Exhibit 10.1


 


Royal Caribbean
Cruises Ltd.

2008 Equity Incentive Plan

Amended and Restated as of June 2, 2022


 


Table of Contents


 


	Section	 	Page
	SECTION 1.	PURPOSE AND EFFECTIVENESS	2
	SECTION 2.	DEFINITIONS AND RULES OF CONSTRUCTION	2
	SECTION 3.	ELIGIBILITY AND PARTICIPATION	6
	SECTION 4.	STOCK SUBJECT TO PLAN	6
	SECTION 5.	FORMS AND TERMS OF AWARDS UNDER THE PLAN	7
	SECTION 6.	EXERCISES OF STOCK OPTIONS	11
	SECTION 7.	EVENTS AFFECTING PLAN RESERVE OR PLAN AWARDS	12
	SECTION 8.	ADMINISTRATION	14
	SECTION 9.	GOVERNMENT REGULATIONS AND REGISTRATION OF SHARES	15
	SECTION 10.	MISCELLANEOUS PROVISIONS	15
	SECTION 11.	TERM; AMENDMENT AND TERMINATION; STOCKHOLDER APPROVAL
    OF THIS PLAN	18


 






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Section 1. Purpose and Effectiveness


 


		(A)	The purpose of this 2008 Equity Incentive
                                            Plan, as amended and restated (the “Plan”), is to promote the success of Royal
                                            Caribbean Cruises Ltd., a Liberian corporation (the “Company”), by providing
                                            a method whereby employees, consultants and directors of the Company and its Affiliates may
                                            be encouraged to increase their proprietary interest in the Company’s business. By
                                            offering incentive compensation opportunities that are based on the Company’s common
                                            stock, the Plan will motivate Participants to achieve long-range goals, further identify
                                            their interests with those of the Company’s other shareholders, and promote the long-term
                                            financial interest of the Company. The Plan is further intended to aid in attracting and
                                            retaining persons of exceptional ability and leadership qualities to become officers, employees,
                                            consultants, and directors of the Company and its Affiliates.



 


		(B)	The Plan, as set forth herein, is
                                            effective as of the Effective Date (as defined in Section 11) and is an amendment and
                                            restatement of the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended, which
                                            was originally approved by our shareholders on May 13, 2008 and subsequently amended
                                            and restated as of May 20, 2016 (the “2008 Plan”). Awards granted to Participants
                                            under the 2008 Plan prior to the Effective Date shall be treated in accordance with the terms
                                            and conditions of the 2008 Plan as in effect prior to the Effective Date.



 


		(C)	No Awards may be granted under the
                                            Plan following the tenth anniversary of the approval of the Plan by the Board.



 


Section 2. Definitions and Rules of
Construction


 


		(A)	Defined Terms. Capitalized
                                            terms not defined elsewhere in the Plan shall have the following meanings (whether used in
                                            the singular or plural):



 


		(i)	“Affiliate” means any business
                                            entity, regardless of whether organized as a corporation, limited liability company, partnership
                                            or any other legal form, in which the Company has (i) an ownership of 50% or greater,
                                            or (ii) an entity with respect to which the Company possesses the power, directly or
                                            indirectly, to direct or cause the direction of the management and policies of that entity,
                                            whether through the Company’s ownership of voting securities, by contract or otherwise.



 


		(ii)	“Agreement” means a written
                                            instrument (including an electronic instrument), which need not be executed by the Participant,
                                            that sets out the terms of the grant of an Award, as any such Agreement may be supplemented
                                            or amended from time to time.



 


		(iii)	“Award” means any award
                                            or benefit granted under the Plan, as further defined in Section 5(A) of the Plan.



 


		(iv)	“Beneficiary” means the
                                            individual(s) designated by the Participant to succeed to his/ her rights in all Awards
                                            granted to him/her under the Plan in the eventuality of his/her death or Disability.



 


		(v)	“Board” means the Board
                                            of Directors of the Company.



 


		(vi)	“Cause” shall mean (1) if
                                            such term is defined in an employment agreement between the Participant and the Company or
                                            Affiliate, as such term is defined therein or (2) (a) an act of material dishonesty,
                                            including, without limitation, fraud, misappropriation, embezzlement, financial misrepresentation
                                            or other similar behavior, (b) conviction of, or the entry of a plea of guilty or nolo
                                            contendere to, the commission of a felony; (c) an action or failure to act that demonstrates
                                            a conflict of interest in which the person acts for his or her own benefit to the detriment
                                            of the Company; (d) an action or failure to act that constitutes a material breach of
                                            the person’s duties to the Company; (e) the failure to follow the lawful directives
                                            of the Company provided that those directives are consistent with the person’s duties
                                            to the Company; or (f) violations of the Company’s code of conduct or any other
                                            applicable employment and workplace policies.



 






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		(vii)	“Change of Control” shall
                                            mean:



 


		(1)	the acquisition by any individual, entity
                                            or group of beneficial ownership (as such term is defined in Rule 13d-3 promulgated
                                            under the Exchange Act) of more than 50% of the then outstanding voting securities of the
                                            Company entitled to vote generally in the election of Directors (the “Voting Securities”);



 


		(2)	during any period of 24 consecutive months,
                                            a majority of the Board shall no longer be composed of individuals (a) who were members
                                            of the Board on the first day of such period, or (b) whose election or nomination to
                                            the Board were approved by a vote of at least a majority of the members of the Board who
                                            were members of the Board on the first day of such period, or (c) whose election or
                                            nomination to the Board was approved by a vote of at least a majority of the members of the
                                            Board referred to in the foregoing subclauses (a) and (b);



 


		(3)	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”) unless, following such Business Combination
                                            (a) the beneficial owners of the Voting Securities of the Company immediately prior
                                            to the Business Combination beneficially own more than 50% of the combined voting power of
                                            the voting securities entitled to vote generally in the election of directors of the corporation
                                            resulting from such Business Combination, and (b) at least a majority of the board of
                                            directors of the corporation resulting from such Business Combination were members of the
                                            Company’s Board at the time of the action of the Company’s Board providing for
                                            such Business Combination;



 


		(4)	consummation of a reorganization, merger
                                            or consolidation with another corporation or business entity not already under common control
                                            with the Company, or the acquisition of stock or assets of such other corporation or business
                                            entity, if the market capitalization of the other corporation or entity, or the stock or
                                            assets acquired, is equal to or greater than the Company’s market capitalization immediately
                                            prior to the closing of such transaction; or



 


		(5)	the complete liquidation or dissolution
                                            of the Company.



 


		(viii)	“Code” means the Internal
                                            Revenue Code of 1986, as amended from time to time, or any successor statute or statutes
                                            thereto. Reference to any specific Code section shall include any successor section.



 


		(ix)	“Committee” means the Talent
                                            and Compensation Committee of the Board.



 


		(x)	“Company” means Royal Caribbean
                                            Cruises Ltd., a Liberian corporation and any successor entity.



 


		(xi)	“Consultant” means each
                                            individual who performs services for the Company or an Affiliate, and who is determined by
                                            the Committee to be a consultant to the Company or an Affiliate.



