exhibit1026-drivenemploy






Driven Brands Holdings Inc.    Employee Stock Purchase Plan for International Employees  1. Purpose.  The purpose of this Employee Stock Purchase Plan for International Employees (the “Plan”) of Driven Brands Holdings Inc., a Delaware corporation  (the “Company”), is to provide eligible Employees of Designated Subsidiaries of the  Company with a convenient opportunity to purchase Common Stock of the Company.   2. Definitions.  The following definitions shall apply throughout the Plan. (a) “Board” means the Board of Directors of the Company. (b) “Committee” means a committee appointed by the Board.  In the absence of a contrary designation by the Board, the Compensation Committee of the Board shall  be the Committee hereunder.  (c) “Common Stock” means the common stock of the Company, par value  $0.01 per share (and any stock or other securities into which such common stock may be  converted or into which it may be exchanged).  (d) “Company” has the meaning set forth in Section 1.  (e) “Compensation” means the base pay (determined on such date as may be  established by the Committee) received by an Employee from the Company or a  Designated Subsidiary.  Base pay shall be adjusted or modified for purposes of the Plan  as determined by the Committee.  (f) “Continuous Status as an Employee” means the absence of any  interruption or termination of service as an Employee.  Continuous Status as an  Employee shall not be considered interrupted in the case of (i) sick leave, military leave,  or other bona fide leave of absence that is required by law to be considered uninterrupted  service or that is otherwise approved by the Committee if the period of such leave does  not exceed 90 days, or if longer, so long as the individual’s right to reemployment as an  Employee is guaranteed either by contract or statute; or (ii) transfers between locations of  the Company or between and among the Company and its Designated Subsidiaries.  For  purposes of clarification, (i) the disposition of a Designated Subsidiary shall constitute a  termination of the Continuous Status as an Employee of any Employee employed by such  Designated Subsidiary; and (ii) a Participant’s termination of employment occurs as of  the date that the Participant ceases performing services for the Company or Designated  Subsidiary on a permanent basis, for any reason, whether lawful or otherwise (including,  without limitation, by reason of resignation, death, frustration of contract, termination for  cause, termination without cause, or constructive dismissal), without regard to any notice,  pay in lieu of notice (whether by way of lump sum or salary continuance), benefits  continuance, or other termination-related payments or benefits, whether pursuant to the  common law or otherwise, to which the Participant may then be entitled, subject only to  the express minimum requirements of applicable employment or labour standards  legislation.  Exhibit 10.28 





 






2      (g) “Contributions” means all amounts credited to the notional account of a  Participant pursuant to the Plan.  (h) “Corporate Transaction” means a sale of all or substantially all of the  Company’s assets, or a merger, consolidation, or other capital reorganization of the  Company with or into another corporation, or any other transaction or series of related  transactions in which the Company’s stockholders immediately prior thereto own less  than 50% of the voting stock of the Company (or its successor or ultimate parent  company) immediately thereafter, but excluding any acquisition of voting stock by the  Company or any of its affiliates or by any employee benefit plan sponsored or maintained  by the Company or any of its affiliates.  (i) “Designated Subsidiaries” means all Subsidiaries organized under the laws  of any jurisdiction outside the United States of America, as designated by the Committee  from time to time.  (j) “Employee” means any person who (i) has had Continuous Status as an  Employee of one of the Designated Subsidiaries for a period of at least sixty (60) days,  (ii) is customarily employed thereby for at least 20 hours per week and more than five (5)  months in a calendar year, and (iii) is classified as an employee for tax purposes.  (k) “Exchange Act” means the United States Securities Exchange Act of  1934, as amended, and any successor thereto.  References to any section of (or rule  promulgated under) the Exchange Act shall be deemed to include any rules, regulations  or other interpretative guidance under such section or rule, and any amendments or  successors thereto.  (l) “Fair Market Value” means, for any date, with respect to a Share, the  closing sales price of a Share on the primary exchange on which the Common Stock is  traded on such date or, in the event that the Common Stock is not traded on such date,  then the immediately preceding trading date.  In the absence of an established market for  Common Stock, the Fair Market Value of a Share shall be determined in good faith by  the Committee and such determination shall be conclusive and binding on all persons.   The “Fair Market Value” of all other property shall be determined in good faith by the  Committee, and such determination shall be conclusive and binding on all persons.  (m) “Indemnifiable Person” shall have the meaning ascribed to it in  Section 27.  (n) “Maximum Number of Shares” means, with respect to a given Offering  Period, a number of Shares equal to the quotient of (x) $25,000 U.S. dollars divided by  (y) the Fair Market Value of a Share on the Offering Date.  (o) “New Purchase Date” shall have the meaning ascribed to it in Section  16(b).  (p) “Offering Date” means the first day of each Offering Period, as  determined in accordance with Section 3.  





