The PBSJ Corporation  2008 Employee Payroll Stock Purchase Plan



 Exhibit 10.36 
 THE PBSJ CORPORATION 
 2008 EMPLOYEE RESTRICTED STOCK PLAN 
 1. Purpose. The purpose of this The PBSJ Corporation 2008 Employee Restricted Stock Plan (the “Plan”) is to assist The PBSJ
Corporation, a Florida corporation (the “Company”) and its Subsidiaries (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives, directors and other employees and officers who provide
services to the Company or its Subsidiaries by enabling such persons to acquire or increase a proprietary interest in the Company and providing such persons with incentives to expend their maximum efforts in the creation of shareholder value.

 2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms
defined in Section 1 hereof. 
 (a) “Award” means any Restricted Stock Award granted to a Participant
under the Plan. 
 (b) “Award Agreement” means any written agreement, contract or other instrument or
document evidencing any Award granted by the Committee hereunder. 
 (c) “Beneficiary” means the person,
persons, trust or trusts that have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or to which
Awards or other rights are transferred if and to the extent permitted under Section 9(b) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the
person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits. 
 (d)
“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule. 
 (e) “Board” means the Company’s Board of Directors. 
 (f)
“Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as
“cause” or “for cause” set forth in any employment or other agreement for the performance of services between the Participant and the Company or a Subsidiary or, in the absence of any such agreement or any such definition in such
agreement, such term shall mean (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Subsidiary, (ii) any violation or breach by the Participant of his or her employment
or other similar agreement with the Company or a Subsidiary, if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Subsidiary,
(iv) any act by the Participant of dishonesty or bad faith with respect to the Company or a Subsidiary, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s work performance, or
(vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Subsidiary. The good faith determination by the Committee of whether the Participant’s Continuous
Service was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder. 
 (g)
“Change in Control” means, unless otherwise defined in an Award Agreement, the occurrence of any of the following: 
 i) The acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of 

  

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the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities) (the foregoing Beneficial Ownership
hereinafter being referred to as a “Controlling Interest”); provided, however, that the following acquisitions shall not constitute or result in a Change of Control: (w) any acquisition directly from the Company; (x) any
acquisition by the Company; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (z) any acquisition by any entity pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) below; or 
 ii) During any period of two (2) consecutive
years (not including any period prior to the Effective Date) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
 iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the
Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each a “Business
Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns,
directly or indirectly, fifty percent (50%) or more of the then outstanding shares of equity of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to
the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the Board of Directors or other governing body of the entity resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 
 iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 
 (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto. 
 (i) “Committee” means a committee designated by the Board to administer the Plan. In the event no Committee is appointed,
the Board shall act as the Committee. With respect to Participants that are subject to the reporting requirements under Section 16 of the Exchange Act, the Plan shall be administered by the Compensation Committee of the Board. 
 (j) “Continuous Service” means the uninterrupted provision of services to the Company or any Subsidiary as an Employee.
Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, or (ii) transfers among the Company, any Subsidiaries, or any successor entities. An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave. 
  