 






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		(xii)	“Date of Grant” means
                                            the date on which the Committee takes the corporate actions necessary to fix the major terms
                                            of an Award to a specified Eligible Individual, including, in the case of an Option, the
                                            number of Shares subject to the Option and the applicable Exercise Price.



 


		(xiii)	“Director” means a duly
                                            elected or appointed member of the Board or the Board of Directors of an Affiliate.



 


		(xiv)	“Disability” means, unless
                                            otherwise provided in an Award Agreement, a disability that would entitle a Participant to
                                            payment of monthly disability payments under any Company disability plan or as otherwise
                                            determined by the Committee; provided, a disability shall not be considered a Disability
                                            with respect to any 409A Covered Award (as defined in Section 10(H)) that provides for
                                            a payment upon Disability unless such disability also constitutes a “disability”
                                            as defined in Treasury Regulation section 1.409A-3(i)(4) or a successor provision; further
                                            provided, that with respect to an Incentive Stock Option, disability shall mean a permanent
                                            and total disability within the meaning of Section 22(e)(3) of the Code.



 


		(xv)	“Eligible Individual” means
                                            an Employee, Consultant or Director who is described in Section 3(A) of the Plan.



 


		(xvi)	“Employee” means an individual
                                            who is employed by the Company or any Affiliate.



 


		(xvii)	“Exchange Act” means
                                            the Securities Exchange Act of 1934, as amended from time to time, or any successor statute
                                            or statutes thereto. Reference to any specific Exchange Act section shall include any successor
                                            section.



 


		(xviii)	“Executive Officer”
                                            means an executive officer of the Company as defined in Rule 3b-7 under the Exchange
                                            Act, provided that, if the Board has designated the executive officers of the Company for
                                            purposes of reporting under the Exchange Act, the designation by the Board shall be conclusive
                                            for purposes of the Plan.



 


		(xix)	“Exercise Price” means
                                            the price that must be paid by an Optionee upon exercise of an Option to purchase a share
                                            of Stock.



 


		(xx)	“Fair Market Value” of
                                            a Share of Stock as of any date means the closing sale prices of the Stock (i) on the
                                            date on the principal exchange or market on which the Stock is then listed or admitted to
                                            trading, or (ii) if the day is not a date on which such exchange or market is open,
                                            the last preceding date on which there was a sale of such Stock on such exchange or market,
                                            or (iii) as otherwise determined by the Committee, in good faith and in a manner consistent
                                            with Section 409A of the Code, if the Stock is not listed on an exchange.



 


		(xxi)	“Option” means a right
                                            to purchase from the Company a stated number of Shares at an Exercise Price and for a period
                                            of time established by the Committee.



 


		(xxii)	“Optionee” means an Eligible
                                            Individual who has received an Option under this Plan, for the period of time during which
                                            such Option is held in whole or in part.



 


		(xxiii)	“Option Shares” means,
                                            with respect to any Option granted under this Plan, the Stock that may be acquired upon the
                                            exercise of such Option.



 


		(xxiv)	“Non-Employee Director”
                                            means a Director who is not an Employee.



 






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		(xxv)	“Participant” means an
                                            Eligible Individual who has received an Award under this Plan.



 


		(xxvi)	“Settlement Date” means
                                            the date on which Stock, cash, cash equivalents, or any combination thereof are transferred
                                            by the Company to a Participant with respect to, and in settlement of, a prior contractual
                                            commitment made by the Company to such Participant under the Plan in the form of Stock Units
                                            or Stock Appreciation Rights, or the net settlement of an Option.



 


		(xxvii)	“Shares” or “Stock”
                                            mean shares of the common stock of the Company, par value $.01, subject to any adjustments
                                            made under Section 7 of the Plan or by operation of law.



 


		(xxviii)	“Subsidiary” of the
                                            Company means any present or future subsidiary (as that term is defined in Section 424(f) of
                                            the Code, without regard to Section 424(f)’s limitation to corporations) of the
                                            Company An entity shall be deemed a subsidiary of the Company for purposes of this definition
                                            only for such periods as the requisite ownership or control relationship is maintained.



 


		(xxix)	“Substitute Awards” shall
                                            mean Awards granted in assumption of, or in substitution for, outstanding awards previously
                                            granted by a company acquired by the Company or with which the Company combines.



 


		(xxx)	“Termination of Service”,
                                            “Terminate” or “Termination” occurs when a Participant ceases to
                                            be an Employee, Consultant or a Director of the Company and its Affiliates, as the case may
                                            be, for any reason; provided, however, that a Participant’s change of status from Employee
                                            to Consultant or vice versa, or Employee to Director or vice versa, shall not constitute
                                            a Termination of Service unless otherwise determined by the Committee in writing. With respect
                                            to any Section 409A Covered Award, a Participant’s Termination of Service means
                                            a Participant’s “separation from service” (as such term is defined and
                                            used in Section 409A of the Code).



 


		(xxxi)	“Vest”, “Vested”,
                                            and “Vesting” means, with respect to any portion of an Award, that the Award
                                            will not be forfeited by the Participant pursuant to the provisions of this Plan in the event
                                            the Participant Terminates Service with the Company or any Affiliate; provided, however,
                                            that in the event the Award is based on the achievement of individual, divisional, corporate
                                            or other goals, the “Vesting” of the Award shall occur, except as otherwise determined
                                            by the Committee in writing, upon the later of (x) the date such Award is no longer
                                            forfeitable in the event the Participant Terminates Service with the Company or any Affiliate
                                            and (y) the date that achievement of the applicable goals is determined by the Committee.



 


		(xxxii)	“Vesting Date” with
                                            respect to any Award granted hereunder means the date on which such Award becomes Vested,
                                            as designated in or determined in accordance with the Plan and, subject to Section 5(F) hereof,
                                            with the Award Agreement. If more than one Vesting Date is designated for an Award, reference
                                            in the Plan to a Vesting Date in respect of such Award shall be deemed to refer to each part
                                            of such Award and the Vesting Date for such part.



 


		(B)	Rules of Construction.
                                            Where the context permits, words in any gender shall include the other gender, words in the
                                            singular shall include the plural, and the plural shall include the singular.



 






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Section 3. Eligibility and Participation


 


		(A)	The persons who shall be eligible
                                            to participate in the Plan and to receive Awards shall be such Employees (including Executive
                                            Officers), Consultants and Directors, as the Committee, in its sole discretion, shall select.
                                            Awards may be made to Eligible Individuals who hold or have held Awards under this Plan or
                                            any similar plan or other awards under any other plan of the Company. Holders of Options
                                            and other types of Awards granted by a company acquired by the Company or with which the
                                            Company combines are eligible for grant of Substitute Awards hereunder. Any member of the
                                            Committee shall be eligible to receive Awards while serving on the Committee.



 


		(B)	Awards may be granted by the Committee
                                            at any time and from time to time to new Participants, or to then Participants, or to a greater
                                            or lesser number of Participants, and may include or exclude previous Participants, as the
                                            Committee shall determine. All Awards made to members of the Board shall be recommended by
                                            the Committee and approved by the full Board. Except as required by this Plan, Awards granted
                                            at different times need not contain similar provisions. The Committee’s determinations
                                            under the Plan (including without limitation, determinations of which individuals, if any,
                                            are to receive Awards, the form, amount and timing of such Awards, the terms and provisions
                                            of such Awards and the agreements evidencing same) need not be uniform and may be made by
                                            it selectively among individuals who receive, or are eligible to receive, under the Plan.



