Exhibit 4.3 


 


ZURN WATER SOLUTIONS
CORPORATION


PERFORMANCE INCENTIVE
PLAN


(AS AMENDED AND RESTATED)


 


	1.	PURPOSE OF PLAN


 


The purpose of this Zurn Water
Solutions Corporation Performance Incentive Plan, as further amended and restated (formerly known as the Rexnord Corporation 2012 Performance
Incentive Plan) (this “Plan”), of Zurn Water Solutions Corporation, a Delaware corporation (the “Corporation”),
is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards
to attract, motivate, retain and reward selected employees and other eligible persons.


 


With respect to Performance -Based
Awards (as defined below) granted under the Plan pursuant to written binding contracts in effect on November 2, 2017 that are not
modified in any material respect on or after that date (“Grandfathered Awards”), references to Section 162(m)
of the Internal Revenue Code of 1986, as amended (the “Code”), in this Plan mean Code Section 162(m) as in effect
immediately prior to the enactment of the Tax Cuts and Jobs Act. With respect to any other award granted under this Plan that is not a
Grandfathered Award, references to Code Section 162(m) mean Code Section 162(m) as amended and in effect as of the applicable
date.


 


	2.	ELIGIBILITY


 


The Administrator (as such term
is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible
Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee
of the Corporation or any of its Subsidiaries; (b) a director of the Corporation or any of its Subsidiaries; or (c) an individual
consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities
of the Corporation or any of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation
or any of its Subsidiaries) to the Corporation or any of its Subsidiaries and who is selected to participate in this Plan by the Administrator;
provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if
such participation would not adversely affect either the Corporation’s eligibility to use Form S-8 to register under the
Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan
by the Corporation or the Corporation’s compliance with any other applicable laws. An Eligible Person who has been granted an award
(a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used
herein, “Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power
is beneficially owned directly or indirectly by the Corporation; and “Board” means the Board of Directors of the Corporation.


 


	3.	PLAN ADMINISTRATION


 


	 	3.1	The Administrator. This Plan shall
    be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator”
    means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer
    all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of
    directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so
    constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by
    Section 157(c) of the Delaware General Corporation Law and any other applicable law, to one or more officers of the
    Corporation, its powers under this Plan (a) to designate the officers and employees of the Corporation and its Subsidiaries who
    will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.


 






     


     


    

 


With respect to awards intended
to satisfy the requirements for performance-based compensation under Code Section 162(m), this Plan shall be administered by a committee
consisting solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code); provided, however,
that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized and
acting in the matter. Award grants, and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the Board or
a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated
under the Exchange Act). To the extent required by any applicable listing agency, the Securities and Exchange Commission (the “SEC”)
or by law, this Plan shall be administered by a committee composed entirely of independent (or such similar term) directors (within the
meaning assigned thereto by the applicable listing agency, the SEC or by law).


 


	 	3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:


 


	 	(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan;


 


	 	(b)	grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards;


 


	 	(c)	approve the forms of award agreements (which need not be identical either as to type of award or among participants);


 


	 	(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;


 


	 	(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;


 


	 	(f)	accelerate or extend the vesting or exercisability or extend the term
    of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;



 






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	 	(g)	adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6, and provided, however, that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a “repricing” (by amendment, substitution, cancellation and regrant, exchange or other means) of the per share exercise or base price of any option or stock appreciation right, as applicable;


 


	 	(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);


 


	 	(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7;


 


	 	(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration, provided, however, that in no case without stockholder approval shall the Corporation effect a “repricing” of a stock option or stock appreciation right granted under this Plan by purchasing the option or stock appreciation right at a time when the exercise or base price of the award is greater than the fair market value of a share of Common Stock; and


 


	 	(k)	determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will be determined.


 


	 	3.3	Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. None of the Board nor any Board committee nor the Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.


 


	 	3.4	Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.


 


	 	3.5	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.


 






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	4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS


 


	 	4.1	Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation’s authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.


