EXHIBIT 4.3


 


RXO, INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN


 


SECTION 1.       Purpose. The purpose of this RXO, Inc. 2022 Omnibus
Incentive Compensation Plan (the “Plan”) is to promote the interests of the Company and its stockholders by (a) attracting
and retaining exceptional directors, officers, employees and consultants (including prospective directors, officers, employees and consultants)
of the Company (as defined below) and its Affiliates (as defined below) and (b) enabling such individuals to participate in the long-term
growth and financial success of the Company.


 


SECTION 2.       Definitions. As used herein, the following terms
shall have the meanings set forth below:


 


“Affiliate” means (a) any entity that, directly
or indirectly, is controlled by, controls or is under common control with, the Company and/or (b) any entity in which the Company
has a significant equity interest, in each case, as determined by the Committee.


 


“Assumed Spin-Off Award” means an award granted
to certain employees, consultants and directors of the Company, XPO Logistics, Inc. and their respective subsidiaries under an equity
compensation plan maintained by XPO Logistics, Inc., which Award is assumed by the Company in connection with the Spin-Off, pursuant
to the terms of the Employee Matters Agreement.


 


“Award” means any award that is permitted under
SECTION 6 and was granted under the Plan, including an Assumed Spin-Off Award.


 


“Award Agreement” means any written or electronic
agreement, contract or other instrument or document evidencing any Award, which may (but need not) require execution or acknowledgment
by a Participant.


 


“Applicable Exchange” means the New York Stock Exchange LLC
or any other national stock exchange or quotation system on which the Shares may be listed or quoted.


 


“Board” means the Board of Directors of the Company.


 


“Cash Incentive Award” means an Award (a) that
is granted pursuant to SECTION 6(f) of the Plan, (b) that is settled in cash and (c) the value of which is set by the Committee
and is not calculated by reference to the Fair Market Value of Shares.


 


“Change of Control” shall (a) have the meaning
set forth in an Award Agreement; provided, however, that except in the case of a transaction described in subparagraph (b)(iii)
below, any definition of Change of Control set forth in an Award Agreement shall provide that a Change of Control shall not occur until
consummation or effectiveness of a change in control of the Company, rather than upon the announcement, commencement, stockholder approval
or other potential occurrence of any event or transaction that, if completed, would result in a change in control of the Company, or (b) if
there is no definition set forth in an Award Agreement, mean the occurrence of any of the following events:


 


(i)               
during any period, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”)
cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent
to the first day of such period whose election, or nomination by the Board for election by the Company’s stockholders, was approved
by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director,
but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person (as defined below) other than the Board (including without limitation any settlement thereof);


 


(ii)              
the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction (but not, for the avoidance
of doubt, a sale of assets) involving the Company (each, a


 


 



    	 	 	 



     


    


 


“Reorganization”) if such Reorganization requires the approval
of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required
for such Reorganization or for the issuance of securities of the Company in such Reorganization), unless, immediately following such Reorganization,
(1) individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange
Act (or a successor rule thereto)) of the securities eligible to vote for the election of the Board (“Company Voting Securities”)
outstanding immediately prior to the consummation of such Reorganization continue to beneficially own, directly or indirectly, more than
50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization
(including a corporation that, as a result of such transaction, owns the Company either directly or through one or more subsidiaries)
(the “Continuing Company”) in substantially the same proportion as the voting power of such Company Voting Securities
among the holders thereof immediately prior to the Reorganization (excluding, for such purposes, any outstanding voting securities of
the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization as a result of their
ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization
other than the Company), (2) no “person” (as such term is used in Section 13(d) of the Exchange Act) (each, a “Person”)
(excluding (x) any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any corporation
controlled by the Continuing Company and (y) any one or more Specified Stockholders) beneficially owns, directly or indirectly, 30%
or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (3) at least 50% of
the members of the board of directors of the Continuing Company (or equivalent body) were Incumbent Directors at the time of the execution
of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of
the Board was obtained for such Reorganization;


 


(iii)             
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution
is part of a transaction or series of transactions described in paragraph (ii) above that does not otherwise constitute a Change
of Control; or


 


(iv)            
any Person, corporation or other entity or “group” (as used in Section 14(d)(2) of the Exchange Act) (other than (A) the
Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate, (C) any
company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of
the voting power of the Company Voting Securities or (D) any one or more Specified Stockholders, including any group in which a Specified
Stockholder is a member) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of
the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (iv),
the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (y) any acquisition
by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by
a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of
the underlying obligation or (z) any acquisition pursuant to a Reorganization that does not constitute a Change of Control for purposes
of subparagraph (ii) above.


 


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


 


“Committee” means the Compensation Committee of
the Board or a subcommittee thereof, or such other committee of the Board as may be designated by the Board to administer the Plan.


 


“Company” means RXO, Inc., a corporation organized
under the laws of Delaware, together with any successor thereto.


 





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“Deferred Share Unit” means a deferred share unit
Award that represents an unfunded and unsecured promise to deliver Shares in accordance with the terms of the applicable Award Agreement.


 


“Employee Matters Agreement” means the Employee
Matters Agreement dated entered into between the Company and XPO Logistics, Inc. in connection with the Spin-Off.


 


“Exchange Act” means the Securities Exchange Act
of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.


 


“Exercise Price” means (a) in the case of each
Option, the price specified in the applicable Award Agreement as the price-per-Share at which Shares may be purchased pursuant to such
Option or (b) in the case of each SAR, the price specified in the applicable Award Agreement as the reference price-per-Share used
to calculate the amount payable to the applicable Participant pursuant to such SAR.


 


“Fair Market Value” means, except as otherwise provided
in the applicable Award Agreement, (a) with respect to any property other than Shares, the fair market value of such property determined
by such methods or procedures as shall be established from time to time by the Committee and (b) with respect to Shares as of any
date, (i) the closing per-share sales price of the Shares as reported by the Applicable Exchange for such stock exchange for such
date or if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii) in the event
there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee.