 






3      (q) “Offering Period” means a period described in Section 3.  (r) “Plan” has the meaning set forth in Section 1.  (s) “Plan Administrator” means the Committee, or such other institution  selected by the Committee.  (t) “Participant” means an eligible Employee who has elected to participate in  the Plan in accordance with Section 5.  (u) “Purchase Date” means, unless otherwise determined by the Committee,  December 31 of each calendar year or, in the event that the Common Stock is not traded  on such date, the immediately preceding trading date, as applicable.    (v) “Purchase Price” means, with respect to a given Offering Period, an  amount equal to 85% (or such greater percentage as designed by the Committee) of the  Fair Market Value of a Share on (i) the Purchase Date or (ii) the Offering Date,  whichever amount is lower; provided, that the Purchase Price will in no event be less than  the par value of a Share.  (w) “Reserves” shall have the meaning ascribed to it in Section 16(a).   (x) “Rule 16b-3” means Rule 16b-3 adopted under Section 16 of the  Exchange Act.  (y) “Securities Act” means the United States Securities Act of 1933, as  amended, and any successor thereto.  References to any section of (or rule promulgated  under) the Securities Act shall be deemed to include any rules, regulations or other  interpretative guidance under such section or rule, and any amendments or successors  thereto.  (z) “Share” means a share of Common Stock, as adjusted in accordance with  Section 16.  (aa) “Subsidiary” means any subsidiary corporation or other subsidiary entity  of the Company.  3. Offering Periods.  The Plan shall be implemented by a series of consecutive  Offering Periods commencing on January 1 and ending on December 31 of each calendar  year.  The Committee shall have the authority to change the duration, frequency, start  date, and end dates of Offering Periods.  4. Eligibility.  Subject to the requirements of Section 5 (and unless different dates  are established by the Committee in respect of any Offering Period), a person shall be  eligible to participate in an Offering Period if such person is an Employee as of the date  on which an election for participation in the Offering is required pursuant to Section 5(b)  below; provided, however, that the Committee may provide that certain Employees shall  not be eligible to participate in an Offering Period as determined in the sole discretion of  





 






4      the Committee, or if the grant of a right to purchase Common Stock under the Plan to  such Employee would be prohibited under the laws of such non-U.S. jurisdiction, as  determined by the Committee in its sole discretion.  5. Participation.  (a) Participation in the Plan is completely voluntary.  Except as set forth in  Section 7(b) below, participation in one or more of the offerings under the Plan shall  neither limit, nor require, participation in any other offering.  (b) An eligible Employee may become a Participant in respect of an Offering  Period by electing to participate in the manner approved by the Committee.  An  Employee who elects to participate in an Offering Period shall do so at least ten (10) days  prior to the Offering Date, unless a different time for electing to participate (including  following the Offering Date) is set by the Committee.  (c) A Participant’s election shall indicate either a fixed dollar amount or a  percentage of such Participant’s Compensation, in either case, as may be determined by  the Committee, to be contributed during the applicable Offering Period; provided,  however, that a Participant’s election shall be subject to the limitations of Section 7(b).  (d) The deduction rate selected by a Participation shall remain in effect for  subsequent Offering Periods unless the Participant (i) submits a new election in the  manner approved by the Committee, (ii) withdraws from the Plan, or (iii) terminates  employment or otherwise becomes ineligible to participate in the Plan.  6. Method of Payment of Contributions.  (a) Payroll deductions shall be made from a Participant’s Compensation  during an Offering Period in an aggregate amount equal to the Participant’s contribution  election for such Offering Period.  All payroll deductions made by a Participant shall be  credited to his or her notional account under the Plan.  Participant may not make a  prepayment or any additional payments into such notional account.  Payroll deductions in  respect of any Offering Period shall commence on the Offering Date and shall end on the  final day of the final payroll period ending on or prior to the applicable Purchase Date,  unless sooner terminated by the Participant as provided in Section 10.  (b) Participants on an authorized leave of absence during an Offering Period  may continue to participate in such Offering Period; provided, however, that, except as  otherwise required by applicable law, a Participant on an authorized leave of absence will  have contributions suspended during such leave of absence and, absent any other  instruction from such Participant, such contributions will resume upon the next payroll  following such Participant’s return from such leave of absence.  (c) Notwithstanding the foregoing, to the extent necessary to comply with  Section 7(b) herein, a Participant’s payroll deductions may be decreased by the Company  to zero during any Offering Period.  





