EX-10.14





 Exhibit 10.14 

 
  

ON HOLDING AG 
 LONG
TERM INCENTIVE PLAN 2021 
  
  

Approved by the Board of Directors on 

September     , 2021 
  

							
	    	 		 		  	    
	David Allemann	 		 		  	Caspar Coppetti
	Co-Chairman of the Board	 		 		  	Co-Chairman of the Board















			
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	1.	 Purpose 



The purpose of this Long Term Incentive Plan 2021 of On Holding AG is to attract, retain and motivate high quality personnel by providing them
with equity ownership opportunities and performance-based incentives to increase their commitments for and in the best interest of the Company and the On Group. 
  

	2.	 Definitions 



Unless otherwise defined in Annex 1 and/or an Award Agreement, capitalized terms used herein shall have the meaning set forth in this
section 2: 
  

			
	Award	  	 shall mean a grant of Restricted Stock Units, Performance Stock Units or any or both of them.

		
	Award Agreement	  	 shall mean the agreement evidencing and specifying the individual grant of an Award executed by the Company and the
Participant.

		
	Bad Leaver	  	 shall mean a Participant (i) whose employment relationship with the Company or a Subsidiary is terminated for Cause by
the Company or the respective Subsidiary or (ii) who is or becomes a Competitor or (iii) whose employment relationship with the Company or a Subsidiary is terminated and who is not qualifying as a Good or Medium Leaver.

		
	Bad Leaver Event	  	 shall mean the occurrence of an event, matter, fact, circumstance or behavior giving rise to a Participant qualifying
immediately or with the lapse of time as Bad Leaver, in each case irrespective of whether such event, matter, fact, circumstance or behavior is actually known at that time by or disclosed to the Company, its Subsidiaries or its or their directors,
officers, or employees.

		
	Board	  	 shall mean the board of directors of the Company.

		
	Cause	  	 shall mean (i) any material violation of law or (ii) grave misconduct or egregious acts (such as wilful disregard
for instructions or company policy, falsifying records, stealing, violence, criminal wrongdoings and similar acts or behaviour) to the extent it would justify a termination of the employment relationship for cause according to art. 337 CO
(irrespective of whether the employment relationship is actually governed by Swiss law or not).
















			
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	 Change of Control
	  	 shall mean the occurrence of any of the following events in one or a series of related transactions: (i) any person or
any group of persons acting in concert (other than the Extended Founder Team) directly or indirectly acquiring or becoming the beneficial owner of voting securities (including by way of subscribing new voting securities in the Company) representing
50 % or more of the combined voting power of all outstanding voting securities of the Company, (ii) the consummation of an agreement or plan to merge or consolidate the Company with or into another company or entity as a result of which
less than 50% of the voting power of all outstanding voting securities of the surviving or resulting entity are, or are to be owned by, the former shareholders of the Company, or (iii) the consummation of a sale or other disposal of all or
substantially all of the business or assets of the On Group taken as a whole to a person or entity that is not a Subsidiary, provided, however, that none of following events constitute a “Change of Control”: (1) a transaction where the
result of which is to sell all or substantially all of the assets of the On Group to another corporation (the “Surviving Corporation”), provided that such Surviving Corporation is owned directly or indirectly by the same shareholders of
the Company immediately following such transaction in substantially the same proportions as their ownership of the Company immediately preceding such transaction, and further provided that the Surviving Corporation expressly assumes this Plan,
(2) a General Sunset Event and/or any Individual Sunset Event (as such terms are defined in the shareholders’ agreement by and between the Company and the Extended Founder Team dated as of September 6, 2021, as may be amended from time to
time), (3) any sale of registered shares (voting rights shares) of the Company with a nominal value of CHF 0.01 (the “Class B Shares”) among the Extended Founder Team, (4) a conversion of any number of Class B Shares into
Shares by any number of members of the Extended Founder Team, and/or (5) the Extended Founder Team holding directly or indirectly or becoming the beneficial owner of voting securities (including by way of subscribing new voting securities in
the Company) representing 50 % or more of the combined voting power of all outstanding voting securities of the Company at any point of time.

		
	 CO
	  	 shall mean the Swiss Code of Obligations from time to time in effect.

		
	 Company
	  	 shall mean On Holding AG with registered seat in Zurich, Switzerland.