 


“Incentive Stock Option” means an option to purchase
Shares from the Company that (a) is granted under SECTION 6(b) of the Plan and (b) is intended to qualify for special Federal
income tax treatment pursuant to Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor
provision of the Code, and which is so designated in the applicable Award Agreement.


 


“Independent Director” means a member of the Board
(a) who is neither an employee of the Company nor an employee of any Affiliate, and (b) who, at the time of acting, is a “Non-Employee
Director” under Rule 16b-3.


 


“Nonqualified Stock Option” means an option to purchase
Shares from the Company that (a) is granted under SECTION 6(b) of the Plan and (b) is not an Incentive Stock Option.


 


“Option” means an Incentive Stock Option or a Nonqualified
Stock Option or both, as the context requires.


 


“Participant” means any director, officer, employee
or consultant (including any prospective director, officer, employee or consultant) of the Company or its Affiliates who is eligible for
an Award under SECTION 5 and who is selected by the Committee to receive an Award under the Plan or who receives a Substitute Award
pursuant to SECTION 4(c) or an Assumed Spin-Off Award.


 


“Performance Criteria” means the criterion or criteria
that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance
Award, which may include: (A) share price, (B) net income, earnings or earnings before or after taxes (including earnings before
interest and taxes or earnings before interest, taxes, depreciation and amortization) including, in each case, for the avoidance of doubt,
on an adjusted basis, (C) operating income, profit, operating profit or economic profit, (D) capital efficiency, (E) cash
flow (including specified types or categories thereof including, but not limited to, operating cash flow and free cash flow), (F) cash
flow return on capital, (G) revenues (including specified types or categories thereof), (H) return on stockholders’ equity,
(I) return on investment or capital, (J) return on assets, (K) gross or net profitability/profit margins, (L) objective
measures of productivity or operating efficiency, (M) costs (including specified types or categories thereof), (N) budgeted
expenses (operating and capital), (O) market share (in the aggregate or by segment), (P) level or amount of acquisitions (in
terms of size, number of transactions or otherwise), (Q) economic value-added, (R) enterprise value, (S) book value, (T) working
capital, (U) safety and accident rates, (V) days sales outstanding, (W) customer satisfaction, (X) overall or selected
premium or sales, (Y) expense ratio, (Z) gross or unit margin, and (AA) total stockholder return.


 





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“Performance Formula” means, for a Performance Period,
the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Award of
a particular Participant, whether all, some portion but less than all, or none of such Award has been earned for the Performance Period.


 


“Performance Goal” means, for a Performance Period,
the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.


 


“Performance Period” means the one or more periods
of time as the Committee may select over which the attainment of one or more Performance Goals shall be measured for the purpose of determining
a Participant’s right to and the payment of a Performance Award.


 


“Performance Award” means an Award under SECTION 6(e)
of the Plan that is subject to the achievement of Performance Goals, which value may be paid to the Participant by delivery of such property
as the Committee shall determine, including without limitation, cash or Shares, or any combination thereof, upon achievement of such Performance
Goals during the relevant Performance Period as the Committee shall establish at the time of such Award or thereafter.


 


“Restricted Share” means a Share that is granted
under SECTION 6(d) of the Plan that is subject to certain transfer restrictions, forfeiture provisions and/or other terms and conditions
specified herein and in the applicable Award Agreement.


 


“RSU” means a restricted stock unit Award that is
granted under SECTION 6(d) of the Plan and is designated as such in the applicable Award Agreement and that represents an unfunded
and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms of the applicable
Award Agreement.


 


“Rule 16b-3” means Rule 16b-3 as promulgated
and interpreted by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time.


 


“SAR” means a stock appreciation right Award that
is granted under SECTION 6(c) of the Plan and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities,
other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share over the Exercise Price per Share
of the SAR, subject to the terms of the applicable Award Agreement.


 


“SEC” means the Securities and Exchange Commission
or any successor thereto and shall include the staff thereof.


 


“Shares” means shares of common stock of the Company,
$0.01 par value, or such other securities of the Company (a) into which such shares shall be changed by reason of a recapitalization,
merger, consolidation, split-up, combination, exchange of shares or other similar transaction or (b) as may be determined by the
Committee pursuant to SECTION 4(b).


 


“Specified Stockholder” means Bradley S. Jacobs,
Jacobs Private Equity LLC and its Affiliates, or any other entity or organization controlled, directly or indirectly, by Bradley
S. Jacobs.


 


“Spin-Off” means the distribution of the outstanding
Shares to the stockholders of XPO Logistics, Inc. in 2022, pursuant to the Separation and Distribution Agreement between the Company
and XPO Logistics, Inc. entered into in connection with such distribution.


 


“Subsidiary” means any entity in which the Company,
directly or indirectly, possesses 50% or more of the total combined voting power of all classes of its stock.


 


“Substitute Awards” shall have the meaning specified
in SECTION 4(c).


 


“Treasury Regulations” means all proposed, temporary
and final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).


 





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	SECTION 3.	Administration.




 


(a)             
Composition of the Committee. The Plan shall be administered by the Committee, which shall be composed of one or more directors,
as determined by the Board; provided that, to the extent necessary to comply with the rules of the Applicable Exchange and Rule 16b-3
and to satisfy any other applicable laws or rules, the Committee shall be composed of two or more directors, all of whom shall be Independent
Directors and all of whom shall meet the independence requirements of the Applicable Exchange.