 


Section 4. Stock Subject to
Plan


 


		(A)	Subject to the following provisions
                                            of this Section 4 and to the provisions of Section 7, the maximum number of Shares
                                            with respect to which any Awards may be granted, including Awards of Incentive Options as
                                            defined in Section 5(A)(i), during the term of the Plan (including Shares previously
                                            approved by the Company’s shareholders) shall be 10,083,570. During any calendar year,
                                            no one individual (other than a Non-Employee Director) shall be granted, under this Plan,
                                            Awards with respect to more than 500,000 Shares. During any calendar year, no one Non-Employee
                                            Director shall be granted, under this Plan, Awards with a dollar value, measured as of the
                                            Date of Grant, which together with cash compensation paid to such Non-Employee Director for
                                            such calendar year, would exceed $750,000. Shares underlying Substitute Awards shall not
                                            reduce the number of Shares remaining available for issuance hereunder.



 


		(B)	During the term of this Plan, the
                                            Company will at all times reserve and keep available the number of Shares that shall be sufficient
                                            to satisfy the requirements of this Plan. Shares will be made available from the currently
                                            authorized but unissued shares of the Company or from shares currently held or subsequently
                                            reacquired by the Company as treasury shares, including shares purchased in the open market
                                            or in private transactions.



 


		(C)	The grant of any Award hereunder shall
                                            count, equal in number to the Shares represented by such Award, towards the share maximum
                                            indicated in Section 4(A). To the extent that (i) any outstanding Option for any
                                            reason expires, is terminated, forfeited or canceled without having been exercised, or if
                                            any other Award is forfeited or otherwise does not result in the delivery of Shares by the
                                            Company, and (ii) any Shares covered by an Award are not delivered because the Award
                                            is settled in cash, such Shares shall be deemed to have not been delivered and shall be restored
                                            to the share maximum. Notwithstanding the foregoing, the following Shares shall not become
                                            available for grant under the Plan: (i) Shares subject to an Option that are used to
                                            satisfy the exercise price of an Option, (ii) Shares surrendered or withheld to cover
                                            taxes due upon the vesting of an Award, (iii) Shares subject to a Stock Appreciation
                                            Right that are not issued or delivered as a result of the net, stock settlement of a Stock
                                            Appreciation Right, or (iv) Shares repurchased on the open market with the proceeds
                                            of the exercise price of an Option.



 






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Section 5. Forms and Terms of
Awards under the Plan


 


		(A)	In General. The Committee may grant
                                            any of the following types of Awards, either singly or in combination with other Awards:



 


		(i)	Incentive Stock Options. An incentive
                                            stock option (an “Incentive Option”) is any Option that complies with the requirements
                                            of Section 422 of the Code.



 


		(ii)	Nonqualified Stock Options.
                                            A nonqualified stock option (a “Nonqualified Option”) is any Option that is not
                                            an Incentive Option.



 


		(iii)	Stock Appreciation Rights.
                                            A Stock Appreciation Right is an Award in the form of a right to receive, upon surrender
                                            of the right, but without other payment an amount based on appreciation in the value of Stock
                                            over a base price established in the Award, at times and upon conditions (which may include
                                            a Change of Control) as may be approved by the Committee.



 


		(iv)	Stock Awards. Stock awards may
                                            be in the form of Shares not subject to any restrictions or limitations imposed by this Plan
                                            (“Bonus Stock”), or of Restricted Stock. “Restricted Stock” is an
                                            Award of Shares that is issued to a Participant such that the Participant is thereupon the
                                            legal owner of such Shares with all of the attendant rights and privileges of ownership (unless
                                            otherwise provided in the accompanying Award Agreement), but remains subject to a risk of
                                            forfeiture of such ownership back to the Company for a period of time specified on the Date
                                            of Grant. Such forfeiture may be conditioned on the continued performance of services or
                                            on the achievement of individual, divisional, corporate, or other goals. Restricted Stock
                                            will also be subject to restrictions on transfer and such other restrictions on incidents
                                            of ownership as may be set forth in the Award Agreement, and for such period of time, as
                                            the Committee may determine.



 


		(v)	Stock Unit Awards. A Stock Unit
                                            is an Award payable in cash or Stock and represented by a bookkeeping credit, in which both
                                            the number of Shares and the Settlement Date are fixed on the Date of Grant. The value of
                                            each Stock Unit equals the Fair Market Value of a share of Stock, as such value may change
                                            up to the date the Stock Unit is settled. Stock Units may be in the form of Stock Units not
                                            subject to any restrictions or limitations imposed by this Plan (“Deferred Stock Units”),
                                            or of “Restricted Stock Units”, in which case, the settlement of the Award may
                                            be made contingent, in the sole discretion of the Committee, upon (A) solely continued
                                            service, (B) the achievement of individual, divisional, corporate, or other goals, and/or
                                            (C) other limitations or restrictions. Stock Units are not outstanding shares of Stock
                                            and do not entitle a Participant to voting or other rights or dividends with respect to Stock,
                                            unless and until actually paid out in the form of Stock. The restrictions and limitations
                                            imposed on Restricted Stock Unit Awards may vary among Participants and from year to year,
                                            and the Committee may assign varying titles to different forms of Restricted Stock Units.



 


		(vi)	Dividend Equivalents. The Committee
                                            may, in its sole discretion, grant dividend equivalents in connection with any Award. Such
                                            dividend equivalents shall be converted to cash or additional Shares, or some combination
                                            thereof, by such formula and at such time and subject to such limitations as may be determined
                                            by the Committee. Notwithstanding the foregoing, dividend equivalents shall accrue and only
                                            be paid to the extent an Award becomes vested.



 






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		(B)	Provisions Applicable to All Forms
                                            of Awards.



 


		(i)	Subsequent to the grant of any Award,
                                            the Committee may, at any time before the complete expiration of such Award, accelerate the
                                            time or times at which such Award may become nontransferable, exercisable and/or settled,
                                            in whole or in part.



 


		(ii)	To the extent that the Company is required
                                            to withhold any Federal, state or other taxes in respect of any compensation income realized
                                            by the Participant in respect of Shares acquired pursuant to an Award, or in respect of the
                                            exercise, settlement, or vesting of any such Awards, then, except as otherwise agreed between
                                            the Company and the Participant prior to the date of the required withholding, the Company
                                            shall deduct from either the Shares issuable or any payments of any kind otherwise due to
                                            such Participant the aggregate amount of such Federal, state or other taxes required to be
                                            so withheld; provided however, that if the Company deducts from the Shares issuable, the
                                            dollar value of the Shares deducted may not be greater than the amount required under the
                                            maximum applicable tax rate. If such payments are insufficient to satisfy such Federal, state
                                            or other taxes, then such Participant will be required to pay to the Company, or make other
                                            arrangements satisfactory to the Company regarding payment to the Company of, the aggregate
                                            amount of any such taxes. All matters with respect to the total amount of taxes to be withheld
                                            in respect of any such compensation income shall be determined by the Company in its sole
                                            discretion.



