EX-10.1






Exhibit 10.1




HARRIS CORPORATION

2015 EQUITY INCENTIVE PLAN




1. Purpose of the Plan. The purpose of the Harris Corporation 2015 Equity Incentive Plan is to
promote the long-term growth and performance of the Company and thereby increase shareholder value
by enabling grants of long-term incentive awards to officers, employees and directors. The Plan is
intended to: (i) further align the interests of officers, employees and directors with those of the
shareholders by providing incentive compensation opportunities which may be tied to the performance
of the Common Stock and by encouraging Common Stock ownership by officers, employees, and
directors; and (ii) assist in attracting, retaining and motivating selected individuals.



2. Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the
meanings specified below:



“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is
under common control with, the Company, as determined by the Board Committee.



“Award” means a Cash-Based Unit, Deferred Unit, Option, Performance Share, Performance Unit,
Restricted Share, Restricted Unit, Stock Appreciation Right, or other Share-Based Award granted
under the Plan.



“Award Agreement” means any written or electronic agreement or other certificate, instrument,
notice or document setting forth the terms and conditions of an Award granted to a Participant and
includes any Cash-Based Unit Award Agreement, Deferred Unit Award Agreement, Option Agreement,
Performance Share Award Agreement, Performance Unit Award Agreement, Restricted Share Award
Agreement, Restricted Unit Award Agreement, and Stock Appreciation Right Agreement. The Board
Committee may, but need not, require an Award Agreement to be signed or acknowledged by a
Participant as a precondition to receiving or retaining an Award.



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



“Board Committee” means a committee of the Board designated by the Board to administer the
Plan which shall be comprised solely of three or more Independent Directors, and which initially
shall be the Management Development and Compensation Committee of the Board.



“Cash-Based Unit” means an award denominated in units, granted pursuant to Section 5.1, where
each unit is equal in value to $1.00 or such other value as is determined by the Board Committee.



“Cash-Based Unit Award Agreement” shall have the meaning set forth in Section 5.1.



“Cause” means, unless otherwise defined in an Award Agreement with respect to any Participant,
either: (i) if such Participant is a party to an employment agreement with the Company or any
Subsidiary or Affiliate (other than an executive change in control severance agreement) and such
agreement defines “cause,” the definition contained therein; or (ii) if no such agreement exists,
or if such agreement does not define “cause”: (A) a substantial and continuing failure or refusal
by such Participant to perform the material duties of his or her position, or to perform specific
directives from such Participant’s supervisor that are consistent with such Participant’s position
(other than a failure resulting from such Participant’s disability); (B) any conduct that results
in or is reasonably likely to result in harm to the reputation or business of the Company or any
Subsidiary or Affiliate; (C) deliberate, willful or gross negligence or misconduct with respect to
the Company or any Subsidiary or Affiliate; (D) any act of fraud, dishonesty, embezzlement, theft
or unethical business conduct by such Participant in connection with his or her duties or such
Participant’s admission or conviction of, or plea of nolo contendere with respect to, a felony or
any crime involving moral turpitude, fraud, dishonesty, embezzlement, theft or misrepresentation;
or (E) willful violation by such Participant of a material policy that is generally applicable to
all or similarly situated employees of the Company, a Subsidiary or an Affiliate, including the
Company’s Code of Conduct. Determination of whether Cause exists shall be made by the Board
Committee or by the Company’s management in its sole discretion.



“Change in Control” shall have the meaning set forth in Section 11.1.



“Code” means the Internal Revenue Code of 1986, as amended.



“Common Stock” means the common stock of the Company, $1.00 par value per share, or such other
class of shares or securities as to which the Plan may be applicable pursuant to Section 3.2.



“Company” means Harris Corporation, a Delaware corporation.



“Deferred Unit” means an award denominated in units, granted pursuant to Section 10.1, where
each unit is equal in value to one Share.



“Deferred Units Account” means a bookkeeping account in the name of a Non-Employee Director
established pursuant to Section 10.1 to which Deferred Units are credited.



“Deferred Unit Award Agreement” shall have the meaning set forth in Section 10.1.



“Director” means a member of the Board.



“Dividend Equivalents” means, on any record date, the amount of cash or other distributions
(but excluding any distributions of Common Stock) equal in value to the dividends or distribution
payable on Shares as declared by the Board with respect to such dividend or distribution payment
date.