 






5  7. Grant of Option. (a) On each Offering Date, each Participant shall be deemed to have been granted an option to purchase as many Shares (rounded down to the nearest whole Share)  as may be purchased with his or her Contributions during the related Offering Period at  the Purchase Price; provided, however, that such option shall be subject to the limitations  set forth in Section 7(b) below and Section 11, and may be reduced pursuant to Section 6,  in each case, if applicable.  (b) Notwithstanding any contrary provisions of the Plan, each option to  purchase Shares under the Plan shall be limited as necessary to prevent any Employee  from (i) acquiring rights to purchase stock under this Plan and all arrangements similar to  this Plan that are maintained by the Company or any of its Subsidiaries which accrue at a  rate that exceeds $25,000 U.S. dollars of the Fair Market Value of such stock (determined  at the time such option is granted) for each calendar year in which such option is  outstanding and exercisable at any time, or (ii) purchasing, in respect of any Offering  Period, more than the Maximum Number of Shares.  8. Exercise of Option; Interest. (a) Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of Shares will be exercised automatically on the  applicable Purchase Date, and the number of full Shares subject to the option will be  purchased at the applicable Purchase Price with the accumulated Contributions in his or  her notional account.  No fractional Shares shall be issued.  Any amounts accumulated in  a Participant’s notional account that are not used to purchase Shares (other than any  amount that is not sufficient to purchase a full Share, which shall be automatically carried  forward to the next Offering Period) shall be refunded to the Participant as soon as  practicable following the Purchase Date.  Notwithstanding Section 9 below, the Shares  purchased upon exercise of an option hereunder shall be deemed to be transferred to the  Participant as of the Purchase Date.  During his or her lifetime, a Participant’s option to  purchase Shares hereunder is exercisable only by him or her.  (b) At the time an option granted under the Plan is exercised, in whole or in  part, or at the time some or all of the Common Stock issued to a Participant under the  Plan is disposed of, the Participant must make adequate provisions for any applicable  federal, state, provincial, or other tax withholding obligations, if any, that arise upon the  Purchase Date or the disposition of the Common Stock.  At any time, the Company or a  Designated Subsidiary may, but will not be obligated to, withhold from the Participant’s  compensation the amount necessary to meet applicable withholding obligations.  (c) No interest will be paid or allowed on any money paid into the Plan or  credited to the notional account of any Participant.  9. Delivery.  As promptly as practicable after each Purchase Date, the number of Shares purchased by each Participant upon exercise of his or her option shall be deposited  into an account established in the Participant’s name with the Plan Administrator.  The  





 






