EX-10.1





 Exhibit 10.1 

MONTAUK RENEWABLES, INC. 

EQUITY AND INCENTIVE COMPENSATION PLAN 

1. Purpose. The purpose of this Plan is to permit the grant of awards to
non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain Consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for
service and/or performance. 
 2. Definitions. Except as otherwise provided herein, the following are the definitions
used in this Plan: 
 (a) “Affiliate” means a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with, the person specified. 
 (b)
“Appreciation Right” means a right granted pursuant to Section 5 of this Plan. 

(c) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an
Appreciation Right. 
 (d) “Board” means the Board of Directors of the Company. 

(e) “Cash Incentive Award” means a cash award granted pursuant to
Section 8 of this Plan. 
 (f) “Change in Control” has the
meaning set forth in Section 12 of this Plan. 
 (g) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder, as such law and regulations may be amended from time to time. 

(h) “Committee” means the Compensation Committee of the Board (or its successor(s)), or any other
committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan. 

(i) “Common Stock” means the common stock, par value $.01 per share, of the Company or any security
into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan. 

(j) “Company” means Montauk Renewables, Inc., a Delaware corporation, and its successors. 

(k) “Consultant” means a natural person that provides bona fide services to the Company and/or its
Affiliates; provided, however, that a Consultant shall not include a person whose services are in connection with the offer or sale of the Company’s securities in a capital-raising transaction including, directly or indirectly, the promotion or
maintenance of a market for the Company’s securities.” 












 (l) “Date of Grant” means the date provided for by the
Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale
of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes
action with respect thereto). 
 (m) “Director” means a member of the Board. 

(n) “Effective Date” means the date this Plan is approved by the Stockholders. 

(o) “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other
evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless
otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant. 
 (p)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time. 

(q) “Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock
option” under Section 422 of the Code or any successor provision. 
 (r) “Management Objectives”
means performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights,
Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan and include, but is not limited to, objectives related to earnings before interest, taxes, depreciation and amortization,
income or net income (loss) (either before or after interest, taxes, depreciation and/or amortization), earnings, changes in the market price of Common Stock, funds from operations or similar measures, sales, revenue (including recurring revenue),
growth in revenue, enterprise value or economic value added, mergers, acquisitions or other strategic transactions, divestitures, financings, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow),
return on capital, return on investments, assets, return on assets, net asset turnover, debt (including debt reduction), return on operating revenue, working capital, regulatory compliance, improvement of financial ratings, annual spend or license
annual spend, equity investments, investing activities and financing activities (or any combination thereof) stockholder returns, dividend ratio, orders, return on sales, marketing, gross or net profit levels, productivity, volumes produced and/or
transported, margins, leverage ratio, coverage ratio, strategic business objectives (including operating efficiency, geographic business expansion goals, partnerships, customer/client satisfaction, talent recruitment and retention, productivity
ratios, product quality, sales of new products, employee turnover, supervision of information technology), operating efficiency, productivity, product innovation, number of customers, customer satisfaction and related metrics, individual
performance, quality improvements, growth or growth rate, intellectual property, expenses or costs (including cost 












 
reduction programs), budget comparisons, implementation of projects or processes, formation of joint ventures, research and development collaborations, marketing or customer service
collaborations, employee engagement and satisfaction, diversity, environmental and social measures, information technology, technology development, human resources management, litigation, research and development, working capital, earnings (loss)
per share of Common Stock, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such
Management Objectives or the goals or actual levels of achievement regarding the Management Objectives, in whole or in part, as the Committee deems appropriate and equitable. 

(s) “Market Value per Share” means, as of any particular date, the closing price of a share of Common Stock
as reported for that date on the Nasdaq Stock Market or, if the Common Stock is not then listed on the Nasdaq Stock Market, on any other national securities exchange on which the Common Stock is listed, or if there are no sales on such date, on the
next trading day after which a sale occurred. If there is no regular public trading market for the Common Stock, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized
to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code. 

(t) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right. 

(u) “Option Price” means the purchase price payable on exercise of an Option Right. 

(v) “Option Right” means the right to purchase Common Stock upon exercise of an award granted pursuant to
Section 4 of this Plan. 
 (w) “Participant” means a person
who is selected by the Committee to receive benefits under this Plan and who is at the time (i) a non-employee Director, (ii) an officer or other employee of the Company or any Subsidiary, including
a person who has agreed to commence serving in such capacity within 90 days of the Date of Grant, or (iii) a Consultant. 