“Employee” means an employee of the Company, any Subsidiary or any Affiliate, including any
officers or Executive Officers, who is treated as an employee in the personnel records of the
Company or its Subsidiaries or Affiliates for the relevant period, but shall exclude individuals
who are classified by the Company, any Subsidiary or any Affiliate as (i) leased or otherwise
employed by a third party; (ii) independent contractors; or (iii) intermittent or temporary, in
each case even if any such classification is changed retroactively as a result of an audit,
litigation, or otherwise. Notwithstanding the foregoing, for purposes of Awards made pursuant to
Section 12(b), the term “Employee” shall also include any person who provides services to the
Company, any Subsidiary or any Affiliate that are equivalent to those typically provided by an
employee.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Executive Officer” means any Participant the Board has designated as an executive officer of
the Company for purposes of reporting under Section 16 of the Exchange Act.



“Fair Market Value” means, as of any particular date, the fair market value of a Share on such
date as determined by the Board Committee in accordance with Section 409A of the Code. Unless
otherwise determined by the Board Committee, the fair market value of a Share shall be the closing
price per Share as reported on the New York Stock Exchange consolidated transaction reporting
system on the applicable date or, if no such closing price is available on such date, on the
preceding day upon which such closing price is available.



“Full-Value Awards” means Awards that result in the Company transferring the full value of any
underlying Share granted pursuant to an Award. Full-Value Awards will include all Cash-Based Units,
Deferred Units, Performance Shares, Performance Units, Restricted Shares, Restricted Units, and all
other Share-Based Awards, but will not include Options or SARs.



“Grant Date” means the date on which the grant of an Award is made by the Board Committee, or
such later date as the Board Committee may specify to be the effective date of an Award.



“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Code.



“Independent Director” means a Director who is not an Employee and who is intended to qualify
as (i) a “non-employee director” under Rule 16b-3(b)(3) under the Exchange Act, (ii) an “outside
director” under Section 162(m) of the Code, and (iii) an “independent director” under the rules and
listing standards adopted by the New York Stock Exchange or any other exchange upon which the
Common Stock is listed for trading.



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



“Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.



“Option” means an option to purchase Shares granted pursuant to Section 7.1. Options granted
under the Plan may be Incentive Stock Options or Non-Qualified Stock Options.



“Option Agreement” shall have the meaning set forth in Section 7.1.



“Option Price” means the purchase price of each Share underlying an Option.



“Participant” means any Employee or Non-Employee Director holding an outstanding Award.



“Performance Objectives” means the performance objectives established pursuant to the Plan for
Participants who have received Awards that are subject to the achievement of performance
objectives. Performance Objectives may be described in terms of Company-wide objectives or
objectives that are related to the performance of the individual Participant or the Subsidiary,
Affiliate, segment, division, business unit, department, geography or function with the Company in
which the Participant is employed or any combination of the foregoing. Performance Objectives may
be measured on an absolute or relative basis. Relative performance may be measured by a group of
peer companies or by a financial market index. The Board Committee may grant Awards subject to
Performance Objectives that are Qualified Performance-Based Awards or are not Qualified
Performance-Based Awards. Any Performance Objectives applicable to a Qualified Performance-Based
Award shall be based on one or more, or a combination, of the following criteria: return on equity;
diluted earnings per share; earnings per share growth; total earnings; earnings growth; return on
capital; return on invested capital; return on assets; return on sales; earnings before interest
and taxes; earnings before interest, taxes, depreciation and amortization; revenue; revenue growth;
expenses; gross margin; return on investment; increase in the fair market value of shares; share
price (including, but not limited to, growth measures and total shareholder return); operating
profit; net earnings; profit margin; new product introduction; business efficiency measures;
sustainability, including energy or materials utilization; cash flow (including, but not limited
to, operating cash flow and free cash flow); inventory turns; financial return ratios; market
share; earnings measures/ratios; economic value added; working capital metrics or other balance
sheet measurements (such as receivable turnover); internal rate of return; customer satisfaction
surveys; synergies and run-rate synergies; operating ratios; borrowing levels, leverage ratios or
credit ratings; acquisitions or divestitures; recapitalizations; overhead or expense containment or
reduction; or productivity. Performance Objectives may be applied on a pre- or post-tax basis.
Performance Objectives applicable to Awards that are not Qualified Performance-Based Awards shall
not be limited to the categories listed above, and with respect to such Awards the Board Committee
may designate any other types or categories of Performance Objectives as it shall determine,
including categories involving individual performance and subjective targets. With respect to an
Award intended to be a Qualified Performance-Based Award, the Board Committee shall establish in
writing the Performance Objectives and any related formula or matrix not later than ninety (90)
calendar days after the beginning of the Performance Period and otherwise shall satisfy the
applicable requirements under Section 162(m) of the Code.



