Q2 2017 Exhibit 10.34




Exhibit 10.34




 

 

 

 

 

 

 

8X8, INC.

AMENDED AND RESTATED 

2013 NEW EMPLOYEE INDUCEMENT INCENTIVE PLAN

 

 

(Amended as of July 22, 2016)

 

 

 











8X8, INC.

AMENDED AND RESTATED

2013 NEW EMPLOYEE INDUCEMENT INCENTIVE PLAN



1.    Purposes



     1.1    General Purpose.  The Company, by means of the Plan, seeks to retain the services of persons not previously an employee or director of
the Company, or following a bona fide period of non-employment, as an inducement material to the individual's entering into employment with the Company within the meaning of
Rule 5635(c)(4) of the Nasdaq Listing Rules, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.


     1.2    Available Awards.  The purpose of the Plan is to provide a means by which eligible recipients of Awards may be given an opportunity to benefit
from increases in value of the Common Stock through the granting of the following Stock Awards: Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Performance Units and Stock Grants.


2.    Definitions 


As used in this Plan, the following terms shall have the following meanings:



      2.1    Accelerate, Accelerated, and Acceleration means: (a) when used with respect to a Stock Right, that as of the time of
reference the Stock Right will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable by its terms; (b) when used with
respect to Restricted Stock or Restricted Stock Units, that the Risk of Forfeiture otherwise applicable to the Stock or Units shall expire with respect to some or all of the shares of
Restricted Stock or Units then still otherwise subject to the Risk of Forfeiture; and (c) when used with respect to Performance Units, that the applicable Performance Goals or other
business objectives shall be deemed to have been met as to some or all of the Units.  

      2.2    Affiliate means any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common
control with the Company.

      2.3    Award means any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights, Performance Units, Restricted Stock, Restricted
Stock Units or Stock Grants.

      2.4    Award Agreement means an agreement between the Company and the recipient of an Award, or other notice of grant of an Award, setting forth
the terms and conditions of the Award.

      2.5    Board means the Company's Board of Directors.

      2.6    Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued
from time to time thereunder.

      2.7    Committee means the Compensation Committee of the Board, which in general is responsible for the administration of the Plan, as provided in
Section 4 of the Plan.  For any period during which no such committee is in existence, "Committee" shall mean the Independent Board, and all authority and
responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Independent Board.








      2.8    Company means 8x8, Inc., a corporation organized under the laws of the State of Delaware.

      2.9    Corporate Transaction means any (1) merger or consolidation of the Company with or into another entity as a result of which the Stock of the
Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (2) sale or exchange of all of the Stock of the Company for cash,
securities or other property, (3) sale, transfer, or other disposition of all or substantially all of the Company's assets to one or more other persons in a single transaction or series of
related transactions or (4) liquidation or dissolution of the Company; except, in the case of clauses (1) and (2), for a transaction the principal purpose of which is to change the state
in which the Company is incorporated.

      2.10    Effective Date means the date on which this Plan has been approved by the Board, including the Independent Board.

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

      2.12    Grant Date means the date as of which an Option is granted, as determined under Section 6.1(a).

      2.13    Independent Board means a majority of the independent directors on the Board.  "Independent director" has the meaning
given under Rule 5605(a)(2) of the Nasdaq Listing Rules.

      2.14    Market Value means the value of a share of Stock on a particular date determined by such methods or procedures as may be established by
the Committee.  Unless otherwise determined by the Committee, the Market Value of Stock as of any date is: (a) the closing price for the Stock as reported on the NASDAQ Global
Market (or on any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the next
preceding date for which a closing price was reported; or (b) if the Stock is not traded on a national securities exchange but is traded over-the-counter, the closing or last price of the
Stock on the composite tape or other comparable reporting system on that date or, if such date is not a trading day, the last market trading day prior to such date.

      2.15    Option means an option to purchase shares of Stock.

      2.16    Optionee means a Participant to whom an Option shall have been granted under the Plan.

      2.17    Participant means any holder of an outstanding Award under the Plan.

      2.18    Performance Criteria means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. The Performance Criteria used to establish Performance Goals are limited to: (i) cash flow (before or after dividends), (ii) earnings per
share (including, without limitation, earnings before interest, taxes, depreciation and amortization), (iii) stock price, (iv) return on equity, (v) stockholder return or total stockholder
return, (vi) return on capital (including, without limitation, return on total capital or return on invested capital), (vii) return on investment, (viii) return on assets or net assets, (ix)
market capitalization, (x) economic value added, (xi) debt leverage (debt to capital), (xii) revenue, (xiii) sales or net sales, (xiv) backlog, (xv) income, pre-tax income or net income,
(xvi) operating income or pre-tax profit,









(xvii) operating profit, net operating profit or economic profit, (xviii) gross margin, operating margin or profit margin, (xix) return on operating
revenue or return on operating assets, (xx) cash from operations, (xxi) operating ratio, (xxii) operating revenue, (xxiii) market share improvement, (xxiv) general and administrative
expenses and (xxv) customer service.

