EX-10.1



 Exhibit 10.1 

CHICOPEE BANCORP, INC. 

2007 EQUITY INCENTIVE PLAN 

ARTICLE 1 
 PURPOSE

 The purpose of the Chicopee Bancorp, Inc. 2007 Equity Incentive Plan (the “Plan”) is to promote the success, and enhance
the value, of Chicopee Bancorp, Inc. (the “Company”), by linking the personal financial and economic interests of employees, officers and directors of the Company or any Affiliate (as defined below) to those of Company shareholders and by
providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of employees, officers and directors upon whose
judgment, interest and special effort the successful conduct of the Company’s operation largely depends. Accordingly, the Plan permits the grant of equity incentive awards from time to time to selected employees, officers and directors of the
Company and its Affiliates. 
 ARTICLE 2 

DEFINITIONS 
 When a word
or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Article 2 unless the context clearly requires a
different meaning. The following words and phrases shall have the following meanings: 
 “Affiliate” means an entity that
directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee. 

“Award” means any Option or Restricted Stock Award granted to a Participant under the Plan. 

“Award Agreement” means a written document, in such form as the Committee prescribes from time to time, setting forth the
terms and conditions of an Award. 
 “Board of Directors” means the Board of Directors of the Company. 

“Change in Control” means the occurrence of any one of the following events: 

 

	 	(1)	Merger: The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and, as a result, less than a majority of the combined voting power of the
resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation. 


 

	 	(2)	Acquisition of Significant Share Ownership: A report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or is required to be filed under Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (2) shall
not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns fifty percent (50%) or more of its outstanding voting securities;


  

	 	(3)	Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to
constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (3), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a
vote of at least two-thirds ( 2⁄3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at
the beginning of such period; or 


  
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	 	(4)	Sale of Assets: The Company sells to a third party all or substantially all of its assets. 


“Change in Control Price” means the highest price per share of Shares offered in conjunction with any transaction resulting
in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board of
Directors, the highest Fair Market Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change in Control occurs. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Committee” means the committee of the Board of Directors described in Article 4 of the Plan. 

“Company” means Chicopee Bancorp, Inc., or any successor corporation. 

“Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee, officer
or director of the Company or any Affiliate, as applicable. Continuous service shall not be considered interrupted in the case of sick leave, military leave or any other absence approved by the Company or an Affiliate, in the case of transfers
between payroll locations or between the Company, an Affiliate or a successor, or performance of services in an emeritus advisory or consulting capacity, provided, however, that for purposes of an Incentive Stock Option, “Continuous Status as a
Participant” means the absence of any interruption or termination of service as an employee of the Company or any Affiliate, as applicable. 

“Covered Employee” means a covered employee as defined in Section 162(m)(3) of the Code. 

“Disability” shall mean any illness or other physical or mental condition of a Participant that renders the Participant
incapable of performing his or her customary and usual duties for the Company or an Affiliate, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the
judgment of the Committee, is permanent and continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition. Notwithstanding the above, with
respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code. 

“Effective Date” has the meaning assigned such term in Section 3.1 of the Plan. 

“Eligible Participant” means an employee, officer or director of the Company or any Affiliate. 

“Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded. 

“Fair Market Value” on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on such
exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange,
Fair Market Value shall mean a price determined by the Committee in good faith on the basis of objective criteria. 
 “Grant
Date” means the date an Award is made by the Committee. 
 “Incentive Stock Option” means an Option that is
intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto. 

“Non-Employee Director” means a director of the Company or an Affiliate who is not a common law employee of the Company or an
Affiliate. 

  
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 “Nonstatutory Stock Option” means an Option that is not an Incentive Stock
Option. 
 “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 
 “Parent or
Subsidiary” means a “parent” or “subsidiary” as such terms are defined in Sections 424(e) and (f) of the Code. 

“Participant” means a person who, as an employee, officer or director of the Company or any Affiliate, has been granted an
Award under the Plan; provided, however, that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Article 9.4 of the Plan or the legal guardian or other legal representative
acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision. 
 “Plan”
means the Chicopee Bancorp, Inc. 2007 Equity Incentive Plan, as amended from time to time. 
 “Restricted Stock Award”
means Stock granted to a Participant under Article 8 of the Plan that is subject to certain restrictions and to risk of forfeiture. 

“Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Article 10 of
the Plan, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Article 10 of the Plan. 

“Stock” means the common stock of the Company, no par value, and such other securities of the Company as may be substituted
for Stock pursuant to Article 10 of the Plan. 
 “1933 Act” means the Securities Act of 1933, as amended from time to time.

 “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time. 

ARTICLE 3 
 EFFECTIVE
TERM OF PLAN 
 3.1 EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by the shareholders of the Company
(the “Effective Date”); provided, that for purposes of this provision, the Plan shall become effective prior to July 20, 2007, only upon an affirmative vote of a majority of the shares outstanding and eligible to vote. If the Plan
does not receive an affirmative vote of a majority of shares outstanding and eligible to vote, but does receive an affirmative vote of a majority of the votes cast, then the Plan shall become effective as of July 20, 2007. 

3.2 TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date. The termination of the Plan on such
date shall not affect the validity of any Award outstanding on the date of termination. 
 ARTICLE 4 

ADMINISTRATION 
 4.1
COMMITTEE. The Plan shall be administered by a Committee appointed by the Board of Directors (which Committee shall consist of at least two disinterested directors) or, at the discretion of the Board of Directors from time to time, the Plan may
be administered by the Board of Directors. It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and
“outside directors” (within the meaning of Code Section 162(m) and the regulations thereunder) and that any such members of the Committee who do not so qualify shall abstain from participating in any decision to make or administer
Awards that are made to Eligible Participants who, at the time of consideration for such Award, (i) are persons subject to the short-swing profit rules of Section 16 of the 1934 Act, or (ii) are reasonably anticipated to become
Covered Employees during the term of the Award. However, the mere fact 

  
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that a Committee member shall fail to qualify under either of the foregoing requirements or shall fail to abstain from such action shall not invalidate any Award made by the Committee which Award
is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board of Directors. The Board of Directors may reserve for itself any or all
of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board of Directors has reserved any authority and responsibility or during any time that the
Board of Directors is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board of Directors. To the extent
any action of the Board of Directors under the Plan conflicts with actions taken by the Committee, the actions of the Board of Directors shall control. 

4.2 ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt
rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of
the Plan, any Awards granted under the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled, in good
faith, to rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel
or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 

4.3 AUTHORITY OF COMMITTEE. Except as provided below, the Committee has the exclusive power, authority and discretion to: 

 

	 	(a)	Grant Awards; 

  

	 	(b)	Designate Participants; 

  

	 	(c)	Determine the type or types of Awards to be granted to each Participant; 

  

	 	(d)	Determine the number of Awards to be granted and the number of Shares to which an Award will relate; 

  

	 	(e)	Determine the terms and conditions of any Award granted under the Plan, including, but not limited to, the exercise price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions
or restrictions on the exercisability of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion determines; 


 

	 	(f)	Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award in accordance with Articles 9 and 10 of the Plan, based in each case on such considerations as the Committee in its sole
discretion determines; 

  

	 	(g)	Prescribe the form of each Award Agreement, which need not be identical for each Participant; 

  

	 	(h)	Decide all other matters that must be determined in connection with an Award; 

  

	 	(i)	Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan; 


 

	 	(j)	Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan; and 


 

	 	(k)	Amend the Plan or any Award Agreement as provided herein. 


  
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 Notwithstanding the above, the Board of Directors or the Committee may also delegate, to the
extent permitted by applicable law, to one or more officers of the Company, the Committee’s authority under subsections (a) through (h) above, pursuant to a resolution that specifies the total number of Options or Restricted Stock
Awards that may be granted under the delegation, provided that no officer may be delegated the power to designate himself or herself as a recipient of such Awards; and provided further that no delegation of its duties and responsibilities may be
made to officers of the Company with respect to Awards to Eligible Participants who as of the Grant Date are persons subject to the short-swing profit rules of Section 16 of the 1934 Act, or who as of the Grant Date are reasonably anticipated
to become Covered Employees during the term of the Award. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report to the Committee regarding the delegated duties and responsibilities. 

