EX-4.3



 Exhibit 4.3 

TIME INC. 
 INDUCEMENT
AWARD PLAN 
  

	1.	PURPOSE 

 The name of the plan is the Time Inc. Inducement Award Plan (the
“Plan”). The purpose of the Plan is to provide non-qualified stock options and/or restricted stock units to individuals as an inducement material to the individuals’ entry into employment with Time Inc., a Delaware corporation
(the “Company”), or any of its Affiliates (as defined below) within the meaning of Section 303A.08 of the New York Stock Exchange Listing Rules. It is anticipated that providing such awards to these individuals will assure a
closer identification of their interests with those of the Company, thereby stimulating their efforts on the Company’s behalf and strengthening their commitment to the Company. 

 

	2.	DEFINITIONS 

 The following terms shall be defined as set forth below: 

(a) “Affiliate” means any entity that is consolidated with the Company for financial reporting purposes or any other entity designated by the
Committee and that meets the requirements of an “Affiliate” as defined in Rule 12b-2 promulgated under the Exchange Act. 
 (b)
“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Nonqualified Stock Options or Restricted Stock Unit Awards. 

(c) “Award Agreement” means any written agreement, contract or other instrument or document or combination of documents evidencing any Award,
which may, but need not, require execution or acknowledgment by a Grantee. 
 (d) “Board” means the Board of Directors of the Company. 

(e) “Change in Control” means the occurrence of any of the following events: 

(i) any “Person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act becomes the “Beneficial
Owner” within the meaning of Rule 13d-3 promulgated under the Exchange Act of 30% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors; excluding,
however, any circumstance in which such beneficial ownership resulted from any acquisition (1) directly from the Company, (2) by an employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate,
(3) by an underwriter temporarily holding such securities pursuant to an offering of such securities or any acquisition by a pledgee of securities holding such securities as collateral or temporarily holding such securities upon foreclosure of
the underlying obligation or (4) pursuant to a Corporate Transaction that does not constitute a Change in Control for purposes of subparagraph (iii) below. 

(ii) a change in the composition of the Board since the Effective Date, such that the individuals who, as of such date, constituted the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the Effective Date whose election or nomination
for election by the Company’s Shareholders was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further that any individual who
was initially elected as a director of the Company as a result of an actual or threatened election contest or any other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than the Board shall not
be deemed a member of the Incumbent Board; 







 (iii) a Corporate Transaction (1) unless securities representing 50% or more of the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction, including a corporation that, as a result of such transaction
owns all or substantially all of the Company’s assets (or the direct or indirect parent of such corporation), are held immediately subsequent to such transaction by the person or persons who were the beneficial holders of the outstanding voting
securities entitled to vote generally in the election of directors of the Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction, (2) no
“Person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding any benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such Corporate Transaction)
owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction and
(3) at least a majority of the members of the Board of the Company or the corporation resulting from the Corporate Transaction were members of the Incumbent Board at the time of the execution of the definitive agreement providing for such
Corporate Transaction or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Corporate Transaction; or 

(iv) the liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions
described in clause (iii) above that does not otherwise constitute a Change in Control; 
 provided that, to the extent any Award provides for
the payment of non-qualified deferred compensation subject to Section 409A, an event set forth above shall not constitute a “Change in Control” unless it also constitutes a “change in ownership,” a “change in the
effective control” or a “change in the ownership of substantial assets” of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5) and such limitation is necessary to avoid an impermissible distribution or
other event resulting in adverse tax consequences under Section 409A. 
 Notwithstanding anything to the contrary in the foregoing, a
transaction shall not constitute a Change in Control if it is effected for the purpose of changing the place of incorporation or form of organization of the ultimate parent entity (including where the Company is succeeded by an issuer incorporated
under the laws of another state, country or foreign government for such purpose and whether or not the Company remains in existence following such transaction) where, immediately subsequent to the transaction, all or substantially all of the persons
or group that beneficially owned all or substantially all of the combined voting power of the Company’s voting securities immediately prior to the transaction beneficially own all or substantially all of the combined voting power of the Company
or the ultimate parent entity in substantially the same proportions as their ownership immediately prior to such transaction. 
 The Committee shall have
full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and
any incidental matters relating thereto. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended, and any successor code, and
related rules, regulations and interpretations. 
 (g) “Committee” means the Committee described in Section 3. 

