2005 Non-employee Directors' Restricted Stock Plan



 Exhibit 10.6 
  
 2005 Nonemployee Directors’ 
 Restricted Stock Plan 
  
 Huttig Building Products, Inc. 
  
 Effective March 15,
2005 







 Contents 
  

					
	 Article 1.
	  	 Establishment, Purpose, and Duration
	  	1
			
	 Article 2.
	  	 Definitions
	  	1
			
	 Article 3.
	  	 Administration
	  	4
			
	 Article 4.
	  	 Shares Subject to the Plan and Maximum Awards
	  	4
			
	 Article 5.
	  	 Eligibility and Participation
	  	5
			
	 Article 6.
	  	 Restricted Stock and Restricted Stock Units
	  	5
			
	 Article 7.
	  	 Beneficiary Designation
	  	7
			
	 Article 8.
	  	 No Right of Nomination
	  	7
			
	 Article 9.
	  	 Change in Control
	  	7
			
	 Article 10.
	  	 Amendment, Modification, Suspension, and Termination
	  	8
			
	 Article 11.
	  	 Successors
	  	8
			
	 Article 12.
	  	 General Provisions
	  	8
			
	 Article 13.
	  	 Legal Construction
	  	9








 Huttig Building Products, Inc. 
 2005 Nonemployee Directors’ Restricted Stock Plan 
  
 Article 1. Establishment, Purpose, and Duration 
  
 1.1 Establishment of the Plan. Huttig Building Products, Inc., a Delaware corporation (hereinafter referred to as the “Company”),
establishes an incentive compensation plan to be known as the Huttig Building Products, Inc. 2005 Nonemployee Directors’ Restricted Stock Plan (hereinafter referred to as the “Plan”), as set forth in this document. The Plan permits
the grant of Restricted Stock and Restricted Stock Units. The Plan shall become effective on the date of its approval by the Board of Directors (the “Effective Date”), subject to the approval of the Plan by the stockholders of the Company,
and shall remain in effect as provided in Section 1.3 hereof. 
  
 1.2 Purpose of the Plan. The purpose of the Plan is to promote the achievement of long-term objectives of the Company by linking the personal interests of the Participants to those of the Company’s stockholders, and to attract
and retain Nonemployee Directors of outstanding competence. 
  
 1.3 Duration of the Plan. The Plan shall commence as of the Effective Date, as described in Section 1.1 herein, and shall remain in effect, subject to the right of the Committee or the Board of Directors to amend or terminate the
Plan at any time pursuant to Article 10 herein, for a period of ten (10) years from the Effective Date. After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable
terms and conditions and the Plan’s terms and conditions. 
  
 Article 2.
Definitions 
  
 Whenever used in the Plan, the following
terms shall have the meaning set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized. 
  

	 	2.1	“Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the
Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of the Plan by the Committee. 

  

	 	2.2	“Award” means, individually or collectively, a grant under this Plan of Restricted Stock or Restricted Stock Units, in each case subject to the terms of the Plan


  

	 	2.3	“Award Agreement” means an agreement entered into by and between the Company and a Nonemployee Director setting forth the terms and provisions applicable to an
Award, including any amendment or modification thereof, granted under this Plan. 

  

	 	2.4	“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. 

  

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









	 	2.6	“Change in Control” of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events after the Effective Date: (a)
the first purchase of shares pursuant to a tender offer or exchange offer (other than a tender offer or exchange offer by the Company) for all or part of the Shares or any securities convertible into such Shares, (b) the receipt by the Company of a
Schedule 13D or other advice indicating that a person is the “beneficial owner” (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Shares calculated as provided in paragraph (d) of said Rule 13d-3, (c) the
date of consummation of any merger, reorganization, consolidation, share exchange, transfer of assets or other transaction having similar effect involving the Company (“Business Transaction”) in which the Company will not be the continuing
or surviving corporation or pursuant to which Shares would be converted into cash, securities or other property, other than a Business Transaction in which the holders of the Shares immediately prior to the Business Transaction would own more than
50% of the common stock of the surviving corporation immediately after the Business Transaction, (d) the date of consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of the Company, (e) the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company, or (f) the date upon which the individuals who constitute the Board as of the
Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual
or threatened election contest relating to the election of the Directors of the Company) shall, for purposes of this Plan, be considered as though such person were a member of the Incumbent Board. 