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 (k) “Disability” means a permanent and total disability (within the
meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee. 
 (l)
“Effective Date” means the effective date of the Plan, which shall be January 19, 2008. 
 (m)
“Eligible Employee” means any individual (other than one who receives retirement benefits, stipends, consulting fees, honorariums, and the like from the Company or a Subsidiary, or who is a full time employee of any firm other than
the Company or a Subsidiary) who is a director of The Company or a Subsidiary or (i) performs services as a full time or part-time regular employee for the Company or a Subsidiary, including any individual who is an officer or director of the
Company or a Subsidiary; and (ii) is included on the regular payroll of the Company or a Subsidiary. An Employee on leave of absence may be considered as still in the employ of the Company or a Subsidiary for purposes of eligibility for
participation in the Plan. The payment of a director’s fee by the Company or a Subsidiary shall not be sufficient to constitute “employment” by the Company. 
 (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder
and successor provisions and rules thereto. 
 (o) “Fair Market Value” of a Share on any date of reference
shall mean the fair market value as of the end of the most recently completed fiscal year determined in accordance with the Company’s Bylaws, as amended from time to time. 
 (p) “Good Reason” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the
absence of a definition in the Award Agreement, “Good Reason” shall have the same meaning as “good reason” or “for good reason” set forth in any employment or other agreement for the performance of services between the
Participant and the Company or a Subsidiary. If “Good Reason” is not defined in the Award Agreement or another Agreement between the Participant and the Company or a Subsidiary then it shall mean (i) any material failure by the
Company or a Subsidiary to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; or (ii) the Company’s or Subsidiary’s requiring the
Participant to be based at any office or location outside of fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant’s
responsibilities. 
 (q) “Participant” means a person who has been granted an Award under the Plan which
remains outstanding. 
 (r) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof. 
 (s) “Restricted Stock” means any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such risks of forfeiture and other restrictions as the
Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate. 
 (t) “Restricted Stock Award” means an Award granted to a
Participant under Section 6(b) hereof. 
 (u) “Rule 16b-3” means Rule 16b-3, as from time to time in
effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. 
 (v) “Shares” means the shares of Class A common stock of the Company, par value $.00067 per share, and such other securities as may be substituted (or resubstituted) for Shares pursuant to
Section 9(c) hereof. 
 (w) “Subsidiary” means any corporation or other entity in which the Company has
a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the
Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets on liquidation or dissolution. 
  

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 3. Administration. 
 (a) Authority of the Committee. The Plan shall be administered by the Committee, provided, however, that except as otherwise
expressly provided in this Plan, the Board may exercise any power or authority granted to the Committee under this Plan and in that case, references herein shall be deemed to include references to the Board. The Committee shall have full and final
authority, subject to and consistent with the provisions of the Plan, to: 
 (i) select Eligible Employees to become
Participants, 
 (ii) grant Awards, 
 (iii) determine the number and other terms and conditions of, and all other matters relating to, Awards, 
 (iv) prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the
Plan, 
 (v) construe and interpret the Plan and Award Agreements and correct defects, supply omissions or reconcile
inconsistencies therein, and 
 (vi) to make all other decisions and determinations as the Committee may deem necessary or
advisable for the administration of the Plan. 
 In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee
shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Employee or Participant in a manner consistent with the treatment of other Eligible Employees or Participants. 
 (b) Manner of Exercise of Committee Authority. Any action of the Committee shall be final, conclusive and binding on all persons,
including the Company, its Subsidiaries, Participants, Beneficiaries, transferees under Section 9(b) hereof or other persons claiming rights from or through a Participant, and shareholders. The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Subsidiary, or committees thereof, the
authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions as the Committee may determine to the extent that such delegation will not result in the loss of an exemption under Rule
16b-3(d)(1) of the Exchange Act for Awards granted to Participants subject to Section 16 of the Exchange Act. The Committee may appoint agents to assist it in administering the Plan. The Compensation Committee, and not the Board, shall exercise
sole and exclusive discretion on any matter relating to a Participant then subject to Section 16 of the Exchange Act with respect to the Company to the extent necessary in order that transactions by such Participant shall be exempt under Rule
16b-3 under the Exchange Act. 
 (c) Limitation of Liability. The Committee and the Board, and each member thereof,
shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or Employee, the Company’s independent auditors, consultants or any other agents assisting in the administration of the
Plan. Members of the Committee and the Board, and any officer or Employee acting at the direction or on behalf of the Committee or the Board, shall not be personally liable for any action or determination taken or made in good faith with respect to
the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination. 
  