		
	 Committee
	  	 shall mean the nomination and compensation committee of the Company as elected by the Company’s annual general
shareholders’ meeting and as instructed by the Board to administrate the Plan and to perform the functions set forth herein.
















			
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	Competitor	  	 shall mean a Participant who engages with or starts, within 365 days of the Termination Date, any company, entity or
activity which competes or would reasonably be expected to compete with the Company in the performance/running shoe business.

		
	Executive Committee	  	 shall mean the executive committee of the On Group as set forth in the organizational regulations of the On
Group.

		
	Extended Founder Team	  	 shall mean David Allemann, Olivier Bernhard, Caspar Coppetti, Marc Maurer and Martin Hoffmann.

		
	Fair Market Value	  	 shall mean, with respect to one Share: the closing sale price (or the closing bid, if no sales were reported) on such date,
as quoted on such stock exchange and reported in any source the Committee deems reliable, or if such Share is not listed or admitted for trading, the value established by the Board in good faith.

		
	Good Leaver	  	 shall mean, a Participant whose employment relationship with the Company or a Subsidiary is terminated (i) due to
death, (ii) Permanent Disability, (iii) retirement at legal age or (iv) by the Participant for Good Reasons.

		
	Good Reasons	  	 shall mean (i) a significant decrease in duties or responsibilities, (ii) a material reduction in compensation or
(iii) a material change in the geographic location at which the Participant provides the services; provided that any of the events or conditions described in subsections (i) through (iii) will only constitute Good Reasons if the Company or
Subsidiary fails to cure such event or condition (if susceptible to cure by the Company or Subsidiary) within thirty (30) days after the Company has received written notice from the Participant of the event which constitutes Good Reasons;
provided, further, that the Participant provides notice of Good Reasons within ninety (90) days of the initial existence of the event or condition constituting Good Reasons specifying the particular events or conditions which constitute Good
Reasons and the specific cure requested by the Participant.

		
	Granting Date	  	 shall mean the date on which an Award has been granted to a Participant pursuant to the Award Agreement.

		
	Medium Leaver	  	 shall mean a Participant whose employment relationship with the Company or a Subsidiary is terminated (i) by the
Company or a Subsidiary without Cause or (ii) by the Participant.
















			
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	Notification Date	  	 shall mean the date when notice of termination of employment of a Participant is given by the Participant, the Company or a
Subsidiary.

		
	On Group	  	 shall mean On Holding AG and all its Subsidiaries.

		
	Participants	  	 shall mean the members of the Executive Committee as well as the employees of the On Group that are participating in the
Plan (each a “Participant”).

		
	Performance Cycle	  	 shall mean a three year time period, beginning at January 1 of the year (n) in which an Award is granted and
ending at December 31 of year (n+2).

		
	Performance Conditions	  	 shall mean the conditions relevant for the vesting of the Performance Stock Units at the end of a Performance Cycle as set
out in (an annex to) the Award Agreement.

		
	Performance Stock Units	  	 shall mean an unsecured conditional right to receive a number of Shares in the future pursuant to the Performance
Conditions, terms and conditions of this Plan and the Award Agreement. Performance Stock Units do not provide the Participant with any shareholder rights such as dividends, voting rights or alike.

		
	Permanent Disability	  	 shall mean the incapacity to perform a majority of work-related duties during at least six consecutive months and no
reasonable expectation to returning to work, as a result of disability and as attested by qualified physician entrusted by the Committee.

		
	Plan	  	 shall mean this Long Term Incentive Plan 2021, dated as of September     , 2021 as amended
from time to time in accordance with its terms, and all annexes, as applicable, incorporated by reference hereto.

		
	Restricted Stock Units	  	 shall mean an unsecured conditional right to receive a number of Shares in the future pursuant to the terms and conditions
of this Plan and the Award Agreement. Restricted Stock Units do not provide the Participant with any shareholder rights such as dividends, voting rights or alike.

		
	Share	  	 shall mean a registered common share of the Company with a nominal value of CHF 0.10 (class A
share).
















			
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	Subsidiary	  	 shall mean any legal entity in which the Company directly or indirectly owns shares representing 50% or more of the total
combined voting rights of all classes of shares or securities with voting rights (collectively, the “Subsidiaries”).

		
	Tax Withholding	  	 shall mean any income/payroll taxes and/or social security contributions legally applicable to the Participant, which are
due upon vesting or settlement of an Award and for which the Company or a Subsidiary has a withholding and payment obligation under applicable Swiss or foreign laws.