 


		(C)	Provisions Applicable to Options
                                            and Stock Appreciation Rights.



 


		(i)	Subject to the limitations of the Plan,
                                            the Committee shall designate from time to time those Eligible Individuals to be granted
                                            Options, the date when each Option shall be granted, the number of Shares subject to such
                                            Option, whether such Option is an Incentive Option or a Nonqualified Option, and the Exercise
                                            Price of the Option Shares. Options shall be evidenced by Agreements in such form and containing
                                            such terms and provisions not inconsistent with the provisions of the Plan as the Committee
                                            may from time to time approve. Each Optionee shall be notified of such grant and a written
                                            Agreement shall be delivered by the Company to the Optionee. Subject to the other provisions
                                            of the Plan, the same person may receive Incentive Options and Nonqualified Options at the
                                            same time and pursuant to the same Agreement, provided that Incentive Options and Nonqualified
                                            Options are clearly designated as such.



 


		(ii)	Option Agreements may provide that
                                            the grant of any Option under the Plan, or that Stock acquired pursuant to the exercise of
                                            any Option, shall be subject to such other conditions (whether or not applicable to an Option
                                            or Stock received by any other Optionee) as the Committee determines appropriate, including,
                                            without limitation, provisions conditioning exercise upon the occurrence of certain events
                                            or performance or the passage of time, provisions to assist the Optionee in financing the
                                            purchase of Stock through the exercise of Options, provisions for forfeiture, restrictions
                                            on resale or other disposition of shares acquired pursuant to the exercise of Options, provisions
                                            conditioning the grant of the Option or future Options upon the Optionee retaining ownership
                                            of Shares acquired upon exercise for a stated period of time, and provisions to comply with
                                            federal and state securities laws and federal and state income tax and other payroll tax
                                            withholding requirements.



 


		(iii)	The price at which Shares may be purchased
                                            upon exercise of an Option shall be fixed by the Committee on the Date of Grant and may not
                                            be less than 100% of the Fair Market Value of the Option Shares on the Date of Grant or,
                                            if specified by the Committee, on a date subsequent to the Date of Grant that is identified
                                            as the effective date of the Award. All Options shall specify the term during which the Option
                                            may be exercised, which shall be in all cases ten years or less.



 






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		(iv)	No Option may be exercised in part
                                            or in full before the date(s) therefore set forth in its terms, other than in the event
                                            of acceleration as provided in Section 5(B)(i) or Section 7. No Option may
                                            be exercised after the Option expires by its terms as set forth in the applicable Agreement.
                                            In the case of an Option that is exercisable in installments, installments that are exercisable
                                            and not exercised shall remain exercisable during the term of the Option. The grant of an
                                            Option shall impose no obligation on the Optionee to exercise such Option.



 


		(v)	No Option shall be transferable other
                                            than by will or the laws of descent and distribution, other than pursuant to an order issued
                                            by a court of competent jurisdiction in connection with the divorce or bankruptcy of the
                                            Participant. During the lifetime of the Optionee, the Option shall be exercisable only by
                                            such Optionee or his/her court-appointed legal representative or transferee. Notwithstanding
                                            anything herein to the contrary, the Committee may, in its sole discretion, provide in the
                                            applicable Agreement evidencing a Nonqualified Option that the Optionee may transfer, assign
                                            or otherwise dispose of an option (i) to his/her spouse, parents, siblings and lineal
                                            descendants, (ii) to a trust for the benefit of the Optionee and any of the foregoing,
                                            or (iii) to any corporation or partnership controlled by the Optionee, subject to such
                                            conditions or limitations as the Committee may establish to ensure compliance with any rule promulgated
                                            pursuant to the Exchange Act, or for other purposes. The terms applicable to the assigned
                                            Option shall be the same as those in effect for the Option immediately prior to such assignment
                                            and shall be set forth in such documents issued to the assignee as the Company may deem appropriate.



 


		(vi)	An Optionee or a transferee of an Option
                                            shall have no rights as a shareholder with respect to any Share covered by his/her Option
                                            until he/she shall have become the holder of record of such Share, and he/she shall not be
                                            entitled to any dividends or distributions or other rights in respect of such Share for which
                                            the record date is prior to the date on which he/she shall have become the holder of record
                                            thereof.



 


		(vii)	Without the consent of the shareholders
                                            of the Company, except as provided in Section 7(A) or in connection with the grant
                                            of Substitute Awards, the Committee shall have no authority to effect (i) the repricing
                                            of any outstanding Options under the Plan, (ii) the cancellation of any outstanding
                                            Options under the Plan and the grant in substitution therefor new Options or other Awards,
                                            in any case covering the same or different numbers of Shares that has the effect of an indirect
                                            repricing, or (iii) cashing out Options that have an Exercise Price greater than the
                                            then-Fair Market Value of the Shares.



 


		(viii)	The following additional provisions
                                            shall be applicable to Incentive Options, but only if, and to the extent, required by section
                                            422 of the Code:



 


		(a)	Incentive Options shall be specifically
                                            designated as such in the applicable Agreement, and may be granted only to those Eligible
                                            Individuals who are both (i) Employees of the Company and/or a Subsidiary, and (ii) citizens
                                            or resident aliens of the United States.



 


		(b)	To the extent the aggregate Fair Market
                                            Value (determined as of the time the Option is granted) of the Stock with respect to which
                                            any Incentive Options granted hereunder may be exercisable for the first time by the Optionee
                                            in any calendar year (under this Plan or any other compensation plan of the Company or any
                                            Subsidiary thereof) exceeds $100,000, such Options shall not be considered Incentive Options.



 






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		(c)	No Incentive Option may be granted to
                                            an individual who, at the time the Option is granted, owns directly, or indirectly within
                                            the meaning of Section 424(d) of the Code, stock possessing more than 10% of the
                                            total combined voting power of all classes of stock of the Company or of any Subsidiary thereof,
                                            unless such Option (i) has an exercise price of at least 110% of the Fair Market Value
                                            of the Stock on the Date of Grant of such option; and (ii) cannot be exercised more
                                            than five years after the Date of Grant.



 


		(d)	The Exercise Price for Incentive Options
                                            shall not be less than the Fair Market Value of the Stock on the Date of Grant.



 


		(ix)	Options that provide for the automatic
                                            grant of another Option upon exercise of the original Option (“Reload Options”)
                                            may not be granted under the Plan.



 


		(x)	Each of the above provisions with respect
                                            to the granting, vesting, transferability, exercise and repurchase of Options, except to
                                            the extent they are applicable solely to (i) the actual purchase of stock and payment
                                            of consideration or (ii) Incentive Options, shall also apply to the grant of Stock Appreciation
                                            Rights by the Committee under the Plan.



 


		(D)	Provisions Applicable to Certain
                                            Stock Awards and Stock Unit Awards.



 


		(i)	Awards of Restricted Stock and Restricted
                                            Stock Units shall be subject to the right of the Company to require forfeiture of such Shares
                                            or rights by the Participant in the event that conditions specified by the Committee in the
                                            applicable Agreement are not satisfied prior to the end of the applicable vesting period
                                            established by the Committee for such Awards. Conditions for forfeiture (or repurchase) may
                                            be based on continuing employment or service or achievement of pre-established individual,
                                            divisional, corporate, or other goals.