 


	 	4.2	Share Limits. The maximum number of shares of Common Stock that may be delivered on and after October 4, 2021 pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is 12,813,932 shares of Common Stock.


 


The following limits also apply
with respect to awards granted under this Plan:


 


	 	(a)	The maximum number of shares of Common Stock that may be delivered on and after October 4, 2021 pursuant to options qualified as incentive stock options granted under this Plan is 12,813,932 shares.


 


	 	(b)	The maximum number of shares of Common Stock subject to options and stock appreciation rights that are granted during any calendar year to any individual under this Plan is 3,458,582 shares, and the maximum number of shares of Common Stock subject to all awards that are granted during any calendar year to any individual, including options and stock appreciation rights, is 4,475,812 shares. These limits do not apply, however, to shares delivered in respect of compensation earned but deferred.


 


	 	(c)	The maximum number of shares of Common Stock subject to all awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code (“Performance-Based Awards”) granted during any calendar year to any individual under this Plan (other than Qualifying Options and Qualifying SARs, as defined in Section 5.2, and cash awards) is 1,000,000 shares.


 


	 	(e)	The maximum amount of compensation to be paid to any one participant in respect of all Performance-Based Awards payable only in cash and not related to shares of Common Stock and granted to that participant in any one calendar year shall not exceed $5,000,000.


 


	 	(f)	The maximum number of shares of Common Stock that may be issued with a vesting period of less than one year is five percent of the shares available under the Plan.


 


Each of the foregoing numerical
limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.11. Performance-Based Awards
that are cancelled during the year shall be counted against the above limits to the extent required by Section 162(m) of the Code.


 


	 	4.3	Awards Settled in Cash, Reissue of Awards and
    Shares. Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are
    cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall again
    be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as
    full or partial payment in connection with any award under this Plan as well as any shares exchanged by a participant or withheld by
    the Corporation or any of its Subsidiaries to satisfy the tax withholding obligations related to any award, including underlying
    shares exchanged or withheld in connection with a cashless exercise or net settlement of an award, shall count against the limits of Section 4.2 and shall not be available for subsequent awards under this Plan. Shares subject to a stock appreciation right that are not delivered upon exercise shall be deemed to be delivered for purposes of the Plan and therefore shall count against the limits of Section 4.2 and shall not be available for subsequent awards under this Plan. Refer to Section 8.11 for application of the foregoing share limits with respect to assumed awards. The foregoing adjustments to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based compensation thereunder.


 






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	 	4.4	Reservation of Shares; No Fractional Shares; Minimum Issue. The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. No fewer than 100 shares may be purchased on exercise of any award (or, in the case of stock appreciation or purchase rights, no fewer than 100 rights may be exercised at any one time) unless the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.


 


	5.	AWARDS


 


	 	5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or any of its Subsidiaries. The types of awards that may be granted under this Plan are:


 


5.1.1    Stock
Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified
period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422
of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for
an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum
term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less
than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise
price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with
Section 5.5.


 


5.1.2    Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the
applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds
$100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of
the Corporation or any of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the
meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified
stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall
be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the
Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as
shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or any of its
subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which
generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each
subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). There shall be imposed in any
award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an
 “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person
who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding
Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the
exercise price of such option is at least 110% of the fair market value of the stock subject to the option and such option by its
terms is not exercisable after the expiration of five years from the date such option is granted.


 






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5.1.3    Stock
Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or
Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR is exercised
over the “base price” of the award, which base price shall be set forth in the applicable award agreement and shall
be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The maximum term of a SAR shall
be ten (10) years.


 


5.1.4    Other
Awards. The other types of awards that may be granted under this Plan include: (a) stock bonuses, restricted stock or
restricted stock units, performance stock or performance stock units, stock units, phantom stock, dividend equivalents, or similar rights
to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock, upon the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any
similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon; or (c) cash awards
granted consistent with Section 5.2 below.