		
	Termination Date	  	 shall mean the effective date of the termination of employment of a Participant.

		
	Vesting Date	  	 shall mean the date on which an Award vests in accordance with sections 5.2 and 6.3 of the Plan.

		
	Vesting Factor	  	 shall mean the percentage of payout as set out in (an annex to) the Award Agreement. It is determined based on the overall
target achievement and a straight line interpolation curve within the threshold, target and maximum values and may range between 0% - 200%.


  

	3.	 Eligibility 



Throughout the term of the Plan, the Board shall determine from time to time the conditions to be satisfied by a Participant to
be eligible for Awards at its sole discretion, taking into consideration the Participant’s role, function, individual performance as well as the best interest and the overall business development of the On Group. 

A prerequisite for receiving a grant of an Award under the Plan is an ongoing employment relationship under which no notice of
termination has been given by either the Participant or the Company or a Subsidiary on the Granting Date. 
  

	4.	 Awards 



Awards will be granted to Participants in accordance with the terms of the Plan. Any Award to a Participant having his/her
residence or work place in Switzerland shall always be deemed a gratuity or special reward (Gratifikation/Sondervergütung) within the meaning of art. 332d CO and not an element of salary. 














			
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	5.	 Restricted Stock Units 



 

	5.1.	 Grant 



Each grant of Restricted Stock Units to a Participant shall be valid only if evidenced in an Award Agreement. 

 

	5.2.	 Vesting 



Subject to the Participant’s continuous employment and the non-occurrence of a Bad
Leaver Event in respect of such Participant, 33 1/3% of the Restricted Stock Units granted to such Participant (rounded up to the next whole number) shall vest on the Granting Date and on the first anniversary of the Granting Date, so that on the
second anniversary of the Granting Date the last 33 1/3% (or such lower percentage, as the case may be, to account for any earlier upward rounding) of the Restricted Stock Units shall vest. 

 

	5.3.	 Settlement 



The Shares resulting from the vesting of the Restricted Stock Units will be issued/ transferred to the Participant at or as
soon as practicable after the Vesting Date, free of charge, subject to Tax Withholding according to section 12.2, into an individual account of the Participant with a bank chosen by the Company. Upon receipt of the Shares, Participants are entitled
to shareholder rights, including voting rights and receipt of dividends on their Shares (for the first time for the then current financial year of the Company). 

With the participation in the Plan, the Participant grants to the Company, a Subsidiary, or to the responsible Company or
Subsidiary representative, respectively, a power of attorney to perform in the name of the Participant all acts and sign all documents required in order to execute the Plan. 

With the participation in the Plan, the Participant explicitly consents to be registered in the Company’s share register
and declares that the Participant acquires and will hold the Shares in the Participants own name and for the Participant’s own account. 
  

	6.	 Performance Stock Units 



 

	6.1.	 Grant 



Each grant of Performance Stock Units to a Participant shall be valid only if evidenced in an Award Agreement. 














			
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	6.2.	 Establishment of Performance Conditions and Vesting Factor 



For each grant of Performance Stock Units, the Committee shall establish the applicable Performance Conditions (including type
and weighting) and Vesting Factor (including threshold, target and maximum values). The Performance Conditions and Vesting Factor shall be established by the Committee. Once established, the Performance Conditions and Vesting Factor shall not be
changed during the Performance Cycle. 
  

	6.3.	 Vesting 



Subject to the Participant’s continuous employment and the non-occurrence of a Bad
Leaver Event in respect of such Participant, the Performance Stock Units granted to such Participant shall vest in full on the third anniversary of the Granting Date, subject to the achievement of the Performance Conditions, measured over the
Performance Cycle, and the resulting Vesting Factor, as further described in the Participant’s Award Agreement. 
  

	6.4.	 Settlement 



The Shares resulting from the vesting of the Performance Stock Units will be issued/ transferred to the Participant at or as
soon as practicable after the Vesting Date, free of charge, subject to Tax Withholding according to section 12.2, into an individual account of the Participant with a bank chosen by the Company. Upon receipt of the Shares, Participants are entitled
to shareholder rights, including voting rights and receipt of dividends on their Shares (for the first time for the then current financial year of the Company). 

With the participation in the Plan, the Participant grants to the Company, a Subsidiary, or to the responsible Company or
Subsidiary representative, respectively, a power of attorney to perform in the name of the Participant all acts and sign all documents (e.g. subscription form) required in order to execute the Plan. 