 


(b)             
Authority of the Committee. Subject to the terms of the Plan and applicable law, and in addition to the other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including
the authority to (i) designate Participants, (ii) determine the type or types of Awards to be granted to a Participant, (iii) determine
the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with,
Awards, (iv) determine the terms and conditions of any Awards, (v) determine the vesting schedules of Awards and, if certain
performance criteria must be attained in order for an Award to vest or be settled or paid, establish such performance criteria and certify
whether, and to what extent, such performance criteria have been attained, (vi) determine whether, to what extent and under what
circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited
or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (vii) determine
whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable
with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee, (viii) interpret,
administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement
relating to, or Award made under, the Plan, (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan, (x) accelerate the vesting or exercisability of, payment
for or lapse of restrictions on, Awards, (xi) amend an outstanding Award or grant a replacement Award for an Award previously granted
under the Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or
the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications
or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than
initially anticipated and (xii) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan.


 


(c)             
Committee Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other
decisions under or with respect to the Plan or any Award shall be within the sole and plenary discretion of the Committee, may be made
at any time and shall be final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder
or beneficiary of any Award and any stockholder.


 


(d)             
Indemnification. No member of the Board, the Committee or any employee of the Company (each such person, a “Covered Person”)
shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award.
Each Covered Person shall be indemnified and held harmless by the Company from and against (i) any loss, cost, liability or expense
(including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any
action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person,
with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action,
suit or proceeding against such Covered Person; 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


 






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counsel of the Company’s choice. The foregoing right of indemnification shall not be available
to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case
not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted
from such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise
prohibited by law or by the Company’s Restated Certificate of Incorporation or Amended and Restated Bylaws, in each case, as may
be amended from time to time. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which Covered Persons may be entitled under the Company’s Restated Certificate of Incorporation or Amended and Restated Bylaws,
as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.


 


(e)             
Delegation of Authority to Officers. The Committee may delegate, on such terms and conditions as it determines in its sole and
plenary discretion, to one or more officers of the Company the authority to make grants of Awards to officers (other than any officer
subject to Section 16 of the Exchange Act), employees and consultants of the Company and its Affiliates (including any prospective
officer (other than any such officer who is expected to be subject to Section 16 of the Exchange Act), employee or consultant) and
all necessary and appropriate decisions and determinations with respect thereto.


 


(f)               
Awards to Non-Employee Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole and plenary
discretion, at any time and from time to time, grant Awards to non-employee directors or administer the Plan with respect to such Awards.
In any such case, the Board shall have all the authority and responsibility granted to the Committee herein.


 


	SECTION 4.	Shares Available for Awards; Cash Payable Pursuant to Awards.




 


(a)              Shares
and Cash Available. Subject to adjustment as provided in SECTION 4(b), the maximum aggregate number of Shares that may be
delivered pursuant to Awards granted under the Plan shall be equal to 13,859,000, which includes Shares subject to all Assumed
Spin-Off Awards (the “Plan Share Limit”), of which 13,859,000 Shares may be delivered pursuant to Incentive Stock
Options granted under the Plan (such amount, the “Plan ISO Limit”). If, after the effective date of the Plan, any
Award is forfeited (or otherwise expires, terminates or is canceled without the delivery of all Shares subject thereto), then, in
any such case, any number of Shares subject to such Award that were not issued with respect to such Award shall not be treated as
issued for purposes of reducing the Plan Share Limit. Notwithstanding the foregoing and for the avoidance of doubt, if Shares issued
upon exercise, vesting or settlement of an Award are, or Shares owned by a Participant are, surrendered or tendered to the Company
in payment of the Exercise Price of an Award (including any SAR) or any taxes required to be withheld in respect of an Award or if
any Award based on the Fair Market Value of a Share is settled other than wholly by delivery of Shares (including cash settlement),
in any such case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or
tendered Shares or Awards not settled with Shares shall not again become available to be delivered pursuant to Awards under
the Plan or increase the Plan ISO Limit. The maximum value of Shares available to be granted pursuant to Awards to any non-employee
director under the Plan in any fiscal year of the Company shall be equal to $600,000 as of the applicable date of grant provided
that such limitation shall apply to Assumed Spin-Off Awards.


 


(b)             
Adjustments for Changes in Capitalization and Similar Events.


 


(i)               
In the event of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities
or other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably
adjust any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or property)
with respect to which Awards may be granted, including (1) the Plan Share Limit, and (2) the Plan ISO Limit, and (B) the
terms of any outstanding Award, including (1) the number of Shares or other securities of the Company (or number and kind of other
securities or


 






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property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price, if applicable,
with respect to any Award; provided, however, that the Committee shall determine the method and manner in which to effect
such equitable adjustment.


 


(ii)              
In the event that the Committee determines that any reorganization, merger, consolidation, combination, repurchase or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares (including any Change of Control) such that an adjustment is determined by the
Committee in its discretion to be appropriate or desirable, then the Committee may (A) in such manner as it may deem appropriate
or desirable, equitably adjust any or all of (1) the number of Shares or other securities of the Company (or number and kind of other
securities or property) with respect to which Awards may be granted, including (W) the Plan Share Limit, and (X) the Plan ISO
Limit, and (2) the terms of any outstanding Award, including (X) the number of Shares or other securities of the Company (or
number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (Y) the
Exercise Price, if applicable, with respect to any Award, (B) if deemed appropriate or desirable by the Committee, make provision
for a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the case of
an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancelation of such Option or
SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject
to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (C) if deemed appropriate or desirable by the Committee,
cancel and terminate any Option or SAR having a per-Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject
to such Option or SAR without any payment or consideration therefor.


 


(c)             
Substitute Awards. Awards may, in the discretion of the Committee, be granted under the Plan in assumption of, or in substitution
for, outstanding awards previously granted by the Company or any of its Affiliates or a company acquired by the Company or any of its
Affiliates or with which the Company or any of its Affiliates combines (“Substitute Awards”); provided, however,
that in no event may any Substitute Award be granted in a manner that would violate the prohibitions on repricing of Options and SARs,
as set forth in clauses (i), (ii) and (iii) of SECTION 7(b). The number of Shares underlying any Substitute Awards
shall be counted against the Plan Share Limit; provided, however, that Substitute Awards issued in connection with the assumption
of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any of its Affiliates
or with which the Company or any of its Affiliates combines shall not be counted against the Plan Share Limit; provided further,
however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options
intended to qualify for special tax treatment under Sections 421 and 422 of the Code that were previously granted by an entity that
is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall be counted against
the maximum aggregate number of Shares available for Incentive Stock Options under the Plan.