      2.19    Performance Goals means, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based
upon one or more of the Performance Criteria.  The Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit,
subsidiary, or an individual, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Affiliate, either individually,
alternatively or in any combination, and measured either quarterly, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to
previous years' results or to a designated comparison group, in each case as specified by the Committee. The Committee will objectively define the manner of calculating the
Performance Goal or Goals it selects to use for such Performance Period for such Participant, including whether or to what extent there shall not be taken into account any of the
following events that occurs during a performance period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law, accounting
principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinary, unusual, non-recurring or
non-comparable items (A) as described in Accounting Standard Codification Section 225-20 (or its successor provisions), (B) as described in management's discussion and analysis
of financial condition and results of operations appearing in the Company's annual report to stockholders for the applicable year, or (C) publicly announced by the Company in a
press release or conference call relating to the Company's results of operations or financial condition for a completed quarterly or annual fiscal period.

      2.20    Performance Period means the one or more periods, which may be of varying and overlapping durations, selected by the Committee, over
which the attainment of one or more Performance Goals or other business objectives will be measured for purposes of determining a Participant's right to, and the payment of, a
Performance Unit.

      2.21    Performance Unit means a right granted to a Participant under Section 6.5, to receive cash, Stock or other Awards, the payment of which
is contingent on achieving Performance Goals or other business objectives established by the Committee.

      2.22    Plan means this Amended and Restated 2013 New Employee Inducement Incentive Plan of the Company, as amended from time to time, and
including any attachments or addenda hereto.

      2.23    Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.

      2.24    Restricted Stock Units means rights to receive shares of Stock at the close of a Restriction Period, subject to a Risk of Forfeiture.

      2.25    Restriction Period means the period of time, established by the Committee in connection with an Award of Restricted Stock or Restricted Stock
Units, during which the shares of Restricted Stock or Restricted Stock Units are subject to a Risk of Forfeiture described in the applicable Award Agreement.

      2.26    Risk of Forfeiture means a limitation on the right of the Participant to retain Restricted Stock or Restricted Stock Units, including a right in the
Company to reacquire shares of Restricted Stock at less than their then Market Value, arising because of the occurrence or non-occurrence of specified events or
conditions.








      2.27    Securities Act means the Securities Act of 1933, as amended.

      2.28    SEC means the Securities and Exchange Commission.

      2.29    Stock means common stock, par value $0.001 per share, of the Company, and such other securities as may be substituted for Stock
pursuant to Section 7.

      2.30    Stock Appreciation Right means a right to receive any excess in the Market Value of shares of Stock (except as otherwise provided in
Section 6.2(c)) over a specified exercise price.

      2.31    Stock Grant means the grant of shares of Stock not subject to restrictions or other forfeiture conditions.

      2.32    Stock Right means an Award in the form of an Option or a Stock Appreciation Right.

      2.33    Stockholders' Agreement means any agreement by and among the holders of at least a majority of the outstanding voting securities of the
Company and setting forth, among other provisions, restrictions upon the transfer of shares of Stock or on the exercise of rights appurtenant thereto (including, but not limited to,
voting rights).


3.    Shares Subject to the Plan; Term of the Plan



      3.1    Number of Shares.  Effective as of July 22, 2016: 


(a) no additional Awards may be granted under the Plan;

(b) no shares of Stock may be issued under the Plan other than pursuant to outstanding Awards; and 

(c) the number of shares of Stock reserved for issuance under the Plan is equal to the maximum number of shares issuable pursuant to Awards
outstanding as of such date, assuming the exercisability of all outstanding Stock Rights, the expiration of all Risks of Forfeiture applicable to outstanding Restricted Stock and
Restricted Stock Units, and the satisfaction of all Performance Goals or other business objectives applicable to outstanding Performance Units.  




The number of shares reserved for issuance pursuant to the Plan shall be reduced from time to time as and to the extent that (i) shares are issued pursuant
to, or in settlement of, outstanding Awards or (ii) outstanding Awards expire, terminate, are forfeited or cancelled.  

Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. 


      3.2    Term.  Effective as of July 22, 2016, no additional Awards may be granted under the Plan.  For avoidance of doubt, Awards outstanding as of
July 22, 2016 shall continue to be subject to the provisions of the Plan from and after such date. 








