2003 Key Associate Stock Plan



 Exhibit 10.2 

Bank of America Corporation 

2003 Key Associate Stock Plan, 

As Amended and Restated 
  

 
  
  

Original Effective Date: January 1, 2003 

Amended and Restated Effective Date: April 28, 2010 

 

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 Contents 

 

					
	 	  	 	  	     Page

 

	 Article 1.
	  	  
 Establishment, Duration and Purpose
	  	3
			
	 Article 2.
	  	  
 Definitions
	  	3
			
	 Article 3.
	  	  
 Administration
	  	7
			
	 Article 4.
	  	  
 Shares Subject to the Plan
	  	8
			
	 Article 5.
	  	  
 Eligibility and Participation
	  	9
			
	 Article 6.
	  	  
 Stock Options
	  	10
			
	 Article 7.
	  	  
 Stock Appreciation Rights
	  	11
			
	 Article 8.
	  	  
 Restricted Stock and Restricted Stock Units
	  	12
			
	 Article 9.
	  	  
 Performance Measures
	  	13
			
	 Article 10.
	  	  
 Beneficiary Designation
	  	14
			
	 Article 11.
	  	  
 Deferrals
	  	14
			
	 Article 12.
	  	  
 Rights of Key Associates
	  	14
			
	 Article 13.
	  	  
 Change in Control
	  	14
			
	 Article 14.
	  	  
 Amendment, Modification, and Termination
	  	16
			
	 Article 15.
	  	  
 Withholding
	  	17
			
	 Article 16.
	  	  
 Indemnification
	  	17
			
	 Article 17.
	  	  
 Successors
	  	17
			
	 Article 18.
	  	  
 Legal Construction
	  	17

  

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 Bank of America Corporation 

2003 Key Associate Stock Plan, 

As Amended and Restated 

Article 1. Establishment, Duration and Purpose 

1.1 Establishment and Duration of the Plan. The Company originally established this Plan effective as of
January 1, 2003, and the Plan as originally established was approved by the Company’s stockholders. The Plan has been subsequently amended and restated effective April 1, 2004 (in connection with the merger with FleetBoston Financial
Corporation), and further amended on April 26, 2006 (in connection with the merger with MBNA Corporation) and December 5, 2008 (in connection with the merger with Merrill Lynch & Co., Inc.), and in each case such actions were
approved by the Company’s stockholders. This Plan is hereby being further amended and restated, subject to and effective upon the approval of the Company’s stockholders at the annual meeting of stockholders on April 28, 2010. The
purpose of amending and restating the Plan is to (i) authorize the issuance of additional Shares under the Plan, (ii) extend the term of the Plan by two years and (iii) make certain other design changes consistent with changes in the
economic and business environment since the Plan was last amended. The Plan as amended and restated shall remain in effect until the earlier (i) the date that no additional Shares are available for issuance under the Plan, (ii) the date
that the Plan has been terminated in accordance with Article 14 or (iii) the close of business on December 31, 2015. 

1.2 Purpose of the Plan. The Company believes that the compensation of its Key Associates should be significantly
linked to the Company’s business performance in order to enhance the long-term success and value of the Company. The Plan serves this compensation philosophy by providing a source of stock-based Awards for Key Associates that are intended to
further motivate Key Associates to increase the value of the Company’s common stock, thereby linking the personal interests of the Key Associates with those of the Company’s stockholders. Terms and conditions placed on Awards further
encourage the long-term retention of Key Associates. The Plan also provides the Company with a means to better attract and recruit Key Associates of outstanding ability who will further enhance the long-term success and value of the Company through
their services. 
 Article 2. Definitions 

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended,
the initial letter of the word is capitalized: 
 “Award” means, individually or collectively,
a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units. 

“Award Agreement” means an agreement between the Company and each Participant setting forth the terms
and provisions applicable to Awards granted under this Plan. 
 “Beneficial Owner” or
“Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 

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

 “Change in Control” of the Company means, and shall be deemed to have occurred upon, any of
the following events: 
 (a) The acquisition by any Person of Beneficial Ownership of twenty-five
percent (25%) or more of either: 
 (i) The then-outstanding Shares (the “Outstanding
Shares”); or 
 (ii) The combined voting power of the then-outstanding voting securities of
the Company entitled to vote generally in the election of Directors (the “Outstanding Voting Securities”); 

provided , however, that the following acquisitions shall not constitute a Change in Control for purposes of
this subparagraph (a): (A) any acquisition directly from the Company, (B) any acquisition by the Company or any 
  


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of its Subsidiaries, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries, or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subparagraph (c) below; or 

(b) Individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual who becomes a Director subsequent to the Effective Date and whose election, or whose nomination for
election by the Company’s stockholders, to the Board of Directors was either (i) approved by a vote of at least a majority of the Directors then comprising the Incumbent Board or (ii) recommended by a corporate governance committee
comprised entirely of Directors who are then Incumbent Board members shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest, other actual or threatened solicitation of proxies or consents or an actual or threatened tender offer; or 