(x) “Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit,
a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be achieved.

 (y) “Performance Share” means a bookkeeping entry that records the equivalent of one share of Common
Stock awarded pursuant to Section 8 of this Plan, and may be payable in cash, Common Stock or a combination thereof. 












 (z) “Performance Unit” means a bookkeeping entry award
granted pursuant to Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee, and may be payable in cash, Common Stock or a combination
thereof. 
 (aa) “Plan” means this Montauk Renewables, Inc. Equity and Incentive Compensation Plan, as may
be amended or amended and restated from time to time. 
 (bb) “Restricted Stock” means Common Stock granted
or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfer has expired. 

(cc) “Restricted Stock Units” means an award made pursuant to
Section 7 of this Plan of the right to receive Common Stock, cash or a combination thereof at the end of the applicable Restriction Period. 

(dd) “Restriction Period” means the period of time during which Restricted Stock Units are subject to
restrictions, as provided in Section 7 of this Plan. 
 (ee)
“Stockholder” means an individual or entity that owns one or more shares of Common Stock. 
 (ff)
“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with respect to the Appreciation Right. 

(gg) “Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding
shares or securities (representing the right to vote for the election of directors or other managing authority) are or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited
liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity, is, now or hereafter, owned or controlled, directly or
indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the
Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by such corporation. 

(hh) “Voting Power” means, at any time, the combined voting power of the then-outstanding securities entitled
to vote generally in the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity. 

3. Shares Available Under this Plan. 

(a) Maximum Shares Available Under this Plan. 
  


	 	(i)	 Subject to adjustment as provided in Section 11 of this Plan
and the share counting rules set forth in Section 3(b) of this Plan, the number of shares of Common Stock available under this Plan for
















	 	 
awards of (A) Option Rights or Appreciation Rights, (B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated
by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan will not exceed, in the aggregate, 20,000,000 shares of Common Stock. Such shares may be
shares of original issuance or treasury shares or a combination of the foregoing. 


  

	 	(ii)	 Subject to the share counting rules set forth in Section 3(b)
of this Plan, the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan will be reduced by one share of Common Stock for every one share of Common Stock subject to an
award granted under this Plan. 


 (b) Share Counting Rules. 

 

	 	(i)	 Except as provided in Section 22 of this Plan or herein, if
any award granted under this Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash
settlement, or unearned amount, again be available under Section 3(a)(i) above. 


  

	 	(ii)	 Notwithstanding anything to the contrary contained in this Plan: (A) shares of Common Stock withheld by
the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under
Section 3(a)(i) of this Plan; (B) shares of Common Stock withheld by the Company, tendered or otherwise used to satisfy tax withholding will not be added (or added back, as applicable) to the
aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (C) shares of Common Stock subject to a share-settled Appreciation Right that are not actually issued in
connection with the settlement of such Appreciation Right on the exercise thereof will not be added back to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this
Plan; and (D) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of shares of Common
Stock available under Section 3(a)(i) of this Plan. 


  

	 	(iii)	 If, under this Plan, a Participant has elected to give up the right to receive cash compensation in exchange
for Common Stock based on fair market value, such Common Stock will not count against the aggregate limit under Section 3(a)(i) of this Plan. 














 (c) Limit on Incentive Stock Options. Notwithstanding anything to the
contrary contained in this Plan, and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the
exercise of Incentive Stock Options will not exceed 20,000,000 shares of Common Stock. 
 (d) Non-Employee Director Compensation Limit. Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director in any one calendar
year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of
$500,000. 
 (e) Minimum Vesting Requirement. Except in the case of cash based awards, awards granted under this Plan
to Participants shall either be subject to a minimum vesting period or minimum performance period, as applicable, of one year. Notwithstanding the foregoing, (i) the Committee may authorize acceleration of vesting of such awards in the event of
the Participant’s death, disability, termination of employment or service or the occurrence of a Change in Control, (ii) the Committee may grant awards without the above-described minimum requirements with respect to awards covering up to
5% of the aggregate number of shares authorized for issuance under this Plan, and (iii) with respect to awards granted to non-employee Directors, the vesting of such awards will be deemed to satisfy the
minimum vesting requirement to the extent that the awards vest based on the approximate one-year period beginning on each regular annual meeting of the Company’s stockholders and ending on the date of the
next regular annual meeting of the Company’s stockholders. 
 4. Option Rights. The Committee may, from time to
time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the
following provisions: 
 (a) Each grant will specify the number of shares of Common Stock to which it pertains subject to
the limitations set forth in Section 3 of this Plan. 
 (b) Each grant will
specify an Option Price per share of Common Stock, which Option Price (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant.