 


	 	5.2	Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed in Section 5.1.4 above may but are not required to be, and options and SARs granted to officers and employees (“Qualifying Options” and “Qualifying SARS,” respectively) typically will be, granted as awards intended to qualify as Performance-Based Awards. The grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative to a targeted level or level using one or more of the Business Criteria set forth below (on an absolute or relative basis) for the Corporation on a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions or business units, or any combination of the foregoing. Any Qualifying Option or Qualifying SAR shall be subject only to the requirements of Section 4.2, 5.2.1 and 5.2.3 in order for such award to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Any other Performance-Based Award shall be subject to all of the following provisions of this Section 5.2.


 


5.2.1    Class;
Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers and
employees of the Corporation or any of its Subsidiaries. The Administrator approving Performance-Based Awards or making any certification
required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance-based
compensation under Section 162(m) of the Code.


 


5.2.2    Performance
Goals. The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs)
shall be, on an absolute or relative basis, established based on one or more of the following business criteria with respect to the
Corporation or any one or more Subsidiaries or other business units or product lines of the Corporation, or per share
(“Business Criteria”) as selected by the Administrator in its sole discretion: earnings; cash flow (which means
cash and cash equivalents derived from either net cash flow from operations or net cash flow from operations, financing and
investing activities and includes de-levered cash flow); total stockholder return; gross revenue; revenue growth;
operating income (before or after taxes); net earnings (before or after interest, taxes, depreciation and/or amortization); return
on equity, capital, assets or net investment; cost, expense or debt containment, reduction or ratios; working capital; quantifiable
customer satisfaction or market share; economic profit; economic value added; order intake; asset utilization; inventory;
quantifiable brand awareness; or any combination thereof; or, with respect to awards that are not Grandfathered Awards, any other
criteria the Committee deems appropriate. These terms are used as applied under generally accepted accounting principles or in the
financial reporting of the Corporation or of its Subsidiaries. The applicable Business Criterion (or Business Criteria, as the case
may be) and specific performance goal or goals (“targets”) for Grandfathered Awards were established and approved by the
Administrator during the first 90 days of the performance period (and, in the case of performance periods of less than one year, in
no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remained
substantially uncertain within the meaning of Section 162(m) of the Code. Performance targets shall be adjusted to mitigate the
unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not
foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets. The
applicable performance measurement period may not be less than three months nor more than 10 years.


 






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5.2.3    Form
of Payment. Grants or awards under this Section 5.2 may be paid in cash or shares of Common Stock or any combination
thereof.


 


5.2.4    Certification
of Payment. Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options and Qualifying
SARs) is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m)
of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based
Award were in fact timely satisfied.


 


5.2.5    Reservation
of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual
awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole
discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions
or otherwise.


 


5.2.6    Expiration
of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the
Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning
of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the Corporation’s
stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders first approve this Plan, subject
to any subsequent extension that may be approved by stockholders. This Section 5.2.6 shall not affect the Administrator’s authority
to grant new awards that are not intended to qualify as performance-based compensation within the meaning of Section 162(m) of the
Code.


 


	 	5.3	Award Agreements. Each award shall be evidenced by
    either (1) a written award agreement in a form approved by the Administrator and executed by the Corporation by an officer duly
    authorized to act on its behalf, or (2) an electronic notice of award grant in a form approved by the Administrator and recorded by the Corporation (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under this Plan generally (in each case, an “award agreement”), as the Administrator may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require. The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute any or all award agreements on behalf of the Corporation. The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan.


 






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	 	5.4	Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.


 


	 	5.5	Consideration for Common Stock or Awards. The purchase price for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods:


 


	 	(i)	services rendered by the recipient of such award;


 


	 	(ii)	cash, check payable to the order of the Corporation, or electronic funds transfer;


 


	 	(iii)	notice and third party payment in such manner as may be authorized by the Administrator;


 


	 	(iv)	the delivery of previously owned shares of Common Stock;


 


	 	(v)	by a reduction in the number of shares otherwise deliverable pursuant to the award; or


 


	 	(vi)	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.