(c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, (i) all or substantially all of the Persons who were the Beneficial Owners, respectively, of the
Outstanding Shares and Outstanding Voting Securities immediately prior to such Business Combination own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from the Business Combination (including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Shares and Outstanding Voting Securities, as the case may be (provided, however, that for purposes of this clause (i), any shares of common stock or voting securities of such resulting corporation
received by such Beneficial Owners in such Business Combination other than as the result of such Beneficial Owners’ ownership of Outstanding Shares or Outstanding Voting Securities immediately prior to such Business Combination shall not be
considered to be owned by such Beneficial Owners for the purposes of calculating their percentage of ownership of the outstanding common stock and voting power of the resulting corporation), (ii) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from the Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of,
respectively, the then outstanding shares of common stock of the corporation resulting from the Business Combination or the combined voting power of the then outstanding voting securities of such corporation unless such Person owned twenty-five
percent (25%) or more of the Outstanding Shares or Outstanding Voting Securities immediately prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or 

(d) Approval by the Company’s stockholders of a complete liquidation or dissolution of the Company.

 Notwithstanding the foregoing, for any Awards that constitute nonqualified deferred compensation within the
meaning of Section 409A(d) of the Code and provide for an accelerated payment in connection with a Change in Control, Change in Control shall have the same meaning as set forth in any regulations, revenue procedure, revenue rulings or other
pronouncements issued by the Secretary of the United States Treasury pursuant to Section 409A of the Code, applicable to such arrangements. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to the Code
shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder. 

“Committee” means the Compensation Committee of the Board of Directors; provided, however,
that (i) with respect to Awards to any Key Associates who are Insiders, Committee means all of the members of the Compensation Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the

  

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Exchange Act, and (ii) with respect to Awards to any Key Associates who are Named Executive Officers intended to comply with the Performance-Based Exception, Committee means all of the
members of the Compensation Committee who are “outside directors” within the meaning of Section 162(m) of the Code. Committee may also mean any individual or committee of individuals (who need not be Directors) that the Compensation
Committee may appoint from time to time to administer the Plan with respect to Awards to Key Associates who are not Insiders or Named Executive Officers, in accordance with and subject to the requirements of Section 3.2. 

“Company” means Bank of America Corporation, a Delaware corporation, and any successor as provided in
Article 17 herein. 
 “Director” means any individual who is a member of the Board of
Directors of the Company. 
 “Disability” with respect to a Participant, means
“disability” as defined from time to time under any long-term disability plan of the Company or Subsidiary with which the Participant is employed. Notwithstanding the foregoing, for any Awards that constitute nonqualified deferred
compensation within the meaning of Section 409A(d) of the Code and provide for an accelerated payment in connection with any Disability, Disability shall have the same meaning as set forth in any regulations, revenue procedure, revenue rulings
or other pronouncements issued by the Secretary of the United States Treasury pursuant to Section 409A of the Code, applicable to such arrangements. 

“Earnings Per Share” means “earnings per common share” of the Company based on all earnings
(either diluted or without regard to dilution, as selected by the Committee) determined in accordance with generally accepted accounting principles that would be reported in the Company’s Annual Report to Stockholders or Annual Report on Form
10-K. 
 “Effective Date” means January 1, 2003. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor
act thereto. 
 “Fair Market Value” of a Share on any date means the closing price of a Share
as reflected in the report of composite trading of New York Stock Exchange listed securities for that day (or, if no Shares were publicly traded on that day, the immediately preceding day that Shares were so traded) published in The Wall Street
Journal [Eastern Edition] or in any other publication selected by the Committee; provided, however, that if the Shares are misquoted or omitted by the selected publication(s), the Committee shall directly solicit the information from
officials of the stock exchanges or from other informed independent market sources. 
 “Incentive Stock
Option” or “ISO” means an option to purchase Shares granted to a Key Associate under Article 6 herein, and designated as an Incentive Stock Option which is intended to meet the requirements of Section 422 of the Code.

 “Insider” shall mean an individual who is, on the relevant date, an officer, director or ten
percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act and the rules thereunder.

 “Key Associate” means an employee of the Company or any Subsidiary, including an officer of
the Company or a Subsidiary, in a managerial or other important position who, by virtue of such employee’s ability, qualifications and performance, has made, or is expected to make, important contributions to the Company or its Subsidiaries,
all as determined by the Committee in its discretion. 
 “Named Executive Officer” means, for a
calendar year, a Participant who is one of the group of “covered employees” for such calendar year within the meaning of Code Section 162(m) or any successor statute. 

“Net Income” means “net income” of the Company determined in accordance with generally
accepted accounting principles that would be reported in the Company’s Annual Report to Stockholders or Annual Report on Form 10-K. 
  

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 “Nonqualified Stock Option” or “NQSO”
means an option to purchase Shares granted to a Key Associate under Article 6 herein, and which is not intended to meet the requirements of Code Section 422. 