 (c) Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company
or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Stock owned by the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to
any conditions or limitations established by the Committee, by the withholding of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement, (iv) by a combination of such methods of
payment, or (v) by such other methods as may be approved by the Committee. 
 (d) Each grant will specify the period or
periods of continuous service by the Optionee with the Company or any Subsidiary, if any, that is necessary before any Option Rights 












 
or installments thereof will vest, and provide for any other terms that are consistent with the terms of this Plan. 

(e) Any grant of Option Rights may specify Management Objectives regarding the vesting of such rights. 

(f) Option Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended to
qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of
“employees” under Section 3401(c) of the Code. 
 (g) No Option Right will be exercisable more than 10 years
from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. 

(h) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. 

(i) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan
and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 
 5. Appreciation
Rights. 
 (a) The Committee may, from time to time and upon such terms and conditions as it may determine, authorize
the granting to any Participant of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not
exceeding 100%) at the time of exercise. 
 (b) Each grant of Appreciation Rights may utilize any or all of the
authorizations, and will be subject to all of the requirements, contained in the following provisions: 
  

	 	(i)	 Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the
Company in cash, Common Stock or any combination thereof. 


  

	 	(ii)	 Each grant will specify the period or periods of continuous service by the Participant with the Company or
any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest, and provide for any other terms that are consistent with the terms of this Plan. 



 

	 	(iii)	 Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such
Appreciation Rights. 















	 	(iv)	 Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents
thereon. 


  

	 	(v)	 Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be
subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 



(c) Also, regarding Appreciation Rights: 
  

	 	(i)	 Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to
awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant; and 



 

	 	(ii)	 No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.
The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions as established by the Committee. 



6. Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine,
authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the
Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 

(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant
that is less than the Market Value per Share on the Date of Grant. 
 (c) Each such grant or sale will provide that the
Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement
of Management Objectives referred to in Section 6(e) of this Plan. 
 (d)
Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent
prescribed by the Committee on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by any
transferee). 












 (e) Any grant of Restricted Stock may specify Management Objectives
regarding the vesting of such Restricted Stock. 
 (f) Restricted Stock may provide for continued vesting or the earlier
vesting of such Restricted Stock, and any other terms consistent with the terms of this Plan. 
 (g) Any such grant or sale
of Restricted Stock may require that any and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to the same
restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock shall be deferred until, and paid contingent upon, the vesting of such Restricted Stock. 

(h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject
to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the
Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock
will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock. 

7. Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine,
authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each such grant or sale will constitute the agreement by the Company to deliver Common Stock or cash, or a combination
thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement regarding Management Objectives) during the Restriction Period as the
Committee may specify. 
 (b) Each such grant or sale may be made without additional consideration or in consideration of a
payment by such Participant that is less than the Market Value per Share on the Date of Grant. 
 (c) Notwithstanding
anything to the contrary contained in this Plan, Restricted Stock Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period, and any other terms consistent with the terms of this Plan. 

(d) During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will
have no rights of ownership in the Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such
Restricted Stock Units on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents or other distributions on













 
Common Stock underlying Restricted Stock Units shall be deferred until and paid contingent upon the vesting of such Restricted Stock Units. 

(e) Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units
that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Stock or cash, or a combination thereof. 

(f) Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be
subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 

8. Cash Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such
terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions: 
 (a) Each grant will specify the number or amount of Performance Shares or
Performance Units, or cash amount payable with respect to a Cash Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors. 

(b) The Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will
be such period of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, and provide for any other terms consistent with the terms of this Plan. 

(c) Each grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives regarding
the earning of the award. 
 (d) Each grant will specify the time and manner of payment of a Cash Incentive Award,
Performance Shares or Performance Units that have been earned. 
 (e) The Committee may, on the Date of Grant of Performance
Shares or Performance Units, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional shares of Common Stock, which dividend equivalents shall be subject to deferral and payment on a contingent basis
based on the Participant’s earning and vesting of the Performance Shares or Performance Units, as applicable, with respect to which such dividend equivalents are paid. 