“Performance Period” means the period of time (not less than one year) established by the
Board Committee for achievement of Performance Objectives under Section 5.1.



“Performance Share” means an award granted pursuant to Section 5.1 of actual Shares issued to
a Participant that is evidenced by book-entry registration or a certificate in the name of the
Participant and to be settled in Shares.



“Performance Share Award Agreement” shall have the meaning set forth in Section 5.1.



“Performance Unit” means an award, denominated in units, granted pursuant to Section 5.1,
where each unit is equal in value to one Share.



“Performance Unit Award Agreement” shall have the meaning set forth in Section 5.1.



“Permitted Transferees” shall have the meaning set forth in Section 13.5.



“Plan” means this Harris Corporation 2015 Equity Incentive Plan, as amended from time to time.



“Plan Effective Date” shall have the meaning set forth in Section 13.17(a).



“Predecessor Plan” shall mean the Harris Corporation 2005 Equity Incentive Plan (the “2005
Equity Incentive Plan”), as in effect on the Plan Effective Date.



“Qualified Performance-Based Award” means any Award or portion of an Award that is intended to
satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the
Code.



“Restricted Share” means an award granted pursuant to Section 6.1 of actual Shares issued to a
Participant that is evidenced by book-entry registration or a certificate in the name of the
Participant and to be settled in Shares.



“Restricted Share Award Agreement” shall have the meaning set forth in Section 6.1.



“Restricted Unit” means an award, denominated in units, granted pursuant to Section 6.1, where
each unit is equal in value to one Share.



“Restricted Unit Award Agreement” shall have the meaning set forth in Section 6.1.



“Restriction Period” means the period of time specified in an Award Agreement during which
certain restrictions as to vesting and as to the sale, transfer, assignment, pledge, encumbrance or
other disposition of Restricted Share or Restricted Units awarded under the Plan remain in effect
under Section 6.1. If the Restriction Period will lapse by the passage of time, each such grant or
sale of Restricted Share or Restricted Units will be subject to a Restriction Period of not less
than three years, as determined by the Board Committee at the Grant Date, but to the extent
permitted by Section 409A of the Code, such Restriction Period may be modified or lapse earlier in
the event of a Change in Control or on the death, disability, retirement or termination of
employment of a Participant.



“Share-Based Award” means any award granted under Section 9.



“Share Change” shall have the meaning set forth in Section 3.2.



“Shares” means shares of Common Stock, subject to adjustments made under Section 3.2 or by
operation of law.



“Stock Appreciation Right” or “SAR” means the right to receive a cash payment and/or Shares
from the Company equal in value to the excess of the Fair Market Value of a stated number of Shares
at the exercise date over a fixed price for such Shares, which right is granted pursuant to Section
8.1.



“Stock Appreciation Right Agreement” shall have the meaning set forth in Section 8.1.



“Subsidiary” means any entity of which the Company owns or controls, either directly or
indirectly, 50% or more of the outstanding shares of stock normally entitled to vote for the
election of directors or of comparable equity participation and voting power; provided that in the
case of an Incentive Stock Option, “Subsidiary” means a “subsidiary corporation,” whether now or
hereafter existing as defined in Section 424(f) of the Code.



“Substitute Awards” means Awards granted in assumption of, or in substitution or exchange for,
outstanding awards previously granted by an entity acquired by the Company or with which the
Company combines. Any such assumption, substitution or exchange shall occur in compliance with the
requirements of Section 409A of the Code (to the extent applicable thereto), including without
limitation, with respect to Options and SARs, the requirements of Treasury Regulation
§1.409A-1(b)(5)(v)(D).




	3.	 	Shares Subject to Plan.





3.1 Shares Available for Awards.



(a) Maximum Share Limitations. Subject to adjustment as provided in Section 3.2, the maximum
aggregate number of Shares that may be issued or delivered under the Plan shall not exceed the sum
of (i) Twenty-Five Million (25,000,000) Shares and (ii) the number of Shares available for grant
under the Predecessor Plan as of the Plan Effective Date. Any Shares underlying Full-Value Awards
that are issued or delivered under the Plan shall be counted against the Share limit set forth in
the prior sentence as 4.6 Shares for every one Share subject to such Full-Value Award. To the
extent that a Share that was subject to an Award that counted as 4.6 Shares against the Plan
reserve pursuant to the preceding sentence becomes again available for grant under the Plan as set
forth in Section 3.1(b), the Plan reserve shall be credited with 4.6 Shares. Subject to adjustment
pursuant to Section 3.2, no more than Seven Million (7,000,000) Shares shall be available for
issuance pursuant to Incentive Stock Options under the Plan. Subject to adjustment pursuant to
Section 3.2, no more than One Million Two Hundred Fifty Thousand (1,250,000) Shares may be issued
or delivered as Share-Based Awards under Section 9 and no more than One Million (1,000,000) Shares
may be issued or delivered to Non-Employee Directors under Section 10. Shares to be issued or
delivered pursuant to the Plan may be authorized and unissued Shares, treasury Shares, or any
combination thereof.



