Option or SAR, and any Performance Share or Performance Unit with respect to which
the Performance Period has not ended immediately before such Termination of Affiliation, shall terminate effective immediately
upon such Termination of Affiliation.



 


		(b)	On Account of Death or Disability. If a Grantee has a Termination of Affiliation on account
of death or Disability:



 


		(i)	the Grantee's Restricted Shares that were forfeitable immediately before such Termination of Affiliation
shall thereupon become nonforfeitable;



 




    	 	- 13 -	 



     


    

 


		(ii)	the Grantee’s Restricted Stock Units shall immediately be settled in accordance with Section
9.4;



 


		(iii)	any unexercised Option or SAR, whether or not exercisable immediately before such Termination of
Affiliation, shall be fully exercisable and may be exercised, in whole or in part, at any time up to one year after such Termination
of Affiliation (but only during the Option Term or SAR Term, respectively) by the Grantee or, after his or her death, by (A) his
or her personal representative or the person to whom the Option or SAR, as applicable, is transferred by will or the applicable
laws of descent and distribution, or (B) the Grantee's beneficiary designated in accordance with Article 11; and



 


		(iv)	the benefit payable with respect to any Performance Share or Performance Unit with respect to which
the Performance Period has not ended immediately before such Termination of Affiliation on account of death or Disability shall
be equal to the product of the Fair Market Value of a Share as of the date of such Termination of Affiliation or the value of the
Performance Unit specified in the Award Agreement (determined as of the date of such Termination of Affiliation), as applicable,
multiplied successively by each of the following:



 


(A)          a
fraction, the numerator of which is the number of months (including as a whole month any partial month) that have elapsed since
the beginning of such Performance Period until the date of such Termination of Affiliation and the denominator of which is the
number of months (including as a whole month any partial month) in the Performance Period; and


 


(B)           a
percentage determined by the Plan Committee that would be earned under the terms of the applicable Award Agreement assuming that
the rate at which the performance goals have been achieved as of the date of such Termination of Affiliation would continue until
the end of the Performance Period, or, if the Board elects to compute the benefit after the end of the Performance Period, the
Performance percentage, as determined by the Board, attained during the Performance Period.


 


		(c)	Change of Control Period. If a Grantee has a Termination of Affiliation during the period
("Change of Control Period") commencing on a Change of Control and ending on the first anniversary of the Change of Control,
which Termination of Affiliation is initiated by the Company or a Subsidiary other than for Cause, or initiated by the Grantee
for Good Reason, then



 




    	 	- 14 -	 



     


    

 


		(i)	the Grantee’s Restricted Shares that were forfeitable shall thereupon become nonforfeitable;



 


		(ii)	the Grantee’s Restricted Stock Units shall immediately be settled in accordance with Section
9.4;



 


		(iii)	any unexercised Option or SAR, whether or not exercisable on the date of such Termination of Affiliation,
shall thereupon be fully exercisable and may be exercised, in whole or in part for ninety (90) days following such Termination
of Affiliation (but only during the Option Term or SAR Term, respectively); and



 


		(iv)	the Company shall immediately pay to the Grantee, with respect to any Performance Share or Performance
Unit with respect to which the Performance Period has not ended as of the date of such Termination of Affiliation, a cash payment
equal to the product of (A) in the case of a Performance Share, the Change of Control Value or (B) in the case of a Performance
Unit, the value of the Performance Unit specified in the Award Agreement, as applicable, multiplied successively by each of the
following:



 


(A)       a
fraction, the numerator of which is the number of whole and partial months that have elapsed between the beginning of such Performance
Period and the date of such Termination of Affiliation and the denominator of which is the number of whole and partial months in
the Performance Period; and


 


(B)       a
percentage equal to a greater of (x) the target percentage, if any, specified in the applicable Award Agreement or (y) the maximum
percentage, if any, that would be earned under the terms of the applicable Award Agreement assuming that the rate at which the
performance goals have been achieved as of the date of such Termination of Affiliation would continue until the end of the Performance
Period.


 


		(d)	Any Other Reason. If a Grantee has a Termination of Affiliation for any reason other than
for Cause, death or Disability, and other than under the circumstances described in Section 5.6(c), then:



 


		(i)	the Grantee's Restricted Shares, to the extent forfeitable immediately before such Termination
of Affiliation, shall thereupon automatically be forfeited, subject in the case of Restricted Shares to the provisions of Section
8.5 regarding repayment of certain amounts to the Grantee;



 


		(ii)	the Grantee's Restricted Stock Units shall automatically be forfeited;



 




    	 	- 15 -	 



     


    

 


		(iii)	any unexercised Option or SAR, to the extent exercisable immediately before such Termination of
Affiliation, shall remain exercisable in whole or in part for ninety (90) days after such Termination of Affiliation (but only
during the Option Term or SAR Term, respectively) by the Grantee or, after his or her death, by (A) his or her personal representative
or the person to whom the Option or SAR, as applicable, is transferred by will or the applicable laws of descent and distribution,
or (B) the Grantee's beneficiary designated in accordance with Article 11; and



 


		(iv)	any Performance Shares or Performance Units with respect to which the Performance Period has not
ended as of the date of such Termination of Affiliation shall terminate immediately upon such Termination of Affiliation.