  

	 	2.7	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. For purposes of the Plan, references to sections of the
Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. 

  

	 	2.8	“Committee means the Organization and Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this
Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would
otherwise be the responsibility of the Committee. 

  

	 	2.9	“Company” means Huttig Building Products, Inc., a Delaware corporation, and any successor thereto as provided in Article 11 herein. 

  

	 	2.10	“Director” means any individual who is a member of the Board of Directors of the Company. 

  

	 	2.11	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 









	 	2.12	“Fair Market Value” or “FMV” means a price that is based on the opening, closing, actual, high, low, or average selling prices of a Share reported
on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in
its discretion. Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, its Fair Market Value shall be deemed to be equal to the
average between the reported high and low, closing bid and asked, or opening and closing prices of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly determined at the time a determination of
their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. Such definition(s) of FMV shall be specified in each Award Agreement and may differ
depending on whether FMV is in reference to the grant, exercise, vesting, settlement, or payout of an Award. 

  

	 	2.13	“Insider” shall mean an individual who is, on the relevant date, an officer, or Director of the Company, or a more than 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, as determined by the Board in accordance with Section 16 of the Exchange Act. 

  

	 	2.14	“Nonemployee Director” means a Director who is not an employee of the Company. 

  

	 	2.15	“Participant” means a Nonemployee Director who has been selected to receive an Award or who has an outstanding Award granted under the Plan.


  

	 	2.16	“Period of Restriction” means the period when Awards are subject to a substantial risk of forfeiture based on the passage of time and/or upon the occurrence of
other events as determined by the Committee, in its discretion, as provided in Article 6. 

  

	 	2.17	“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” as provided in Section 13(d) thereof. 

  

	 	2.18	“Plan” means the Huttig Building Products, Inc. 2005 Nonemployee Directors’ Restricted Stock Plan, as it maybe amended from time to time.


  

	 	2.19	“Plan Year” means the calendar year. 

  

	 	2.20	“Restricted Stock” means an Award granted to a Participant pursuant to Article 6. 

  

	 	2.21	“Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 6, except no Shares are actually awarded to the Participant on the date of
grant. 

  

	 	2.22	“Share” means a share of common stock of the Company, $.01 par value per share. 

  

	 	2.23	“Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest
of more than fifty percent (50%) by reason of stock ownership or otherwise. 

  

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 Article 3. Administration 
  
 3.1 General. The Committee shall be responsible for administering the Plan, subject to this Article 3 and the
other provisions of the Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon
the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals.

  
 3.2 Authority of the Committee. The Committee
shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement or document ancillary to or in connection with the Plan, to determine eligibility for Awards and to adopt
such rules, regulations, and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including
the terms and conditions set forth in Award Agreements, and, subject to Article 10, adopting modifications and amendments to the Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the
countries and other jurisdictions in which the Company, its Affiliates, and/or its Subsidiaries operate. 
  
 3.3 Delegation. To the extent permitted under applicable law, the Committee may delegate to one or more of its members or to one or
more officers of the Company and/or its Subsidiaries and Affiliates, or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any person to whom it has delegated duties or powers as
aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.  
  
 Article 4. Shares Subject to the Plan and Maximum Awards 
  
 4.1 Number of Shares Available for Awards. Subject to adjustment as provided in Section 4.2 herein, the maximum number of Shares hereby
reserved for issuance to Participants under the Plan on or after the Effective Date (the “Share Authorization”) shall be seventy-five thousand (75,000) Shares. Any Shares related to Awards which terminate by forfeiture, cancellation, or
otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission for Awards not involving Shares, shall be available again for grant under the Plan. The maximum number of
Shares available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as additional Restricted Stock or Restricted Stock Units. In addition, the
Committee, in its discretion, may establish any other appropriate methodology for calculating the number of Shares issued pursuant to the Plan. The Shares available for issuance under the Plan may be authorized and unissued Shares or treasury
Shares. 
  