 


In no event shall any shares newly-issued
by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration
permitted by applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair
market value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives full payment
of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to
exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may
at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award or shares by any method
other than cash payment to the Corporation.


 


	 	5.6	Definition of Fair Market Value. For purposes of
    this Plan, “fair market value” shall mean, unless otherwise determined or provided by the Administrator in the
    circumstances, the closing price (in regular trading) for a share of Common Stock as furnished by the New York Stock Exchange (the
    “Exchange”) for the date in question or, if no sales of Common Stock were reported by the Exchange on that date,
    the closing price (in regular trading) for a share of Common Stock as furnished by the Exchange for the next preceding day on which
    sales of Common Stock were reported by the Exchange. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for a share of Common Stock as furnished by the Exchange on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock as furnished by the Exchange for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the Exchange as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).


 






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	 	5.7	Transfer Restrictions.


 


5.7.1    Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7 or required by applicable
law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or
shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.7.2    Exceptions. The
Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such
conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish
in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and shall not be for
value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of
the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.7.3    Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:


 


	 	(a)	transfers to the Corporation (for example, in connection with the expiration or termination of the award),


 


	 	(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,


 


	 	(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member), or to a grantor trust established by the participant, if approved or ratified by the Administrator,


 


	 	(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or


 


	 	(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.


 


	 	5.8	International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or any of its Subsidiaries outside of the United States. To assure the viability of awards granted to participants employed in foreign countries, the Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative versions of this Plan as it determines is necessary or appropriate for such purposes. Any such supplement, amendment, restatement or alternative version that the Administrator approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan in any other country.


 






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	6.	EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS


 


	 	6.1	General. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. Section 7.3 sets forth the effect of certain terminations of employment following a Change in Control, as defined thereunder. If the participant is not an employee of the Corporation or any of its Subsidiaries and provides other services to the Corporation or any of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or any of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.


 


	 	6.2	Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or any of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or any of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Corporation or any of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or any of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the applicable award agreement.


 


	 	6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction.


 


	7.	ADJUSTMENTS; ACCELERATION


 


	 	7.1	Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock; or any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in  respect of the Common Stock; then the Administrator shall equitably and proportionately adjust: (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding awards. 



 






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Unless otherwise expressly provided
in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction
described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety,
the Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding Performance-Based
Awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding Performance-Based
Awards.


 


It is intended that, if possible,
any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including,
without limitation and as applicable in the circumstances, Section 424 of the Code, Section 409A of the Code and Section 162(m)
of the Code) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.


 


Without limiting the generality
of Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant
to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.


 


	 	7.2	Corporate Transactions - Assumption and Termination of Awards. Upon the occurrence of a Change in Control, as defined below, the Administrator may make provision for a cash payment in settlement of or in consideration for the termination of, or for assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Without limiting the preceding provision, in connection with any Change in Control, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances.


 


The Administrator may adopt such
valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of
options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any
of the per share amount payable upon or in respect of such event over the exercise or base price of the award.


 


In any
of the Change in Control events referred to in this Section 7.2, the Administrator may take such action contemplated by this
Section 7.2 prior to such Change in Control (as opposed to on the occurrence of such Change in Control) to the extent that the
Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to
the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur
immediately prior to the applicable Change in Control and/or reinstate the original terms of the award if a Change in Control giving
rise to an acceleration does not occur.


 


Without limiting the generality
of Section 3.3, any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be
conclusive and binding on all persons.


 






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As used herein, “Change
in Control” means any of the following events:


 


	 	(a)	The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (i) the then-outstanding shares of Common Stock (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (c) of this definition;


 


	 	(b)	The cessation for any reason of individuals who, as of the Effective Date, as defined below, constitute the Board (the “Incumbent Board”) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;


 


	 	(c)	The consummation of a reorganization, merger or
    consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business
    Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals
    and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation
    Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of,
    respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities
    entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business
    Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or
    substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same
    proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and
    Outstanding Corporation Voting Securities, as the case may be, and (2) at least a majority of the members of the board of
    directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


 


	 	(d)	The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.