 


(d)             
Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.


 


SECTION 5.       Eligibility. Any director, officer, employee or
consultant (including any prospective director, officer, employee or consultant) of the Company or any of its Affiliates shall be eligible
to be designated a Participant.


 


SECTION 6.       Awards.


 


(a)             Types
of Awards. Awards may be made under the Plan in the form of (i) Options, (ii) SARs, (iii) Restricted Shares,
(iv) RSUs, (v) Deferred Share Units, (vi) Performance Awards (vii) Cash Incentive Awards and (viii) other
equity-based or equity-related Awards that the Committee determines are


 






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consistent with the purpose of the Plan and the interests of
the Company. Awards may be granted in tandem with other Awards. No Incentive Stock Option (other than an Incentive Stock Option that
may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be
granted to a person who is ineligible to receive an Incentive Stock Option under the Code.


 


(b)             Options.


 


(i)               
Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants
to whom Options shall be granted, (B) subject to SECTION 4(a), the number of Shares subject to each Option to be granted to
each Participant, (C) whether each Option shall be an Incentive Stock Option or a Nonqualified Stock Option and (D) the terms
and conditions of each Option, including the vesting criteria, term, methods of exercise and methods and form of settlement. In the case
of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed
by Section 422 of the Code and any regulations related thereto, as may be amended from time to time. Each Option granted under the
Plan shall be a Nonqualified Stock Option unless the applicable Award Agreement expressly states that the Option is intended to be an
Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if, for any reason, such Option (or any portion
thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof)
shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof)
otherwise complies with the Plan’s requirements relating to Nonqualified Stock Options.


 


(ii)              
Exercise Price. The Exercise Price of each Share covered by each Option shall be not less than 100% of the Fair Market Value of
such Share (determined as of the date the Option is granted); provided, however, in the case of each Incentive Stock Option
granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all
classes of stock of the Company or any Affiliate, the per-Share Exercise Price shall be no less than 110% of the Fair Market Value per
Share on the date of the grant.


 


(iii)             
Vesting and Exercise. Subject to Section 6(i), each Option shall be vested and exercisable at such times, in such manner and
subject to such terms and conditions as the Committee may, in its sole and plenary discretion, specify in the applicable Award Agreement
or thereafter. Except as otherwise specified by the Committee in the applicable Award Agreement, each Option may only be exercised to
the extent that it has already vested at the time of exercise. Each Option shall be deemed to be exercised when written or electronic
notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the
Award and full payment pursuant to SECTION 6(b)(iv) for the Shares with respect to which the Award is exercised has been received
by the Company. Exercise of each Option in any manner shall result in a decrease in the number of Shares that thereafter may be available
for sale under the Option and, except as expressly set forth in SECTION 4(a) and SECTION 4(c), in the number of Shares that
may be available for purposes of the Plan, by the number of Shares as to which the Option is exercised. The Committee may impose such
conditions with respect to the exercise of each Option, including any conditions relating to the application of Federal or state securities
laws, as it may deem necessary or advisable.


 


(iv)            
Payment.


 


(A)             
No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate Exercise Price therefor is
received by the Company, and the Participant has paid to the Company (or the Company has withheld in accordance with SECTION 9(d))
an amount equal to any Federal, state, local and foreign income and employment taxes required to be withheld. Such payments may be
made in cash (or its


 






    	 	8	 



     


    

 


equivalent) or, in the Committee’s sole and plenary discretion, (1) by exchanging Shares owned by the
Participant (which are not the subject of any pledge or other security interest), (2) if there shall be a public market for the
Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a
broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver cash promptly to the Company,
(3) by having the Company withhold Shares from the Shares otherwise issuable pursuant to the exercise of the Option or
(4) through any other method (or combination of methods) as approved by the Committee; provided that the combined value
of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company, together with any Shares
withheld by the Company in accordance with this SECTION 6(b)(iv) or SECTION 9(d), as of the date of such tender, is at
least equal to such aggregate Exercise Price and the amount of any Federal, state, local or foreign income or employment taxes
required to be withheld, if applicable.


 


(B)             
Wherever in the Plan or any Award Agreement a Participant is permitted to pay the Exercise Price of an Option or taxes relating to the
exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery
requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised
without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.


 


(v)             
Expiration. Except as otherwise set forth in the applicable Award Agreement, each Option shall expire immediately, without any
payment, upon the earlier of (A) the tenth anniversary of the date the Option is granted (or, in the case of each Incentive Stock
Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting
power of all classes of stock of the Company or any Affiliate, the fifth anniversary of the date the Option is granted) and (B) three
months after the date the Participant who is holding the Option ceases to be a director, officer, employee or consultant of the Company
or one of its Affiliates. In no event may an Option be exercisable after the tenth anniversary of the date the Option is granted.


 


(c)             
SARs.


 


(i)               
Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants
to whom SARs shall be granted, (B) subject to SECTION 4(a), the number of SARs to be granted to each Participant, (C) the
Exercise Price thereof and (D) the conditions and limitations applicable to the exercise thereof.


 


(ii)              
Exercise Price. The Exercise Price of each Share covered by a SAR shall be not less than 100% of the Fair Market Value of such
Share (determined as of the date the SAR is granted).