“Operating Earnings Per Share” means “earnings per common share” of the Company based only on
operating earnings (either diluted or without regard to dilution, as selected by the Committee) determined in accordance with generally accepted accounting principles that would be reported in the Company’s Annual Report to Stockholders or
Annual Report on Form 10-K. 
 “Option” means an Incentive Stock Option or a Nonqualified
Stock Option. 
 “Option Price” means the price at which a Share may be purchased by a
Participant pursuant to an Option. 
 “Participant” means a Key Associate, a former Key
Associate or any permitted transferee under the Plan of a Key Associate or former Key Associate who has outstanding an Award granted under the Plan. 

“Performance-Based Exception” means the performance-based exception set forth in Code
Section 162(m)(4)(C) from the deductibility limitations of Code Section 162(m). 
 “Period of
Restriction” means the period during which the transfer of Shares of Restricted Stock or an Award of Restricted Stock Units is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence
of other events as determined by the Committee, at its discretion), and the Shares of Restricted Stock or the Restricted Stock Units are subject to a substantial risk of forfeiture, as provided in Article 8 herein and subject to Section 3.4.

 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” within the meaning of Section 13(d). 

“Plan” means the incentive compensation plan set forth herein known as the “Bank of America
Corporation 2003 Key Associate Stock Plan,” as the same may be amended from time to time. 
 “Prior
Plan” means the Bank of America Corporation Key Employee Stock Plan, as amended and restated effective September 24, 1998. 

“Restricted Stock” means an Award of Shares, subject to a Period of Restriction (except as set forth in
Section 3.4), that is granted to a Key Associate under Article 8 herein. 
 “Restricted Stock
Unit” means an Award, subject to a Period of Restriction (except as set forth in Section 3.4), that is granted to a Key Associate under Article 8 herein and is settled either (i) by the delivery of one (1) Share for each
Restricted Stock Unit or (ii) in cash in an amount equal to the Fair Market Value of one (1) Share for each Restricted Stock Unit, all as specified in the applicable Award Agreement. The Award of a Restricted Stock Unit represents the mere
promise of the Company to deliver a Share or the appropriate amount of cash, as applicable, at the end of the Period of Restriction (or such later date as provided by the Award Agreement) in accordance with and subject to the terms and conditions of
the applicable Award Agreement, and is not intended to constitute a transfer of “property” within the meaning of Section 83 of the Code. 

“Return on Assets” means “return on average assets” of the Company determined in accordance
with generally accepted accounting principles that would be reported in the Company’s Annual Report to Stockholders or Annual Report on Form 10-K. 

“Return on Equity” means “return on average common stockholders’ equity” of the Company
determined in accordance with generally accepted accounting principles that would be reported in the Company’s Annual Report to Stockholders or Annual Report on Form 10-K. 

“Shareholder Value Added” means the “shareholder value added” performance measure of the
Company for a year that would be reported in the Company’s Annual Report to Stockholders or Annual Report on Form 10-K for 

 

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the year. In that regard, Shareholder Value Added for a year equals the cash basis operating earnings for the year less a charge for the use of capital for the year. For purposes of any Award
intended to satisfy the Performance-Based Exception incorporating Shareholder Value Added as a performance criteria, the Committee shall approve the charge for the use of capital for use in determining Shareholder Value Added for the year within the
time required under Code Section 162(m). 
 “Shares” means the shares of common stock of
the Company. 
 “Stock Appreciation Right” or “SAR” means an Award designated
as an SAR that is granted to a Key Associate under Article 7 herein. 
 “Subsidiary” means any
corporation, partnership, joint venture, affiliate, or other entity in which the Company owns more than fifty percent (50%) of the voting stock or voting ownership interest, as applicable, or any other business entity designated by the
Committee as a Subsidiary for purposes of the Plan. 
 “Total Revenue” means the sum of
(i) net interest income on a taxable equivalent basis of the Company and (ii) noninterest income of the Company, such amounts determined in accordance with generally accepted accounting principles that would be reported in the
Company’s Annual Report to Stockholders or Annual Report on Form 10-K. 
 “Total Stockholder
Return” means the percentage change of an initial investment in Shares over a specified period assuming reinvestment of all dividends during the period. 

Article 3. Administration 

3.1 Authority of the Committee. The Plan shall be administered by the Committee. Except as limited by law, or by
the Certificate of Incorporation or Bylaws of the Company, and subject to the provisions herein, the Committee shall have full power to select Key Associates who shall participate in the Plan; determine the sizes and types of Awards; determine the
terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration;
and (subject to the provisions of Article 14 herein), amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee
shall make all other determinations which may be necessary or advisable for the administration of the Plan. 

3.2 Delegation. To the extent permitted by applicable law, the Committee may delegate its authority as identified
herein to any individual or committee of individuals (who need not be Directors), including without limitation the authority to make Awards to Key Associates who are not Insiders or Named Executive Officers. To the extent that the Committee
delegates its authority to make Awards as provided by this Section 3.2, all references in the Plan to the Committee’s authority to make Awards and determinations with respect thereto shall be deemed to include the Committee’s
delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Committee. 

3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the
Plan and all related orders and resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, its stockholders, employees, Participants, and their estates and beneficiaries. 