(f) Each grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award.
Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 

9. Other Awards. 












 (a) Subject to applicable law and the applicable limits set forth in
Section 3 of this Plan, the Committee may authorize the grant to any Participant of Common Stock or such other awards that may be denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of
Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates or other business units thereof or any other factors designated by the
Committee, and awards valued by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries or Affiliates or other business units of the Company. The Committee will determine
the terms and conditions of such awards. Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at
such time, by such methods, and in such forms, including, without limitation, Common Stock, other awards, cash, notes or other property, as the Committee determines. 

(b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to
this Section 9. 
 (c) The Committee may authorize the grant of shares of
Common Stock as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms
as will be determined by the Committee in a manner that complies with Section 409A of the Code. 
 (d) The Committee
may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional
shares of Common Stock; provided, however, that dividend equivalents or other distributions on Common Stock underlying awards granted under this Section 9 shall be deferred until and paid
contingent upon the earning and vesting of such awards. 
 (e) Each grant of an award under this
Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may
approve, and will specify the time and terms of delivery of the applicable award. 
 (f) Notwithstanding anything to the
contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, and any other terms consistent
with the terms of this Plan. 
 10. Administration of this Plan. 

(a) This Plan will be administered by the Committee; provided, that, at the discretion of the Board, the Plan may be
administered by the Board, including with respect to the administration of any responsibilities and duties held by the Committee hereunder. The Committee may from time to time delegate all or any part of its authority under this Plan to a













 
subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. 

(b) The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related
documents) and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination
made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other
provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. 
 (c) To
the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee,
the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan.
The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan and (ii) determine
the size of any such awards; provided, however, that the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer (for purposes of Section 16 of the Exchange Act), a
Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered
pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of shares of Common
Stock such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated. 

11. Adjustments. The Committee shall make or provide for such adjustments in the number of and kind of shares of Common
Stock covered by outstanding Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of and kind of shares of Common Stock covered by
other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in
other award terms, as the Committee, in its sole discretion, determines, in good faith, is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend,
stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of
rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the
Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in
connection therewith the 












 
surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price,
respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person
holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the
Committee in its sole discretion, determines, in good faith, is appropriate to reflect any transaction or event described in this Section 11. 

12. Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence
of Award made under this Plan or as otherwise provided in another plan or agreement applicable to the Participant, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following
events: 
 (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition
causes such Person to own 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change in Control: 
  

	 	(i)	 any acquisition directly from the Company that is approved by the Incumbent Board (as defined in
subsection (b) below), 


  

	 	(ii)	 any acquisition by the Company, 



 

	 	(iii)	 any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or
any corporation or other entity controlled by the Company, or 


  

	 	(iv)	 any acquisition by any corporation or other entity pursuant to a transaction that complies with
clauses (i), (ii) and (iii) of subsection (c) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 50% as a
result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition
shall be treated as an acquisition that causes such Person to own 50% or more of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good
faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more 















	 	 
of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) less than 50% of the Outstanding Company Voting Securities, then no Change in Control shall have occurred as a result of such Person’s
acquisition; 


 (b) individuals who, as of the Effective Date, constitute the Board (the
“Incumbent Board” as modified by this subsection (b)) 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 Stockholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for Director, without objection to such nomination) 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 or the use of any proxy access procedures in the Company’s organizational documents 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; 
 (c) the consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or other transaction (“Business Combination”)
excluding, however, such a Business Combination pursuant to which 
  

	 	(i)	 the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, 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 that 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), 


  

	 	(ii)	 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, 35% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business
Combination, and 


  

	 	(iii)	 at least a majority of the members of the board of directors of the corporation 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 



(d) consummation of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that
complies with clauses (i), (ii) and (iii) of subsection (c) above. 
 Notwithstanding the foregoing, with respect to
any award under the Plan that is characterized as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control
under the Plan for purposes of any payment in respect of such award unless such event would also constitute a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of
the assets of” the Company under Section 409A of the Code. 
 13. Detrimental Activity and Recapture
Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions
intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a
specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any
Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any Common Stock issued under and/or any other benefit related to an award, or other
provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and
Exchange Commission or any national securities exchange or national securities association on which the Common Stock may be traded. 

14. Non-U.S. Participants. In order to facilitate the making of any grant or
combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide
services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve
such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of
this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements,
amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the
Stockholders. 












 15. Transferability. 

(a) Except as otherwise determined by the Committee, and subject to compliance with
Section 17(b) of this Plan and Section 409A of the Code, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Cash Incentive Award,
award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and
distribution. In no event will any such award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant” shall be construed, as the Committee deems appropriate, to include any permitted
transferee to whom such award is transferred. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the
Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision. 