  
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 (h) “Company” shall have the meaning set forth in Section 1. 

(i) “Corporate Transaction” means (i) a reorganization, recapitalization, merger, consolidation or similar form of corporate transaction
involving (x) the Company or (y) any of its Subsidiaries, but in the case of this clause (y) only if securities of the Company entitled to vote generally in the election of directors are issued or issuable, or (ii) the sale,
transfer, or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate. 
 (j) “Covered
Person” has the meaning set forth in Section 3(d). 
 (k) “Dividend Equivalent Right” means a right entitling the Grantee to
receive, cash, Shares, other securities, cash or equity awards or other property the value of which is based on the cash dividends paid on the Shares that are subject to an Award or that otherwise have not been issued to the Grantee. 

(l) “Effective Date” shall have the meaning set forth in Section 12. 

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. 

(n) “Fair Market Value” means on a given date, (i) if there is a public market for the Shares and the Shares are listed on the NYSE, the
closing sale price of the Shares on such date as reported on the NYSE Composite Tape, or, if the Shares are no longer listed on the NYSE, then the closing price of the Shares on such date as reported by such other national securities exchange or
quotation system on which the Shares then have their primary listing or quotation; provided that, if no sale of Shares shall have been reported on such date, then the immediately preceding date on which sales of the Shares have been so
reported shall be used, and (ii) if there is no public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith, under a reasonable methodology which shall be in compliance with
Section 409A to the extent such determination is necessary for Awards under the Plan to comply with, or be exempt from, Section 409A. 
 (o)
“Grant Date” means the date on which the Committee approves the grant of an Award, except as may be otherwise provided in an Award Agreement or specified in the applicable Committee minutes or other documentation reflecting such
approval. 
 (p) “Grantee” shall mean an eligible individual (as determined under Section 5(a)) who is granted an Award under the
Plan. 
 (q) “Independent Director” means a member of the Board who is not also an employee of the Company or any Affiliate and who meets
the independence requirements of the NYSE or any successor exchange on which the Shares are listed. 
 (r) “Non-Employee Director” means a
member of the Board who is not also an employee of the Company or any Affiliate. 
 (s) “Non-Qualified Stock Option” means any Stock Option
that is not an “incentive stock option” as defined in Section 422 of the Code. 
 (t) “NYSE” means the New York Stock
Exchange. 
 (u) “Plan” shall have the meaning set forth in Section 1, as the same may be amended from time to time. 

  
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 (v) “Restricted Stock Units” or “RSUs” means Awards granted pursuant to
Section 7. 
 (w) “Retained Distribution” shall have the meaning assigned to such term in Section 8. 

(x) “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder. 

(y) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder. 

(z) “Share” means a share of the common stock, par value $.01 per share, of the Company, or such other securities of the Company
(i) 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 (ii) as may be determined by the Committee pursuant to
Section 4. 
 (aa) “Shareholder” means a holder of Shares. 

(bb) “Stock Option” or “Option” means any option to purchase Shares granted pursuant to Section 6. 

(cc) “Trading Day” means a day on which the Shares are traded on the NYSE or other registered national securities exchange. 

 

	3.	PLAN ADMINISTRATION 

 (a) Composition of Committee. The Plan shall be administered by the
Committee, which shall be composed of two or more directors, as determined by the Board; provided that, to the extent necessary to comply with the rules of the NYSE or any successor exchange on which the Shares may be listed and Rule 16b-3
promulgated under the Exchange Act, the Committee shall be composed of two or more directors, all of whom shall be Independent Directors and all of whom shall qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated
under the Exchange Act (or any successor rule thereto). 
 (b) Authority of Committee. Subject to the terms of the Plan and applicable law, and in
addition to 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, but not limited to, the authority to (i) designate the
individuals who shall receive Awards, (ii) determine the type or types of Awards to be made, (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, including any special terms for non-U.S. Grantees, (v) determine the vesting schedules of Awards and, if certain performance objectives must be attained in
order for an Award to vest or be settled or paid, (vi) establish any performance criteria applicable to Awards and certify whether, and to what extent, such performance criteria have been attained, (vii) 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, (viii) 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, (ix) interpret, administer, reconcile any inconsistency in, correct any default in, supply any omission in, or make any finding of fact necessary to the administration of, the Plan
and any instrument or agreement relating to, or Award made under, the Plan, (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper


  
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administration of the Plan, (xi) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards (including, without limitation, in connection with a Change in
Control), (xii) 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 (1) the tax consequences of such Award to the Company or the
Grantee differ from those consequences that were expected to occur on the date the Award was granted or (2) 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 (xiii) 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 Grantee or any
holder of any Award and any Shareholder. 
 (d) Indemnification. No member of the Board, the Committee, or any officer 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 on behalf of the Company with respect to the administration of the Plan or any Award hereunder. Each
Covered Person shall be indemnified and held harmless by the Company against and from (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 with respect to the administration of the Plan or any
Award hereunder 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 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 Certificate of Incorporation or Bylaws. 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 Certificate of Incorporation or 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 Chief Executive Officer. The Committee may delegate, on such terms and conditions as it determines in its sole and
plenary discretion and in accordance with applicable law, to its Chief Executive Officer the authority to grant Awards (other than Awards to Grantees who are subject to Section 16 of the Exchange Act) to employees of the Company and its
Affiliates and to make all necessary and appropriate decisions and determinations with respect thereto. The Committee shall include in any delegation to the Chief Executive Officer limitations required or permitted by applicable law, including a
limitation as to the type and amount of Awards that may be granted during the delegation period, and such delegation shall contain guidelines as to the determination of the exercise price of any Stock Option, the purchase or exercise price of other
Awards and the vesting criteria. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Chief Executive Officer that were consistent with the terms of the delegation and
the Plan. 

  
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 (f) Certain Substitute Awards. Subject to the restrictions on re-pricing of Stock Options set forth
in Section 10(b), 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”). The number of Shares underlying any Substitute Awards shall be counted against the total number of Shares available
for issuance under the Plan as set forth in Section 4(a), except 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 such total number of Shares. 
  

	4.	PLAN LIMITS 

 (a) Shares Available For Awards under the Plan. Subject to adjustment as provided in
Section 4(c), the total number of Shares available for issuance under the Plan shall be equal to 3,000,000. Shares granted under the Plan may consist, in whole or in part, of authorized and unissued Shares or of treasury shares. 

(b) In determining the number of Shares that remain issuable under the Plan, the following Shares will be deemed not to have been issued (and will be deemed
to remain available for issuance) under the Plan: (i) Shares remaining under an Award that terminates or is canceled without having been exercised or earned in full, (ii) Shares issued upon exercise, vesting or settlement of an Award, or
Shares owned by a Participant (which are not subject to any pledge or other security interest), that are subject to an Award that are surrendered or tendered to the Company in payment of the Exercise Price of an Award granted under the Plan or any
taxes required to be withheld in respect of an Award granted under the Plan (all in accordance with the Plan and any applicable Award agreement), and (iii) Shares reacquired by the Company or an Affiliate on the open market or otherwise using
cash proceeds from the exercise of Stock Options. 
 (c) Adjustments. (i) In the event of any change in the outstanding Shares after the
Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, combination, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to holders of Shares other
than regular cash dividends, or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable (which substitution or
adjustment, as applicable, shall be consistent with the requirements of Section 409A as described in Section 9(c)), as to (1) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or
pursuant to outstanding Awards, (2) the exercise price of any Stock Option, (3) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, and/or (4) any other affected terms of
outstanding Awards. 
 (ii) In the event of a Change in Control after the Effective Date, the Committee may (subject to the requirements of
Section 409A, as described in Section 9(c)), but shall not be obligated to, (1) accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award, (2) cancel Awards for fair value (as determined
in the sole discretion of the Committee) which, in the case of Stock Options, may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to the
Award (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Stock Options) over the aggregate exercise price of the Stock Option, (3) cancel and terminate any Stock Options having an
Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Stock Option without any payment or consideration therefor, (4) provide for the issuance of 

  
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substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion,
(5) provide that for a period of at least thirty (30) days prior to the Change in Control, Stock Options shall be exercisable as to all Shares subject thereto to the extent vested and that upon the occurrence of the Change in Control, such
Awards shall terminate and be of no further force and effect, or (6) take such other action with respect to Awards as the Committee shall determine to be appropriate in its discretion. 