 


		(ii)	A Stock Unit may provide the Participant
                                            with the right to receive dividend equivalent payments with respect to Stock subject to the
                                            Award, which payments shall be credited to an account for the Participant and only be paid
                                            after the Stock subject to the Award is earned, vested, or acquired, and may be settled in
                                            cash or Stock, as determined by the Committee. Any such settlements, and any such crediting
                                            of dividend equivalents or reinvestment in shares of Stock, may be subject to such conditions,
                                            restrictions and contingencies as the Committee shall establish, including the reinvestment
                                            of such credited amounts in Stock equivalents.



 


		(iii)	Shares represented by Restricted Stock
                                            Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, except as
                                            permitted by the Committee, during the applicable vesting period. Such Shares shall be evidenced
                                            in such manner as the Committee may determine. Any certificates issued in respect of such
                                            Shares shall be registered in the name of the Participant and, unless otherwise determined
                                            by the Committee, deposited by the Participant, together with a stock power endorsed in blank,
                                            with the Company (or its designee). To the extent Shares of a Restricted Stock Award become
                                            nonforfeitable, the Company (or such designee) shall deliver such certificates to the Participant
                                            or, if the Participant has died, to the Participant’s Beneficiary. Each certificate
                                            evidencing stock subject to Restricted Stock Awards shall bear an appropriate legend referring
                                            to the terms, conditions and restrictions applicable to such Award. Any attempt to dispose
                                            of stock in contravention of such terms, conditions and restrictions shall be ineffective.
                                            During the restriction period and unless otherwise provided in the Agreement evidencing the
                                            Award, the Participant shall have all the rights of a shareholder for all such Shares, including
                                            the right to vote and the right to receive dividends thereon. Notwithstanding the foregoing,
                                            dividends shall accrue and only be paid to the extent Shares of a Restricted Stock Award
                                            become vested.



 






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		(E)	Provisions Applicable to Stock
                                            Units. The Committee may provide in the terms of a Stock Unit for the elective deferral
                                            by the Participant of the receipt of the actual payment of cash or Stock otherwise due and
                                            payable to the Participant pursuant to such Award. In providing for such deferral, the Committee
                                            shall limit eligibility, and shall specify such rules regarding the timing and other
                                            features of the deferral, so as to comply with all applicable sections of ERISA, sections
                                            409A and 457A of the Code, and the constructive receipt and similar doctrines of the internal
                                            revenue laws.



 


		(F)	Minimum Vesting Periods. Except
                                            with respect to five percent (5%) of the maximum number of Shares that may be issued under
                                            the Plan, as provided in Section 4(a), each Award shall vest on the basis of the Participant’s
                                            continued performance of services or the attainment of performance goals. No Award which
                                            vests on the basis of the Participant’s continued performance of services shall vest
                                            earlier than one year following the date of grant of such Award and no Award which vests
                                            on the basis of attainment of performance goals shall provide for a performance period of
                                            less than one year; provided, however, that such limitations shall not preclude the acceleration
                                            of vesting of such Award upon the death or Disability of the Participant, or in connection
                                            with a Change of Control.



 


Section 6. Exercises of Stock
Options


 


		(A)	A Vested Option may be exercised in
                                            whole or in part at any time during the term of such Option as provided in the Agreement;
                                            provided, however, that (i) an Option may be exercised only while the Optionee is an
                                            Eligible Individual, and (ii) each partial exercise shall be for whole Shares only.
                                            Unless otherwise provided by Section 5(B)(i), Section 7 or in the Agreement, that
                                            portion of an Option that has not become Vested as of the date the Optionee ceases to be
                                            an Eligible Individual shall lapse and be null and void.



 


		(B)	An Option may be exercised to the
                                            extent of any or all full shares of Stock as to which the Option has become exercisable,
                                            by giving written or electronic notice of such exercise to the Company or the brokerage firm
                                            or firms approved by the Company to facilitate exercises and sales under this Plan, in accordance
                                            with the terms of the Option by the person entitled to exercise the Option in accordance
                                            with the procedures established by the Committee, its delegate and/or the brokerage firm
                                            approved by the Company, as applicable, and delivering full payment for the Shares with respect
                                            to which the Option is being exercised to the Company or the brokerage firm or firms, as
                                            applicable, along with full payment of all amounts which, under federal, state or other law,
                                            the Company is required to withhold upon exercise of the Option or adequate provision therefor.



 


		(C)	Except as noted in this paragraph,
                                            upon receiving notice of exercise and payment as set forth in Section 6(B) above,
                                            the Company will cause the Shares to be delivered to the Optionee (by delivery of a share
                                            certificate, electronic transfer or other lawful means), as soon as practicable, and shall
                                            evidence such transfer on the books and records of the Company. The Shares issued and delivered
                                            upon the exercise of an Option shall be fully paid and non-assessable. Shares shall not be
                                            issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance
                                            and delivery of such Shares pursuant thereto shall comply with all relevant provisions of
                                            law, including, without limitation, the Securities Act of 1933, as amended, the Exchange
                                            Act, the rules and regulations promulgated thereunder, and the requirements of any stock
                                            exchange upon which the Shares may then be listed, and shall be further subject to the approval
                                            of counsel for the Company with respect to such compliance.



 






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		(D)	The method or methods of payment of
                                            the purchase price for the Shares to be purchased upon exercise of an Option and of any amounts
                                            required for tax withholding purposes shall be determined by the Company and may consist
                                            of (i) cash, (ii) check, (iii) the tendering, by either actual delivery or
                                            by attestation, of whole shares of Stock, valued at Fair Market Value as of the day of exercise,
                                            (iv) through a special sale and remittance procedure pursuant to which the Optionee
                                            shall concurrently provide irrevocable written instructions to (a) a brokerage firm
                                            acceptable to the Company to effect the immediate sale of the purchased shares and remit
                                            to the Company, out of the sale proceeds available on the settlement date, sufficient funds
                                            to cover the aggregate exercise price payable for the purchased shares plus all applicable
                                            Federal, state and other employment taxes required to be withheld by the Company by reason
                                            of such exercise, and (b) the Company to deliver the certificates for the purchased
                                            Shares directly to such brokerage firm in order to complete the sale. The permitted method
                                            or methods of payment of the amounts payable upon exercise of an Option may be transacted
                                            by the Optionee or by a broker designated by him/her (other than a payment described in clause
                                            (iv) above), and, if other than in cash, shall be set forth in the applicable agreement
                                            or (v) such other means as may be approved by the Committee from time to time, including
                                            without limitation, by the withholding from the number of Shares otherwise issuable upon
                                            exercise of the Option that number of shares having an aggregate Fair Market Value on the
                                            date of exercise equal to the Exercise Price.