6      Committee may determine that no Share purchased in respect of an offering may be  transferred out of such Participant’s account with the Plan Administrator other than in  connection with a disposition of such Share for the longer of (x) two (2) years following  the Offering Date applicable to such Share and (y) one (1) year following the Purchase  Date applicable to such Share.    10. Voluntary Withdrawal; Termination of Employment.  (a) A Participant may withdraw all but not less than all the Contributions  credited to his or her notional account under the Plan at any time prior to the applicable  Purchase Date by giving written notice to the Plan Administrator in the manner directed  by the Company.  All of the Participant’s Contributions credited to his or her notional  account with respect to an Offering Period will be paid to him or her as soon as  administratively practicable after receipt of his or her notice of withdrawal, his or her  option for the current Offering Period will be automatically terminated, and no further  Contributions for the purchase of Shares may be made by the Participant with respect to  such Offering Period.  A Participant’s withdrawal from the Plan during an Offering  Period will not have any effect upon his or her eligibility to participate in a succeeding  Offering Period or in any similar plan that may hereafter be adopted by the Company.  (b) Upon termination of the Participant’s Continuous Status as an Employee  prior to a Purchase Date for any reason, including retirement or death, the Contributions  credited to his or her notional account will be returned to him or her, and his or her option  will be automatically terminated; provided, however, that in the event of the death of a  Participant, the Company shall deliver the Contributions to the executor or administrator  of the estate of the Participant or, if no such executor or administrator has been appointed  (to the knowledge of the Company), the Company, in its discretion, may deliver such  amounts to the spouse or to any one or more dependents or relatives of the Participant.  Except only as may be required to satisfy the minimum requirements of applicable  employment or labour standards legislation, a Participant will have no entitlement to  acquire Shares on any Purchase Date after the termination of the Participant’s Continuous  Status as an Employee, and each Participant waives any claim to damages in respect  thereof whether related or attributable to any contractual or common law termination  entitlements or otherwise.  11. Shares.  (a) The Shares issuable under this Plan shall be only those available from time  to time for issuance under the Company’s Employee Stock Purchase Plan (the “Master  ESPP”) (determined for such purpose by reducing the number of Shares otherwise  available for issuance under the Master ESPP on any date in question by the number of  Shares previously issued under this Plan as of such date).  If the Committee determines at  any time that, on a given Purchase Date, the number of Shares with respect to which  options are to be exercised may exceed the number of Shares that are available for sale  under the Plan on such Purchase Date, the Company shall make a pro rata allocation of  the Shares available for purchase on such Purchase Date, in as uniform a manner as shall  be practicable and as it shall determine to be equitable among all Participants exercising  





 






7      options to purchase Common Stock on such Purchase Date, and the Committee may, in  its discretion (x) continue all Offering Periods then in effect, or (y) terminate any or all  Offering Periods then in effect pursuant to Section 17 below.  (b) Shares to be delivered to a Participant under the Plan will be registered in  the name of the Participant.  12. Administration.  (a) Subject to the express provisions of the Plan, the Committee shall  administer the Plan and shall have the sole and plenary power to (i) interpret and  administer, reconcile any inconsistency in, correct any defect in, and supply any omission  in the Plan; (ii) establish, amend, suspend, or waive any rules and regulations and appoint  such agents as the Committee shall deem appropriate for the proper administration of the  Plan; and (iii) make any other determination and take any other action that the Committee  deems necessary or desirable for the administration of the Plan, including, without  limitation to the foregoing, by changing the duration, frequency, start date, and end dates  of Offering Periods and/or the Purchase Dates.  The authority of the Committee includes,  without limitation, the authority to (x) determine procedures for setting or changing  payroll deduction percentages, and obtaining necessary tax withholdings, and (y) adopt  amendments to the Plan in accordance with Section 17.  All designations, determinations,  interpretations, and other decisions by the Committee (or its delegate) regarding the Plan  shall be within the sole discretion of the Committee, may be made at any time, and shall  be final, conclusive, and binding upon all persons or entities, including, without  limitation, the Company, any affiliate, any Participant, any holder or beneficiary of any  option, and any shareholder of the Company.  The expenses of administering the Plan  shall be borne by the Company.  (b) The Committee may delegate any or all of its authority and obligations  under this Plan to such committee or committees (including without limitation, a  committee of the Board) or officer(s) of the Company as they may designate.  (c) Nothing in the Plan shall be deemed to authorize the Committee to take  any action contrary to applicable law or regulation, or rules of NASDAQ or any other  securities exchange or inter-dealer quotation service on which the Common Stock is  listed or quoted.  (d) Notwithstanding any delegation of authority hereunder, the Board may  itself take any action permitted under the Plan in its discretion at any time, and any  reference in this Plan document to the rights and obligations of the Committee shall be  construed to apply equally to the Board.  Any references to the Board mean the Board  only.  13. Transferability.  Neither amounts accumulated in a Participant’s notional  account nor any rights with regard to the exercise of an option or to receive Shares under  the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way  (other than by will or by the laws of descent and distribution, or as provided in Section  