 4.2 Adjustments in Authorized Shares. In
the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock
dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution
(other than normal cash dividends) to stockholders of the 

  

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Company, or any similar corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution or enlargement of
Participants’ rights under the Plan, shall substitute or adjust, in an equitable manner, as applicable, the number and kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, and other
value determinations applicable to outstanding Awards. 
  
 Appropriate adjustments may also be made by the Committee in the terms of any Awards under the Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards on an equitable basis. The
determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan. 
  
 Subject to the provisions of Article 9 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available
hereunder, the Committee may authorize the issuance, assumption, substitution, or conversion of Awards under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization, upon such terms and conditions
as it may deem appropriate. 
  
 Article 5. Eligibility and Participation

  
 5.1 Eligibility. Individuals eligible to
participate in the Plan are limited to Nonemployee Directors who are serving on the Board on the date of each scheduled grant under the Plan. 
  
 5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals,
those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law, and the amount of each Award. 
  
 Article 6. Restricted Stock and Restricted Stock Units 
  
 6.1 Grant of Restricted Stock or Restricted Stock Units. 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 and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except
that no Shares are actually issued to the Participant on the date of grant. Restricted Stock Units represent the right to receive Shares in the future subject to the achievement of one or more goals relating to the completion of service by the
Participant and/or the achievement of performance or other objectives. 
  
 6.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) 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. 
  
 6.3 Transferability. Except as provided in this Article 6, the Shares of Restricted Stock and/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 (and in the case of Restricted Stock Units,
until the date of delivery or other payment), 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 and/or
Restricted Stock Units granted to a Participant under the Plan shall be available during his or her lifetime only to such Participant. 
  

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 6.4 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, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale
restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units. 
  
 To the extent deemed appropriate by the Committee, the Company may retain the certificates representing 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 or lapse. 
  
 Except as otherwise provided in this Article 6, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the
Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse, and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion, shall
determine. 
  
 6.5 Certificate Legend. In addition
to any legends placed on certificates pursuant to Section 6.4, each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole
discretion: 
  
 The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Huttig Building Products, Inc. 2005 Nonemployee Directors’ Restricted Stock Plan and in
the associated Restricted Stock Award Agreement. A copy of the Plan and such Restricted Stock Award Agreement may be obtained from Huttig Building Products, Inc. 
  
 6.6 Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award
Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the
Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. 
  
 6.7 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock or Restricted Stock
Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or dividend equivalents while they are so held in a manner determined by the Committee, in its sole discretion. The
Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash,
Shares, Restricted Stock, or Restricted Stock Units. 
  

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 6.8 Termination of Directorship. Unless otherwise designated by the Committee, all unvested
Shares of Restricted Stock or Restricted Stock Units will be forfeited upon termination of service from the Board for any reason. 
  
 6.9 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon
the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant
shall be required to file promptly a copy of such election with the Company. 
  
 Article 7. Beneficiary Designation 
  
 Each
Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he 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 Committee, 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 beneficiary designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid or exercised by the Participant’s executor, administrator,
or legal representative. 
  
 Article 8. No Right of Nomination 

 
 8.1 Nomination. Nothing in the Plan shall be deemed to
create any obligation on the part of the Board to nominate any Director for reelection by the Company’s stockholders. 
  
 8.2 Participation. No Participant 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. 
  
 8.3 Rights as a
Stockholder. Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. 
  
 Article 9. Change in Control 
  
 Notwithstanding any other provision of the Plan to the contrary, the
provisions of this Article 9 shall apply in the event of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, or
unless otherwise determined by the Committee in connection with the grant of an Award as reflected in the applicable Award Agreement. 
  