4.    Administration


In all events the Plan shall be administered by the Independent Board or Committee in compliance with Rule 5635(c)(4) (and any successor thereto) of the Listing Rules of
the NASDAQ Stock Market LLC ("Nasdaq").  The grant of any Award under the Plan must be approved by a majority of the members of the Board (each of whom is an
"independent director" as defined in the Nasdaq Listing Rules) or by the Company's independent compensation committee (as intended under the Nasdaq Listing Rules).
The Plan shall be administered by the Committee, provided, however, that at any time and on any one or more occasions the Independent Board may itself exercise any of the
powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee's
exercise of its authorities hereunder.  Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making
all determinations with respect to each Award to be granted by the Company under the Plan, including the new employee to receive the Award and the form of Award.  All Awards of
Stock or which otherwise entitle the Award recipient to acquire any shares of Stock shall be made from the authorized but unissued shares of Stock of the Company. The
Committee, or the Independent Board, shall determine in its sole discretion how many shares of Stock to issue under this Plan in the aggregate.  In making its determinations, the
Committee may take into account the nature of the services to be rendered by the new employees, their potential contributions to the success of the Company and its Affiliates, and
such other factors as the Committee in its discretion shall deem relevant.  Subject to the provisions of the Plan, the Committee shall also have complete authority to:  (a) interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it; (b) approve one or more forms of Award Agreement; (c) determine the initial terms and provisions of the
respective Award Agreements (which need not be identical), including, without limitation, as applicable, (i) the exercise price of the Award, (ii) the method of payment for shares of
Stock purchased upon the exercise of the Award, (iii) the timing, terms and conditions of the exercisability of the Award or the vesting of any shares acquired upon the exercise
thereof, (iv) the time of the expiration of the Award, (v) the effect of the Participant's termination of employment or other association with the Company on any of the foregoing, and
(vi) all other terms, conditions and restrictions applicable to the Award or such shares not inconsistent with the terms of the Plan; (d) amend, modify, extend, cancel or renew any
Award or to waive any restrictions or conditions applicable to any Award or any shares acquired upon the exercise thereof; (e) accelerate, continue, extend or defer the exercisability
of any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following a Participant's termination of employment or other
association with the Company; (f) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations
and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable
law; and (g) make all other determinations necessary or advisable for the administration of the Plan.  The Committee's determinations made in good faith on matters referred to in
the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award made pursuant hereto.



5.    Authorization of Grants



      5.1    Eligibility.  Persons eligible for Awards shall consist of employees whose potential contribution, in the judgment of the Committee, will
benefit the future success of the Company and/or an Affiliate.  Offers of Awards may be made prior to the commencement of employment with the Company or an Affiliate, but
Awards may be granted only effective on or after the commencement of such employment to persons not previously an employee or director of the Company, or following a bona
fide period of non-employment, as an inducement material to the individual's entering into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq
Listing Rules (or applicable replacement rules or regulations).  In addition, notwithstanding any other provision of the Plan to the contrary, all Awards must be granted either by the
Independent Board or the Committee.








      5.2    General Terms of Awards.  Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but not limited
to any specific terms and conditions applicable to that type of Award set out in the following Section), and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe.  No prospective Participant shall have any rights with respect to an Award, unless and until such Participant has executed an Award
agreement evidencing the Award, delivered a fully executed copy thereof to the Company, and otherwise complied with the applicable terms and conditions of such Award.


      5.3    Effect of Termination of Employment, Disability or Death. 



      (a)    Termination of Employment, Etc.  Unless the Committee shall provide otherwise with respect to any Award, if the Participant's employment or
other association with the Company and its Affiliates ends for any reason other than by total disability or death, including because of an Affiliate ceasing to be an Affiliate, (a) any
outstanding Stock Right of the Participant shall cease to be exercisable in any respect not later than three months following that event and, for the period it remains exercisable
following that event, shall be exercisable only to the extent exercisable at the date of that event, and (b) any other outstanding Award of the Participant shall be forfeited or otherwise
subject to return to or repurchase by the Company on the terms specified in the applicable Award Agreement.  Cessation of the performance of services in one capacity, for
example, as an employee, shall not result in termination of an Award while the Participant continues to perform services in another capacity, for example as a director. Military or sick
leave or other bona fide leave shall not be deemed a termination of employment or other association, provided that it does not exceed the longer of three months or the period during
which the absent Participant's reemployment rights, if any, are guaranteed by statute or by contract.  To the extent consistent with applicable law, the Committee may provide that
Awards continue to vest for some or all of the period of any such leave, or that their vesting shall be tolled during any such leave and only recommence upon the Participant's return
from leave, if ever.

      (b)    Disability of Participant.  If a Participant's employment or other association with the Company and its Affiliates ends due to disability (as defined
in Section 22(e)(3) of the Code), any outstanding Stock Right may be exercised at any time within six months following the date of termination of service, but only to the extent of the
accrued right to exercise at the time of termination of service, subject to the condition that no Stock Right shall be exercised after its expiration in accordance with its terms.


      (c)    Death of Participant.  In the event of the death during the Option period, or period during which the Stock Appreciation Right may be exercised,
of a Participant who is at the time of his or her death an employee, director or consultant and whose services had not ceased or been terminated (as determined with regard to the
second sentence of Section 5.3(a)) as such from the Grant Date until the date of death, the Stock Right of the Participant may be exercised at any time within six months following
the date of death by such Participant's estate or by a person who acquired the right to exercise the Stock Right by bequest, inheritance or otherwise as a result of the Participant's
death, but only to the extent of the accrued right to exercise at the time of death, subject to the condition that no Stock Right shall be exercised after its expiration in accordance with
its terms.