4.4 AWARD AGREEMENTS. Each Award shall be evidenced by an Award Agreement. Each Award Agreement shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee. 
 ARTICLE 5 

SHARES SUBJECT TO THE PLAN 

5.1 NUMBER OF SHARES. Subject to adjustment as provided in Article 10 of the Plan, the aggregate number of Shares reserved and
available for issuance pursuant to Awards granted under the Plan shall be 1,041,510. 
 5.2 SHARE COUNTING. 

 

	 	(a)	To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued Shares subject to the Award will again be available for issuance pursuant to Awards granted under the
Plan. 

  

	 	(b)	If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or attestation), only the number of Shares issued in excess of the delivery or attestation shall be
considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan. 

  

	 	(c)	To the extent that the full number of Shares subject to an Option is not issued upon exercise of the Option for any reason (other than Shares used to satisfy an applicable tax withholding obligation), only the number of
Shares issued and delivered upon exercise of the Option shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan. Nothing in this subsection shall imply that any
particular type of cashless exercise of an Option is permitted under the Plan, that decision being reserved to the Committee or other provisions of the Plan. 


5.3 STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market. 
 5.4 LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the
contrary (but subject to adjustment as provided in Article 10), the maximum number of Shares that may be delivered pursuant to Options under the Plan is 743,936 and the maximum number of Shares that may be delivered pursuant to Award of Restricted
Stock under the Plan is 297,574. The maximum number of Shares with respect to which Options may be granted during any one calendar year under the Plan to any one Participant shall be 185,984. 

ARTICLE 6 
 ELIGIBILITY

 Awards may be granted only to Eligible Participants; except that Incentive Stock Options may be granted only to Eligible Participants
who are employees of the Company or a Parent or Subsidiary of the Company. 

  
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 ARTICLE 7 

STOCK OPTIONS 
 7.1
GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions: 
  

	 	(a)	Exercise Price. The exercise price of an Option shall not be less than the Fair Market Value as of the Grant Date. 

  

	 	(b)	Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(d) of the Plan. The Committee shall also
determine the conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested. The Committee may waive any exercise or vesting provisions at any time in whole or in part based upon factors as the Committee may
determine in its sole discretion so that the Option becomes exercisable or vested at an earlier date. 

  

	 	(c)	Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, Shares, or other property (including
“cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants. 

  

	 	(d)	Exercise Term. In no event may any Option be exercisable for more than ten (10) years from the Grant Date. 


7.2 INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the following additional
rules: 
  

	 	(a)	Lapse of Option. Subject to any earlier termination provision contained in the Award Agreement, an Incentive Stock Option shall lapse upon the earliest of the following circumstances; provided, however, that the
Committee may, prior to the lapse of the Incentive Stock Option under the circumstances described in subsections (3), (4) or (5) below, provide in writing that the Option will extend until a later date, but if an Option is so extended and
is exercised after the dates specified in subsections (3) and (4) below, it will automatically become a Nonstatutory Stock Option: 

  

	 	(1)	The expiration date set forth in the Award Agreement. 

  

	 	(2)	The tenth anniversary of the Grant Date. 

  

	 	(3)	Three (3) months after termination of the Participant’s Continuous Status as a Participant for any reason other than the Participant’s Disability or death. 


 

	 	(4)	One (1) year after the Participant’s Continuous Status as a Participant by reason of the Participant’s Disability. 

  

	 	(5)	One (1) year after the termination of the Participant’s death if the Participant dies while employed, or during the three-month period described in paragraph (3) or during the one-year period described in
paragraph (4), but before the Option otherwise lapses. 

 Unless the exercisability of the Incentive Stock Option is
accelerated as provided in Articles 9 or 10 of the Plan, if a Participant exercises an Option after termination of employment, the Option may be exercised only with respect to the Shares that were otherwise vested on the Participant’s
termination of employment. Upon the Participant’s death, any exercisable Incentive Stock Options may be exercised by the Participant’s beneficiary, determined in accordance with Section 9.4 of the Plan. 

  
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	 	(b)	Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the Grant Date) of all Shares with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar
year may not exceed $100,000.00 (or any higher value as may be permitted under Section 422 of the Code). 