3.4 Limitation on Vesting for Awards. Notwithstanding any provision of the Plan to the contrary, any stock-settled
Award that vests solely on the basis of the passage of time (e.g., not on the basis of achievement of performance goals) shall not vest more quickly than ratably over the three (3) year period beginning on the first anniversary of the Award,
except that the Award may vest sooner under any of the following circumstances as more specifically set forth in the applicable Award Agreement: (i) the Participant’s death, (ii) the Participant’s Disability, (iii) the
Participant’s “retirement” as defined in the Award Agreement consistent with the Company’s retirement policies and programs, (iv) a Participant’s termination of employment with the Company and its Subsidiaries due to
workforce reduction, job elimination or divestiture as determined by the Committee, (v) a 
  

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Change in Control consistent with the provisions of Article 13 hereof or (vi) in connection with establishing the terms and conditions of employment of a Key Associate necessary for the
recruitment of the Key Associate or as the result of a business combination or acquisition by the Company or any of its Subsidiaries. The provisions of this Section 3.4 shall not apply, and in that regard no Period of Restriction is required to
apply, to any Award of Restricted Stock or Restricted Stock Units that is made to a Key Associate as a portion of the Key Associate’s annual incentive compensation under the Company’s Equity Incentive Plan, Executive Incentive Compensation
Plan, or any similar plan or program as determined by the Committee applicable to any Key Associate, including any such program applicable to an Insider or Named Executive Officer. The provisions of this Section 3.4 shall not apply to any Award
that becomes vested based on the achievement of performance goals over a period of at least one year. 
 Article 4. Shares Subject to the
Plan 
 4.1 Number of Shares Available for Grants. Subject to the provisions of this Article 4, the
aggregate number of Shares available for grants of Awards under the Plan shall not exceed the sum of (A) two hundred million (200,000,000) Shares plus (B) the number of Shares available for awards under the Prior Plan as of
December 31, 2002 plus (C) any Shares that were subject to an award under the Prior Plan which award is canceled, terminates, expires or lapses for any reason from and after the Effective Date plus (D) effective as of April 1,
2004, one hundred two million (102,000,000) Shares plus (E) effective upon April 26, 2006, one hundred eighty million (180,000,000) Shares plus (F) effective upon January 1, 2009, one hundred five million
(105,000,000) Shares plus (G) any Shares that were subject to an award under the Merrill Lynch & Co., Inc. Long Term Incentive Compensation Plan for Executive Officers or the Merrill Lynch Financial Advisor Capital Accumulation
Award Plan which award is canceled, terminates, expires, lapses or is settled in cash for any reason from and after January 1, 2009, plus (H) effective upon April 28, 2010 (subject to stockholder approval), five hundred million
(500,000,000) Shares. 
 4.2 Lapsed Awards. If any Award is canceled, terminates, expires, or lapses
for any reason, any Shares subject to such Award shall not count against the aggregate number of Shares available for grants under the Plan set forth in Section 4.1 above. 

4.3 No Net Counting of Options or SARs; Counting of Shares Used to Pay Option Price and Withholding Taxes.
The full number of Shares with respect to which an Option or SAR is granted shall count against the aggregate number of Shares available for grant under the Plan. Accordingly, if in accordance with the terms of the Plan, a Participant pays the
Option Price for an Option by either tendering previously owned Shares or having the Company withhold Shares, then such Shares surrendered to pay the Option Price shall continue to count against the aggregate number of Shares available for grant
under the Plan set forth in Section 4.1 above. In addition, if in accordance with the terms of the Plan, a Participant satisfies any tax withholding requirement with respect to any taxable event arising as a result of this Plan by either
tendering previously owned Shares or having the Company withhold Shares, then such Shares surrendered to satisfy such tax withholding requirements shall continue to count against the aggregate number of Shares available for grant under the Plan set
forth in Section 4.1 above. 
 4.4 Items Not Included. The following items shall not count against
the aggregate number of Shares available for grants under the Plan set forth in Section 4.1 above: (i) the payment in cash of dividends or dividend equivalents under any outstanding Award; (ii) any Award that is settled in cash rather
than by issuance of Shares; or (iii) Awards granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become Key Associates as a result of a merger, consolidation, acquisition or other
corporate transaction involving the Company or any Subsidiary. 
 4.5 Award Limits. Notwithstanding any
provision herein to the contrary, the following provisions shall apply (subject to adjustment in accordance with Section 4.6 below): 
  

	 	(i)	 in no event shall a Participant receive an Award or Awards during any one (1) calendar year covering in the aggregate more than four million
(4,000,000) Shares (whether such Award or Awards may be settled in Shares, cash or any combination of Shares and cash); 


  

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	 	(ii)	 in no event shall there be granted during the term of the Plan Incentive Stock Options covering more than an aggregate of forty million
(40,000,000) Shares; 


  

	 	(iii)	 in no event shall there be granted after February 28, 2010, Shares of Restricted Stock or Restricted Stock Units covering more than an
aggregate of: 


  

	 	(A)	 five hundred million (500,000,000) Shares plus the number of Shares that were available under this subparagraph (iii) as of
February 28, 2010, plus 