 

	5.	ELIGIBILITY 

 (a) Eligible Grantees. Grantees under the Plan shall be individuals who have not
previously served as employees or non-employee directors of the Company or any Affiliate (or have experienced a bona fide period of non-employment with the Company and its Affiliates), who in connection with an offer of employment are offered
an equity grant as a material inducement to enter into the employment of the Company or an Affiliate. 
 (b) No Requirement for Uniform Treatment.
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 Grantee and may be made selectively among Grantees, whether or not such Grantees are
similarly situated. 
  

	6.	STOCK OPTIONS 

 (a) Grant. The Committee may grant Awards of Stock Options. 

(b) Terms and Conditions. The Committee shall determine (i) the eligible Grantees to whom Stock Options shall be granted, (ii) subject to
Section 4, the number of Shares subject to Stock Options to be granted to each Grantee, (iii) the conditions and limitations applicable to the vesting and exercise of each Option. All Stock Options granted under the Plan shall be
Non-Qualified Stock Options. 
 (c) Exercise Price. The per Share exercise price of each Stock Option shall be no less than 100% of the Fair Market
Value of a Share determined on the Grant Date. 
 (d) Vesting and Exercise. Each Stock Option shall be vested and exercisable at such times, in such
manner and subject to such terms and conditions as the Committee may specify in the applicable Award Agreement or thereafter. Except as otherwise specified by the Committee in the applicable Award Agreement or as specified in an agreement between
the Company or its Affiliates and the Grantee, (i) a Stock Option may only be exercised to the extent that it has already vested at the time of exercise, and (ii) if a Grantee’s employment (or other service relationship) with the
Company and its Affiliates terminates for any reason, the portion of the Stock Option that remains unvested at the time of termination shall expire and cease to be exercisable. A Stock Option shall be deemed to be exercised when written or
electronic notice of such exercise has been received by the Company, in accordance with the terms of the Award, by the person entitled to exercise the Award with respect to which the Stock Option is being exercised, together with full payment
stating the number of Shares. Exercise of a Stock Option in any manner shall result in a decrease in the number of Shares that thereafter may be available for sale under the Stock Option and in the number of Shares that may be available for purposes
of the Plan, by the number of Shares as to which the Stock Option is exercised. The Committee may impose such conditions with respect to the exercise of Stock Options, including, without limitation, any conditions relating to the application of any
applicable securities laws, as it may deem necessary or advisable. 
 (e) Payment. (i) No Shares shall be delivered pursuant to any exercise of
a Stock Option until the Company receives payment in full of the aggregate exercise price. Such payments may be made in cash 

  
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or its equivalent (e.g., check) or, in the Committee’s sole and plenary discretion, (1) by exchanging Shares owned by the Grantee (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 Stock Option and to deliver promptly to the Company an amount equal to the aggregate exercise price or (3) 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, as of the date of such tender, is at least equal to the aggregate exercise price. No Grantee shall have any rights to
dividends or other rights of a stockholder with respect to Shares subject to a Stock Option until the Shares are issued to the Grantee. 

(ii) Wherever in the Plan or any Award Agreement, a Grantee is permitted to pay the exercise price of a Stock Option or taxes relating to the
exercise of a Stock Option by delivering Shares, the Grantee 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 Stock Option, as exercised, without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Stock Option. 

(f) Expiration. Except as may otherwise be provided to a Grantee outside of the United States in accordance with the terms of a sub-plan or Award
Agreement or other grant made pursuant to Section 10(c), each Stock Option shall expire and shall in no event be exercisable after the tenth (10th) anniversary of the date the Option is
granted. 
  