 


 


	 	7.3	Corporate Transaction - Qualifying Termination of Employment and Accelerated Vesting. Unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the award or (unless the Administrator has provided for the termination of the award) the award would otherwise continue in accordance with its terms as described in Section 7.2, then upon a Participant’s “involuntary termination” of employment with the Corporation and all of its Subsidiaries (or any successor employer thereto) during the period commencing 90 days prior to and ending on the second anniversary of the date of a Change in Control (the “Protection Period”), subject to Section 7.4 and unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested, all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award. For purposes of the preceding sentence, with respect to outstanding awards that are subject to performance-based vesting conditions, vesting shall be based on the greater of (i) the target performance level or (ii) the actual performance measured through the date of employment termination or, if termination of employment precedes the Change in Control, upon the Change in Control, unless otherwise provided in an applicable employment agreement or award agreement. For purposes of this Section 7.3, a participant shall have an “involuntary termination” of employment if his or her employment is terminated by the Corporation or a Subsidiary without Cause or by the participant for Good Reason. Termination of employment due to death or disability shall not be considered an involuntary termination.


 






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Unless otherwise provided in an
award agreement, “Cause” means any of the following:


 


	 	(a)	A participant’s willful and continued failure to perform substantially his or her duties owed to the Corporation or a Subsidiary after a written demand for substantial performance is delivered to the participant specifically identifying the nature of such unacceptable performance and is not cured by the participant within a reasonable period, not to exceed 30 days;


 


	 	(b)	A participant is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude;


 


	 	(c)	A participant has engaged in conduct that constitutes gross misconduct in the performance of his or her employment duties; or


 


	 	(d)	A participant breaches any representation, warranty or covenant under an award agreement or an employment agreement or other agreement or arrangement with the Corporation or a Subsidiary.


 


An act or omission by a participant
shall not be “willful” if conducted in good faith and with the participant’s reasonable belief that such conduct is
in the best interests of the Corporation or a Subsidiary.


 


As used herein, “Good
Reason” means, without the express written consent of a participant, the occurrence of any of the following events during a
Protection Period:


 


	 	(a)	The participant’s base salary or target annual bonus opportunity under the Corporation’s Management Incentive Compensation Plan or other similar annual bonus plan of the Corporation or a Subsidiary is materially reduced;


 


	 	(b)	The participant’s duties or responsibilities are negatively and materially changed in a manner inconsistent with the participant’s position (including status, offices, titles, and reporting responsibilities) or authority; or


 


	 	(c)	The Corporation or a Subsidiary requires a participant’s principal office to be relocated more than 50 miles from its location as of the date immediately preceding a Change in Control.


 


Notwithstanding the foregoing,
Good Reason shall not exist unless the participant provides the Board of Directors of the Corporation not less than 30 nor more than 90
days’ written notice, with specificity, of the grounds constituting Good Reason and an opportunity for a period of at least 30 days
during such notice period for the Corporation to cure such grounds, and the Corporation fails to cure such grounds within the prescribed
time period. Such notice shall be given within 90 days following the initial existence of such grounds constituting Good Reason for such
notice and subsequent termination, if not so cured above, to be effective.


 






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	 	7.4	Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 or 7.3 by express provision in the award agreement, may delay the payment or settlement of any award to the extent required to comply with Code Section 409A, and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.