  

	 	(c)	Ten Percent Owners. No Incentive Stock Option shall be granted to any individual who, at the Grant Date, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary unless the exercise price per share of such Option is at least one hundred and ten percent (110%) of the Fair Market Value per Share at the Grant Date and the Option expires no later than five
(5) years after the Grant Date. 

  

	 	(d)	Expiration of Authority to Grant Incentive Stock Options. No Incentive Stock Option may be granted pursuant to the Plan after the day immediately prior to the tenth anniversary of the date the Plan was approved
by shareholders, or the termination of the Plan, if earlier. 

  

	 	(e)	Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant or, in the case of the Participant’s Disability, by the Participant’s guardian
or legal representative. 

  

	 	(f)	Eligible Grantees. The Committee may not grant an Incentive Stock Option to a person who is not at the Grant Date an employee of the Company or of an Affiliate. 


ARTICLE 8 
 RESTRICTED
STOCK 
 8.1 GRANT OF RESTRICTED STOCK. The Committee is authorized to make Awards of Restricted Stock to Participants in such
amounts and subject to such terms and conditions as may be selected by the Committee. 
 8.2 ISSUANCE AND RESTRICTIONS. Restricted
Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted
Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter. Except as otherwise provided in an Award Agreement, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock. 

8.3 FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination
of Continuous Status as a Participant during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; provided, however, that the Committee may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from death or disability or in connection with a Change in Control, and the Committee may in other cases
waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock. 
 8.4 DELIVERY OF RESTRICTED STOCK.
Unless otherwise held in a trust and registered in the name of the trustee, reasonably promptly after the Grant Date with respect to shares of Restricted Stock, the Company shall cause to be issued a stock certificate, registered in the name of the
Participant to whom the Restricted Stock was granted, evidencing such shares. Each such stock certificate shall bear the following legend: 

“The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions
(including forfeiture provisions and restrictions against transfer) contained in the Chicopee Bancorp, Inc. 2007 Equity Incentive Plan and in the Award Agreement entered into between the registered owner of such shares and Chicopee Bancorp, Inc. or
its Affiliates. A copy of the Plan and the Award Agreement is on file in the office of the Corporate Secretary of Chicopee Bancorp, Inc.” 

  
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 Such legend shall not be removed until the Participant vests in such shares pursuant to the terms
of the Plan and the Award Agreement. Each certificate issued pursuant to this Section 8.4, in connection with a Restricted Stock Award, shall be held by the Company or its Affiliates, unless the Committee determines otherwise. 

8.5 VOTING RIGHTS. Unless otherwise determined by the Committee at the time of grant, a Participant holding Restricted Stock shall be
entitled to exercise full voting rights with respect to those Shares during the restriction period. 
 8.6 DIVIDENDS AND OTHER
DISTRIBUTIONS. During the restriction period, a Participant holding Restricted Stock may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares. Such dividends shall be paid to the Participant at
times determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends that the Committee deems appropriate. 

ARTICLE 9 
 GENERAL
PROVISIONS APPLICABLE TO AWARDS 
 9.1 STAND-ALONE AND TANDEM AWARDS. Awards granted under the Plan may, in the sole discretion
of the Committee, be granted either alone or in addition to or, in tandem with, any other Award granted under the Plan. 
 9.2 TERM OF
AWARD. The term of each Award shall be for the period as determined by the Committee, provided that in no event shall the term of any Incentive Stock Option exceed a period of ten (10) years from its Grant Date (or, if Section 7.2(c)
applies, five (5) years from its Grant Date). 
 9.3 LIMITS ON TRANSFER. No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other
than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if that Code section applied to an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes
that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be an option described in Code Section 422(b), and (iii) is otherwise
appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards. 

9.4 BENEFICIARIES. Notwithstanding Section 9.3 of the Plan, a Participant may, in the manner determined by the Committee,
designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights
under the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee. 
 9.5 STOCK CERTIFICATES. All Stock issuable under the
Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock. 

  
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 9.6 ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award
Agreement, upon the Participant’s death or Disability during his or her Continuous Status as a Participant, all of such Participant’s outstanding Options and other Awards in the nature of rights that may be exercised shall become fully
exercisable and all time-based vesting restrictions on the Participant’s outstanding Awards shall lapse. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To the extent
that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(b) of the Plan, the excess Options shall be deemed to be Nonstatutory Stock Options. 