 


Section 7. Events Affecting
Plan Reserve or Plan Awards


 


		(A)	If (a) the Company subdivides
                                            its outstanding shares of Stock into a greater number of shares of Stock (including, without
                                            limitation, by stock dividend or stock split) or combines its outstanding shares of Stock
                                            into a smaller number of shares (by reverse stock split, reclassification or otherwise),
                                            or (b) any stock dividend, extraordinary cash dividend, reclassification, recapitalization,
                                            reorganization, split-up, spin-off, combination, exchange of shares, warrants or rights offering
                                            to purchase Stock, or other similar corporate event (including mergers or consolidations)
                                            affects the Stock such that the Committee determines that an adjustment is required in order
                                            to preserve the benefits or potential benefits intended to be made available under this Plan,
                                            then the Committee shall, in such manner as it may deem equitable and appropriate, make such
                                            adjustments to any or all of (i) the number of shares of Stock reserved for the Plan,
                                            (ii) the number of shares subject to outstanding Options and other Awards, (iii) the
                                            Exercise Price with respect to outstanding Options, and any other adjustment that the Committee
                                            determines to be equitable; provided, however, that the number of shares subject to any Option
                                            shall always be a whole number. The Committee may provide for a cash payment to any Participant
                                            of an Award in connection with any adjustment made pursuant to this Section 7.



 


		(B)	Any such adjustment to an Option shall
                                            comply with Section 409A and any other applicable provisions of the Code and shall be
                                            made without a change to the total Exercise Price applicable to the unexercised portion of
                                            the Option (except for any change in the aggregate price resulting from rounding-off of share
                                            quantities or prices), and shall be final and binding upon all Participants, the Company,
                                            their representatives, and all other interested persons.



 






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		(C)	In the event of a Change in Control:



 


		(i)	With respect to each outstanding Award
                                            that is assumed or substituted in connection with the Change in Control, in the event the
                                            Participant’s employment or service is terminated by the Company, its successor or
                                            an Affiliate thereof without Cause on or after the effective date of the Change in Control
                                            but prior to eighteen (18) months following the Change in Control, then:



 


		(1)	any unvested or unexercisable portion
                                            of any Award carrying a right to exercise shall become fully vested and exercisable; and



 


		(2)	the restrictions, deferral limitations,
                                            payment conditions and forfeiture conditions applicable to an Award granted under the Plan
                                            shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed
                                            with respect to such Awards shall be deemed to be achieved at the Committee’s then
                                            best estimate of actual performance.



 


		(ii)	With respect to each outstanding Award
                                            that is not assumed or substituted in connection with a Change in Control, immediately upon
                                            the occurrence of the Change of Control:



 


		(1)	if such Award is an Option granted one
                                            year or more prior to the Change in Control, any unvested or unexercisable portion of such
                                            Award shall become fully vested and exercisable and to the extent not exercised as of the
                                            Change in Control, shall terminate with respect to all remaining Shares subject to such Option;



 


		(2)	if such Award is an Option granted less
                                            than one year prior to the Change in Control, such Award shall become fully vested and exercisable
                                            as to the number of Shares subject to such Option equal to (i) the number of Shares
                                            originally subject to such Option, multiplied by (ii) the number of whole months between
                                            the Grant Date and the Change in Control, divided by (iii) the number of months between
                                            the Grant Date and the date on which all Shares originally subject to such Option would have
                                            been fully vested and exercisable; and such Option shall terminate with respect to all remaining
                                            Shares subject to such Option.



 


		(3)	if such Award is not an Option, such Award
                                            shall become fully vested and all restrictions, deferral limitations, payment conditions
                                            and forfeiture conditions applicable to such Award shall lapse immediately prior to the Change
                                            in Control and all Stock Unit Awards shall become immediately payable.



 


		(iii)	For purposes of this Section 7(C),
                                            an Award shall be considered assumed or substituted if, following the Change in Control,
                                            the Award is of substantially comparable value and remains subject to substantially the same
                                            terms and conditions that were applicable to the Award immediately prior to the Change in
                                            Control except that, if the Award related to shares of Stock, the Award instead confers the
                                            right to receive cash or common stock of the acquiring or ultimate parent entity.



 


		(iv)	Notwithstanding anything in this Section 7(C) to
                                            the contrary, with respect to any Award of Restricted Stock Units granted under this Plan
                                            that constitutes deferred compensation within the meaning of Section 409A of the Code,
                                            if the Change in Control does not constitute a “change in effective ownership or control”
                                            of the Company within the meaning of Section 409A of the Code, Restricted Stock Units
                                            shall vest as provided in this Section 7(C), but shall be payable to the Participant
                                            in accordance with the payment provisions of the applicable Award Agreement.



 


		(D)	The Company may determine whether
                                            any given leave of absence constitutes a Termination of Service and, if it does not, whether
                                            the time spent on the leave will or will not be counted as vesting credit; provided, however,
                                            that for purposes of the Plan (i) a leave of absence, duly authorized in writing by
                                            the Company, if the period of such leave does not exceed 90 days, and (ii) a leave of
                                            absence in excess of 90 days, duly authorized in writing by the Company, provided (a) the
                                            Employee’s right to reemployment is guaranteed either by statute or contract, or (b) for
                                            the purpose of military service, shall not be deemed a Termination of Service.



 






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		(E)	Each of the above provisions, to the
                                            extent applicable to Options, except to the extent they are applicable solely to (i) the
                                            actual purchase of stock and payment of consideration or (ii) Incentive Options, shall
                                            also apply to the grant of Stock Appreciation Rights by the Committee under the Plan.



 


Section 8. Administration


 


		(A)	The Plan shall be administered by
                                            the Talent and Compensation Committee of the Board unless a different committee is appointed
                                            by the Board.



 


		(B)	The Committee’s administration
                                            of the Plan shall be subject to the following:



 


		(i)	Subject to the provisions of the Plan,
                                            the Committee will have the authority and discretion to select from among the Eligible Individuals
                                            those persons who shall receive Awards, to determine the time or times of receipt, to determine
                                            the types of Awards and the number of shares covered by the Awards, to establish the terms,
                                            conditions, performance criteria, restrictions, and other provisions of such Awards, and,
                                            subject to the restrictions of Section 11, to cancel or suspend Awards.



 


		(ii)	To the extent that the Committee determines
                                            that the restrictions imposed by the Plan preclude the achievement of the material purposes
                                            of the Awards in jurisdictions outside the United States, the Committee will have the authority
                                            and discretion to modify those restrictions as the Committee determines to be necessary or
                                            appropriate to conform to applicable requirements or practices of those jurisdictions.



 


		(C)	The Committee may delegate to one
                                            or more Directors or officers of the Company, or a committee of such Directors or officers,
                                            the authority, subject to such terms and limitations as the Committee shall determine, to
                                            grant Awards to, or to cancel, modify, waive rights with respect to, alter, discontinue,
                                            suspend or terminate Awards held by, Employees who are not officers or Directors of the Company
                                            for purposes of Section 16 of the Exchange Act provided, however, that any such delegation
                                            shall conform with applicable law and the requirements of any exchange on which the Company’s
                                            securities are listed.



 


		(D)	The Company and its Affiliates shall
                                            furnish the Committee with such data and information as it determines may be required for
                                            it to discharge its duties. The records of the Company and its Affiliates as to an Employee’s
                                            or Participant’s employment (or other provision of services), Termination of Service,
                                            leave of absence, reemployment and compensation shall be conclusive on all persons unless
                                            determined to be incorrect. Participants and other persons entitled to benefits under the
                                            Plan must furnish to the Company such evidence, data, or information, as the Committee or
                                            the Company considers desirable to carry out the terms of the Plan.