  

	 	(B)	 the number of Shares covering any Award of Restricted Stock or Restricted Stock Units made under this subparagraph (iii) that was outstanding
as of, or that is made after, February 28, 2010 that again become available for issuance under Section 4.2 above because the Award is canceled, terminates, expires, or lapses for any reason or that is settled in cash; plus



  

	 	(C)	 the number of Shares that were subject to an award under the Merrill Lynch & Co., Inc. Long Term Incentive Compensation Plan for Executive
Officers or the Merrill Lynch Financial Advisor Capital Accumulation Award Plan which award is canceled, terminates, expires, lapses or is settled in cash for any reason from and after the closing of the merger between the Company and Merrill
Lynch & Co., Inc., if such award had been originally awarded as a Merrill Lynch restricted stock share or unit; 



provided, however, that in the event the full number of Shares under this subparagraph (iii) have been used,
the Company may grant additional Shares of Restricted Stock or Restricted Stock Units from the remaining available Shares for grants under Section 4.1 with each such Share of Restricted Stock or Restricted Stock Unit counting as 2.50 Shares
against such remaining available Shares under Section 4.1. 
 4.6 Adjustments in Authorized Shares.
In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares which may be
issued under the Plan and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that (i) the number of Shares subject to any Award shall always be a whole number and (ii) such adjustment shall be made in a manner consistent with the requirements of Code
Section 409A in order for any Options or SARs to remain exempt from the requirements of Code Section 409A. 

4.7 Source of Shares. Shares issued under the Plan may be original issue shares, treasury stock or shares
purchased in the open market or otherwise, all as determined by the Chief Financial Officer of the Company (or the Chief Financial Officer’s designee) from time to time, unless otherwise determined by the Committee. 

Article 5. Eligibility and Participation 

5.1 Eligibility. Persons eligible to participate in this Plan are all Key Associates of the Company, as determined
by the Committee, including Key Associates who are Directors, but excluding Directors who are not Key Associates. 

5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from
all eligible Key Associates those to whom Awards shall be granted and shall determine the nature and amount of each Award. 

5.3 Non-U.S. Associates. Notwithstanding any provision of the Plan to the contrary, in order to foster and promote
achievement of the purposes of the Plan or to comply with provisions of laws in other countries in which the Company operates or has employees, the Committee, in its sole discretion, shall have the power and authority to (i) determine which Key
Associates (if any) employed outside the United States are eligible to participate in the Plan, (ii) modify the terms and conditions of any Awards made to such Key Associates and (iii) establish subplans and modified Option exercise and
other terms and procedures to the extent such actions may be necessary or advisable. 
  

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 Article 6. Stock Options 

6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Key Associates in
such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. 

6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option
Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The Award Agreement also shall specify whether the Option is intended to be an ISO within the meaning
of Section 422 of the Code, or an NQSO whose grant is intended not to fall under Code Section 422. 

6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be at least equal to one
hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. 

6.4 Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time of
grant; provided, however, that no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. 

6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each instance approve and which shall be set forth in the applicable Award Agreement, which need not be the same for each grant or for each Participant. 

6.6 Payment. Options shall be exercised by the delivery of a notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. To be effective, notice of exercise must be made in accordance with procedures established by the Company from time to time.

 The Option Price due upon exercise of any Option shall be payable to the Company in full either: (a) in
cash or its equivalent, or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the Option Price unless such Shares had been acquired by the Participant on the open market), or (c) by a combination of (a) and (b). 

As soon as practicable after notification of exercise and full payment, the Company shall deliver the Shares to the
Participant in an appropriate amount based upon the number of Shares purchased under the Option(s). 

Notwithstanding the foregoing, the Committee also may allow (i) cashless exercises as permitted under Federal
Reserve Board’s Regulation T, subject to applicable securities law restrictions, or (ii) exercises by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. 

6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired
pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. 

6.8 Termination of Employment. Each Participant’s Option Award Agreement shall set forth the extent to which
the Participant shall have the right to exercise the Option following termination of the Participant’s employment with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination of employment. In that regard, if an Award
Agreement permits exercise of an Option following the death of the Participant, the Award Agreement shall provide that such Option shall be exercisable to the extent provided therein by any person that may be empowered to do so under the
Participant’s will, or if the Participant 
  

 10 








 
shall fail to make a testamentary disposition of the Option or shall have died intestate, by the Participant’s executor or other legal representative. 

6.9 Nontransferability of Options. 

(a) Incentive Stock Options. No ISO granted under this Article 6 may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant
except to the extent otherwise permitted by applicable law. 
 (b) Nonqualified Stock
Options. Except as otherwise provided in a Participant’s Award Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent
and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant. In no event may an
NQSO be transferred for consideration. 
 6.10 No Rights. A Participant granted an Option shall have no
rights as a stockholder of the Company with respect to the Shares covered by such Option except to the extent that Shares are issued to the Participant upon the due exercise of the Option. 