9.7 TERMINATION OF EMPLOYMENT. Whether military, government or other service or other leave of absence shall constitute a termination
of employment shall be determined in each case by the Committee at its discretion and in accordance with the terms of the Plan, and any determination by the Committee shall be final and conclusive. A Participant’s Continuous Status as a
Participant shall not be deemed to terminate in a circumstance in which a Participant transfers from the Company to an Affiliate, transfers from an Affiliate to the Company, or transfers from one Affiliate to another Affiliate. To the extent that
this provision causes Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be an employee of the Company, a Parent or Subsidiary for purposes of Sections 424(e) and 424(f) of the Code, the Options held by
such Participant shall be deemed to be Nonstatutory Stock Options. 
 ARTICLE 10 

CHANGE IN CAPITAL STRUCTURE; CHANGE IN CONTROL 

10.1 CHANGES IN CAPITAL STRUCTURE. In the event of a corporate event or transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization limits under Article 5 shall be adjusted proportionately,
and the Committee shall adjust the Plan and Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan;
(ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and
(iv) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event of a subdivision of the outstanding stock (stock-split), a declaration of a dividend payable in Shares, or a combination or
consolidation of the outstanding stock unto a lesser number of Shares, the authorization limits under Article 5 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically be adjusted
proportionately without any change in the aggregate purchase price therefor. 
 10.2 ACCELERATED VESTING AND PAYMENT. Subject to the
provisions of Section 10.3 of the Plan or as otherwise provided in the Award Agreement, in the event of a Change in Control, unless otherwise specifically prohibited under law or by the rules and regulations of an Exchange: 

 

	 	(a)	Any and all Options granted hereunder shall become immediately exercisable; additionally, if a Participant’s employment or service is involuntarily terminated or constructively terminated for any reason except
cause within twelve (12) months of such Change in Control, the Participant shall have until the expiration of the term of the Option to exercise such Options; 


 

	 	(b)	Any time-based and other restrictions imposed on Restricted Stock shall lapse; and 

  

	 	(c)	The Committee shall have the ability to unilaterally determine that all outstanding Awards are cancelled upon a Change in Control, and the value of such Awards, as determined by the Committee in accordance with the
terms of the Plan and the Award Agreement, be paid out in cash in an amount based on the Change in Control Price within a reasonable time subsequent to the Change in Control. 


10.3 ALTERNATIVE AWARDS. Notwithstanding Section 10.2 of the Plan, no cash settlement or other payment shall occur with respect to
any Award if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Award hereinafter
called an “Alternative Award”) by any successor as described in Section 12.16 of the Plan; provided, however, that any such Alternative Award must: 
  

	 	(a)	Be based on stock which is traded on an established U.S. securities market, or that the Committee reasonably believes will be so traded within sixty (60) days after the Change in Control; 


  
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	 	(b)	Provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award; 


 

	 	(c)	Have substantially equivalent economic value to such Award (determined at the time of the Change in Control); and 

  

	 	(d)	Have terms and conditions which provide that, in the event the Participant’s employment is involuntarily terminated or constructively terminated, any conditions on a Participant’s rights under, or any
restrictions on transfer or exercisability applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be. 


ARTICLE 11 
 AMENDMENT,
MODIFICATION AND TERMINATION 
 11.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board of Directors or the Committee may, at any
time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board of Directors or the Committee, either (i) materially
increase the number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the
Plan, or (v) otherwise constitute a material change requiring shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to
shareholder approval; and provided, further, that the Board of Directors or Committee may condition any other amendment or modification on the approval of shareholders of the Company for any reason, including by reason of such approval being
necessary or deemed advisable to (i) permit Awards made hereunder to be exempt from liability under Section 16(b) of the 1934 Act, (ii) comply with the listing or other requirements of an exchange, or (iii) satisfy any other tax,
securities or other applicable laws, policies or regulations. 
 11.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however: 
  

	 	(a)	Subject to the terms of the applicable Award Agreement, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the
Award had been exercised, vested, or otherwise settled on the date of such amendment or termination (with the per-share value of an Option for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such
amendment or termination over the exercise price of such Award); 

  

	 	(b)	The original term of an Option may not be extended without the prior approval of the shareholders of the Company; 

  

	 	(c)	Except as otherwise provided in Article 10 of the Plan, the exercise price of an Option may not be reduced, directly or indirectly, without the prior approval of the shareholders of the Company; and 


 

	 	(d)	No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not
be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, or otherwise settled on the date of such amendment (with
the per-share value of an Option for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award). 