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 4. Shares Subject to Plan. 
 (a) Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in
Section 9(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be one million five hundred thousand (1,500,000). Any Shares delivered under the Plan may consist, in whole or in part, of authorized and
unissued shares. 
 (b) Application of Limitation to Grants of Award. No Award may be granted if the number of Shares
to be delivered in connection with such an Award exceeds the number of Shares remaining available for delivery under the Plan, minus the number of Shares deliverable in settlement of or relating to then outstanding Awards. The Committee may adopt
reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of Shares actually delivered differs from the number of Shares
previously counted in connection with an Award. 
 (c) Availability of Shares Not Delivered under Awards and Adjustments to
Limits. 
 (i) If any Shares subject to an Award are forfeited, expire or otherwise terminate without issuance of such
Shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or
non-issuance, again be available for Awards under the Plan. 
 (ii) In the event that a Participant satisfies withholding tax
liabilities arising from such award by the tendering of Shares or by the withholding of Shares by the Company, then only the number of Shares issued net of the Shares tendered or withheld shall be counted for purposes of determining the maximum
number of Shares available for grant under the Plan. 
 5. Eligibility; Per-Person Award Limitation. Awards may be granted under the
Plan only to Eligible Employees. 
 6. Specific Terms of Awards. 
 (a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Award Agreement
may contain such other provisions, which shall not be inconsistent with the Plan, as the Committee shall deem appropriate. The Committee shall retain the power and discretion to accelerate, waive or modify, at any time, any term or condition of an
Award that is not mandatory under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration must be paid to satisfy the requirements of
Florida law, no consideration other than services may be required for the grant of any Award; provided that additional consideration may be required for the exercise of an Award. 
 (b) Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Employee on the following
terms and conditions: 
 (i) Grant and Restrictions. Restricted Stock Awards shall be subject to such restrictions on
transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan, covering a period of time specified by the Committee (the “Restriction Period”). The terms of any
Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse at such times, under such
circumstances, and in such installments as the Committee may determine at the date of grant or thereafter; these may include, without limitation, lapses based on achievement of performance goals or periods of Continuous Service. Except to the extent
restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all of the rights of a shareholder, including the right to receive dividends on the Restricted
Stock, if and when declared by the Board but will not have the right to vote the Restricted Stock until it vests. During the Restriction Period, subject to Section 9(b) below, the Restricted Stock may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered by the Participant. 
  

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 (ii) Forfeiture. Except as otherwise determined by the Committee, upon termination
of a Participant’s Continuous Service during the applicable Restriction Period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited and
reacquired by the Company. 
 (iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in
such manner as the Board shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. 
 (iv) Dividends and Splits. Unless otherwise determined by the Committee, Shares distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed. 

7. Certain Provisions Applicable to Awards. 
 (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution
or exchange for, any other Award or any award granted under another plan of the Company, any Subsidiary, or any business entity to be acquired by the Company or a Subsidiary, or any other right of a Participant to receive payment from the Company or
any Subsidiary. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award or award, the Committee shall require the surrender of such other Award or
award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Subsidiary, in which the value of Shares
subject to the Award is equivalent in value to the cash compensation. 
 (b) Term of Awards. The term of each Award
shall be for such period as may be determined by the Committee. 
 (c) Form and Timing of Payment Under Awards;
Deferrals. The settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in
Control). Installment or deferred payments may be required by the Committee (subject to Section 9(e) of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original
Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of a reasonable interest rate on installment or
deferred payments. 
 (d) Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant
of any Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt
by such Participant). Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable to any such transaction, such provision shall be construed or deemed amended to the extent
necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b). 
 (e) Code Section 409A. 
 (i) If any Award constitutes a “nonqualified
deferred compensation plan” under Section 409A of the Code (a “Section 409A Plan”), then the Award shall be subject to the following additional requirements, if and to the extent required to comply with
Section 409A of the Code: 
 (A) Payments under the Section 409A Plan may not be made earlier than (u) the
Participant’s separation from service, (v) the date the Participant becomes disabled, (w) the Participant’s death, (x) a specified time (or pursuant to a fixed schedule) specified in the Award Agreement at the date of the
deferral of such compensation, (y) a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, or (z) the occurrence of an unforeseeble emergency;

  

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 (B) The time or schedule for any payment of the deferred compensation may not be
accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service; 
 (C) Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code; and

 (D) In the case of any Participant who is specified employee, a distribution on account of a separation from service may
not be made before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death). 
 For purposes of the foregoing, the terms “separation from service”, “disabled”, and “specified employee”, all shall be defined in the same manner as those terms are
defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are
applicable to the Award. 
 (ii) The Award Agreement for any Award that the Committee reasonably determines to constitute a
Section 409A Plan, and the provisions of the Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the consent of
any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of
Section 409A of the Code. 
 8. Change in Control. If and only to the extent provided in the Award Agreement, or to the extent
otherwise determined by the Committee, upon the occurrence of a Change in Control: 
 (i) Any restrictions, deferral of
settlement, and forfeiture conditions applicable to a Restricted Stock Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change in Control, except
to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 9(a) hereof. 
 (ii) With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may, in its discretion, deem such performance goals and conditions as having been met as of the date of the
Change in Control. 
 9. General Provisions. 
 (a) Compliance With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee,
postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification of such Shares or other required action under any federal or state law, rule or regulation, or compliance
with any other obligation of the Company, as the Committee, may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider
appropriate in connection with the issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations. 
 (b) Limits on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged,
hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary
upon the death 