6.11 No Dividend Equivalents. In no event shall any Award of Options granted under the Plan include any dividend
equivalents with respect to such Award. 
 Article 7. Stock Appreciation Rights 

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Key Associates at any
time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to Article 4 herein) and, consistent with the provisions of
the Plan, in determining the terms and conditions pertaining to such SARs. The grant price of an SAR shall be at least equal to the Fair Market Value of a Share on the date of grant of the SAR. 

7.2 Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes upon them. 
 7.3 SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such other provisions as the Committee shall determine. 

7.4 Term of SARs. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole
discretion; provided, however, that such term shall not exceed ten (10) years. 
 7.5
Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: 

(a) The difference between the Fair Market Value of a Share on the date of exercise over the grant price;
by 
 (b) The number of Shares with respect to which the SAR is exercised. 

At the discretion of the Committee or as otherwise provided in the applicable Award Agreement, the payment upon SAR
exercise shall be in cash, in Shares of equivalent value, or in some combination thereof. 
 7.6 Other
Restrictions. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on exercise of an SAR (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may
be required to satisfy the requirements of Section 16 (or any successor rule) of the Exchange Act or for any other purpose deemed appropriate by the Committee. 

 

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 7.7 Termination of Employment. Each SAR Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. In that regard, if
an Award Agreement permits exercise of an SAR following the death of the Participant, the Award Agreement shall provide that such SAR shall be exercisable to the extent provided therein by any person that may be empowered to do so under the
Participant’s will, or if the Participant shall fail to make a testamentary disposition of the SAR or shall have died intestate, by the Participant’s executor or other legal representative. 

7.8 Nontransferability of SARs. Except as otherwise provided in a Participant’s Award Agreement, no SAR
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award
Agreement, all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant. In no event may an SAR be transferred for consideration. 

7.9 No Rights. A Participant granted an SAR shall have no rights as a stockholder of the Company with respect to
the Shares covered by such SAR except to the extent that Shares are issued to the Participant upon the due exercise of the SAR. 

7.10 No Dividend Equivalents. In no event shall any Award of SARs granted under the Plan include any dividend
equivalents with respect to such Award. 
 Article 8. Restricted Stock and Restricted Stock Units 

8.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from
time to time, may grant Shares of Restricted Stock or Restricted Stock Units to eligible Key Associates in such amounts as the Committee shall determine. 

8.2 Restricted Stock Agreement. Each grant of Restricted Stock or Restricted Stock Units shall be evidenced by an
Award Agreement that shall specify the Period or Periods of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine. 

8.3 Transferability. Except as provided in this Article 8, the Shares of Restricted Stock or Restricted Stock
Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Award Agreement, or upon earlier
satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement. All rights with respect to the Restricted Stock or Restricted Stock Units granted to a Participant under the Plan shall
be available during his or her lifetime only to such Participant. 
 8.4 Other Restrictions. The
Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a
stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals (Company-wide, divisional, and/or individual), time-based restrictions on vesting
following the attainment of the performance goals, and/or restrictions under applicable Federal or state securities laws. 

The Company shall retain the Shares of Restricted Stock in the Company’s possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied. 
 Except as otherwise provided in
this Article 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction. 

 

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 8.5 Settlement of Restricted Stock Units. Any Restricted Stock Units
that become payable in accordance with the terms and conditions of the applicable Award Agreement shall be settled in cash, Shares, or a combination of cash and Shares as determined by the Committee in its discretion or as otherwise provided for
under the Award Agreement. 
 8.6 Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares. There shall be no voting rights with respect to Restricted Stock Units. 

8.7 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted
Stock granted hereunder may receive regular cash dividends paid with respect to the underlying Shares while the Restricted Stock is held by the Company. The Committee may apply any restrictions to the dividends that the Committee deems appropriate.
The Committee, in its discretion, may also grant dividend equivalents rights with respect to earned but unpaid Restricted Stock Units as evidenced by the applicable Award Agreement. 

8.8 Termination of Employment. Each Restricted Stock or Restricted Stock Unit Award Agreement shall set forth the
extent to which the Participant shall have the right to receive unvested Restricted Shares or Restricted Stock Units following termination of the Participant’s employment with the Company and its Subsidiaries. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of employment. In amplification but not limitation of the foregoing, in the case of an award of Restricted Stock or Restricted Stock Units to a Named Executive Officer which is intended to
qualify for the Performance-Based Exception, the Award Agreement may provide that such Restricted Stock or Restricted Stock Units may become payable in the event of a termination of employment by reason of death, Disability or Change in Control,
regardless of whether the related performance goal has been previously attained. 
 Article 9. Performance Measures 

The performance measure(s) to be used for purposes of Awards to Named Executive Officers which are designed to qualify for
the Performance-Based Exception shall be chosen from among the following alternatives: 
  

	 	•	 	 Earnings Per Share; 


  

	 	•	 	 Net Income; 


  

	 	•	 	 Operating Earnings Per Share; 


  

	 	•	 	 Return On Assets; 


  

	 	•	 	 Return On Equity; 


  

	 	•	 	 Shareholder Value Added; 


  

	 	•	 	 Total Revenue; 


  

	 	•	 	 Total Stockholder Return; 


  

	 	•	 	 customer satisfaction (determined based on objective criteria approved by the Committee); 



 

	 	•	 	 expense management; 


  

	 	•	 	 operating margin; 


  

	 	•	 	 operating leverage; or 


  

	 	•	 	 cash flow. 