  
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 ARTICLE 12 

GENERAL PROVISIONS 

12.1 NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or any Eligible Participant shall have any claim to be granted any
Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible
Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated). 
 12.2
NO SHAREHOLDER RIGHTS. Except as otherwise provided in this Plan or in an Award Agreement, no Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection
with such Award. 
 12.3 WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or
other taxable event arising as a result of the Plan. If Shares are surrendered to the Company to satisfy withholding obligations in excess of the minimum withholding obligation, such Shares must have been held by the Participant as fully vested
shares for such period of time, if any, as necessary to avoid variable accounting for the Option. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require
or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be
withheld for tax purposes, all in accordance with such procedures as the Committee establishes. 
 12.4 NO RIGHT TO CONTINUED SERVICE.
Nothing in the Plan, in any Award Agreement or in any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or
status as an officer, director or consultant at any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether for the duration of a Participant’s Award
or otherwise. 
 12.5 UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the
Company or any Affiliate. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). 

12.6 RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any
pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan. 

12.7 EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates. 

12.8 TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event
of any conflict, the text of the Plan, rather than such titles or headings, shall control. 
 12.9 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. 

12.10 FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down. 

  
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 12.11 GOVERNMENT AND OTHER REGULATIONS. 

 

	 	(a)	Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the
rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the
Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act. 


 

	 	(b)	Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any federal,
state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares
may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any
Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal
requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no
event be obligated to register any securities pursuant to the 1933 Act or applicable state law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.


  

	 	(c)	Notwithstanding any other provision contained in the Plan, if, pursuant to Section 3.1 of the Plan, the Effective Date is prior to July 20, 2007, this Plan will comply with the following requirements:


  

	 	(i)	No Options or Restricted Stock Awards granted to any Eligible Participant who is a common law employee may exceed twenty-five percent (25%) of the total amount of Options or Restricted Stock Awards, as applicable,
available under the Plan; 

  

	 	(ii)	No Options or Restricted Stock Awards granted to any individual Non-Employee Director may exceed five percent (5%) of the total amount of Options or Restricted Stock Awards, as applicable, available under the Plan;


  

	 	(iii)	The aggregate amount of Options or Restricted Stock Awards granted to all Non-Employee Directors may not exceed thirty percent (30%) of the total amount of Options or Restricted Stock Awards, as applicable, under
the Plan; and 

  

	 	(iv)	No single grant of Options or Restricted Stock Awards under the Plan may become exercisable or vest at a rate more quickly than twenty percent (20%) per year commencing one (1) year from the Grant Date.


 12.12 GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Agreements shall be construed
in accordance with and governed by the laws of Massachusetts. 
 12.13 ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided, however, that such other terms and conditions are not inconsistent with the provisions of the Plan. 

12.14 INDEMNIFICATION. To the extent allowable under applicable law, each member of the Committee shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which such member may be a party or in
which he or she may be involved by reason of 

  
 A-12 








 
any action or failure to act under the Plan and against and from any and all amounts paid by such member in satisfaction of judgment in such action, suit, or proceeding against him or her
provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the Company’s Charter or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify or hold them harmless. 

12.15 NO LIMITATIONS ON RIGHTS OF COMPANY. Subject to Section 12.16 of the Plan, the grant of any Award shall not in any way
affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall
not restrict the authority of the Company, for proper corporate purposes, to draft or assume Awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate,
for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the
Committee pursuant to the provisions of the Plan. 
 12.16 SUCCESSORS. Any obligations of the Company or an Affiliate under the Plan
with respect to Awards granted hereunder shall be binding on any successor to the Company or Affiliate, respectively, 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 and/or assets of the Company or Affiliate, as applicable. 

  
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