 


		5.7.	Nontransferability of Awards.



 


		(a)	Except as provided in Section 5.7(c) below, each Award, and each right under any Award, shall be
exercisable only by the Grantee during the Grantee's lifetime, or, if permissible under applicable law, by the Grantee's guardian
or legal representative.



 


		(b)	Except as provided in Section 5.7(c) below, no Award (prior to the time, if applicable, Shares
are issued in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Grantee otherwise than by will or by the laws of descent and distribution and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
any Subsidiary; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.



 


		(c)	To the extent and in the manner permitted by the Board, and subject to such terms and conditions
as may be prescribed by the Board, a Grantee may transfer an Award to (a) a child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law
of the Grantee, (including adoptive relationships), (b) any person sharing the Grantee's household (other than a tenant or employee),
(c) a trust in which persons described in (a) or (b) have more than 50% of the beneficial interest, (d) a foundation in which persons
described in (a) or (b) or the Grantee own more than 50% of the voting interests; provided such transfer is not for value. The
following shall not be considered transfers for value: (i) a transfer under a domestic relations order in settlement of marital
property rights; and (ii) a transfer to an entity in which more than 50% of the voting interests are owned by persons described
in (a) or (b) above or the Grantee, in exchange for an interest in that entity.



 




    	 	- 16 -	 



     


    

 


		5.8.	Section 162(m) Performance Awards.



 


		(a)	General. Any type of Award that is eligible to be granted under the Plan may be granted
to officers and employees as awards intended to satisfy the requirements of "performance-based compensation" within the
meaning of Section 162(m) of the Code ("Performance Awards"). The grant, vesting, exercisability or payment of
Performance Awards may depend on the degree of achievement of one or more performance goals relative to a preestablished target
level or levels using one or more of the Business Criteria set forth below.



 


		(b)	Class. The eligible class of persons to receive Performance Awards shall be any hourly or
salaried officer or employee of the Company or one of its subsidiaries. The Plan Committee approving Performance Awards or making
any certification required pursuant to Section 5.8(c) must be constituted as provided for in Section 3.1 for awards that are intended
as performance-based compensation under Section 162(m) of the Code.



 


		(c)	Performance Goals. The specific performance goals for Performance Awards shall be, on an
absolute or relative basis, established based on one or more of the following business criteria ("Business Criteria")
for the Company on a segregated or consolidated basis or for one or more of the Company's subsidiaries, segments, divisions, or
business units, as selected by the Plan Committee:



 


(i)
           Earnings (either in the aggregate or on a per-Share basis);


 


(ii)
          Operating profit (either in the aggregate or on a per-Share basis);


 


(iii)
         Operating income (either in the aggregate or on a per-Share basis);


 


(iv)          Net
earnings on either a LIFO or FIFO basis (either in the aggregate or on a per-Share basis);


 


(v)           Net
income or loss (either in the aggregate or on a per-Share basis);


 


(vi)
         Ratio of debt to debt plus equity;


 


(vii)
        Net borrowing;


 


(viii)
       Credit quality or debt ratings;


 


(ix)
          Inventory levels, inventory turn or shrinkage;


 


(x)            Cash
flow provided by operations (either in the aggregate or on a per-Share basis);


 




    	 	- 17 -	 



     


    

 


(xi)
          Free cash flow (either in the aggregate or on a per-Share basis);


 


(xii)
         Reductions in expense levels, determined either on a Company-wide basis or in respect of any one or more business units;


 


(xiii) 
       Operating and maintenance cost management and employee productivity;


 


(xiv)
       Gross margin;


 


(xv)
        Return measures (including return on assets, equity, or sales);


 


(xvi)
       Productivity increases;


 


(xvii)       Share price (including attainment of a specified per-Share price during the relevant performance period; growth measures and
total shareholder return or attainment by the Shares of a specified price for a specified period of time);


 


(xviii)       Where applicable, growth or rate of growth of any of the above Business Criteria set forth in this Section 5.8(c);


 


(xix)  
      Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market
penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost
targets, and goals relating to acquisitions or divestitures;


 


(xx)
         Achievement of business or operational goals such as market share and/or business development; and/or


 


(xxi) 
       Accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions;


 


provided that
applicable Business Criteria may be applied on a pre- or post-tax basis; and provided further that the Plan Committee may, when
the applicable performance goals are established, provide that the formula for such goals may include or exclude items to measure
specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting
changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. As established by the
Plan Committee, the Business Criteria may include, without limitation, GAAP and non-GAAP financial measures. In addition to the
foregoing performance goals, the performance goals shall also include any performance goals which are set forth in a Company bonus
or incentive plan, if any, which has been approved by the Company's shareholders, which are incorporated herein by reference. Such
performance goals shall be set by the Plan Committee within the time period prescribed by, and shall otherwise comply with the
requirements of, Code Section 162(m).