The Committee shall have the discretion to adjust the determinations of the degree of attainment of the preestablished
performance goals; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, and which are held by Named Executive Officers, may not be adjusted upward (the Committee shall retain the discretion
to adjust such Awards downward). 
  

 13 








 In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. 

Article 10. Beneficiary Designation 

Except as otherwise provided in an Award Agreement, each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate. 
 Article 11.
Deferrals 
 The Committee may permit a Participant to defer such Participant’s receipt of the payment
of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option or SAR or the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units. If any such deferral
election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals. 

Article 12. Rights of Key Associates 

12.1 Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate
any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company. 

For purposes of this Plan, a transfer of a Participant’s employment between the Company and a Subsidiary, or between
Subsidiaries, shall not be deemed to be a termination of employment. Upon such a transfer, the Committee may make such adjustments to outstanding Awards as it deems appropriate to reflect the changed reporting relationships. 

12.2 Participation. No Key Associate shall have the right to be selected to receive an Award under this Plan, or,
having been so selected, to be selected to receive a future Award. 
 Article 13. Change in Control 

13.1 Treatment of Outstanding Awards. Unless otherwise specifically prohibited under applicable laws, or by the
rules and regulations of any governing governmental agencies or national securities exchanges, the Committee may, in its sole discretion, at the time an Award is made hereunder or at any time prior to, coincident with or after the time of a Change
in Control take one of the following actions which shall apply only upon the occurrence of a Change in Control or, if later, upon the action being taken: 

(a) provide for the acceleration of any time periods, or the waiver of any other conditions, relating to
the vesting, exercise, payment or distribution of an Award so that any Award to a Participant whose employment has been terminated as a result of a Change in Control may be vested, exercised, paid or distributed in full on or before a date fixed by
the Committee, and in connection therewith the Committee may (i) provide for an extended period to exercise Options (not to exceed the original Option term) and (ii) determine the level of attainment of any applicable performance goals;

 (b) provide for the purchase of any Awards from a Participant whose employment has been
terminated as a result of a Change in Control, upon the Participant’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such Award been currently
exercisable or payable; or 
 (c) cause the Awards then outstanding to be assumed, or new rights
substituted therefore, by the surviving corporation in such Change in Control. 
  

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 For purposes of sub-paragraphs (a) and (b) above, any Participant whose employment
is either (i) terminated by the Company other than for “cause,” or (ii) terminated by the Participant for “good reason” (each as defined in the applicable Award Agreement), in either case upon, or on or prior to the
second anniversary of, a Change in Control, shall be deemed to have been terminated as a result of the Change in Control. 

13.2 Limitation on Change-in-Control Benefits. It is the intention of the Company and the Participants to reduce
the amounts payable or distributable to a Participant hereunder if the aggregate Net After Tax Receipts (as defined below) to the Participant would thereby be increased, as a result of the application of the excise tax provisions of
Section 4999 of the Code. Accordingly, anything in this Plan to the contrary notwithstanding, in the event that the certified public accountants regularly employed by the Company immediately prior to any “change” described below (the
“Accounting Firm”) shall determine that receipt of all Payments (as defined below) would subject the Participant to tax under Section 4999 of the Code, it shall determine whether some amount of Payments would meet the definition of a
“Reduced Amount” (as defined below). If the Accounting Firm determines that there is a Reduced Amount, the aggregate Payments shall be reduced to such Reduced Amount in accordance with the provisions of Section 13.2(b) below.

 (a) For purposes of this Section 13.2(a): 

(i) A “Payment” shall mean any payment or distribution in the nature of compensation to or for
the benefit of a Participant who is a “disqualified individual” within the meaning of Section 280G(c) of the Code and which is contingent on a “change” described in Section 280G(b)(2)(A)(i) of the Code with respect to
the Company, whether paid or payable pursuant to this Plan or otherwise; 
 (ii) “Plan
Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 13.2); 

(iii) “Net After Tax Receipt” shall mean the Present Value of a Payment, net of all taxes
imposed on the Participant with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Participant’s Federal taxable income for the
immediately preceding taxable year; 
 (iv) “Present Value” shall mean such value
determined in accordance with Section 280G(d)(4) of the Code; and 
 (v) “Reduced
Amount” shall mean the smallest aggregate amount of Payments which (A) is less than the sum of all Payments and (B) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would
result if all Payments were paid to or for the benefit of the Participant. 
 (b) If the
Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Committee shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof, and the Participant may then elect,
in the Participant’s sole discretion, which and how much of the Payments, including without limitation Plan Payments, shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments is equal to the
Reduced Amount), and shall advise the Committee in writing of such election within ten (10) days of the Participant’s receipt of notice. If no such election is made by the Participant within such ten (10) day period, the Committee may
elect which of the Payments, including without limitation Plan Payments, shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments is equal to the Reduced Amount) and shall notify the Participant
promptly of such election. All determinations made by the Accounting Firm under this Section 13.2 shall be binding upon the Company and the Participant and shall be made within sixty (60) days immediately following the event constituting
the “change” referred to above. As promptly as practicable following such determination, the Company shall pay to or distribute for the benefit of the Participant such Payments as are then due to the Participant under this Plan.