      5.4    Transferability of Awards.  Except as otherwise provided in this Section 5.4, Awards shall not be transferable, and no Award or interest therein
may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.  All of a Participant's rights in any
Award may be exercised during the life of the Participant only by the









Participant or the Participant's legal representative.  However, the Committee may, at or after the grant of an
Award of an Option or shares of Restricted Stock, provide that such Award may be transferred by the recipient to a family member; provided, however, that any such transfer is
without payment of any consideration whatsoever and that no transfer shall be valid unless first approved by the Committee, acting in its sole discretion.  For this purpose,
"family member" means any child, stepchild, grandchild, parent, grandparent, stepparent, 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, including adoptive relationships, any person sharing the employee's household (other than a tenant or employee),
a trust in which the foregoing persons have more than 50 percent of the beneficial interests, a foundation in which the foregoing persons (or the Participant) control the management
of assets, and any other entity in which these persons (or the Participant) own more than 50 percent of the voting interests.  The events of termination of service of Section 5.3
hereof or in the Award Agreement shall continue to be applied with respect to the original Participant, following which the Awards shall be exercisable by the transferee only to the
extent, and for the periods specified in the Award Agreement or Section 5.3, as applicable.


6.    Specific Terms of Awards



      6.1    Options.


      (a)    Date of Grant.  The granting of an Option shall take place at the time that legally effective action to grant the award is taken by the Committee
or the Independent Board.

      (b)    Exercise Price.  The price at which shares of Stock may be acquired under each Option shall be the Market Value of Stock on the Grant Date,
except as provided otherwise by the Committee upon the grant of the Option.

      (c)    Option Period.  No Option may be exercised on or after the tenth anniversary of the Grant Date, except as provided otherwise by the
Committee upon the grant of the Option.

      (d)    Exercisability.  An Option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine.  In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in whole or in part at any
time.

      (e)    Method of Exercise.  An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 14, specifying the
number of shares of Stock with respect to which the Option is then being exercised.  The notice shall be accompanied by payment in the form of cash or check payable to the order
of the Company in an amount equal to the exercise price of the shares of Stock to be purchased or, subject in each instance to the Committee's approval, acting in its sole
discretion, and to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company,


(i) by delivery to the Company of shares of Stock having a Market Value equal to the exercise price of the shares to be purchased, or 

(ii) by surrender of the Option as to all or part of the shares of Stock for which the Option is then exercisable in exchange for shares of Stock having an
aggregate Market Value equal to the difference between (1) the aggregate Market Value of the surrendered portion of the Option, and (2) the aggregate exercise price under the
Option for the surrendered portion of the Option, or 










(iii) unless prohibited by applicable law, by delivery to the Company of the Optionee's executed promissory note in the principal amount equal to the exercise
price of the shares of Stock to be purchased and otherwise in such form as the Committee shall have approved, or 

(iv) by delivery of any other lawful means of consideration which the Committee may approve.







If the Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal
cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company).  Receipt by the
Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option.  Within 30 days thereafter but subject to the
remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates or book-entry authorization and
instruction to the Company's transfer agent and registrar for the number of shares then being purchased.  Such shares of Stock shall be fully paid and nonassessable.  In its
reasonable discretion, the Committee may suspend or halt Option exercises for such length of time as the Committee deems reasonably necessary under circumstances in which
such suspension or halt is considered to be in the best interests of the Company.


      6.2    Stock Appreciation Rights.


      (a)    Tandem or Stand-Alone.  Stock Appreciation Rights may be granted in tandem with an Option (at or after the award of the Option), or alone and
unrelated to an Option.  Stock Appreciation Rights in tandem with an Option shall terminate to the extent that the related Option is exercised, and the related Option shall terminate
to the extent that the tandem Stock Appreciation Rights are exercised.

      (b)    Exercise Price.  Stock Appreciation Rights shall have an exercise price of not less than the Market Value of the Stock on the date of award, or
in the case of Stock Appreciation Rights in tandem with Options, the exercise price of the related Option.

      (c)    Other Terms.  Except as the Committee may deem inappropriate or inapplicable in the circumstances, Stock Appreciation Rights shall be
subject to terms and conditions substantially similar to those applicable to an Option.  In addition, a Stock Appreciation Right related to an Option which can only be exercised during
limited periods following a Corporate Transaction may entitle the Participant to receive an amount based upon the highest price paid or offered for Stock in any transaction relating to
the Corporate Transaction or paid during the 30-day period immediately preceding the occurrence of the Corporate Transaction in any transaction reported in the stock market in
which the Stock is normally traded.





      6.3    Restricted Stock.


      (a)    Purchase Price.  Shares of Restricted Stock shall be issued under the Plan for such consideration, in cash, other property or services, or any
combination thereof, as is determined by the Committee.

      (b)    Issuance of Certificates.  Each Participant receiving a Restricted Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock, or if issued in uncertificated form, shall be registered in the name of the Participant on the books of the Company's transfer
agent and registrar.  Such certificate or uncertificated shares shall be registered in the name of such Participant, and, if applicable, the certificate or the books of the Company's transfer










agent and registrar shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form: 


The shares evidenced by this certificate are subject to the terms and conditions of the 8x8, Inc. 2013 New Employee Inducement Incentive Plan and
an Award Agreement entered into by the registered owner and 8x8, Inc., copies of which will be furnished by the Company to the holder of the shares evidenced by this certificate
upon written request and without charge. 