 




    	 	- 18 -	 



     


    

 


		(d)	Flexibility as to Timing, Weighting, Applicable Business Unit. For Awards intended to comply
with the performance-based exception to Code Section 162(m), the Plan Committee shall set the Business Criteria within the time
period prescribed by Section 162(m) of the Code. The levels of performance required with respect to Business Criteria may be expressed
in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease
or set negative result. Business Criteria may differ for Awards to different Grantees. The Plan Committee shall specify the weighting
(which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining
the final amount payable with respect to any such Award. Any one or more of the Business Criteria may apply to a Grantee, to the
Company as a whole, to one or more Subsidiaries or to a department, unit, division or function within the Company, within any one
or more Subsidiaries or any one or more joint ventures of which the Company is a party, and may apply either alone or relative
to the performance of other businesses or individuals (including industry or general market indices).



 


		(e)	Discretion to Adjust. The Plan Committee shall have the discretion to adjust the determinations
of the degree of attainment of the pre-established performance goals; provided, however, that Awards which are designed to qualify
for the performance-based exception under Code Section 162(m) may not (unless the Plan Committee determines to amend the Award
so that it no longer qualifies for such performance-based exception) be adjusted upward. The Plan Committee shall retain the discretion
to adjust such Awards downward. The Plan Committee may not, unless the Plan Committee determines to amend the Award so that it
no longer qualifies for the performance-based exception, delegate any responsibility with respect to Awards intended to qualify
for such performance-based exception. All determinations by the Plan Committee as to the achievement of the Business Criteria shall
be certified in writing prior to payment of the Award.



 


		(f)	Alteration of Performance Measures. In the event that applicable laws allow an Award to
qualify for the performance-based exception to Code Section 162(m) even if the Plan Committee alters the governing Business Criteria
without obtaining shareholder approval, the Plan Committee shall have sole discretion to make such changes without obtaining shareholder
approval.



 




    	 	- 19 -	 



     


    

 


Article
6. Stock Options


 


		6.1.	Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted
to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the
Board. Without limiting the generality of the foregoing, the Board may grant to any Eligible Person, or permit any Eligible Person
to elect to receive, an Option in lieu of or in substitution for any other compensation (whether payable currently or on a deferred
basis, and whether payable under the Plan or otherwise) which such Eligible Person may be eligible to receive from the Company
or a Subsidiary, which Option may have a value (as determined by the Board under Black-Scholes or any other option valuation method)
that is equal to or greater than the amount of such other compensation.



 


		6.2.	Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify
the Option Price, the Option Term, the number of shares to which the Option pertains, the time or times at which such Option shall
be exercisable and such other provisions as the Board shall determine.



 


		6.3.	Option Price. The Option Price of an Option under the Plan shall be determined by the Board,
and shall be the higher of 100% of the Fair Market Value of a Share on the Grant Date or 100% of the par value of a Share; provided,
however, that any Option ("Substitute Option") that is (x) granted to a Grantee in connection with the acquisition
("Acquisition"), however effected, by the Company of another corporation or entity ("Acquired Entity") or the
assets thereof, (y) associated with an option to purchase shares of stock or other equity interest of the Acquired Entity or an
affiliate thereof ("Acquired Entity Option") held by such Grantee immediately prior to such Acquisition, and (z) intended
to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Option, shall be granted such that such
option substitution is completed in conformity with the rules set forth in Section 424(a) of the Code.



 


		6.4.	Grant of Incentive Stock Options.



 


		(a)	At the time of the grant of any Option to an Eligible Person who is an employee of the Company
or a Subsidiary, the Board may designate that such option shall be made subject to additional restrictions to permit it to qualify
as an "incentive stock option" under the requirements of Section 422 of the Code. Any option designated as an incentive
stock option:



 


		(i)	shall not be granted to a person who owns shares (including shares treated as owned under Section
424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of shares of the Company;



 


		(ii)	shall be for a term of not more than 10 years from the Grant Date, and shall be subject to earlier
termination as provided herein or in the applicable Award Agreement;



 


		(iii)	shall not have an aggregate Fair Market Value (determined for each incentive stock option at its
Grant Date) of Shares with respect to which incentive stock options are exercisable for the first time by such Grantee during any
calendar year (under the Plan and any other employee stock option plan of the Grantee's employer or any parent or Subsidiary thereof
("Other Plans")), determined in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the
"$100,000 Limit");



 




    	 	- 20 -	 



     


    

 


		(iv)	shall, if the aggregate Fair Market Value of a Share (determined on the Grant Date) with respect
to the portion of such grant which is exercisable for the first time during any calendar year ("Current Grant") and all
incentive stock options previously granted under the Plan and any Other Plans which are exercisable for the first time during a
calendar year ("Prior Grants") would exceed the $100,000 Limit, be exercisable as follows:



 


(A)          the
portion of the Current Grant which would, when added to any Prior Grants, be exercisable with respect to Shares which would have
an aggregate Fair Market Value (determined as of the respective Grant Date for such options) in excess of the $100,000 Limit shall,
notwithstanding the terms of the Current Grant, be exercisable for the first time by the Grantee in the first subsequent calendar
year or years in which it could be exercisable for the first time by the Grantee when added to all Prior Grants without exceeding
the $100,000 Limit; and


 