With the participation in the Plan, the Participant explicitly consents to be registered in the Company’s share register
and declares that the Participant acquires and will hold the Shares in the Participants own name and for the Participant’s own account. 
  

	7.	 Restrictions as to transferability of Awards and Shares 



No Awards granted under this Plan shall be sold, pledged, assigned, encumbered, transferred, or disposed of in any manner other
than by will or inheritance laws. 
 Shares issued/transferred to Participants under the Plan are subject to customary
limitations in terms of transferability, such as a black out period, insider information and other applicable selling restrictions. 














			
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	8.	 Effect of Change of Control 



Upon occurrence of a Change of Control and unless decided otherwise by the Board in its discretion, this Plan shall terminate
as of the date of Change of Control and all Awards granted under this Plan shall – in deviation from sections 5.2 and 6.3 - vest as follows: 
  

	 	(i)	 The next tranche(s) of Restricted Stock Units scheduled to vest after the Change of Control shall vest in
full as of the date of Change of Control. Any other unvested Restricted Stock Units shall forfeit, without any indemnification, as of the Change of Control; 


  

	 	(ii)	 The target number of Performance Stock Units as set forth in the Participant’s Award Agreement shall
vest on a pro-rated basis as of the date of Change of Control. The pro-ration will be calculated based on the number of full months of the Participant’s
participation in the relevant Performance Cycle, divided by 36. Any other unvested Performance Stock Units shall forfeit, without any indemnification, as of the date of Change of Control. 



 

	9.	 Effect of Termination of Employment 



In case of termination of employment between a Participant and the Company or a Subsidiary, the following rules shall apply:

  

	9.1.	 Good Leaver 


  

	9.1.1.	 Restricted Stock Units 



A Participant qualifying as a Good Leaver shall automatically and immediately forfeit all un-vested Restricted Stock Units,
without any indemnification, as of the Termination Date. 
  

	9.1.2.	 Performance Stock Units 



 

	 	(i)	 In the event the Termination Date occurs more than 12 months before the end of a Performance Cycle, a
Participant qualifying as a Good Leaver shall automatically and immediately forfeit all unvested Performance Stock Units, without any indemnification as of the Termination Date; 



 

	 	(ii)	 In the event the Termination Date occurs within twelve months before the end of a Performance Cycle, a
Participant qualifying as a Good Leaver shall benefit from a pro-rated vesting of Performance Stock Units earned as of the Vesting Date. The proration will be calculated based on the number of Performance Stock Units that would have become vested if
no termination had occurred, multiplied by a percentage equal to the number of days of the Participant’s employment during the Performance Cycle divided by the total number of full days contained in the Performance Cycle. 
















			
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	9.2.	 Medium Leaver 



A Participant qualifying as a Medium Leaver shall automatically and immediately forfeit all unvested Restricted Stock Units
and/or Performance Stock Units, without any indemnification, as of the Termination Date. 
  

	9.3.	 Bad Leaver 



Upon and with effect as per the occurrence of a Bad Leaver Event, a Participant qualifying as a Bad Leaver shall automatically
and immediately forfeit all unvested Restricted Stock Units and/or Performance Stock Units, without any indemnification, as of the Notification Date. 
  

	10.	 Clawback Provision 



If a Participant has engaged in any acts of criminal conduct, fraud, ethical misconduct or other wrongdoing (irrespective of
such wrongdoing being intentional or not), which results in material harm to the Company or any Subsidiary or otherwise negatively affects legitimate interests of the Company, the Company has the right, but not the obligation, to revoke granted but
unvested Awards and if vested or transferred, demand repayment in cash or retransfer of Shares to the Company of all or any portion of any Awards that have been granted, vested and settled under this Plan during the previous three financial years.

 All actions taken under this clawback provision shall be determined and approved by the Board in its sole discretion. This
provision shall not preclude any other remedies available to the Company or a Subsidiary, including without limitation disciplinary or legal actions taken in accordance with respective law, company policy and regulations, as well as employment terms
and conditions. 
  

	11.	 Adjustment upon Changes in Capital Structure 



In the event of a change, other than a share capital increase, relating to the Shares through reclassification,
recapitalization, subdivision, stock dividend, stock split-up or otherwise in the Company’s corporate structure, the Committee shall, to the extent permissible by law, determine the appropriate
adjustments, if any, regarding the terms of this Plan and the Awards then outstanding with respect to the Performance Conditions, the number and class of Shares which are and thereafter will be subject to the Awards to ensure that the Participants
receive in respect of each Award, upon vesting, the same value that each Participant would have been entitled to receive without such change. 