 






8      10) by the Participant.  Any such attempt at assignment, transfer, pledge, or other  disposition shall be without effect, except that the Company may treat such act as an  election to withdraw funds in accordance with Section 10.  14. Use of Funds.  All Contributions received or held by the Company under the Plan  may be used by the Company for any corporate purpose, and the Company shall not be  obligated to segregate such Contributions.  15. Reports.  Statements of account will be made available to Participants by the  Company or the Plan Administrator in the form and manner designated by the  Committee.  16. Adjustments Upon Changes in Capitalization; Corporate Transactions.  (a) Subject to any required action by the stockholders of the Company, (i)  the  number of Shares covered by each option under the Plan that has not yet been exercised,  (ii) the number of Shares that have been authorized for issuance under the Plan but that  have not yet been placed under option (collectively, the “Reserves”), (iii) the number of  Shares set forth in Section 11 above, and (iv) the Purchase Price for each then-current  Offering Period shall, if applicable, be proportionately adjusted for any increase or  decrease in the number of issued Shares resulting from a stock split, a reverse stock split,  a stock dividend, a subdivision, combination, or reclassification of the Common Stock  (including any such change in the number of shares of Common Stock effected in  connection with a change in domicile of the Company), or any other increase or decrease  in the number of Shares effected without receipt of consideration by the Company, or any  increase or decrease in the value of a Share resulting from a spinoff or split-up; provided,  however, that conversion of any convertible securities of the Company shall not be  deemed to have been “effected without receipt of consideration.”  Such adjustment shall  be made by the Committee, whose determination in that respect shall be final, binding,  and conclusive.  Except as expressly provided above, no issue by the Company of shares  of stock of any class, or securities convertible into shares of stock of any class, shall  affect, and no adjustment by reason thereof shall be made with respect to, the number or  price of Shares subject to an option.  (b) In the event of a dissolution or liquidation of the Company, any Offering  Period then in progress will terminate immediately prior to the consummation of such  action, unless otherwise provided by the Committee.  In the event of a Corporate  Transaction, each option outstanding under the Plan shall be assumed or an equivalent  option shall be substituted by the successor corporation or a parent or subsidiary of such  successor corporation.  If the successor corporation (or its parent or subsidiary) refuses to  assume or substitute for outstanding options, each Offering Period then in progress shall  be shortened and a new Purchase Date shall be set by the Committee (the “New Purchase  Date”), as of which New Purchase Date any Offering Period then in progress will  terminate.  The New Purchase Date shall be on or before the date of consummation of the  Corporate Transaction, and the Company shall notify each Participant in writing, at least  ten (10) days prior to the New Purchase Date, that the Purchase Date for his or her option  has been changed to the New Purchase Date and that his or her option will be exercised  





 