 


		(E)	The Committee is authorized, subject
                                            to the provisions of the Plan, to construe and interpret the terms of the Plan and any Award
                                            granted hereunder, establish, amend and rescind such rules and regulations, as it deems
                                            necessary or advisable for the proper administration of the Plan and to take any such other
                                            action in connection with or in relation to the Plan, as it deems necessary or advisable.
                                            Each action and determination made or taken pursuant to the Plan by the Committee, including
                                            any interpretation or construction of the Plan, shall be final and conclusive for all purposes
                                            and upon all persons.



 






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		(F)	No member of the Committee or the
                                            Board shall be personally liable for any action, determination or interpretation made by
                                            him/her or the Committee or the Board in good faith with respect to the Plan or any Award
                                            granted pursuant thereto.



 


		(G)	The Committee, the Company, and its
                                            officers and Directors, shall be entitled to rely upon the advice, opinions or valuations
                                            of any attorneys, consultants, accountants or other persons employed to assist them in connection
                                            with the administration of the Plan.



 


Section 9. Government Regulations
and Registration of Shares


 


		(A)	The Plan, and the grant and exercise
                                            of Awards hereunder, and the Company’s obligation to sell and deliver stock under Options
                                            and Stock Appreciation Rights, shall be subject to all applicable federal and state laws,
                                            rules and regulations and to such approvals by any regulatory or governmental agency
                                            as may be required.



 


		(B)	The obligation of the Company with
                                            respect to Awards shall be subject to all applicable laws, rules and regulations and
                                            such approvals by any governmental agencies as may be required, including, without limitation,
                                            the effectiveness of any registration statement required under the Securities Act of 1933,
                                            and the rules and regulations of any securities exchange or association on which the
                                            Stock may be listed or quoted.



 


		(C)	With respect to persons subject to
                                            Section 16 of the Exchange Act, it is the intent of the Company that the Plan and all
                                            transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its
                                            successors under the Exchange Act. In addition, it is the intent of the Company that Incentive
                                            Options comply with the applicable provisions of Section 422 of the Code and that, to
                                            the extent applicable, all Awards comply with the requirements of Section 409A of the
                                            Code. To the extent that any legal requirement of Section 16 of the Exchange Act or
                                            Section 422 or 409A of the Code as set forth in the Plan ceases to be required under
                                            such section, the Committee, in its sole discretion, may decide that the applicable Plan
                                            provision shall cease to apply. The Committee may revoke any Award if it is contrary to law,
                                            or may modify an Award to bring it into compliance with any valid and mandatory government
                                            regulation.



 


Section 10. Miscellaneous Provisions


 


		(A)	Rights of Company. Nothing
                                            contained in the Plan or in any Agreement, and no action of the Company or the Committee
                                            with respect thereto, shall interfere in any way with the right of the Company or an Affiliate
                                            to terminate the employment of the Participant at any time, with or without cause. The grant
                                            of Awards pursuant to the Plan shall not affect in any way the right or power of the Company
                                            to make reclassifications, reorganizations or other changes of or to its capital or business
                                            structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or any part
                                            of its business or assets.



 


		(B)	Designation of Beneficiaries.
                                            Each Participant who shall be granted a Plan Award may designate a beneficiary or beneficiaries
                                            and may change such designation from time to time by filing a written designation of beneficiary
                                            or beneficiaries with the Company on a form to be prescribed by it, provided that no such
                                            designation shall be effective unless so filed prior to the death of such person.



 


		(C)	Participants Subject to Taxation
                                            Outside the United States. The Committee may amend or modify the terms of the Plan or
                                            Awards with respect to Participants who reside or work outside the United States in order
                                            to conform such terms with the requirements of local law or tax law for a Participant and
                                            the Company. An award may be modified under this Section 10(C) in a manner that
                                            is inconsistent with the express terms of the Plan, so long as such modifications will not
                                            contravene any applicable law or regulation or result in actual liability under Section 16(b) of
                                            the Act for the Participant whose award is modified. Additionally, the Committee may adopt
                                            such procedures and sub-plans as are necessary or appropriate to permit individuals eligible
                                            to participate in the Plan who are non-U.S. nationals or who reside or work outside the United
                                            States to participate in the Plan.



 






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		(D)	Exclusion from Benefit Computation.
                                            By accepting an Award, unless otherwise provided in the applicable Agreement, each Participant
                                            shall be deemed to have agreed that such Award is special incentive compensation that will
                                            not be taken into account, in any manner, as salary, compensation or bonus in determining
                                            the amount of any payment under any health and welfare, pension, retirement or other employee
                                            benefit plan, program or policy of the Company or any Subsidiary. In addition, each Beneficiary
                                            of a deceased Participant shall be deemed to have agreed that such Award will not affect
                                            the amount of any life insurance coverage, if any, provided by the Company on the life of
                                            the Participant which is payable to such Beneficiary under any life insurance plan covering
                                            employees of the Company or any Subsidiary.



 


		(E)	Use of Proceeds. Proceeds from
                                            the sale of Shares pursuant to Options granted under this Plan shall constitute general funds
                                            of the Company.



 


		(F)	Form and Time of Elections.
                                            Unless otherwise specified herein, each election required or permitted to be made by any
                                            Participant or other person entitled to benefits under the Plan, and any permitted modification,
                                            or revocation thereof, shall be in writing filed with the Company at such times, in such
                                            form, and subject to such restrictions and limitations, not inconsistent with the terms of
                                            the Plan, as the Company shall require.



 


		(G)	Unfunded Status. Neither a
                                            Participant nor any other person shall, by reason or participation in the Plan, acquire any
                                            right in or title to any assets, funds or property of the Company or any Affiliate whatsoever,
                                            including, without limitation, any specific funds, assets, or other property which the Company
                                            or any Affiliate, in its sole discretion may set aside in anticipation of a liability under
                                            the Plan. A Participant shall have only a contractual right to the Stock or amounts, if any,
                                            payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing
                                            contained in the Plan shall constitute a guarantee that the assets of the Company or any
                                            Affiliate shall be sufficient to pay any benefits to any person.