			
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	12.	 Taxation and Social Security 



 

	12.1.	 In general 



Awards may be subject to income tax and/or social security. In Switzerland, Restricted Stock Units and Performance Stock Units
will be subject to Swiss income tax and Swiss social security contributions upon vesting. Social security contributions legally due will be borne by the relevant Subsidiary and the Participant in accordance with applicable law and regulations. 

Depending on the Participant’s residence, place of work or nationality, Awards may be subject to income tax and/or social
security contributions in jurisdictions other than Switzerland. Each Participant is responsible for a proper declaration and payment of his/her personal income taxes, including capital gains taxes, if any, that may arise from participation in the
Plan in any relevant jurisdiction. 
  

	12.2.	 Tax Withholding 



The Company or relevant Subsidiary may make such arrangements as it considers necessary to satisfy any Tax Withholding,
including withholdings of the Participant’s salary or the withholding and selling of Shares to meet such requirements. In any case, the Participant is and remains liable for any employee social security contributions and taxes arising from
participation in this Plan and shall pay such employee social security contributions and taxes (or accept any corresponding payroll deduction) when due and indemnify the Company or relevant Subsidiary for any liability or expenses incurred by them
related to the Tax Withholding. 
  

	13.	 No Entitlements 



 

	13.1.	 No Right to Future Grants 



The participation in this Plan shall not confer any right or entitlement to be granted any Awards in the future or to
participate in any future employee participation plan. 
  

	13.2.	 No Right to Continued Employment 



This Plan does not constitute an employment agreement. Nothing contained herein shall modify the terms of the
Participants’ respective employment or restrict the Company’s or Subsidiary’s right to terminate the employment relationship of any Participant at any time, with or without Cause, or to adjust the compensation of any Participant. 














			
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	14.	 Administration 



The Plan shall be administrated by the Committee. The Committee is authorized and shall have full power and authority, subject
to the provisions of the Plan, to establish such rules and regulations and nominate such persons or bodies as it may deem appropriate for the proper administration and operation of the Plan, and to make such determinations under, and such
interpretations of, and to take such steps in connection with, the Plan and the Awards granted thereunder as it may deem necessary or advisable. 

The Committee’s decisions, determinations and interpretations shall be final and binding on all Participants and any other
holders of Awards hereunder. 
  

	15.	 Amendment 



The Board may make any amendments to the Plan that may be necessary to comply with or conform to applicable laws. Furthermore,
the Board shall have the power to modify the Plan and to amend the terms of any Awards granted under the Plan to the extent such modifications and amendments would not adversely affect the Participant’s rights. 

 

	16.	 Effective Date and Term 



This Plan has been approved by the Board on September     , 2021. The Plan shall be effective
as of the initial public offering of the Company and shall remain effective until the later of termination by the Board or all Awards granted under the Plan have been vested, settled or have been forfeited, or otherwise canceled or lapsed. 

 

	17.	 Governing Law 



The Plan shall be subject to and governed by substantive Swiss law. 

* * * 














			
		  	

  
  

 

 Annex 1 

On Holding AG Long Term Incentive Plan 2021 

Supplement for Participants Subject to U.S. Taxation 

This supplement for Participants of the On Holding AG Long Term Incentive Plan 2021 subject to U.S. taxation (this
“U.S. Supplement”) sets forth additional terms and conditions that apply under the Plan solely to such Participants (each, a “U.S. Participant”). This U.S. Supplement is incorporated by reference into the Plan and
is considered a part of the Plan for all purposes. Capitalized terms used in this U.S. Supplement that are not defined herein shall have the respective meanings assigned to such terms in the Plan to which this U.S. Supplement is annexed. 

This U.S. Supplement modifies certain provisions of the Plan, and the terms of this U.S. Supplement shall be controlling in the
event of a conflict between the terms of the Plan and the terms reflected in this U.S. Supplement. In addition, the Committee shall have discretion to interpret and to make determinations regarding the terms and conditions of the Plan, this U.S.
Supplement, and any benefits provided to a U.S. Participant under the Plan. 
 The following provisions apply to any grant of
Awards to a U.S. Participant pursuant to the Plan: 
  

	1.	 For purposes of this U.S. Supplement, unless otherwise defined in an Award Agreement, capitalized terms used
herein shall have the meaning set forth below: 


  

			
	       Section 409A
	  	 shall mean Section 409A of the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and
guidance promulgated pursuant thereto.