9      automatically on the New Purchase Date, unless prior to such date he or she has  withdrawn from the Offering Period as provided in Section 10.  For purposes of this  Section 16, an option granted under the Plan shall be deemed to be assumed, without  limitation, if at the time of issuance of the stock or other consideration upon a Corporate  Transaction, each holder of an option under the Plan would be entitled to receive upon  exercise of the option the same number and kind of Shares or the same amount of  property or cash, or number of securities (or combination thereof) as such holder would  have been entitled to receive upon the occurrence of the transaction if the holder had  been, immediately prior to the transaction, the holder of the number of shares of Common  Stock covered by the option at such time (after giving effect to any adjustments in the  number of Shares covered by the option as provided for in this Section 16); provided,  however, that if the consideration received in the transaction is not solely common stock  of the successor corporation or its parent, the Committee may, with the consent of the  successor corporation, provide for the consideration to be received upon exercise of the  option to be solely common stock of the successor corporation or its parent or subsidiary  equal in Fair Market Value to the per-Share consideration received by holders of  Common Stock in the transaction.  (c) If the Company consummates the sale or transfer of a Designated  Subsidiary, business unit, or division to an unaffiliated person or entity, or the spin-off of  a Designated Subsidiary, business unit, or division to shareholders during an Offering  Period, the Contributions credited to the notional account of each Participant employed  by such Designated Subsidiary, business unit, or division, as applicable, as of the time of  such sale, transfer, or spin-off with respect the offering to which such Offering Period  relates will be returned to the Participant without interest, and the Participant’s option  will be automatically terminated.  (d) The existence of the Plan shall not affect or restrict in any way the right or  power of the Company, the Board, the Committee, or the shareholders of the Company to  make or authorize any adjustment, recapitalization, reorganization, or other change in the  Company’s capital structure or its business, any merger or consolidation of the Company,  any issue of stock or of options, warrants, or rights to purchase stock or of bonds,  debentures, or preferred or prior-preference stocks whose rights are superior to or affect  the Common Shares or the rights thereof or that are convertible into or exchangeable for  Common Shares, or the dissolution or liquidation of the Company or any Affiliate, or any  sale or transfer of all or any part of their assets or business, or any other corporate act or  proceeding, whether of a similar character or otherwise.  17. Amendment or Termination.  (a) The Board may amend, alter, suspend, discontinue, or terminate the Plan  or any portion thereof at any time; provided, that no such amendment, alteration,  suspension, discontinuation, or termination shall be made without shareholder approval if  such approval is necessary to comply with any tax or regulatory requirement applicable  to the Plan (including, without limitation, as necessary to comply with any applicable  rules or requirements of any securities exchange or inter-dealer quotation service on  which the Shares may be listed or quoted); provided, further, that any such amendment,  





 






10  alteration, suspension, discontinuance, or termination that would materially and adversely  affect the rights of any Participant shall not to that extent be effective without the consent  of the affected Participant unless the Committee determines that such amendment,  alteration, suspension, discontinuance, or termination is either required or advisable in  order for the Company or the Plan to satisfy any applicable law or regulation.  (b) Except as provided in Section 16, no such termination of the Plan may  affect options previously granted, provided that the Plan or an Offering Period may be  terminated by the Board on a Purchase Date or by the Board’s setting a new Purchase  Date with respect to an Offering Period then in progress if the Board determines that  termination of the Plan and/or the Offering Period is in the best interests of the Company  and the stockholders or if continuation of the Plan and/or the Offering Period would  cause the Company to incur adverse accounting charges as a result of a change after the  effective date of the Plan in the generally accepted accounting principles applicable to the  Plan.  (c) Without stockholder consent and without regard to whether any  Participant rights may be considered to have been adversely affected, the Committee  shall be entitled to change the Offering Periods, limit the frequency and/or number of  changes in the amount withheld that may be made during an Offering Period, permit  payroll withholding in excess of the amount designated by a Participant in order to adjust  for delays or mistakes in the Company’s processing of properly completed withholding  elections, establish reasonable waiting and adjustment periods and/or accounting and  crediting procedures to ensure that amounts applied toward the purchase of Common  Stock for each Participant properly correspond with amounts withheld from the  Participant’s Compensation, and establish such other limitations or procedures as the  Committee determines in its sole discretion advisable that are consistent with the Plan.  18. No Rights to Continued Employment.  Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the  employ or service of the Company or a Subsidiary, or to continue in the employ or the  service of the Company or a Subsidiary.  19. Beneficiary Designation.  The Participant’s beneficiary shall be the Participant’s spouse (or domestic or common-law partner if such status is recognized by the Company  and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death,  the Participant’s estate, except to the extent that a different beneficiary is designated in  accordance with procedures that may be established by the Committee from time to time  for such purpose, subject to applicable law.  Notwithstanding the foregoing, in the  absence of a beneficiary validly designated under such Committee-established procedures  and/or applicable law who is living (or in existence) at the time of death of a Participant  residing or working outside the United States, any required distribution under the Plan  shall be made to the executor or administrator of the estate of the Participant, or to such  other individual as may be prescribed by applicable law.  