(B)
          if, viewed as of the date of the Current Grant, any portion of a Current Grant could not be exercised under the preceding
provisions of this Subsection (iv) during any calendar year commencing with the calendar year in which it is first
exercisable through and including the last calendar year in which it may by its terms be exercised, such portion of the
Current Grant shall not be an incentive stock option, but shall be exercisable as a separate Option at such date or dates as
are provided in the Current Grant;


 


		(v)	shall be granted within 10 years from the earlier of the date the Plan is adopted or the date the
Plan is approved by the shareholders of the Company;



 


		(vi)	shall require the Grantee to notify the Board of any disposition of any Shares issued pursuant
to the exercise of the incentive stock option under the circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), within 10 days of such disposition; and



 


		(vii)	shall by its terms not be assignable or transferable other than by will or the laws of descent
and distribution and may be exercised, during the Grantee's lifetime, only by the Grantee; provided, however, that the Grantee
may, to the extent provided in the Plan in any manner specified by the Board, designate in writing a beneficiary to exercise such
incentive stock option after the Grantee's death.



 




    	 	- 21 -	 



     


    

 


Notwithstanding the foregoing, the Board
may, without the consent of the Grantee, at any time before the exercise of an option (whether or not an incentive stock option),
take any action necessary to prevent such option from being treated as an incentive stock option.


 


		6.5.	Exercise of Options. Options shall be exercised by the delivery of a written notice of exercise
to the Company or its designee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied
by full payment for the Shares as instructed by the Board or, subject to the approval of the Board pursuant to procedures approved
by the Board,



 


		(a)	through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom
the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the
amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal,
state, local or foreign withholding taxes payable by Grantee by reason of such exercise,



 


		(b)	through simultaneous sale through a broker of Shares acquired on exercise, as permitted under Regulation
T of the Federal Reserve Board,



 


		(c)	by transfer to the Company of the number of Shares then owned by the Grantee, the Fair Market Value
of which equals the purchase price of the Shares purchased in connection with the Option exercise, properly endorsed for transfer
to the Company; provided however, that Shares used for this purpose must have been held by the Grantee for such minimum period
of time as may be established from time to time by the Board; and provided further that the Fair Market Value of any Shares delivered
in payment of the purchase price upon exercise of the Options shall be the Fair Market Value as of the exercise date, which shall
be the date of delivery of the certificates for the Stock used as payment of the exercise price. For purposes of this Section 6.5(c),
in lieu of actually transferring to the Company the number of Shares then owned by the Grantee, the Board may, in its discretion
permit the Grantee to submit to the Company a statement affirming ownership by the Grantee of such number of Shares and request
that such Shares, although not actually transferred, be deemed to have been transferred by the Grantee as payment of the exercise
price, or



 


		(d)	by a "net exercise" arrangement pursuant to which the Company will not require a payment
of the Option Price but will reduce the number of Shares upon the exercise by the largest number of whole shares that has a Fair
Market Value on the date of exercise that does not exceed the aggregate Option Price. With respect to any remaining balance of
the aggregate option price, the Company will accept a cash payment from the Grantee. Notwithstanding the foregoing, a "net
exercise" arrangement will not be an eligible exercise method for incentive stock options unless and until the Company and
its advisors conclude that such method of exercise may be utilized without resulting in a disqualification of the incentive stock
option.



 




    	 	- 22 -	 



     


    

 


Article
7. Stock Appreciation Rights


 


		7.1.	Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to any
Eligible Person at any time and from time to time as shall be determined by the Board in its sole discretion. The Board may grant
Freestanding SARs or Tandem SARs, or any combination thereof.



 


		(a)	Number of Shares. The Board shall have complete discretion to determine the number of SARs
granted to any Grantee, subject to the limitations imposed in the Plan and by applicable law.



 


		(b)	Exercise Price and Other Terms. All SARs shall be granted with an exercise price no less
than the Fair Market Value of the underlying Shares on the SARs' Grant Date. The Board, subject to the provisions of the Plan,
shall have complete discretion to determine the terms and conditions of SARs granted under the Plan. The exercise price per Share
of Tandem SARs shall equal the exercise price per Share of the related Option.



 


		7.2.	SAR Award Agreement. Each SAR granted under the Plan shall be evidenced by a written SAR
Award Agreement which shall be entered into by the Company and the Grantee to whom the SAR is granted and which shall specify the
exercise price per share, the SAR Term, the conditions of exercise, and such other terms and conditions as the Board in its sole
discretion shall determine.



 


		7.3.	Exercise of SARs. SARs shall be exercised by the delivery of a written notice of exercise
to the Company or its designee, setting forth the number of Shares over which the SAR is to be exercised. Tandem SARs (a) may be
exercised with respect to all or part of the Shares subject to the related Option upon the surrender of the right to exercise the
equivalent portion of the related Option; (b) may be exercised only with respect to the Shares for which its related Option is
then exercisable; and (c) may be exercised only when the Fair Market Value of the Shares subject to the Option exceeds the Option
Price of the Option. The value of the payment with respect to the Tandem SAR may be no more than 100% of the difference between
the Option Price of the underlying Option and the Fair Market Value of the Shares subject to the underlying Option at the time
the Tandem SAR is exercised.