	7.	RESTRICTED STOCK UNITS 

 (a) Grant. The Committee may grant Awards of “Restricted Stock
Units” that represent an unfunded promise to deliver Shares, cash or other securities or property (as determined by the Committee and set forth in the Award Agreement) subject to such restrictions and conditions as the Committee may
determine at the time of grant. 
 (b) Terms and Conditions. The Committee shall determine: (i) the Grantees to whom Restricted Stock Units
shall be granted, (ii) subject to Section 4, the number of Restricted Stock Units be granted to each Grantee, (iii) the nature and duration of the period during which, and the conditions, if any, under which, the Restricted Stock
Awards may vest or may be forfeited including, without limitation, conditions related to the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives, (iv) the timing of delivery of
Shares, cash or other securities or property following vesting, provided, however, that any delay in the delivery of Shares, cash or other securities or property shall comply with Section 409A such that the delivery will not result in
the imposition of any excise tax otherwise imposed by Section 409A, and (v) such other terms and conditions of such Awards as the Committee shall determine that are consistent with the Plan. 

(c) No Rights as a Shareholder. A Grantee of Restricted Stock Units shall have no rights as a Shareholder with respect to such Restricted Stock Units;
provided, however, nothing herein shall preclude the Committee from granting Dividend Equivalent Rights for the Shares underlying the Restricted Stock Unit Award, subject to such terms and conditions as the Committee may determine;
provided that any such Dividend Equivalent Rights granted in respect of a Restricted Stock Unit Award that is subject to vesting upon the attainment of a performance objective may be paid only with respect to the Shares underlying such Award
for which the Committee certifies that the performance objective has been achieved. 

  
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	8.	DIVIDEND EQUIVALENT RIGHTS 

 (a) Regular Cash Dividends. The Committee may grant Dividend
Equivalent Rights with respect to a Restricted Stock Unit Award. The Committee shall determine whether (i) the Dividend Equivalent Rights are paid currently or are deferred (including deferral to the date of exercise, settlement, or payment of,
or lapse of restrictions on, the underlying Award to which the Dividend Equivalent Right relates), provided that any such Dividend Equivalent Rights granted in respect of an Award that is subject to vesting upon the attainment of a
performance objective may be paid only with respect to the Shares underlying such Award for which the Committee certifies that the performance objective has been met, (ii) the Dividend Equivalent Rights are deemed reinvested in additional
Shares which may thereafter accrue additional dividend equivalents (any such deemed reinvestment shall be at Fair Market Value of the Shares on the date of reinvestment), or (iii) the Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such related Award. 
 (b) Other Dividends. Except as otherwise determined by the Committee in the applicable
Award Agreement, if on any date on which an RSU shall be outstanding the Company shall pay any dividend other than a regular cash dividend or make any other distribution on the Shares, the Grantee shall be credited with a bookkeeping entry
equivalent to such dividend or distribution for each RSU held by the Grantee on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions unless the Committee or Board determines
that an amount equivalent to such dividend or distribution shall be paid currently to the Grantee (any such amount, “Retained Distributions”); provided, however, that if the Retained Distribution relates to a dividend paid in
Shares, the Grantee shall receive an additional amount of RSUs equal to the product of (i) the aggregate number of RSUs held by the Grantee pursuant to the applicable Awards through the related dividend record date, multiplied by (ii) the
number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions shall not bear interest and shall be subject to the same terms and conditions and be subject to the same restrictions as the RSUs to which
they relate. 
 (c) Section 409A. Notwithstanding anything else contained in this Section to the contrary, no payment of Dividend Equivalents or
Retained Distributions under this Section 8 shall occur before the first date on which a payment could be made without subjecting the Grantee to tax under the provisions of Section 409A. 

 

	9.	TAX WITHHOLDING; SECTION 409A 

 (a) Payment by Grantee. Each Grantee shall, no later than the date
as of which the value of an Award or of any Shares issued under the Plan or other amounts received thereunder first becomes includable in the gross income of the Grantee for federal income tax purposes, pay to the Company or the Affiliate, or make
arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind (including, but not limited to, income tax, social insurance, payroll tax, fringe benefits tax and payment on account) required by law to
be withheld by the Company or by the Affiliate with respect to such income. As a condition to receiving an Award under the Plan, each Grantee authorizes the Company or its Affiliate to deduct any such taxes from any payment of any kind otherwise due
to the Grantee. The Company’s obligation to deliver any Award to any Grantee is subject to and conditioned on tax withholding obligations being satisfied by the Grantee. 