 






11      20. Equal Rights and Privileges.  Notwithstanding any provision of the Plan to the  contrary, all eligible Employees who are granted options under the Plan shall have the  same rights and privileges.  21. No Rights as a Shareholder.  Except as otherwise specifically provided in the  Plan, no person shall be entitled to the privileges of ownership in respect of Shares that  are subject to options hereunder until such Shares have been issued or delivered to that  person.  22. Withholding.  To the extent required by applicable federal, state, provincial, or  local law, a Participant must make arrangements satisfactory to the Company for the  payment of any withholding or similar tax obligations that arise in connection with the  Plan.  23. Notices.  All notices or other communications by a Participant to the Company  under or in connection with the Plan shall be deemed to have been duly given when  received in the form specified by the Company at the location, or by the person,  designated by the Company for the receipt thereof.  24. Conditions Upon Issuance of Shares.  (a) The Plan and the issuance and delivery of Shares under the Plan are  subject to compliance with all applicable U.S. federal, state, local, and non-U.S. laws,  rules, and regulations (including but not limited to state, U.S. federal, and non-U.S.  securities law, and margin requirements) and to such approvals by any listing, regulatory,  or governmental authority as may, in the opinion of counsel for the Company, be  necessary or advisable in connection therewith.  Any securities delivered under the Plan  shall be subject to such restrictions, and the person acquiring such securities shall, if  requested by the Company, provide such assurances and representations to the Company  as the Company may deem necessary or desirable to assure compliance with all  applicable legal requirements.  To the extent permitted by applicable law, the Plan shall  be deemed amended to the extent necessary to conform to such laws, rules, and  regulations.  (b) Notwithstanding any terms or conditions of the Plan to the contrary, the  Company shall be under no obligation to offer to sell or to sell, and shall be prohibited  from offering to sell or selling, any Shares pursuant to the Plan unless such Shares have  been properly registered for sale pursuant to the Securities Act with the Securities and  Exchange Commission or unless the Company has received an opinion of counsel,  satisfactory to the Company, that such Shares may be offered or sold without such  registration pursuant to and in compliance with the terms of an available exemption.  The  Company shall be under no obligation to register for sale under the Securities Act any of  the Shares to be offered or sold under the Plan.  The Committee shall have the authority  to provide that all Shares delivered under the Plan shall be subject to such stop-transfer  orders and other restrictions as the Committee may deem advisable under the Plan, U.S.  federal securities laws, or the rules, regulations, and other requirements of the Securities  and Exchange Commission, any securities exchange or inter-dealer quotation service  





 






12      upon which such Shares are then listed or quoted and any other applicable federal, state,  provincial, local or non-U.S. laws, rules, regulations, and other requirements, and the  Committee may cause a legend or legends to be put on any such certificates of Common  Stock delivered under the Plan to make appropriate reference to such restrictions or may  cause such Common Stock delivered under the Plan in book-entry form to be held subject  to the Company’s instructions or subject to appropriate stop-transfer orders.  25. Term of Plan; Effective Date.  The Plan was adopted by the Board on March 22,  2021.  The Plan shall be effective on March 22, 2021 (the “Effective Date”), and shall  continue in force and effect until terminated under Section 17.  Unless sooner terminated  by the Board, the Plan shall terminate upon the earliest of (i) the ten (10) year anniversary  of the Effective Date and (ii) the date on which all shares available for issuance under the  Plan have been sold.    26. Additional Restrictions of Rule 16b-3.  The terms and conditions of options  granted hereunder to, and the purchase of Shares by, persons subject to Section 16 of the  Exchange Act shall comply with the applicable provisions of Rule 16b-3.  This Plan shall  be deemed to contain, and such options shall contain, and the Shares issued upon exercise  thereof shall be subject to, such additional conditions and restrictions as may be required  by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange  Act with respect to Plan transactions.  27. Indemnification.  No member of the Board or the Committee, nor any employee  or agent of the Company exercising authority delegated by the Board or the Committee  hereunder (each such person, an “Indemnifiable Person”), shall be liable for any action  taken or omitted to be taken or any determination made in the administration of the Plan  (unless constituting fraud or a willful criminal act or willful criminal omission).  Each  Indemnifiable Person shall be indemnified and held harmless by the Company against  and from any loss, cost, liability, or expense (including attorneys’ fees) that may be  imposed upon or incurred by such Indemnifiable Person in connection with or resulting  from any action, suit, or proceeding to which such Indemnifiable Person may be involved  as a party or witness or otherwise by reason of any action taken or omitted to be taken or  determination made under the Plan and against and from any and all amounts paid by  such Indemnifiable Person with the Company’s approval (not to be unreasonably  withheld) in settlement thereof, or paid by such Indemnifiable Person in satisfaction of  any judgment in any such action, suit, or proceeding against such Indemnifiable Person,  and the Company shall advance to such Indemnifiable Person any such expenses  promptly upon written request (which request shall include an undertaking by the  Indemnifiable Person to repay the amount of such advance if it shall ultimately be  determined as provided below that the Indemnifiable Person is not entitled to be  indemnified); provided, that the Company shall have the right, at its own expense, to  assume and defend any such action, suit, or proceeding, and once the Company gives  notice of its intent to assume the defense, the Company shall have sole control over such  defense with counsel of recognized standing of the Company’s choice.  The foregoing  right of indemnification shall not be available to an Indemnifiable Person to the extent  that a final judgment or other final adjudication (in either case not subject to further  appeal) binding upon such Indemnifiable Person determines that the acts or omissions or  