      (c)    Escrow of Shares.  The Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in
blank, relating to the Stock covered by such Award.

      (d)    Restrictions and Restriction Period.  During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of services, Company or Affiliate performance or otherwise as
the Committee may determine and provide for in the applicable Award Agreement.  Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at
any time by the Committee on such basis as it deems appropriate. 

      (e)    Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award.  Except as otherwise provided in the Plan or the applicable Award
Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant shall have all of the rights of a stockholder
of the Company, including the right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock (but any dividends or other distributions payable in
shares of Stock or other securities of the Company shall constitute additional Restricted Stock, subject to the same Risk of Forfeiture as the shares of Restricted Stock in respect of
which such shares of Stock or other securities are paid).  The Committee, as determined at the time of Award, may permit or require the payment of cash dividends to be deferred
and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares of Stock are available under Section 3.1.

      (f)    Lapse of Restrictions.  If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such
shares shall be delivered to the Participant promptly if not theretofore so delivered.




      6.4    Restricted Stock Units.


      (a)    Character.  Each Restricted Stock Unit shall entitle the recipient to a share of Stock at a close of such Restriction Period as the Committee may
establish and subject to a Risk of Forfeiture arising on the basis of such conditions relating to the performance of services, Company or Affiliate performance or otherwise as the
Committee may determine and provide for in the applicable Award Agreement.  Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any
time by the Committee on such basis as it deems appropriate.

      (b)    Form and Timing of Payment.  Payment of earned Restricted Stock Units shall be made in a single lump sum following the close of the
applicable Restriction Period unless the applicable Award Agreement provides for a later settlement date in compliance with Section 409A of the Code.  At the discretion of the
Committee, Participants may be entitled to receive payments equivalent to any dividends declared with respect to Stock referenced in grants of Restricted Stock Units but only
following the close of the applicable Restriction Period and then only if the underlying Stock shall have been










earned.  Unless the Committee shall provide otherwise, any such dividend equivalents shall be paid, if at all, without interest or other earnings.




      6.5    Performance Units.


      (a)    Character.  Each Performance Unit shall entitle the recipient to the value of a specified number of shares of Stock, over the initial value for such
number of shares, if any, established by the Committee at the time of grant, at the close of a specified Performance Period to the extent specified business objectives, including, but
not limited to, Performance Goals, shall have been achieved.

      (b)    Earning of Performance Units. The Committee shall set Performance Goals or other business objectives in its discretion which, depending on
the extent to which they are met within the applicable Performance Period, will determine the number and value of Performance Units that will be paid out to the Participant.  After
the applicable Performance Period has ended, the holder of Performance Units shall be entitled to receive payout on the number and value of Performance Units earned by the
Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or other business objectives have been
achieved.

      (c)    Form and Timing of Payment.  Payment of earned Performance Units shall be made in a single lump sum following the close of the applicable
Performance Period.  At the discretion of the Committee, Participants may be entitled to receive any dividends declared with respect to Stock which have been earned in connection
with grants of Performance Units which have been earned, but not yet distributed to Participants.  Subject to compliance with Section 409A of the Code, the Committee may permit
or, if it so provides at grant require, a Participant to defer such Participant's receipt of the payment of cash or the delivery of Stock that would otherwise be due to such Participant by
virtue of the satisfaction of any requirements or goals with respect to Performance Units.  If any such deferral election is required or permitted, the Committee shall establish rules
and procedures for such payment deferrals.




      6.6    Stock Grants. Stock Grants shall be awarded solely in recognition of expected contributions to the success of the Company or its Affiliates, as
an inducement to employment, and in such other limited circumstances as the Committee deems appropriate.  Stock Grants shall be made without forfeiture conditions of any
kind.

      6.7    Awards to Participants Outside the United States.  The Committee may modify the terms of any Award under the Plan, granted to a Participant
who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or
appropriate in order that the Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value
and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States.  The Committee may establish supplements to, or
amendments, restatements, or alternative versions of, the Plan for the purpose of granting and administrating any such modified Award.  No such modification, supplement,
amendment, restatement or alternative version may increase the share limit of Section 3.1.


7.    Adjustment Provisions



      7.1    Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of the
Effective Date.  If subsequent to the Effective Date the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior application









of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed
with respect to shares of Stock, as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect
to such shares of Stock, an appropriate and proportionate adjustment will be made in (i) the maximum numbers and kinds of shares provided in Section 3.1, (ii) the numbers and
kinds of shares or other securities subject to the then outstanding Awards, (iii) the exercise price for each share or other unit of any other securities subject to then outstanding Stock
Rights (without change in the aggregate exercise price as to which such Rights remain exercisable), and (iv) the repurchase price of each share of Restricted Stock then subject to a
Risk of Forfeiture in the form of a Company repurchase right.

      7.2    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  In the event of any corporate action not specifically
covered by the preceding Section, including, but not limited to, an extraordinary cash distribution on Stock, a corporate separation or other reorganization or liquidation, the
Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances.  The
Committee also may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in this Section) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee 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.