(b) Payment in Shares. Subject to approval of the Committee, a Grantee may elect to have the minimum required tax withholding obligation of the Company
or its Affiliate satisfied, in whole or in part, by (i) authorizing the Company or the Affiliate to withhold from Shares to be issued pursuant to any Award a number of Shares with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company Shares owned by the Grantee with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding
amount due. 

  
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 (c) Section 409A. It is intended that the provisions of the Plan comply with Section 409A, 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. Notwithstanding any other provisions in the Plan or any Award agreement to the
contrary, in the event that it is reasonably determined by the Committee that, as a result of Section 409A, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award
agreement, as the case may be, without causing the Grantee holding such Award to be subject to taxation under Section 409A, the Company will make such payment on the first day that would not result in the Grantee incurring any tax liability
under Section 409A. If, at the time of a Grantee’s separation from service (within the meaning of Section 409A), (1) the Grantee is a specified employee (within the meaning of Section 409A and using the identification
methodology selected by the Company from time to time) and (2) the Company determines in good faith that an amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A), the payment of which is
required to be delayed pursuant to the six-month delay rule set forth in Section 409A to avoid taxes or penalties under Section 409A, 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. The delayed amount shall be paid without interest, unless otherwise determined by the Committee, in its sole discretion, or as otherwise provided in any Award Agreement or other written
agreement between the Company and the relevant Grantee. To the extent any amount made under the Plan to which Section 409A applies is payable in two or more installments, each installment payment shall be treated as a separate payment for
purposes of Section 409A. Grantees shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee or for the Grantee’s account in connection with an Award (including any taxes and
penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties. 

 

	10.	AMENDMENTS AND TERMINATION 

 (a) Authority. The Company may, at any time, by action of the
Committee or the Board, amend, suspend or discontinue or terminate the Plan. Except as required by applicable law, stock exchange rules, tax rules or accounting rules or as specifically set forth in the Plan or any applicable Award Agreement, the
Committee may not amend or cancel any outstanding Award in a manner that would materially impair the rights of the holder without such holder’s consent. The foregoing restriction shall not preclude the Committee from unilaterally amending any
Award to the extent the Committee deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. 
 (b) No
Re-pricing. Notwithstanding anything in the Plan to the contrary, except for any re-pricing that occurs by operation of the adjustment provision in Section 4, the Committee shall not have the authority to take any action after the Grant
Date with respect to a Stock Option that would constitute a re-pricing, including, but not limited to, (i) repurchasing for cash or cancelling any Stock Option at a time when its exercise price is greater than the Fair Market Value of the
underlying Shares in exchange for another equity award; (ii) changing the terms of a Stock Option to lower its exercise price; and (iii) any other action that is treated as a “repricing” under U.S. generally accepted accounting
principles. Any such cancellation and exchange described in clause (i) (other than in connection with a change permitted under the adjustment provision in Section 4) will be considered a re-pricing regardless of whether it is treated as a
“repricing” under U.S. generally accepted accounting principles and regardless of whether it is voluntary on the part of the Grantee. 

  
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 (c) International Grantees. With respect to Grantees who reside or work outside the United States of
America, the Committee may, in its sole discretion, amend the terms of the Plan or Awards or adopt such additional terms with respect to such Grantees (including, without limitation, the adoption of a sub-plan to this Plan or to an Award Agreement
or country appendix thereto) to address differences in local law or tax policies or to obtain more favorable tax or other treatment for a Grantee, the Company or an Affiliate; provided, however, no such amendment shall negate the Plan
limitations set forth in Section 4 or in this Section 10. 
  