 






13  determinations of such Indemnifiable Person giving rise to the indemnification claim  resulted from such Indemnifiable Person’s fraud or willful criminal act or willful criminal  omission or that such right of indemnification is otherwise prohibited by law or by the  Company’s certificate of incorporation or by-laws.  The foregoing right of  indemnification shall not be exclusive of or otherwise supersede any other rights of  indemnification to which such Indemnifiable Persons may be entitled under the  Company’s certificate of incorporation or by-laws, as a matter of law, individual  indemnification agreement or contract or otherwise, or any other power that the Company  may have to indemnify such Indemnifiable Persons or hold them harmless.  28. Nonexclusivity of the Plan.  Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be  construed as creating any limitations on the power of the Board to adopt such other  incentive arrangements as it may deem desirable, including, without limitation, the  granting of stock options or awards otherwise than under the Plan, and such arrangements  may be either applicable generally or only in specific cases.  29. No Trust or Fund Created.  The Plan shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any  affiliate, on the one hand, and the Participant or other person or entity, on the other hand.   No provision of the Plan shall require the Company, for the purpose of satisfying any  obligations under the Plan, to purchase assets or place any assets in a trust or other entity  to which contributions are made or to otherwise segregate any assets, nor shall the  Company maintain separate bank accounts, books, records, or other evidence of the  existence of a segregated or separately maintained or administered fund for such  purposes.  Participants shall have no rights under the Plan other than as unsecured general  creditors of the Company.  30. Reliance on Reports.  Each member of the Committee and each member of the Board (and each such member’s respective designees) shall be fully justified in acting or  failing to act, as the case may be, and shall not be liable for having so acted or failed to  act in good faith, in reliance upon any report made by the independent registered public  accounting firm of the Company and its affiliates and/or any other information furnished  in connection with the Plan by any agent of the Company or the Committee or the Board,  other than such member or designee.  31. Relationship to Other Benefits.  No payment or benefit under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit  sharing, group insurance, or other benefit plan of the Company except as otherwise  specifically provided in such other plan.  32. Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws  thereof, or principles of conflicts of laws of any other jurisdiction that could cause the  application of the laws of any jurisdiction other than the State of Delaware.  





 






14  33. Severability.  If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity, or  would disqualify the Plan under any law deemed applicable by the Committee, such  provision shall be construed or deemed amended to conform to the applicable laws, or if  it cannot be construed or deemed amended without, in the determination of the  Committee, materially altering the intent of the Plan, such provision shall be construed or  deemed stricken as to such jurisdiction, person, or entity, and the remainder of the Plan  shall remain in full force and effect.  34. Titles and Headings.  The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather  than such titles or headings shall control.  * * *