 


(iii)             
Vesting and Exercise. Each SAR shall entitle the Participant to receive an amount upon exercise equal to the excess, if any, of
the Fair Market Value of a Share on the date of exercise of the SAR over the Exercise Price thereof. The Committee shall determine, in
its sole and plenary discretion, whether a SAR shall be settled in cash, Shares, other securities, other Awards, other property or a combination
of any of the foregoing. Subject to Section 6(i), each SAR shall be vested and exercisable at such times, in such manner and subject
to such terms and conditions as the Committee may, in its discretion, specify in the applicable Award Agreement or thereafter.


 






    	 	9	 



     


    

 


(iv)            
Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine,
at or after the grant of a SAR, the vesting criteria, term, methods of exercise, methods and form of settlement and any other terms and
conditions of any SAR; provided, however, that in no event may any SAR be exercisable after the tenth anniversary of the
date the SAR is granted. Any determination by the Committee that is made pursuant to this SECTION 6(c)(iv) may be changed by the
Committee from time to time and may govern the exercise of SARs granted or exercised thereafter.


 


(v)             
Substitution SARs. The Committee shall have the ability to substitute, without the consent of the affected Participant or any
holder or beneficiary of SARs, SARs settled in Shares (or SARs settled in Shares or cash in the Committee’s discretion) (“Substitution
SARs”) for outstanding Nonqualified Stock Options (“Substituted Options”); provided that (A) the
substitution shall not otherwise result in a modification of the terms of any Substituted Option, (B) the number of Shares underlying
the Substitution SARs shall be the same as the number of Shares underlying the Substituted Options and (C) the Exercise Price of
the Substitution SARs shall be equal to the Exercise Price of the Substituted Options. If, in the opinion of the Company’s auditors,
this provision creates adverse accounting consequences for the Company, it shall be considered null and void.


 


(vi)            
Expiration. Except as otherwise set forth in the applicable Award Agreement, each SAR shall expire immediately, without any payment,
upon the earlier of (A) the tenth anniversary of the date the SAR is granted and (B) three months after the date the Participant
who is holding the SAR ceases to be a director, officer, employee or consultant of the Company or one of its Affiliates. In no event may
a SAR be exercisable after the tenth anniversary of the date the SAR is granted.


 


(d)             
Restricted Shares and RSUs.


 


(i)               
Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants
to whom Restricted Shares and RSUs shall be granted, (B) subject to SECTION 4(a), the number of Restricted Shares and RSUs to
be granted to each Participant, (C) the duration of the period during which, and the conditions, if any, under which, the Restricted
Shares and RSUs may vest or may be forfeited to the Company and (D) the terms and conditions of each such Award, including the vesting
criteria, term, methods of exercise and methods and form of settlement.


 


(ii)              
Transfer Restrictions. Restricted Shares and RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered except
as provided in the Plan or as may be provided in the applicable Award Agreement; provided, however, that the Committee may
in its discretion, determine that Restricted Shares and RSUs may be transferred by the Participant for no consideration. Each Restricted
Share may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered
in the name of the applicable Participant, such certificates must bear an appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of such certificates until such
time as all applicable restrictions lapse.


 


(iii)             
Payment/Lapse of Restrictions. Each RSU shall be granted with respect to a specified number of Shares (or a number of Shares determined
pursuant to a specified formula) or shall have a value equal to the Fair Market Value of a specified number of Shares (or a number of
Shares determined pursuant to a specified formula). RSUs shall be paid in cash, Shares, other securities, other Awards or other property,
as determined in the sole and plenary discretion of the


 






    	 	10	 



     


    

 


Committee, upon the lapse of restrictions applicable thereto, or otherwise in
accordance with the applicable Award Agreement.


 


(e)             
Performance Awards.


 


(i)               
Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine the Participants
to whom Performance Awards shall be granted.


 


(ii)              
Performance Goals. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are
met during a Performance Period, will determine in accordance with SECTION 4(a) the number of Shares and/or amount of cash or other
property that will be paid out to the Participant pursuant to the Performance Award.


 


(iii)             
Earning of Performance Awards. Subject to the provisions of the Plan, after the applicable Performance Period has ended, the holder
of Performance Awards shall be entitled to receive, subject to the terms and conditions of, and at the times specified in, the applicable
Award Agreement, a payout of the Shares, cash or other property earned by the Participant over the Performance Period pursuant to the
Performance Award, to be determined by the Committee, in its sole and plenary discretion, as a function of the extent to which the corresponding
Performance Goals have been achieved.


 


(iv)            
Form and Timing of Payment of Performance Awards. Subject to the provisions of the Plan, the Committee, in its sole and plenary
discretion, may pay earned Performance Awards in the form of Shares, cash or other property (or in a combination thereof) that have an
aggregate Fair Market Value equal to the value of the earned Performance Awards at the close of the applicable Performance Period. Such
Shares may be granted subject to any restrictions in the applicable Award Agreement deemed appropriate by the Committee. The determination
of the Committee with respect to the form and timing of payout of such Awards shall be set forth in the applicable Award Agreement.


 


(f)               
Cash Incentive Awards.


 


(i)               
Grant. Subject to the provisions of the Plan, the Committee, in its sole and plenary discretion, shall have the authority to determine
(A) the Participants to whom Cash Incentive Awards shall be granted, (B) subject to SECTION 4(a), the number of Cash Incentive
Awards to be granted to each Participant, (C) the duration of the period during which, and the conditions, if any, under which, the
Cash Incentive Awards may vest or may be forfeited to the Company and (D) the other terms and conditions of the Cash Incentive Awards.
Each Cash Incentive Award shall have an initial value that is established by the Committee at the time of grant. The Committee shall set
performance goals or other payment conditions in its discretion, which, depending on the extent to which they are met during a specified
performance period, shall determine the number and/or value of Cash Incentive Awards that shall be paid to the Participant.


 


(ii)              
Earning of Cash Incentive Awards. Subject to the provisions of the Plan, after the applicable vesting period has ended, the holder
of Cash Incentive Awards shall be entitled to receive a payout of the number and value of Cash Incentive Awards earned by the Participant
over the specified performance period, to be determined by the Committee, in its sole and plenary discretion, as a function of the extent
to which the corresponding performance goals or other conditions to payment have been achieved.