 


	 	7.5	Golden Parachute Limitation. Notwithstanding anything else contained in this Section 7 to the contrary, in no event shall any award or payment be accelerated under this Plan to an extent or in a manner so that such award or payment, together with any other compensation and benefits provided to, or for the benefit of, the participant under any other plan or agreement of the Corporation or any of its Subsidiaries, would not be fully deductible by the Corporation or any of its Subsidiaries for federal income tax purposes because of Section 280G of the Code. If a participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then, subject to compliance with Section 409A of the Code, the participant may by written notice to the Corporation designate the order in which such parachute payments will be reduced or modified so that the Corporation or any of its Subsidiaries is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code. Notwithstanding the foregoing, if a participant is a party to an employment or other agreement with the Corporation or any of its Subsidiaries, or is a participant in a severance program sponsored by the Corporation or any of its Subsidiaries, that contains express provisions regarding Section 280G and/or Section 4999 of the Code (or any similar successor provision), or the applicable award agreement includes such provisions, the Section 280G and/or Section 4999 provisions of such employment or other agreement or plan, as applicable, shall control as to the awards held by that participant (for example, and without limitation, a participant may be a party to an employment agreement with the Corporation or any of its Subsidiaries that provides for a “gross-up” as opposed to a “cut-back” in the event that the Section 280G thresholds are reached or exceeded in connection with a change in control and, in such event, the Section 280G and/or Section 4999 provisions of such employment agreement shall control as to any awards held by that participant).


 


	8.	OTHER PROVISIONS


 


	 	8.1	Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or any of its Subsidiaries, provide such assurances and representations to the Corporation or any of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.


 


	 	8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.


 


	 	8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or any of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or any of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.


 






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	 	8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or any of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or any of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.


 


	 	8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, the Corporation or any of its Subsidiaries shall have the right at its option to:


 


	 	(a)	require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or any of its Subsidiaries may be required to withhold with respect to such award event or payment; or


 


	 	(b)	deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary, as the case may be) at least the minimum amount of any taxes which the Corporation or any of its Subsidiaries may be required to withhold with respect to such cash payment.


 


In any case where a tax is required
to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion
(subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect,
pursuant to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number of shares
to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value
or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy applicable withholding obligation
on exercise, vesting or payment.


 


	 	8.6	Effective Date, Termination and Suspension, Amendments.


 


8.6.1    Effective
Date. This amended and restated Plan is effective as of the date of stockholder approval (i.e., July 25, 2019) (the
 “Effective Date”). Unless earlier terminated by the Administrator, this Plan shall terminate at the close of business
on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated expiration date
or its earlier termination by the Administrator, no additional awards may be granted under this Plan, but previously granted awards (and
the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance
with their applicable terms and conditions and the terms and conditions of this Plan.


 


8.6.2    Administrator
Authorization. The Administrator may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in
whole or in part. No awards may be granted during any period that the Administrator suspends this Plan.


 


8.6.3    Stockholder
Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162,
422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Administrator,
any amendment to this Plan shall be subject to stockholder approval.


 






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8.6.4    Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of
this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator
in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections
3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing
of an award is subject to the limitations set forth in Section 3.2(g).


 


8.6.5    Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award
agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or
benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such
change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments
for purposes of this Section 8.6.


 


	 	8.7	Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.


 


	 	8.8	Governing Law; Construction; Severability.


 


8.8.1    Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provisions.


 


8.8.2    Severability. If
a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue
in effect.


 


8.8.3    Plan
Construction.


 


	 	(a)	Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.


 


	 	(b)	Section 162(m). Awards under Section 5.1.4 to persons described in Section 5.2 that are either granted or become vested, exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying Options and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Corporation that (to the extent the Corporation or any of its Subsidiaries or awards under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and any other Performance-Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).


 






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	 	(c)	Section 409A. It is the intent of the Corporation that the awards under this Plan and the Committee’s exercise of authority or discretion with respect thereto shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. The Plan and the terms and conditions of the awards granted under this Plan shall be construed and interpreted consistent with that intent.


 


	 	8.9	Clawback. The awards granted under this Plan are subject to the terms of the Corporation’s recoupment, clawback or similar policies as may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).


 


	 	8.10	Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.


 


	 	8.11	Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or any of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or any of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or any of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.


 


	 	8.12	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.


 


	 	8.13	No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.


 






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	 	8.14	Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or its Subsidiaries.


*    *    *


 






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