	11.	GENERAL PROVISIONS 

 (a) Compliance with Securities Laws and Other Applicable Laws. The Plan, the
granting and exercising of Awards hereunder, and any obligations of the Company or the Committee under the Plan, shall be subject to all applicable federal, state and foreign country securities and exchange control laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed or quoted. The Company or the Committee, in its discretion, may postpone the granting and
exercising of Awards, the issuance or delivery of Shares under any Award or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such
Shares or other required action under any federal, state or foreign country securities and exchange control law, rule or regulation. The Company or the Committee may require any Grantee to make such representations and furnish such information as it
may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable securities and exchange control laws, rules and regulations. The Company and the Committee shall not be obligated by virtue of any provision
of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any such laws, rules or regulations. The Company or the Committee may require the placing of a stop-order on Shares or Awards. Any postponement
of the exercise or settlement of any Award or the issuance of a stop-order under this provision shall not extend the term of an Award affected by the postponement or the stop-order. Neither the Company, nor the Committee, nor its directors or
officers shall have any obligation or liability to a Grantee with respect to any Award (or Shares issuable thereunder) that shall lapse because of a postponement or a stop-order. 

(b) Delivery of Shares. Shares shall be deemed delivered to a Grantee for all purposes when the Company or its transfer agent shall have given to the
Grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the Grantee, at the Grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include
electronic “book entry” records). The Committee shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation,
as may be imposed in the discretion of the Committee. No Grantee or other holder of any Award shall have any rights of a Shareholder with respect to any Shares to be issued or distributed under the Plan until the Shares are delivered and he or she
has become the holder of such Shares. 
 (c) Trading Policy Restrictions. The ability to exercise Stock Options and/or acquire or dispose of Shares
acquired under the Plan shall be subject to such Company’s insider trading policy, as in effect from time to time. 
 (d) 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. 

  
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 (e) Forfeiture and Clawback of Awards under Applicable Law. The grant of each Award is expressly
conditioned upon the Company’s right to recover from Grantee any Award and any profits or earnings from such Awards, including without limitation, profits from the sale of Shares issued pursuant to any Award, to the extent required by
applicable law. 
 (f) Non-Transferability of Award. 

(i) Awards Exercisable Solely By Grantee. Except as otherwise specified in the applicable Award Agreement (and subject to the
limitation that in no circumstances may an Award may be transferred by the Grantee for consideration or value), during the Grantee’s lifetime each Stock Option (and any rights and obligations thereunder) shall be exercisable only by the
Grantee, or, if permissible under applicable law, by the Grantee’s legal guardian or personal representative, who shall be treated as the Grantee for purposes of this Plan. 

(ii) Deceased Grantees. A Stock Option, which by its terms is exercisable after the death of a Grantee, may be exercised by the
legatees, personal representatives or distributees of the Grantee. 
 (iii) No Assignment. No Award (or any rights and obligations
thereunder) may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee 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. Neither the Grantee nor any of the Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the
meaning of Section 409A) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the
meaning of Section 409A) payable to any Grantee or for the benefit of any Grantee under the Plan may not be reduced by, or offset against, any amount owing by any such Grantee to the Company or any of its Affiliates. 

(iv) Permitted Successors and Assigns. All terms and conditions of the Plan and all Award Agreements shall be binding upon any
permitted successors and assigns. 
 (g) No Right To Continue Service. The adoption of this Plan and the grant of Awards to any particular Grantee
shall not confer upon any Grantee the right to continued employment or service with the Company or any Affiliate. 
 (h) 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 Shareholder approval if such approval is required) and cash incentive awards, and such arrangements may be either generally applicable or applicable only in specific cases. 

(i) 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 Grantee or any other person, on the other hand. 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. 
 (j) Governing Law;
Section 303A.08. 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 conflicts of law provisions thereof and shall be read consistently with the requirements of granting inducement awards under Section 303A.08 of the New York Stock Exchange Listing Rules. 

  
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 (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) Headings. 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. 

(m) Other Benefit Plans. All Awards shall constitute a special incentive payment to the Grantee and shall not be taken into account in computing the
amount of salary or compensation of the Grantee for the purpose of determining any benefits under any pension, retirement, severance, profit sharing, bonus, life insurance or other benefit plan of the Company or any Affiliate or under any agreement
between the Company or any Affiliate and the Grantee, unless such plan or agreement specifically provides otherwise. 
  

	12.	EFFECTIVE DATE OF PLAN 

 The Plan shall be effective on the date it is approved by the Company’s
Board of Directors or until such date that it is terminated by the Company. In the event the Plan is terminated, 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. 

  
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