 


(g)             
Other Stock-Based Awards. Subject to the provisions of the Plan, the Committee shall have the sole and plenary authority to grant
to Participants other equity-based or equity-related Awards (including, but not limited to, Deferred Share Units and fully vested Shares)
(whether payable in cash, equity or otherwise) in such amounts and subject to such terms and conditions as the Committee shall determine;


 






    	 	11	 



     


    

 


provided that any such Awards must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable
law.


 


(h)              Dividends
and Dividend Equivalents. In the sole and plenary discretion of the Committee, an Award, other than an Option or SAR or a Cash
Incentive Award, may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities,
other Awards or other property, on such terms and conditions as may be determined by the Committee in its sole and plenary
discretion, including, (i) payment directly to the Participant, or (ii) reinvestment in additional Shares, Restricted Shares or
other Awards; provided, however, that no dividend or dividend equivalent may be delivered or paid in respect of an Award prior to
the vesting of such Award.


 


(i)               
Minimum Vesting Provision. All Awards granted hereunder shall be subject to a designated vesting period of at least one year following
the date of grant, except that (A) up to five percent of shares available for grant under the Plan and (B) the Assumed Spin-Off Awards
may be granted without regard to this requirement.


 


SECTION 7.       Amendment and Termination.


 


(a)             
Amendments to the Plan. Subject to any applicable law or government regulation and to the rules of the Applicable Exchange, the
Plan may be amended, modified or terminated by the Board without the approval of the stockholders of the Company, except that stockholder
approval shall be required for any amendment that would (i) increase the Plan Share Limit or the Plan ISO Limit, (ii) change
the class of employees or other individuals eligible to participate in the Plan, (iii) constitute a material increase in the benefits
to be provided to eligible employees within the meaning of the New York Stock Exchange rules as of the date hereof, or (iv) result
in the amendment, cancelation or action described in clause (i), (ii) or (iii) of the second sentence of SECTION 7(b)
being permitted without approval by the Company’s stockholders; provided, however, that any adjustment under SECTION 4(b)
shall not constitute an increase for purposes of SECTION 7(a)(i). No amendment, modification or termination of the Plan may, without
the consent of the Participant to whom any Award shall theretofore have been granted, materially and adversely affect the rights of such
Participant (or his or her transferee) under such Award, unless otherwise provided by the Committee in the applicable Award Agreement.


 


(b)             
Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate any Award theretofore granted, prospectively or retroactively; provided, however, that, except as set
forth in the Plan, unless otherwise provided by the Committee in the applicable Award Agreement, any such waiver, amendment, alteration,
suspension, discontinuance, cancelation or termination that would materially and adversely impair the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the applicable Participant,
holder or beneficiary. Notwithstanding the preceding sentence, in no event may any Option or SAR (i) be amended to decrease the Exercise
Price thereof, (ii) be cancelled at a time when its Exercise Price exceeds the Fair Market Value of the underlying Shares in exchange
for another Option or SAR or any Restricted Share, RSU, other equity-based Award, award under any other equity-compensation plan or any
cash payment or (iii) be subject to any action that would be treated, for accounting purposes, as a “repricing” of such
Option or SAR, unless such amendment, cancellation or action is approved by the Company’s stockholders. For the avoidance of doubt,
an adjustment to the Exercise Price of an Option or SAR that is made in accordance with SECTION 4(b) or SECTION 8 shall not
be considered a reduction in Exercise Price or “repricing” of such Option or SAR.


 


(c)             
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to the final sentence of SECTION 7(b),
the Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events described in SECTION 4(b) or the occurrence of a Change
of Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or


 






    	 	12	 



     


    

 


of changes in applicable
rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law (i) whenever
the Committee, in its sole and plenary discretion, determines that such adjustments are appropriate or desirable, including, without limitation,
providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of,
Awards or providing for a period of time for exercise prior to the occurrence of such event, (ii) if deemed appropriate or desirable
by the Committee, in its sole and plenary discretion, by providing for a cash payment to the holder of an Award in consideration for the
cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR
in consideration for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a
date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and
(iii) if deemed appropriate or desirable by the Committee, in its sole and plenary discretion, by canceling and terminating any Option
or SAR having a per-Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR without
any payment or consideration therefor.


 


SECTION 8.       Change of Control.


 


(a)             
General. The provisions of this Section 8 shall, subject to Section 4(b), apply notwithstanding any other provision of
the Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.


 


(b)             
Impact of Change of Control. Upon the occurrence of a Change of Control, except as otherwise provided in Section 8(e), each
Award shall be replaced pursuant to Section 4(b) with an award that meets the requirements of this Section 8(b) (any award meeting
the requirements of this Section 8(b), a “Replacement Award” and any award intended to be replaced by a Replacement
Award, a “Replaced Award”). An Award shall meet the conditions of this Section 8(b) (and hence qualify as a Replacement
Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as
of the date of the Change of Control; (iii) if the underlying Replaced Award was an equity-based award, it relates to publicly traded
equity securities of the Company or the entity surviving the Company following the Change of Control; (iv) it contains terms relating
to vesting (including with respect to a termination of employment or service) that are substantially identical to those of the Replaced
Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced
Award (including the provisions that would apply in the event of a subsequent Change of Control) as of the date of the Change of Control.
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award
if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon
the Change of Control. The determination whether the conditions of this Section 8(b) are satisfied shall be made by the Committee,
as constituted immediately before the Change of Control, in its sole discretion.