 


		7.4.	Expiration of SARs. A SAR granted under the Plan shall expire on the date set forth in the
SAR Award Agreement, which date shall be determined by the Board in its sole discretion. Unless otherwise specifically provided
for in the SAR Award agreement, a Tandem SAR granted under the Plan shall be exercisable at such time or times and only to the
extent that the related Option is exercisable. The Tandem SAR shall terminate and no longer be exercisable upon the termination
or exercise of the related Options, except that Tandem SARs granted with respect to less than the full number of Shares covered
by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not
covered by the SARs.



 




    	 	- 23 -	 



     


    

 


		7.5.	Payment of SAR Amount. Upon exercise of a SAR, a Grantee shall be entitled to receive payment
from the Company in an amount determined by multiplying (i) the positive difference between the Fair Market Value of a Share on
the date of exercise over the exercise price per Share by (ii) the number of Shares with respect to which the SAR is exercised.
The payment upon a SAR exercise shall be solely in whole Shares of equivalent value. Fractional Shares shall be rounded down to
the nearest whole Share with no cash consideration being paid upon exercise.



 


Article
8. Restricted Shares and Bonus Shares


 


		8.1.	Grant of Restricted Shares. Subject to the terms and provisions of the Plan, the Board,
at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Board shall determine.



 


		8.2.	Bonus Shares. Subject to the terms of the Plan, the Board may grant Bonus Shares to any
Eligible Person, in such amount and upon such terms and at any time and from time to time as shall be determined by the Board.
Bonus Shares shall be Shares issued without any Restriction.



 


		8.3.	Award Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement,
which shall specify the Restrictions and the Period(s) of Restriction, the number of Restricted Shares granted, and such other
provisions as the Board shall determine. The Board may impose such Restrictions on any Restricted Shares as it may deem advisable,
including Restrictions based upon the achievement of specific performance goals (Company-wide, divisional, Subsidiary or individual),
time-based Restrictions on vesting or Restrictions under applicable securities laws; provided that in all cases, the Restricted
Shares shall be subject to a minimum two-year graduated vesting schedule (50% each year), except, if as provided in the Award Agreement,
in the event of death, disability, Change of Control, Termination of Affiliation with Good Reason, or Termination of Affiliation
by the Employer other than for Cause.



 


		8.4.	Consideration. The Board shall determine the amount, if any, that a Grantee shall pay for
Restricted Shares or Bonus Shares. Such payment shall be made in full by the Grantee before the delivery of the shares and in any
event no later than 10 business days after the Grant Date for such shares.



 


		8.5.	Effect of Forfeiture. If Restricted Shares are forfeited, and if the Grantee was required
to pay for such shares or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall resell such Restricted
Shares to the Company at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the
Fair Market Value of a Share on the date of such forfeiture. The Company shall pay to the Grantee the required amount as soon as
is administratively practical.



 




    	 	- 24 -	 



     


    

 


		8.6.	Escrow. The Board may provide that any Restricted Shares or Bonus Shares shall be represented
by, at the option of the Board, either book entry registration or by a stock certificate or certificates. If the shares of Restricted
Shares are represented by a certificate or certificates, such shares shall be held (together with an assignment or endorsement
executed in blank by the Grantee) in escrow by an escrow agent until such Restricted Shares become nonforfeitable or are forfeited.



 


Article
9. Restricted Stock Units (f/k/a "Deferred Shares")


 


9.1.           Grant of
Restricted Stock Units. Subject to and consistent with the provisions of the Plan and Code Sections 409A(a)(2), (3) and (4),
the Board, at any time and from time to time, may grant Restricted Stock Units to any Eligible Person, in such amount and upon
such terms as the Board shall determine. A Grantee shall have no voting rights in Restricted Stock Units.


 


9.2.           Award
Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the
Restrictions, the number of Shares subject to the Restricted Stock Units granted, and such other provisions as the Plan
Committee shall determine in accordance with the Plan and Code Section 409A. The Plan Committee may impose such Restrictions
on Restricted Stock Units, including time-based Restrictions, Restrictions based on the achievement of specific performance
goals, time-based Restrictions following the achievement of specific performance goals, Restrictions based on the occurrence
of a specified event, and/or restrictions under applicable securities laws; provided that in all cases the Restricted Stock
Units shall be subject to a minimum two-year graduated vesting schedule (50% each year), except, if as provided in the Award
Agreement, in the event of death, Disability, Change of Control, Termination of Affiliation with Good Reason, or Termination
of Affiliation by the Employer other than for Cause.


 


9.3.           Crediting
Restricted Stock Units. The Company shall establish an account ("RSU Account") on its books for each
Eligible Person who receives a grant of Restricted Stock Units. Restricted Stock Units shall be credited to the Grantee's RSU
Account as of the Grant Date of such Restricted Stock Units. RSU Accounts shall be maintained for recordkeeping purposes only
and the Company shall not be obligated to segregate or set aside assets representing securities or other amounts credited to
RSU Accounts. The obligation to make distributions of securities or other amounts credited to RSU Accounts shall be an
unfunded, unsecured obligation of the Company.