		
	       Section 457A
	  	 shall mean Section 457A of the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and
guidance promulgated pursuant thereto.


  

	2.	 The definition of “Change of Control” is modified by adding the following to the end
thereof: 


 Notwithstanding anything to the contrary contained herein or any provision of any Award
Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A), if the event that constitutes such Change in
Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A), such amount shall not be
distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not
result in the Participant who holds such Award incurring interest or additional tax under Section 409A or Section 457A. 














			
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	3.	 The definition of “Good Leaver” is amended and restated as follows: 



“Good Leaver” shall mean a Participant whose employment relationship with the Company or a Subsidiary is
terminated (i) due to death, (ii) Permanent Disability, (iii) termination by the Company or a Subsidiary without Cause after the Participant reached age 65 or (iv) by the Participant for Good Reasons. 

 

	4.	 The definition of “Termination Date” is modified by adding the following to the end thereof
for all places where the term “Termination Date” is used except for when used in the “Competitor” definition: 



Notwithstanding anything to the contrary contained herein, with respect to any Award subject to Section 409A or
Section 457A (and not exempt therefrom), the Termination Date occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A). 

 

	5.	 The first sentence of Section 5.3 is modified to add the bold language: 



The Shares resulting from the vesting of the Restricted Stock Units will be issued/ transferred to the Participant at or as
soon as practicable after the Vesting Date, but in no event later than March 15 of the fiscal year following the Vesting Date, free of charge, subject to Tax Withholding according to section 12.2, into an individual account
of the Participant with a bank chosen by the Company. 
  

	6.	 The first sentence of Section 6.4 is modified to add the bold language: 



The Shares resulting from the vesting of the Performance Stock Units will be issued/ transferred to the Participant at or as
soon as practicable after the Vesting Date, but in no event later than March 15 of the fiscal year following the Vesting Date, free of charge, subject to Tax Withholding according to section 12.2, into an individual account
of the Participant with a bank chosen by the Company. 
  

	7.	 Sections 9.1.1, 9.1.2 and 9.2 are modified to replace the references to “Termination Date”
with “Notification Date.” 


  

	8.	 Section 11 is modified to add the bold language: 



In the event of a change, other than a share capital increase, relating to the Shares through reclassification,
recapitalization, subdivision, stock dividend, stock split-up or otherwise in the Company’s corporate structure, the Committee shall, subject to Section 18 and to the extent
permissible by law, determine the appropriate adjustments, if any, regarding the terms of this Plan and the Awards then outstanding with respect to the Performance Conditions, the number and class of Shares which are and thereafter will be subject
to the Awards to ensure that the Participants receive in respect of each Award, upon vesting, the same value that each Participant would have been entitled to receive without such change. 














			
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	9.	 A new Section 18 of the Plan is added to reflect the following:



 Section 18. Section 409A and Section 457A. With
respect to any Award subject to either Section 409A or Section 457A, the Plan is intended to comply with the requirements of Section 409A and Section 457A and the provisions of the Plan and any Award Agreement shall be
interpreted in a manner that satisfies the requirements of Section 409A and Section 457A, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict
with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything to the contrary contained herein, if the Board of Directors considers a Participant to be a
“specified employee” under Section 409A at the time of such Participant’s “separation from service” (as defined in Section 409A), and any amount hereunder is “deferred compensation” subject to
Section 409A, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such
“separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A. If an Award includes a “series of installment
payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of
separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a
Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. 

Notwithstanding anything to the contrary contained herein or otherwise, the tax treatment of the benefits provided under the
Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A and Section 457A. 
 Notwithstanding any
provision of this Plan to the contrary or any Award Agreement, in the event the Committee determines that any Award may be subject to Section 409A or Section 457A, the Committee may adopt such amendments to the Plan and the applicable
Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determined are necessary or appropriate to: 

 

	 	a.	 exempt the Award from Section 409A or Section 457A and/or preserve the intended tax
treatment of the benefits provided with respect to the Award; or 


  

	 	b.	 comply with the requirements of Section 409A or Section 457A and thereby avoid the
application of any adverse tax consequences under such Sections.