 


(c)              Termination
of Employment. Upon a termination of employment or service of a Participant occurring upon or during the two years immediately
following the date of a Change of Control by reason of death, disability, by the Company without Cause (as defined in
Section 8(d)), or, only to the extent specified in an Award Agreement, by the Participant for “Good Reason” (as
defined in Section 8(d)), (i) all Replacement Awards held by such Participant shall vest in full, be free of restrictions,
and be earned in an amount equal to the full value of such Replacement Award, and (ii) unless otherwise provided in the
applicable Award Agreement, notwithstanding any other provision of the Plan to the contrary, any Option or SAR held by the
Participant as of the date of the Change of Control that remains outstanding as of the date of such termination of employment or
service may thereafter be exercised, until (A) in the case of Incentive Stock Options, the last date on which such Incentive
Stock Options would be exercisable in the absence of this Section 8(c), and (B) in the case of Nonqualified Stock Options
and SARs, the later of (x) the last date on which such Nonqualified Stock Option or SAR would be exercisable upon the relevant
termination of employment in the absence of this Section 8(c) and (y) the earlier of (1) the first anniversary of
such


 






    	 	13	 



     


    

 


termination of employment or service and (2) expiration of the term of such Nonqualified Stock Option or SAR.


 


(d)             
Definitions. The following terms shall have the following meanings for purposes of this Section 8 only:


 


(i)               
Unless otherwise determined by the Committee and set forth in an applicable Award Agreement, “Cause” shall mean (A) the
Participant’s dereliction of duties or gross negligence or failure to perform his duties or refusal to follow any lawful directive
of the officer to whom he reports; (B) the Participant’s abuse of or dependency on alcohol or drugs (illicit or otherwise)
that adversely affects his performance of duties for the Company; (C) the Participant’s commission of any fraud, embezzlement,
theft or dishonesty or any deliberate misappropriation of money or other assets of the Company; (D) the Participant’s breach
of any fiduciary duties of the Company; (E) any act, or failure to act, by the Participant in bad faith to the detriment of the Company;
(F) the Participant’s failure to cooperate in good faith with a governmental or internal investigation of the Company or any
of its directors, managers, officers or employees, if the Company requests the Participant’s cooperation; (G) the Participant’s
failure to follow Company policies, including the Company’s code of conduct and/or ethics policy, as may be in effect from time
to time; or (H) the Participant’s conviction of, or plea of nolo contendere to, a felony or any serious crime; provided
that in cases where cure is possible, the Participant shall first be provided with a 15-day cure period.


 


(ii)              
Unless otherwise determined by the Committee and set forth in an applicable Award Agreement, “Good Reason” shall mean
(A) a material breach by the Company of the Participant’s applicable Award Agreement or (B) a reduction in the Participant’s
base salary; provided that the Company shall first be provided with a 30-day cure period following receipt of written notice from
the Participant setting forth in reasonable detail the specific conduct of the Company that is alleged to constitute Good Reason, to cease
and to cure, any conduct specified in such written notice; provided, further, that such notice shall be provided to the
Company within 45 days of the occurrence of the conduct alleged to constitute Good Reason and if, at the end of the cure period,
the circumstance alleged to constitute Good Reason has not been remedied the Participant will be entitled to terminate his employment
for Good Reason during the 30-day period that follows the end of the cure period. If the Participant does not terminate employment or
service during such 30-day period, he will not be permitted to terminate his employment for Good Reason as a result of such event or condition.


 


(e)             
Awards not Replaced. Notwithstanding the foregoing, unless otherwise provided in the applicable Award Agreement, in the event that
an Award shall not be replaced pursuant to Section 4(b) with a Replacement Award meeting the requirements of Section 8(b), any
such Award that is (i) an outstanding Option or SAR then held by a Participant that is unexercisable or otherwise unvested shall
automatically become exercisable or otherwise vested, as the case may be, as of immediately prior to the Change of Control, (ii) a
Cash Incentive Award or a Performance Award shall be paid out as if the date of the Change of Control were the last day of the applicable
Performance Period and “target” performance levels had been attained and (iii) not described in clause (i) or (ii) of
this Section 8(e) then held by a Participant that is unexercisable, unvested or still subject to restrictions or forfeiture, shall
automatically be exercisable and vested and all restrictions and forfeiture provisions related thereto shall lapse as of immediately prior
to such Change of Control. Notwithstanding the foregoing, if any Award is subject to Section 409A of the Code, this Section 8
shall be applicable only to the extent specifically provided in the Award Agreement and permitted pursuant to Section 11(e). Nothing
in this Section 8 shall preclude the Company from settling upon a Change of Control an Award if it is not replaced by a Replacement
Award, to the extent effectuated in accordance with Treas. Reg. § 1.409A-3(j)(ix).


 






    	 	14	 



     


    

 


SECTION 9.       General Provisions.


 


(a)             
Nontransferability. Except as otherwise specified in the applicable Award Agreement, during the Participant’s lifetime each
Award (and any rights and obligations thereunder) shall be exercisable only by the Participant, or, if permissible under applicable law,
by the Participant’s legal guardian or representative, and no Award (or any rights and obligations thereunder) may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent
and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate; provided that (i) the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance and (ii) the Board or the Committee may permit further transferability,
on a general or specific basis, and may impose conditions and limitations on any permitted transferability; provided, however,
that Incentive Stock Options shall not be transferable in any way that would violate Section 1.422-2(a)(2) of the Treasury Regulations
and in no event may any Award (or any rights and obligations thereunder) be transferred in any way in exchange for value. All terms and
conditions of the Plan and all Award Agreements shall be binding upon any permitted successors and assigns.


 


(b)             
No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s
determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively
among Participants, whether or not such Participants are similarly situated.


 


(c)             
Share Certificates. All certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant
to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, the Applicable Exchange and
any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.


 


(d)             
Withholding.


 


(i)               
Authority to Withhold. A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall
have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the
Plan or from any compensation or other amount owing to a Participant, the amount (in cash, Shares, other securities, other Awards or other
property) of any applicable withholding taxes in respect of an Award, its exercise or any payment or transfer under an Award or under
the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for
the payment of such taxes.