 (c) At the time of the initial determination by the Accounting Firm hereunder, it is possible
that amounts will have been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not
been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder.
In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant which the Accounting Firm 

 

 15 








 
believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the
Company to or for the benefit of the Participant shall be treated for all purposes as a loan ab initio to the Participant which the Participant shall repay to the Company together with interest at the applicable Federal rate provided for in
Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent (i) such deemed loan and payment
would not either reduce the amount on which the Participant is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes or (ii) the Participant is subject to the prohibition on personal loans
under Section 402 of the Sarbanes-Oxley Act of 2002. 
 In the event that the Accounting
Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant together with interest at the
applicable Federal rate provided for in Section 7872(f)(2) of the Code. 
 13.3 Termination, Amendment,
and Modifications of Change-in-Control Provisions. Notwithstanding any other provision of this Plan or any Award Agreement provision, the provisions of this Article 13 may not be terminated, amended, or modified on or after the date of a Change
in Control to affect adversely any Award theretofore granted under the Plan without the prior written consent of the Participant with respect to said Participant’s outstanding Awards; provided, however, the Board of Directors,
upon recommendation of the Committee, may terminate, amend, or modify this Article 13 at any time and from time to time prior to the date of a Change in Control. 

Article 14. Amendment, Modification, and Termination 

14.1 Amendment, Modification, and Termination. The Board may at any time and from time to time, alter, amend,
suspend or terminate the Plan in whole or in part; provided, however, that an amendment to the Plan may be conditioned on the approval of the stockholders of the Company if and to the extent the Board determines that stockholder approval is
necessary or appropriate. 
 14.2 Awards Previously Granted. No termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award. 

14.3 Acceleration of Award Vesting; Waiver of Restrictions. Notwithstanding any provision of this Plan or any
Award Agreement provision to the contrary, the Committee, in its sole and exclusive discretion, shall have the power at any time to (i) accelerate the vesting of any Award granted under the Plan, including, without limitation, acceleration to
such a date that would result in said Awards becoming immediately vested, or (ii) waive any restrictions of any Award granted under the Plan; provided, however, that in no event shall the Committee accelerate the vesting or waive
the restrictions on (A) any Award to an individual who is an Insider or Named Executive Officer or (B) Awards with respect to an aggregate of more than twenty million (20,000,000) Shares. 

14.4 No Repricing. Notwithstanding any provision herein to the contrary, the repricing of Options or SARs is
prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (A) changing the terms of an
Option or SAR to lower its Option Price or grant price; (B) any other action that is treated as a “repricing” under generally accepted accounting principles; and (C) repurchasing for cash or canceling an Option or SAR at a time
when its Option Price or grant price is greater than the Fair Market Value of the underlying Shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under
Section 4.6 above. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is
voluntary on the part of the Participant. 
  

 16 








 Article 15. Withholding 

15.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of this
Plan. 
 15.2 Share Withholding. The Company may cause any tax withholding obligation described in
Section 15.1 to be satisfied by the Company withholding Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. In the alternative, the
Company may permit Participants to elect to satisfy the tax withholding obligation, in whole or in part, by either (i) having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction or (ii) tendering previously acquired Shares having an aggregate Fair Market Value equal to the minimum statutory total tax which could be imposed on the transaction (provided that
the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender unless such Shares had been acquired by the Participant on the open market). All such elections shall be irrevocable, made in
writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 

Article 16. Indemnification 

Provisions for the indemnification of officers and directors of the Company in connection with the administration of the
Plan shall be as set forth in the Company’s Certificate of Incorporation and Bylaws as in effect from time to time. 
 Article 17.
Successors 
 All obligations of the Company under the Plan with respect to Awards granted hereunder shall be
binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

 Article 18. Legal Construction 

18.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall
include the feminine; the plural shall include the singular and the singular shall include the plural. 

18.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

18.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 

18.4 Securities Law Compliance. With respect to Insiders, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee. 
 18.5 No Conflict. Unless otherwise provided for by an Award Agreement, in
the event of any conflict between the terms of the Plan and the terms of an Award Agreement, the terms of the Plan shall control. 

18.6 Governing Law. To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Delaware. 
  

 17 








 18.7 Compliance With Code Section 409A. The Plan is intended to
comply with Code Section 409A, to the extent applicable. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this intent. In that regard, and notwithstanding any
provision of the Plan to the contrary, the Company reserves the right to amend the Plan or any Award granted under the Plan, by action of the Committee, without the consent of any affected Participant, to the extent deemed necessary or appropriate
for purposes of maintaining compliance with Code Section 409A and the regulations promulgated thereunder. 
  

 18