 




    	 	- 25 -	 



     


    

 


9.4.           Settlement
of RSU Accounts. The Company shall settle an RSU Account by delivering to the holder thereof (which may be the Grantee or
his or her Beneficiary, as applicable) a number of Shares equal to the whole number of Shares underlying the Restricted Stock
Units then credited to the Grantee's RSU Account (or a specified portion in the event of any partial settlement); provided
that any fractional Shares underlying Restricted Stock Units remaining in the RSU Account on the Settlement Date shall be
distributed in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the
remaining fractional Restricted Share Unit. The "Settlement Date" for all Restricted Stock Units credited to a
Grantee's RSU Account shall be the date when Restrictions applicable to an Award of Restricted Stock Units have lapsed.


 


Article
10. Performance Units and Performance Shares


 


		10.1.	Grant of Performance Units and Performance Shares. Subject to the terms of the Plan, Performance
Units or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from
time to time, as the Board shall determine. Each grant of Performance Units or Performance Shares shall be evidenced by an Award
Agreement which shall specify the terms and conditions applicable to the Performance Units or Performance Shares, as the Board
determines.



 


		10.2.	Value/Performance Goals. Each Performance Unit shall have an initial value that is established
by the Board at the time of grant, that is equal to the Fair Market Value of a Share on the Grant Date. The Board shall set the
Business Criteria which, depending on the extent to which they are met, will determine the number or value of Performance Units
or Performance Shares that will be paid to the Grantee. For purposes of this Article 10, the time period during which the performance
goals must be met shall be called a "Performance Period." The Board shall have complete discretion to establish the performance
goals.



 


		10.3.	Payment of Performance Units and Performance Shares. Subject to the terms of the Plan, after
the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to receive
a payment based on the number and value of Performance Units or Performance Shares earned by the Grantee over the Performance Period,
determined as a function of the extent to which the corresponding performance goals have been achieved.



 


If a Grantee is promoted,
demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Board determines
appropriate, the Board may adjust, change or eliminate the performance goals or the applicable Performance Period as it deems appropriate
in order to make them appropriate and comparable to the initial performance goals or Performance Period.


 


		10.4.	Form and Timing of Payment of Performance Units and Performance Shares. Payment of earned
Performance Units or Performance Shares shall be made in a lump sum following the close of the applicable Performance Period. The
Board may cause earned Performance Units or Performance Shares to be paid in cash or in Shares (or in a combination thereof) which
have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares at the close of the
applicable Performance Period. Such Shares may be granted subject to any restrictions deemed appropriate by the Board. The form
of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.



 




    	 	- 26 -	 



     


    

 


As determined by the
Board, a Grantee may be entitled to receive any dividends declared with respect to Shares which have been earned in connection
with grants of Performance Units or Performance Shares but not yet distributed to the Grantee. In addition, a Grantee may, as determined
by the Board, be entitled to exercise his or her voting rights with respect to such Shares.


 


Article
11. Beneficiary Designation


 


Each Grantee under
the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom
any benefit under the Plan is to be paid in case of the Grantee's death before he or she receives any or all of such benefit. Each
such designation shall revoke all prior designations by the same Grantee, shall be in a form prescribed by the Company, and will
be effective only when filed by the Grantee in writing with the Company during the Grantee's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Grantee's death shall be paid to the Grantee's estate.


 


Article
12. Rights of Employees


 


		12.1.	Employment. Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any Grantee's employment at any time, nor confer upon any Grantee the right to continue in the employ of the
Company.



 


		12.2.	Participation. No employee shall have the right to be selected to receive an Award, or,
having been so selected, to be selected to receive a future Award.



 


Article
13. Amendment, Modification, and Termination


 


		13.1.	Amendment, Modification, and Termination. Subject to the terms of the Plan, the Board of
Directors of the Company may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part
without the approval of the Company's shareholders, except to the extent the Board of Directors of the Company determines it is
desirable to obtain approval of the Company's shareholders, to retain eligibility for exemption from the limitations of Code Section
162(m), to have available the ability for Options to qualify as ISOs, to comply with the requirements for listing on any exchange
where the Company's Shares are listed, or for any other purpose the Board of Directors of the Company deems appropriate.



 


		13.2.	Adjustments Upon Certain Unusual or Nonrecurring Events. The Board may make adjustments
in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including the events described in Section
4.2) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.



 




    	 	- 27 -	 



     


    

 


		13.3.	Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary
(but subject to Section 2.8 and Section 13.2), no termination, amendment or modification of the Plan shall adversely affect in
any material way any Award previously granted under the Plan, without the written consent of the Grantee of such Award. Any adjustment,
modification, extension or renewal of an Option shall be effected such that the Option is either exempt from, or is compliant with,
Code section 409A.