(b) The Committee may specify on the Date of Grant that part or all of the shares of Common Stock that are (i) to be
issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance
Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer,
including minimum holding periods. 
 16. Withholding Taxes. To the extent that the Company is required to withhold
federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will
be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be
withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Stock, and such Participant fails to make arrangements
for the payment of taxes or other amounts, then, unless otherwise determined by the Company, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when the
Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in
part, by having withheld, from the shares of Common Stock delivered or required to be delivered to the Participant, shares of Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of
Common Stock held by such Participant. The Committee may also provide for automatic and mandatory withholding of shares of Common Stock from an award by the Company in connection with the Participant’s satisfaction of such obligation. The
Common Stock used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Stock on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the
Common Stock to be withheld and delivered pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse
accounting consequences and (ii) such additional withholding amount is authorized by the Committee. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other













 
obligation that may arise in connection with the disposition of Common Stock acquired upon the exercise of Option Rights. 

17. Compliance with Section 409A of the Code.  

(a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of
Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any
reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service. 

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any
deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted
under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset
against, any amount owed by a Participant to the Company or any of its Subsidiaries. 
 (c) If, at the time of a
Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology
selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is
required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay
such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service. 

(d) Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the
Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change
in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation
§1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any
purpose in respect of such award. 
 (e) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in
light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition
of taxes or penalties under 












 
Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a
Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or
otherwise hold a Participant harmless from any or all of such taxes or penalties. 
 18. Amendments. 

(a) The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that
if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this Plan, (i) would materially increase the benefits accruing to
Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be
approved by the Stockholders in order to comply with applicable law or the rules of the Nasdaq Stock Market or, if the Common Stock is not traded on the Nasdaq Stock Market, the principal national securities exchange upon which the Common Stock is
traded or quoted, all as determined by the Board, then, such amendment will be subject to approval by the Stockholders and will not be effective unless and until such approval has been obtained. 

(b) Except in connection with a corporate transaction or event described in
Section 11 or Section 22 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option
Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender of
“underwater” Option Rights or Appreciation Rights) in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option
Rights or Base Price of the original Appreciation Rights, as applicable, without approval by the Stockholders. This Section 18(b) is intended to prohibit the repricing of “underwater” Option
Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 and Section 22 of this Plan.
Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders. 

(c) If permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of
termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in
full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive
Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or
transfer restriction, or who holds Common Stock subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued
vesting or accelerate the time at which such Option Right, Appreciation Right or other award may vest or be exercised or 












 
the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash
Incentive Awards, Performance Shares or Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award. 

(d) Subject to Section 18(b) of this Plan, the Committee may amend the terms of
any award theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will materially impair the rights of any
Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not
exercised in full on the date of termination. 
 19. Governing Law. This Plan and all grants and awards and actions
taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Delaware. 

20. Effective Date/Termination. This Plan will be effective as of the Effective Date. No grant will be made under this
Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. 

21. Miscellaneous Provisions. 

(a) The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in cash. 
 (b) This Plan will not confer upon
any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such
Participant’s employment or other service at any time. 
 (c) Except with respect to
Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision
will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan. 

(d) No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or shares
thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan. 

(e) Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered
interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder. 












 (f) No Participant will have any rights as a Stockholder with respect to any
Common Stock subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company. 

(g) The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or
deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. 

(h) Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the
issuance of Common Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may
provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts. 

(i) If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or
any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this
Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company,
information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a
Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act. 

22. Share-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to
the contrary: 
 (a) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an
assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other share or share-based awards held by awardees of an entity engaging in a corporate transaction, including acquisition or merger transactions,
with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the transaction, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The
awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Stock substituted for the securities covered by the
original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction. 

(b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges
has shares available under a pre-existing plan 












 
previously approved by shareholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent
appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards using such available shares may not be made after the date awards or grants could have
been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such
acquisition or merger. 
 (c) Any Common Stock that is issued or transferred by, or that are subject to any awards that are
granted by, or become obligations of, the Company under Sections 22(a) or 22(b) of this Plan will not reduce the shares of Common Stock available for issuance or transfer under this Plan or otherwise
count against the limits contained in Section 3 of this Plan, except as otherwise provided in this Plan. In addition, no shares of Common Stock subject to an award that is granted by, or becomes an
obligation of, the Company under Sections 22(a) or 22(b) of this Plan, will be added to the aggregate limit contained in Section 3(a)(i) of this Plan.