      7.3    Related Matters.  Any adjustment in Awards made pursuant to Section 7.1 or 7.2  shall be determined and made, if at all, by the Committee,
acting in its sole discretion, and shall include any correlative modification of terms, including of Stock Right exercise prices, rates of vesting or exercisability, Risks of Forfeiture,
applicable repurchase prices for Restricted Stock, and Performance Goals and other business objectives which the Committee may deem necessary or appropriate so as to ensure
the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly
contemplated in this Section 7.  The Committee, in its discretion, may determine that no fraction of a share of Stock shall be purchasable or deliverable upon exercise, and in that
event if any adjustment hereunder of the number of shares of Stock covered by an Award would cause such number to include a fraction of a share of Stock, such number of shares
of Stock shall be adjusted to the nearest smaller whole number of shares.  No adjustment of an Option exercise price per share pursuant to Sections 7.1 or 7.2 shall result in an
exercise price which is less than the par value of the Stock. 


      7.4    Corporate Transactions.


      (a)    Treatment of Awards in a Corporate Transaction.  In a Corporate Transaction, the Committee, in its sole and absolute discretion, may take any
one or more of the following actions as to all or any (or any portion of) outstanding Awards.


      (i)    Assumption and Substitution.  Provide that such Awards shall be assumed, or substantially equivalent rights shall be provided in substitution
therefor, by the acquiring or succeeding entity (or an affiliate thereof), and that any repurchase or other rights of the Company under each such Award shall inure to the benefit of
such acquiring or succeeding entity (or affiliate thereof).

      (ii)    Termination, Forfeiture and Reacquisition.  Upon written notice to the holders, provide that:










(A) any unexercised Stock Rights shall terminate immediately prior to the consummation of the Corporate Transaction unless exercised within a
specified period following the date of such notice and that any Stock Rights not then exercisable will expire automatically upon consummation of the Corporate
Transaction;

(B) any Restricted Stock Units shall terminate and be forfeited immediately prior to the consummation of the Corporate Transaction to the extent they
are then subject to a Risk of Forfeiture; and/or

(C) any shares of Restricted Stock shall automatically be reacquired by the Corporation upon consummation of the Corporate Transaction at a price per
share equal to the lesser of the Market Value of the Restricted Stock and the purchase price paid by the Participant.




      (iii)    Acceleration of Vesting.  Provide that:


(A) any and all Stock Rights not already exercisable in full shall Accelerate with respect to all or a portion of the shares for which such Stock Rights are
not then exercisable prior to or upon the consummation of the Corporate Transaction; and/or

(B)  any Risk of Forfeiture applicable to Restricted Stock and Restricted Stock Units which is not based on achievement of Performance Goals or other
business objectives shall lapse upon consummation of the Corporate Transaction with respect to all or a portion of the Restricted Stock and Restricted Stock Units then subject to
such Risk of Forfeiture.




      (iv)    Achievement of Performance Goals.  Provide that all outstanding Awards of Restricted Stock and Restricted Stock Units conditioned on the
achievement of Performance Goals or other business objectives and the target payout opportunities attainable under outstanding Performance Units shall be deemed to have been
satisfied as of the effective date of the Corporate Transaction as to (i) none of, (ii) all of or (iii) a pro rata number of shares based on the assumed achievement of all relevant
Performance Goals or other business objectives and the length of time within the Restriction Period or Performance Period which has elapsed prior to the Corporate Transaction.  All
such Awards of Performance Units and Restricted Stock Units shall be paid to the extent earned to Participants in accordance with their terms within 30 days following the effective
date of the Corporate Transaction.

      (v)    Cash Payments to Holders of Stock Rights.  Provide for cash payments, net of applicable tax withholdings, to be made to holders of Stock
Rights equal to the excess, if any, of (A) the acquisition price times the number of shares of Stock subject to a Stock Right (to the extent the exercise price does not exceed the
acquisition price) over (B) the aggregate exercise price for all such shares of Stock subject to the Stock Right, in exchange for the termination of such Stock Right; provided, that if
the acquisition price does not exceed the exercise price of any such Stock Right, the Committee may cancel that Stock Right without the payment of any consideration therefor prior
to or upon the Corporate Transaction.  For this purpose, "acquisition price" means the amount of cash, and market value of any other consideration, received in payment
for a share of Stock surrendered in a Corporate Transaction. 










      (vi)    Conversion of Stock Rights Upon Liquidation or Dissolution.  Provide that, in connection with a liquidation or dissolution of the Company, Stock
Rights shall convert into the right to receive liquidation proceeds net of the exercise price thereof and any applicable tax withholdings.


(vii)  Any combination of the foregoing.


None of the foregoing shall apply, however, (i) in the case of any Award pursuant to an Award Agreement requiring other or additional terms upon a
Corporate Transaction (or similar event), or (ii) if specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national
securities exchanges on which the Stock is listed.  