 


		13.4.	Adjustments in Connection with Change of Control. In the event the Company undergoes a Change
of Control or in the event of a separation, spin-off, sale of a material portion of the Company's assets or any "going private"
transaction under Rule 13e-3 promulgated pursuant to the Exchange Act and in which a Change of Control does not occur, the Board,
or the board of directors of any corporation assuming the obligations of the Company, shall have the full power and discretion
to prescribe and amend the terms and conditions for the exercise, or modification, of any outstanding Awards granted hereunder
in the manner as agreed to by the Board as set forth in the definitive agreement relating to the transaction. Without limitation,
the Board or Plan Committee may:



 


		(a)	remove restrictions on Restricted Shares and Restricted Stock Units;



 


		(b)	modify the performance requirements for any other Awards;



 


		(c)	provide that Options or other Awards granted hereunder must be exercised in connection with the
closing of such transactions, and that if not so exercised such Awards will expire;



 


		(d)	provide for the purchase by the Company of any such Award, upon the Grantee's request, for an amount
of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the Grantee's rights
had such Award been currently exercisable or payable;



 


		(e)	make such adjustment to any such Award then outstanding as the Board deems appropriate to reflect
such Change of Control;



 


		(f)	cause any such Award then outstanding to be assumed, or new rights substituted therefore, by the
acquiring or surviving corporation after such Change of Control. Any such determinations by the Board may be made generally with
respect to all Participants, or may be made on a case-by-case basis with respect to particular Participants.



 


Notwithstanding
the foregoing, any transaction undertaken for the purpose of reincorporating the Company under the laws of another jurisdiction,
if such transaction does not materially affect the beneficial ownership of the Company's Shares, such transaction shall not constitute
a merger, consolidation, major acquisition of property for stock, separation, reorganization, liquidation, or Change of Control.


 




    	 	- 28 -	 



     


    

 


		13.5.	Prohibition on Repricings. Except in connection with a corporate transaction involving the
Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended
to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other Awards
or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without stockholder
approval.



 


Article
14. Withholding


 


		14.1.	Mandatory Tax Withholding.



 


		(a)	Whenever under the Plan, Shares are to be delivered upon exercise or payment of an Award, or upon
the lapse of Restrictions on an Award, or any other event with respect to rights and benefits hereunder (the exercise date, date
such Restrictions lapse or such payment of any other benefit or right occurs hereinafter referred to as the "Tax Date"),
the Company shall be entitled to require and may accommodate the Grantee's request if so requested, to satisfy all federal, state,
local and foreign tax withholding requirements, including Social Security and Medicare ("FICA") taxes related
thereto ("Tax Withholding"), by one or a combination of the following methods:



 


(i)          Payment
of an amount in cash equal to the amount to be withheld;


 


(ii)          Requesting
the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or the SAR payable in Shares,
upon the lapse of Restrictions on an Award, a number of Shares having a Fair Market Value on the Tax Date equal to the amount to
be withheld; or


 


(iii)          withholding
from compensation otherwise due to the Grantee.


 


The Board in
its sole discretion may provide that the maximum amount of tax withholding to be satisfied by withholding Shares pursuant to clause
(ii) above shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and
local law. An election by Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding
not paid by the withholding or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver
cash to satisfy all tax withholding requirements.


 




    	 	- 29 -	 



     


    

 


		(b)	Any Grantee who makes a disqualifying disposition of an incentive stock option granted under the
Plan or who makes an election under Section 83(b) of the Code shall remit to the Company an amount sufficient to satisfy all resulting
Tax Withholding; provided that, in lieu of or in addition to the foregoing, the Company shall have the right to withhold
such Tax Withholding from compensation otherwise due to the Grantee or from any Shares or other payment due to the Grantee under
the Plan.



 


		14.2.	Notification under Code Section 83(b). If the Grantee, in connection with the exercise of
any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such
Grantee's gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall notify
the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition
to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Board may, in connection
with the grant of an Award or at any time thereafter prior to such an election being made, prohibit a Grantee from making the election
described above.



 


Article
15. Equity Incentive Plans of Foreign Subsidiaries


 


The Board may authorize
any foreign Subsidiary to adopt a plan for granting Awards ("Foreign Equity Incentive Plan"). All awards granted under
such Foreign Equity Incentive Plans shall be treated as grants under the Plan. Such Foreign Equity Incentive Plans shall have such
terms and provisions as the Board permits not inconsistent with the provisions of the Plan and which may be more restrictive than
those contained in the Plan. Awards granted under such Foreign Equity Incentive Plans shall be governed by the terms of the Plan
except to the extent that the provisions of the Foreign Equity Incentive Plans are more restrictive than the terms of the Plan,
in which case such terms of the Foreign Equity Incentive Plans shall control.


 


Article
16. Additional Provisions


 


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



 


		16.2.	Gender and Number. Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.



 


		16.3.	Severability. If any part of the Plan is declared by any court or governmental authority
to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part
of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms
of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.



 




    	 	- 30 -	 



     


    

 


		16.4.	Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall
be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges
as may be required. Notwithstanding any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive
benefits under, any Award, and the Company shall not be obligated to deliver any Shares or other benefits to a Grantee, if such
exercise or delivery would constitute a violation by the Grantee or the Company of any applicable law or regulation.



 


		16.5.	Securities Law Compliance.



 


		(a)	If the Board deems it necessary to comply with any applicable securities law, or the requirements
of any stock exchange upon which Shares may be listed, the Board may impose any restriction on Shares acquired pursuant to Awards
under the Plan as it may deem advisable. All Shares transferred under the Plan pursuant to any Award or the exercise thereof shall
be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and
other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law,. If so requested
by the Company, the Grantee shall represent to the Company in writing that he or she will not sell or offer to sell any Shares
unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933 or unless he or
she shall have furnished to the Company evidence satisfactory to the Company that such registration is not required.