  

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of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative. A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Company’s Bylaws, the Plan and any Award
Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee. 
 (c) Adjustments. 
 (i) Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other securities of the Company or any other issuer
such that a substitution, exchange, or adjustment is determined by the Committee to be appropriate, then the Committee shall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of (A) the number and kind of
Shares which may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (C) make provision for payment of cash or other property in respect
of any outstanding Award, and (D) any other aspect of any Award that the Committee determines to be appropriate. 
 (ii)
Adjustments in Case of Certain Corporate Transactions. In the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with
in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (a) the continuation of the outstanding Awards by the
Company, if the Company is a surviving corporation, (b) the assumption or substitution for the outstanding Awards by the surviving corporation or its parent or subsidiary, (c) full vesting and accelerated expiration of the outstanding
Awards, or (d) settlement of the value of the outstanding Awards in cash or cash equivalents or other property followed by cancellation of such Awards. The Committee shall give written notice of any proposed transaction referred to in this
Section 9(c)(ii) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after the approval of such transaction). 
 (iii) Other Adjustments. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any Subsidiary or any business unit, or the financial statements of the
Company or any Subsidiary, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any
Subsidiary or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant. 
 (d) Taxes. The Company and any Subsidiary are authorized to withhold from any Award granted, any payment relating to an Award under
the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company or any Subsidiary and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority
to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee. 
 (e) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s
authority to grant Awards under the Plan, without the consent of shareholders or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s shareholders not later than the annual meeting
next following such Board action if such shareholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3), and the Board may otherwise, in its discretion, determine to submit other such changes
to the Plan to shareholders for approval; provided that, without the consent of an affected Participant, no such Board 

  

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action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any
conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, without the consent of an affected
Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under such Award. 
 (f) Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award shall be construed as (i) giving any Eligible Employee or Participant the right to continue
as an Eligible Employee or Participant or in the employ or service of the Company or a Subsidiary; (ii) interfering in any way with the right of the Company or a Subsidiary to terminate any Eligible Employee’s or Participant’s
Continuous Service at any time, (iii) giving an Eligible Employee or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on a Participant any of
the rights of a shareholder of the Company including, without limitation, any right to receive dividends or distributions, any right to vote or act by written consent, or any right to attend meetings of shareholders, unless and until such time as
the Participant is duly issued Shares on the stock books of the Company in accordance with the terms of an Award. None of the Company, its officers or its directors shall have any fiduciary obligation to the Participant with respect to any Shares
awarded pursuant to this Plan unless and until the Participant is duly issued Shares on the stock books of the Company in accordance with the terms of an Award. Neither the Company nor any of the Company’s officers, directors, representatives
or agents are granting any rights under the Plan to the Participant whatsoever, oral or written, express or implied, other than those rights expressly set forth in this Plan or the Award Agreement. 
 (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than
those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Shares, other Awards or other property, or make other arrangements to meet the Company’s obligations under
the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to
dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law. 
 (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company
for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable. 
 (i) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a
forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or
any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

 (j) Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and
any Award Agreement shall be determined in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws, and applicable federal law. 
 (k) Non-U.S. Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary
or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to
meet the objectives of the Plan. 
  

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 (l) Plan Effective Date and Shareholder Approval; Termination of Plan. The Plan
shall become effective on the Effective Date, subject to subsequent approval, within 12 months of its adoption by the Board, by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements
of Rule 16b-3 under the Exchange Act and other laws, regulations, and obligations of the Company applicable to the Plan. Awards may be granted subject to shareholder approval, but may not be settled in the event the shareholder approval is not
obtained. The Plan shall terminate at the earliest of (a) such time as no Shares remain available for issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary of the Effective Date. Awards
outstanding upon expiration of the Plan shall remain in effect until they have terminated, or have expired. 
  

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