(b) Assumption and Substitution of Awards.  For purposes of Section 7.4(a)(i) above, an Award shall be considered assumed, or a
substantially equivalent award shall be considered to have been provided in substitution therefor, if following consummation of the Corporate Transaction the Award is assumed
and/or exchanged or replaced with another award issued by the acquiring or succeeding entity (or an affiliate thereof) that confers the right to purchase or receive the value of, for
each share of Stock subject to the Award immediately prior to the consummation of the Corporate Transaction, the consideration (whether cash, securities or other property)
received as a result of the Corporate Transaction by holders of Stock for each share of Stock held immediately prior to the consummation of the Corporate Transaction (and if
holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if the
consideration received as a result of the Corporate Transaction is not solely common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof), the
Committee may provide for the consideration to be received upon the exercise of Award to consist of or be based on solely common stock (or its equivalent) of the acquiring or
succeeding entity (or an affiliate thereof) equivalent in value to the per share consideration received by holders of outstanding shares of Stock as a result of the Corporate
Transaction.

(c) Related Matters. In taking any of the actions permitted under this Section 7.4, the Committee shall not be obligated to treat all Awards, all
Awards held by a Participant, or all Awards of the same type, identically. Any determinations required to carry out the foregoing provisions of this Section 7.4, including, but not
limited to, the market value of other consideration received by holders of Stock in a Corporate Transaction and whether substantially equivalent awards have been substituted, shall
be made by the Committee acting in its sole and absolute discretion.  In connection with any action or actions taken by the Committee in respect of Awards and in connection with a
Transaction, the Committee may require such acknowledgements of satisfaction and releases from Participants as it may determine. 




8.    Settlement of Awards



      8.1    In General.  Awards of Restricted Stock shall be settled in accordance with their terms.  All other Awards may be settled in cash, Stock, or
other Awards, or a combination thereof, as determined by the Committee at or after grant and subject to any contrary Award Agreement.  The Committee may not require settlement
of any Award in Stock pursuant to the immediately preceding sentence to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason of any other
provision of the Plan.

      8.2    Violation of Law.  Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of
the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for
such shares until (i) approval shall have been obtained from such









governmental agencies, other than the Securities and Exchange Commission, as may be required under any
applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange
Commission, one of the following conditions shall have been satisfied:


(a) the shares are at the time of the issue of such shares effectively registered under the Securities Act; or

(b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the
Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration
under the Securities Act or any applicable State securities laws.




The Company shall make all reasonable efforts to bring about the occurrence of said events


      8.3    Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the charter, certificate or articles, or by laws, of the Company.  Whenever Stock is to be issued pursuant to an
Award, if the Committee so directs at or after grant, the Company shall be under no obligation to issue such shares until such time, if ever, as the recipient of the Award (and any
person who exercises any Option, in whole or in part), shall have become a party to and bound by the Stockholders' Agreement, if any.  In the event of any conflict between the
provisions of this Plan and the provisions of the Stockholders' Agreement, the provisions of the Stockholders' Agreement shall control, but insofar as possible the provisions of the
Plan and such Agreement shall be construed so as to give full force and effect to all such provisions.

      8.4    Investment Representations.  The Company shall be under no obligation to issue any shares covered by any Award unless the shares to be
issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act, or the Participant shall have made such written representations to the
Company (upon which the Company believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such
shares will be exempt from the registration requirements of the Securities Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and
regulations, including but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale in
connection with, the distribution of any such shares.


      8.5    Registration.  If the Company shall deem it necessary or desirable to register under the Securities Act or other applicable statutes any shares of
Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such shares of Stock for exemption from the Securities Act or other applicable statutes,
then the Company shall take such action at its own expense.  The Company may require from each recipient of an Award, or each holder of shares of Stock acquired pursuant to the
Plan, such information in writing for use in any registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for that purpose and may
require reasonable indemnity to the Company and its officers and directors from that holder against all losses, claims, damage and liabilities arising from use of the information so
furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which they were made.  In addition, the Company may require of any such person that he or she agree that,
without the prior written consent of the Company or the managing underwriter in any public offering of shares of Stock, he or she will not sell, make any short sale of, loan, grant any
option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of Stock during the period not to exceed 180 days









commencing on the effective date
of the registration statement relating to the underwritten public offering of securities. Without limiting the generality of the foregoing provisions of this Section 8.5, if in connection with
any underwritten public offering of securities of the Company the managing underwriter of such offering requires that the Company's directors and officers enter into a lock-up
agreement containing provisions that are more restrictive than the provisions set forth in the preceding sentence, then (a) each holder of shares of Stock acquired pursuant to the
Plan (regardless of whether such person has complied or complies with the provisions of clause (b) below) shall be bound by, and shall be deemed to have agreed to, the same
lock-up terms as those to which the Company's directors and officers are required to adhere; and (b) at the request of the Company or such managing underwriter, each such
person shall execute and deliver a lock-up agreement in form and substance equivalent to that which is required to be executed by the Company's directors and officers.


      8.6    Placement of Legends; Stop Orders; etc.  Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to
the investment representations made in accordance with Section 8.4 in addition to any other applicable restrictions under the Plan, the terms of the Award and, if applicable, to
the fact that no registration statement has been filed with the Securities and Exchange Commission in respect to such shares of Stock.  All certificates for shares of Stock or other
securities delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other
requirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.