 


		(b)	If the Board determines that the exercise of, or delivery of benefits pursuant to, any Award would
violate any applicable provision of securities laws or the listing requirements of any stock exchange upon which any of the Company's
equity securities are then listed, then the Board may postpone any such exercise or delivery, as applicable, but the Company shall
use all reasonable efforts to cause such exercise or delivery to comply with all such provisions at the earliest practicable date.



 


		16.6.	No Rights as a Shareholder. A Grantee shall not have any rights as a shareholder with respect
to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such shares
have been delivered to him or her. Restricted Shares, whether held by a Grantee or in escrow by the escrow agent, shall confer
on the Grantee all rights of a shareholder of the Company, except as otherwise provided in the Plan or Award Agreement. Unless
otherwise determined by the Board at the time of a grant of Restricted Shares, any cash dividends that become payable on Restricted
Shares shall be deferred and, if the Board so determines, reinvested in additional Restricted Shares. Except as otherwise provided
in an Award Agreement, any share dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject
to the same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The
Board may provide for payment of interest on deferred cash dividends.



 




    	 	- 31 -	 



     


    

 


		16.7.	Nature of Payments. Awards shall be special incentive payments to the Grantee and shall
not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension,
retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other employee benefit
plan of the Company or any Subsidiary or (b) any agreement between (i) the Company or any Subsidiary and (ii) the Grantee, except
as such plan or agreement shall otherwise expressly provide.



 


		16.8.	Military Service. Awards shall be administered in accordance with Section 414(u) of the
Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.



 


		16.9.	Data Protection. The Board, the Plan Committee and any other person or entity empowered
by the Board or the Plan Committee to administer the Plan may process, store, transfer or disclose personal data of the Grantees
to the extent required for the implementation and administration of the Plan. The Board, the Plan Committee and any other person
or entity empowered by the Board or the Plan Committee to administer the Plan shall comply with any applicable data protection
laws.



 


		16.10.	Governing Law. The Plan and the rights of any Grantee receiving an Award thereunder shall
be construed and interpreted in accordance with and governed by the laws of the State of Kansas without giving effect to the principles
of the conflict of laws to the contrary.



 




    	 	- 32 -	 



     


    

 


Annex to the Plan for
Swiss based Grantees and Grantees subject to Swiss inheritance law


 


		1.	Section 5.6(a)(i) shall be replaced with the following:



 


		(i)	to the extent permitted by the applicable Swiss law the Grantee's Restricted Shares that are forfeitable
immediately before such Termination of Affiliation shall automatically be forfeited on such date, subject in the case of Restricted
Shares to the provisions of Section 8.5 regarding repayment of certain amounts to the Grantee;



 


		2.	Section 5.6(a)(ii) shall be replaced with the following:



 


		(ii)	to the extent permitted by the applicable Swiss law the Grantee's Restricted Stock Units shall
automatically be forfeited;



 


		3.	Section 5.6(a)(iii) shall be replaced with the following:



 


		(iii)	to the extent permitted by the applicable Swiss law any unexercised Option or SAR, and any Performance
Share or Performance Unit with respect to which the Performance Period has not ended immediately before such Termination of Affiliation,
shall terminate effective immediately upon such Termination of Affiliation.



 


		4.	Section 5.6(d)(i) shall be replaced with the following:






 


		(i)	to the extent permitted by the applicable Swiss law the Grantee's Restricted Shares and Deferred
Shares, to the extent forfeitable immediately before such Termination of Affiliation, shall thereupon automatically be forfeited,
subject in the case of Restricted Shares to the provisions of Section 8.4 regarding repayment of certain amounts to the Grantee;



 


		5.	Section 5.6(d)(ii) shall be replaced with the following:






 


		(ii)	to the extent permitted by the applicable Swiss law the Grantee's Restricted Stock Units shall
automatically be forfeited;



 


		6.	Section 5.6(d)(iv) shall be replaced with the following:



 


		(iv)	to the extent permitted by the applicable Swiss law any Performance Shares or Performance Units
with respect to which the Performance Period has not ended as of the date of such Termination of Affiliation shall terminate immediately
upon such Termination of Affiliation.



 




    	 	A1	 



     


    

 


		7.	Section 6.1 shall be replaced with the following:



 


		6.1	Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted
to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the
Board. Without limiting the generality of the foregoing and to the extent permitted by the applicable Swiss law, the Board may
grant to any Eligible Person, or permit any Eligible Person to elect to receive, an Option in lieu of or in substitution for any
other compensation (whether payable currently or on a deferred basis, and whether payable under the Plan or otherwise) which such
Eligible Person may be eligible to receive from the Company or a Subsidiary, which Option may have a value (as determined by the
Board under Black-Scholes or any other option valuation method) that is equal to or greater than the amount of such other compensation.



 


		8.	Article 11. shall be replaced with the following:



 


Each Grantee under the Plan may, from time
to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan
is to be paid in case of the Grantee's death before he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Grantee, shall be in a form and procedure prescribed by the applicable Swiss inheritance
law. Irrespective of any such designation, benefits remaining unpaid at the Grantee's death shall be paid to the Grantee's estate.


 




    	 	A2