 Upon a Change in Control, any Period of Restriction for Restricted Stock and Restricted Stock Units granted hereunder that have not previously vested
shall end, and such Restricted Stock and Restricted Stock Units shall become fully vested. Subject to Article 10, herein, the Committee shall have the authority to make any modifications to the Awards as determined by the Committee to be appropriate
before the effective date of the Change in Control. 
  

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 Article 10. Amendment, Modification, Suspension, and Termination 
  
 10.1 Amendment, Modification, Suspension, and Termination.
Subject to Section 10.3, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part. No amendment of the Plan shall be made without stockholder
approval if stockholder approval is required by law, regulation, or stock exchange rule, including, but not limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and if applicable, the New York
Stock Exchange Listed Company Manual. 
  
 10.2 Adjustment of
Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4.2 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Committee as to the foregoing adjustments, if any, shall
be conclusive and binding on Participants under the Plan. 
  
 10.3 Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary (other than Section 10.4), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall
adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award. 
  
 10.4 Amendment to Conform to Law. Notwithstanding any other provision of the Plan to the contrary, the Board of Directors may amend the Plan
or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or a similar nature (including,
but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. 
  
 Article 11. 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 12. General Provisions 
  
 12.1 Forfeiture Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with
respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting conditions of an Award. Such events shall include, but shall
not be limited to, violation of material Company policies, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries and Affiliates. 
  

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 12.2 Legend. The certificates for Shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer of such Shares. 
  
 12.3 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to: 
  
 (a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

  
 (b) Completion of any registration or other qualification of
the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. 
  
 12.4 Investment Representations. The Committee may require each Participant receiving Shares pursuant to an Award under this Plan to
represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares. 
  
 12.5 Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the
transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange. 
  
 12.6 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments
that the Company and/or its Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company and/or its Subsidiaries and/or its Affiliates and any Participant, beneficiary, legal representative, or any other individual. To the extent that any person acquires a right to
receive payments from the Company and/or its Subsidiaries and/or its Affiliates under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the
general funds of the Company, a Subsidiary, or an Affiliate, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. 
  
 12.7 No Fractional Shares. No fractional Shares shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares, or whether such fractional Shares or any rights thereto shall be forfeited or
otherwise eliminated. 
  
 Article 13. Legal Construction 
  
 13.1 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. 
  

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 13.2 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. 
  
 13.3 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. 
  
 13.4 Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 
  
 13.5 Securities Law Compliance. The Company may use reasonable endeavors to register Shares allotted pursuant to the exercise of an Award
with the United States Securities and Exchange Commission or to effect compliance with the registration, qualification, and listing requirements of any national or foreign securities laws, stock exchange, or automated quotation system. 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. 
  
 13.6 No Deferred Compensation. No deferral of compensation (as defined under Code Section 409A or guidance thereto) shall be permitted under this Plan. However, the Committee may permit deferrals of
compensation pursuant to a separate plan or a subplan which meets the requirements of Code Section 409A and the regulations thereunder. Additionally, to the extent any Award is subject to Code Section 409A, notwithstanding any provision herein to
the contrary, the Plan does not permit the acceleration of the time or schedule of any distribution related to such Award, except as permitted by Code Section 409A, the regulations thereunder, and/or the Secretary of the United States Treasury.

  
 13.7 Nonexclusivity of this Plan. The
adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant. 
  
 13.8 No Constraint on Corporate Action. Nothing in this Plan
shall be construed to: (i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be
necessary or appropriate. 
  
 13.9 Governing Law.
The Plan and each Award Agreement shall be governed by the laws of the state of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of
another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Delaware, to resolve any and all issues that
may arise out of or relate to the Plan or any related Award Agreement. 
  

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 13.10 Indemnification. Subject to requirements of Delaware law, each individual who
is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he or she may be involved by reason of any
action taken or failure to act under this Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding
against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own
willful misconduct or except as expressly provided by statute. 
  
 The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation of Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them harmless. 
  

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