      8.7    Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan, the Company shall have the
right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by
law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares.  The
obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award.  However, in such cases Participants may elect, subject to the approval of
the Committee, acting in its sole discretion, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares to satisfy their tax
obligations.  Participants may only elect to have shares withheld having a Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could
be imposed on the transaction.  All elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee
deems appropriate.

      8.8    Company Charter and By-Laws; Other Company Policies.  This Plan and all Awards granted under the Plan (including the exercise, settlement
or exchange of an Award) are subject to and must comply with the certificate of incorporation and by-laws of the Company, as they may be amended from time to time, and all other
Company policies duly adopted by the Board, the Committee or any other committee of the Board as in effect from time to time regarding the acquisition, ownership or sale of Stock
by employees and other service providers, including, without limitation, policies intended to limit the potential for insider trading and to avoid or recover compensation payable or paid
on the basis of inaccurate financial results or statements, employee conduct, and other similar events.








9.    Reservation of Stock

The Company shall at all times during the term of the Plan and any outstanding Awards granted hereunder reserve or otherwise keep available such number of shares of
Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay all fees and expenses necessarily incurred by the Company in connection therewith.


10.    Limitation of Rights in Stock; No Special Service Rights

A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock subject to an Award, unless and until a
certificate shall have been issued therefor and delivered to the Participant or his agent, or if uncertificated shares are to be issued, until such shares have been registered in the
name of the Participant on the books of the transfer agent and registrar of the Stock.  Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all
restrictions upon the transfer thereof which may be now or hereafter imposed by the certificate of incorporation and the bylaws of the Company.  Nothing contained in the Plan or in
any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her employment or other association with the Company (or any
Affiliate), or interfere in any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment or consulting agreement or provision of law or
certificate of incorporation or by laws to the contrary, at any time to terminate such employment or consulting agreement or to increase or decrease, or otherwise adjust, the other
terms and conditions of the recipient's employment or other association with the Company and its Affiliates.


11.    Unfunded Status of Plan

The Plan is intended to constitute an "unfunded" plan for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended.  With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general creditor of the Company.  In its sole discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to Options, Stock Appreciation Rights and other Awards hereunder,
provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

12.    Nonexclusivity of the Plan

Neither the adoption of the Plan by the Board nor any action taken in connection with the adoption or operation of the Plan shall be construed as creating any limitations on
the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than
under the Plan, and such arrangements may be either applicable generally or only in specific cases.

13.    Amendment of the Plan

Effective as of July 22, 2016, no additional Awards may be granted under the Plan.  Subject to the foregoing, the Independent Board may at any time make such
modifications of the Plan as it shall deem advisable.  Unless the Independent Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award
outstanding on the date of such amendment.  In any case, no amendment of the Plan may, without the consent of any recipient of an Award granted hereunder, adversely affect the
rights of the recipient under such Award.








The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the
Plan, but no such amendment shall impair the rights of the recipient of such Award without his or her consent.

14.    Notices and Other Communications

Any notice, demand, request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly
sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as
the case may be, (i) if to the recipient of an Award, at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed
to the attention of its Chief Financial Officer, or to such other address or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor.
All such notices, requests, demands and other communications shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the
case of mailing, when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report.

15.    No Guarantee of Tax Consequences

Neither the Company nor any Affiliate, nor any director, officer, agent, representative or employee of either, guarantees to the Participant or any other person any particular
tax consequences as a result of the grant of, exercise of rights under, or payment in respect of an Award, including, but not limited to, that the provisions and penalties of Section
409A of the Code, pertaining to non-qualified plans of deferred compensation, will or will not apply.

16.    Administrative Provisions

Nothing contained in the Plan shall require the issuance or delivery of certificates for any period during which the Company has elected to maintain or caused to be
maintained the evidence of ownership of its shares of Stock, either generally or in the case of Stock acquired pursuant to Awards, by book entry, and all references herein to such
actions or to certificates shall be interpreted accordingly in light of the systems maintained for that purpose.  Furthermore, any reference herein to actions to be taken or notices
(including of grants of Awards) to be provided in writing or pursuant to specific procedures may be satisfied by means of and pursuant to any electronic or automated voice response
systems the Company may elect to establish for such purposes, either by itself or through the services of a third party, for the period such systems are in effect.


17.    Governing Law


It is intended that all Awards shall be granted and maintained on a basis which ensures they are exempt from, or otherwise compliant with, the requirements of Section
409A of the Code and the Plan shall be governed, interpreted and enforced consistent with such intent.  Neither the Committee nor the Company, nor any of its Affiliates or its or
their officers, employees, agents, or representatives, shall have any liability or responsibility for any adverse federal, state or local tax consequences and penalty taxes which may
result the grant or settlement of any Award on a basis contrary to the provisions of Section 409A of the Code or comparable provisions of any applicable state or local income tax
laws.  The Plan and all Award Agreements and actions taken thereunder otherwise shall be governed, interpreted and enforced in accordance with the laws of the state of California,
without regard to the conflict of laws principles thereof.