 


(ii)              
Alternative Ways to Satisfy Withholding Liability. Without limiting the generality of clause (i) above, subject to the Committee’s
discretion, a Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant
(which are not subject to any pledge or other security interest) having a Fair Market Value equal to such withholding liability or by
having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option or SAR, or the lapse of
the restrictions on any other Award (in the case of SARs and other Awards, if such SARs and other Awards are settled in Shares), a number
of Shares having a Fair Market Value equal to such withholding liability.


 






    	 	15	 



     


    

 


(e)             
Section 409A.


 


(i)               
It is intended that the provisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed
and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each
payment under any Award shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant,
directly or indirectly, designate the calendar year of any payment to be made under any Award.


 


(ii)              
No Participant or the creditors or beneficiaries of a Participant shall have the right to subject any deferred compensation (within the
meaning of Section 409A of the Code) payable under the Plan 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 any Participant or for the benefit of any Participant under the Plan may not be reduced
by, or offset against, any amount owing by any such Participant to the Company or any of its Affiliates.


 


(iii)              If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (A) such
Participant shall 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 (B) the Company shall make a good faith determination that an amount payable pursuant
to an Award 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 shall not pay such amount on the otherwise scheduled payment date but shall instead pay
it on the first business day after such six-month period. Such amount shall be paid without interest, unless otherwise determined by the
Committee, in its sole discretion, or as otherwise provided in any applicable employment agreement between the Company and the relevant
Participant.


 


(iv)             Notwithstanding any provision of the Plan 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 any Award 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 shall be
solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such Participant or for such
Participant’s account in connection with an Award (including any taxes and penalties under Section 409A of the Code), and
neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold such Participant harmless
from any or all of such taxes or penalties.


 


(f)               
Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and
shall specify the terms and conditions of the Award and any rules applicable thereto, including the effect on such Award of the death,
disability or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined
by the Committee.


 


(g)             
No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock,
shares, other types of equity-based awards (subject to stockholder approval if such approval is required) and cash incentive awards, and
such arrangements may be either generally applicable or applicable only in specific cases.


 






    	 	16	 



     


    

 


(h)             
No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as a director,
officer, employee or consultant of or to the Company or any Affiliate, nor shall it provide a Participant with any rights to continued
service on the Board. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any directorship
or consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in
any Award Agreement.


 


(i)               
No Rights as a Stockholder. No Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect
to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. In connection with each grant of
Restricted Shares, except as provided in the applicable Award Agreement, the Participant shall be entitled to the rights of a stockholder
(including the right to vote) in respect of such Restricted Shares. Except as otherwise provided in SECTION 4(b), SECTION 7(c)
or the applicable Award Agreement, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary,
and whether in cash, Shares, other securities or other property), or other events relating to, Shares subject to an Award for which the
record date is prior to the date such Shares are delivered.


 


(j)               
Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award
Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions
thereof.


 


(k)             
Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award 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 or the Award, such provision shall be construed
or deemed stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force
and effect.


 


(l)               
Other Laws; Restrictions on Transfer of Shares. The Committee may refuse to issue or transfer any Shares or other consideration
under an Award if, acting in its sole and plenary discretion, it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the
Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of
such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing,
no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless
and until the Committee in its sole and plenary discretion has determined that any such offer, if made, would be in compliance with all
applicable requirements of the Federal and any other applicable securities laws.


 


(m)            
No Trust or Fund Created. Neither the Plan nor any Award shall 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 one hand, and a Participant or any other Person, on the other.
To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the Company or such Affiliate.


 


(n)             
Recoupment of Awards. Any Award Agreement may provide for recoupment by the Company of all or any portion of an Award if the Company’s
financial statements are required to be restated due to noncompliance with any financial reporting requirement under the Federal securities
laws or as otherwise determined by the Committee. This SECTION 9(n) shall not be the Company’s exclusive remedy with respect
to such matters.


 


 






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(o)             
No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


(p)             
Requirement of Consent and Notification of Election Under Section 83(b) of the Code or Similar Provision. No election under
Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the
Code) or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by
action of the Committee in writing prior to the making of such election. If an Award recipient, in connection with the acquisition of
Shares under the Plan or otherwise, is expressly permitted under the terms of the applicable Award Agreement or by such Committee action
to make such an election and the Participant makes the election, the Participant shall notify the Committee of such election within ten
days of filing notice of the election with the Internal Revenue Service (or any successor thereto) or other governmental authority, in
addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or any other applicable
provision.


 


(q)             
Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code. If any Participant shall make
any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b)
of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, such Participant shall notify the
Company of such disposition within ten days of such disposition.


 


(r)              
Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any
provision thereof. Whenever the words “include”, “includes” or “including” are used in this Plan,
they shall be deemed to be followed by the words “but not limited to”.


 


(s)             
Assumed Spin-Off Awards. Notwithstanding anything in this Plan to the contrary, each Assumed Spin-Off Award shall be subject to
the terms and conditions of the equity compensation plan and award agreement to which such Award was subject immediately prior to the
Spin-Off, subject to the adjustment of such Award by the Compensation Committee of XPO Logistics, Inc. and the terms of the Employee Matters
Agreement, provided that following the date of the Spin-Off, each such Award shall relate solely to Shares and be administered by the
Committee in accordance with the administrative procedures in effect under this Plan.


 


SECTION 10.       Term of the Plan.


 


(a)             
Effective Date. Prior to the Spin-Off, this Plan was approved by the Board and by XPO Logistics, Inc. as the sole shareowner of
the Company. The Plan shall be effective as of the date on which the Spin-Off occurs (the “Effective Date”).


 


(b)             
Expiration Date. No Award shall be granted under the Plan after the tenth anniversary of the Effective Date and no ISO shall be
granted after the tenth anniversary of shareholder approval. Unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted hereunder, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue
or terminate any such Award or to waive any conditions or rights under any such Award, shall nevertheless continue thereafter.


 


 






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