 


		(H)	Section 409A Compliance.
                                            Although the Company does not guarantee the particular tax treatment of an Award granted
                                            under this Plan, Awards made under this Plan are intended to comply with, or be exempt from,
                                            the applicable requirements of Section 409A of the Code and this Plan and any Award
                                            agreement hereunder shall be limited, construed and interpreted in accordance with such intent.
                                            To the extent that any Award granted under the Plan constitutes “non-qualified deferred
                                            compensation” pursuant to Section 409A of the Code (a “Section 409A
                                            Covered Award”), it shall be paid in a manner that is intended to comply with Section 409A
                                            of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest
                                            or penalties that may be imposed on a participant by Section 409A of the Code or any
                                            damages for failing to comply with Section 409A of the Code or this Section 15.6.
                                            Notwithstanding anything in the Plan or in an Award to the contrary, the following provisions
                                            shall apply to Section 409A Covered Awards:



 


		(i)	A termination of employment shall not
                                            be deemed to have occurred for purposes of any provision of a Section 409A Covered Award
                                            providing for payment upon or following a termination of the Participant’s employment
                                            unless such termination is also a “Separation from Service” within the meaning
                                            of Code Section 409A and, for purposes of any such provision of Section 409A Covered
                                            Award, references to a “termination,” “termination of employment”
                                            or like terms shall mean Separation from Service. Notwithstanding any provision to the contrary
                                            in the Plan or the Award, if the participant is deemed on the date of the Participant’s
                                            termination to be a “specified employee” within the meaning of that term under
                                            Code Section 409A(a)(2)(B) and using the identification methodology selected by
                                            the Company from time to time, or if none, the default methodology set forth in Code Section 409A,
                                            then with regard to any such payment under a Section 409A Covered Award, to the extent
                                            required to be delayed in order to avoid the imposition of taxes under Code Section 409A(a)(2)(B),
                                            such payment shall not be made prior to the earlier of (i) the expiration of the six
                                            (6)-month period measured from the date of the participant’s Separation from Service,
                                            and (ii) the date of the participant’s death. All payments delayed pursuant to
                                            this Section 15.6(a) shall be paid to the participant on the first day of the seventh
                                            month following the date of the participant’s Separation from Service or, if earlier,
                                            on the date of the participant’s death.



 






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		(ii)	Whenever a payment under a Section 409A
                                            Covered Award specifies a payment period with reference to a number of days, the actual date
                                            of payment within the specified period shall be within the sole discretion of the Company.



 


		(iii)	If under the Section 409A Covered
                                            Award an amount is to be paid in two or more installments, for purposes of Code Section 409A,
                                            each installment shall be treated as a separate payment.



 


		(I)	Recoupment. Dodd-Frank Clawback.
                                            The Committee shall have full authority to implement any policies and procedures necessary
                                            to comply with Section 10D of the Exchange Act and any rules promulgated thereunder.
                                            Without limiting the foregoing, each Agreement evidencing Awards with performance conditions
                                            made to Employees who are at the Senior Vice President level or more senior shall include
                                            a provision which requires at a minimum that, in the event that:



 


		(i)	It is required under regulations adopted
                                            under the Dodd Frank Wall Street Reform and Consumer Protection Act;



 


		(ii)	the Company’s financial statements
                                            covering the applicable performance period (the “Performance Period”) are restated
                                            due to material non-compliance with financial reporting requirements within two years of
                                            the end of the Performance Period; or



 


		(iii)	the Committee determines, in consultation
                                            with the Company’s Audit Committee, that there is a high likelihood that an out-of-period
                                            adjustment to the Company’s financial statements covering the Performance Period would
                                            be deemed to be material because there is alleged misconduct of one or more participants
                                            hereunder associated with the adjustment and, absent the adjustment, the benefits payable
                                            hereunder to such participant(s) would be materially greater the Committee may require
                                            the Award holder to forfeit and/or repay an amount equal to the difference between the amount
                                            actually awarded pursuant to such Agreement based on the erroneous financial data and the
                                            amount of compensation that should have been awarded to the Award holder pursuant to such
                                            Agreement under the accounting restatement or the adjusted financial statements, as applicable,
                                            as determined by the Committee in its sole discretion taking into account those factors the
                                            Committee determines necessary or appropriate.



 


		(J)	Data Privacy. As a condition
                                            of receipt of any Award, each Participant explicitly and unambiguously consents to the collection,
                                            use, and transfer, in electronic or other form, of personal data as described in this Section by
                                            and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing,
                                            administering and managing the Plan and Awards and the Participant’s participation
                                            in the Plan (“Plan Administration”). In furtherance of such implementation and
                                            administration, the Company and its Affiliates may hold certain personal information about
                                            a Participant, including but not limited to, the Participant’s name, home address,
                                            telephone number, date of birth, social security or insurance number or other identification
                                            number, compensation, nationality, job title, information regarding any securities of the
                                            Company or any of its Affiliates, and details of all Awards (the “Data”). In
                                            addition to transferring the Data among themselves as necessary for the purpose of Plan Administration,
                                            the Company and its Affiliates may each transfer the data to any third parties assisting
                                            the Company in Plan Administration. Recipients of the Data may be located in the Participant’s
                                            country or elsewhere, and the Participant’s country and any given recipient’s
                                            country may have different data privacy laws and protections. By accepting an Award, each
                                            Participant authorizes such recipients to receive, possess, use, retain and transfer the
                                            Data, in electronic or other form, for the purposes of Plan Administration, including any
                                            requisite transfer of such Data as may be required to a broker or other third party with
                                            whom the Company or the Participant may elect to deposit any Shares. The Data related to
                                            a Participant will be held only as long as is necessary for Plan Administration. A Participant
                                            may, at any time, view the Data held by the Company with respect to such Participant, request
                                            additional information about the storage and processing of the Data with respect to such
                                            Participant, recommend any necessary corrections to the Data with respect to the Participant,
                                            or refuse or withdraw the consents herein in writing, in any case without cost, by contacting
                                            his or her local human resources representative. The Company may cancel the Participant’s
                                            eligibility to participate in the Plan, and in the Company’s discretion, the Participant
                                            may forfeit any outstanding Awards in the Participant refuses or withdraws the consents described
                                            herein. For more information on the consequences of refusal to consent or withdrawal of consent,
                                            Participants may contact their local human resources professional.



 






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Section 11. Term; Amendment
and Termination; Stockholder Approval of this Plan


 


		(A)	Term. The Plan in this form
                                            shall be effective as of the date of the annual shareholders meeting in 2022 (the “Effective
                                            Date”) if the Company’s shareholders approve of the Plan. Subject to Section 11(B) hereof,
                                            no Awards may be granted under the Plan after April 11, 2032, but Awards granted prior
                                            to such date may, and the Committee’s authority to administer the terms of such Awards
                                            shall, extend beyond that date.



 


		(B)	Amendment and Termination.
                                            The Committee may at any time terminate, suspend or discontinue this Plan. The Committee
                                            may amend this Plan at any time, provided that no such amendment shall be made without the
                                            approval of the Company’s stockholders (a) to the extent that such approval is
                                            required by applicable law or by the listing standards of any applicable exchange(s) on
                                            or after the adoption of this Plan, (b) to the extent that such amendment would materially
                                            increase the number of securities which may be issued under the Plan, (c) to the extent
                                            that such amendment would materially modify the requirements for participation in the Plan
                                            or (d) to the extent that such amendment would permit or would result in the purchase
                                            of any or all outstanding Options with an Exercise Price greater than the Fair Market Value
                                            of a Share of Stock or repricing of any Options under the Plan.



 


The Committee may at any time
alter or amend any or all Award Agreements under this Plan to include provisions, or to effect a result, that would be authorized for
a new Award under this Plan, so long as such an amendment would not require approval of the Company’s shareholders if such amendment
were made to the Plan. Notwithstanding the foregoing, except as may be provided in Section 7(C), no such action by the Board or
the Committee shall, in any manner adverse to a Participant, affect any Award then outstanding without the consent in writing of the
affected Participant.


 






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