(b) Forfeitures, Terminations and Cash-Outs. In addition to the Shares authorized in Section
3.1(a), to the extent any Shares under the Predecessor Plan are forfeited, or any award under the
Predecessor Plan otherwise terminates without the issuance of some or all of the Shares underlying
the award to a participant or if any option or stock appreciation right under the Predecessor Plan
terminates without having been exercised in full, the Shares underlying such award, to the extent
of any such forfeiture or termination, shall be available for future grant under the Plan and
credited toward the Plan limit. Further, for the avoidance of doubt, to the extent any Cash-Based
Units, Deferred Units, Performance Shares, Performance Units, Restricted Shares, Restricted Units
or Share-Based Awards subject to an Award hereunder are forfeited, or any such Award otherwise
terminates without the issuance or delivery of some or all of the Shares underlying the Award to a
Participant, or if any Option or SAR terminates without having been exercised in full, the Shares
underlying such Award, to the extent of any such forfeiture or termination, shall again be
available for grant under the Plan. If the benefit provided by any Award granted under the Plan is
(or can only be) paid in cash, any Shares that were (or are) covered by that Award shall again be
available for grant under the Plan.



(c) Limitations on Reissuance of Shares. Shares that are tendered, whether by physical
delivery or by attestation, to the Company by a Participant, or withheld by the Company, in each
case as full or partial payment of the exercise or purchase price of any Award or in payment of any
applicable withholding for Federal, state, city, local, or foreign taxes incurred in connection
with the exercise or earning of any Award under the Plan or under the Predecessor Plan will not
become available for future grants under the Plan. With respect to Stock Appreciation Rights, when
a Stock Appreciation Right is exercised and settled in Shares, all the Shares subject to such Stock
Appreciation Right shall be counted against the Shares available for issuance under the Plan as one
Share for every one Share subject thereto, regardless of the number of Shares used to settle the
SAR upon exercise. In addition, Shares repurchased by the Company on the open market with the
proceeds from exercises of Options shall not increase the number of Shares that may be issued or
delivered under the Plan.



(d) Individual Participant Limitations. To the extent necessary for an Award to be a
Qualified Performance-Based Award, (i) the maximum number of Shares with respect to which Options
and Stock Appreciation Rights may be granted to any one Participant during any fiscal year shall be
One Million (1,000,000) Shares in the aggregate, subject to adjustment pursuant to Section 3.2,
(ii) the initial targeted number of Shares subject to Awards that are Performance Shares,
Performance Units or other Full-Value Awards (that are subject to Performance Objectives) granted
to any one Participant during any fiscal year shall not exceed Five Hundred Thousand (500,000)
Shares in the aggregate, and in no event shall the number of Shares ultimately issued to a
Participant pursuant to such Awards that are Performance Shares, Performance Units or other
Full-Value Awards (that are subject to Performance Objectives) exceed 200% of the initial targeted
number of Shares, subject to adjustment pursuant to Section 3.2, and (iii) in no event will any
Participant in any fiscal year receive Awards of Cash-Based Units having an aggregate maximum value
as of their respective Grant Dates in excess of $6,000,000; provided, however, that each of the per
person limits set forth in this Section 3.1(d) shall be multiplied by two for Awards granted to a
Participant in the fiscal year in which such Participant’s employment with the Company commences.



(e) Substitute Awards. Shares or Awards issued by the Company through the assumption or
substitution of outstanding grants from a corporation or entity acquired by or combined with the
Company shall not reduce the Shares available for Awards under the Plan.



3.2 Adjustments.



(a) Adjustment to Common Stock. In the event of a stock dividend, stock split, reverse stock
split, share combination or similar events, altering the value of a Share, or the number of Shares
outstanding (each, a “Share Change”), the maximum aggregate number of Shares that may be issued and
delivered under the Plan, the maximum Award limitations set forth in the Plan, the number of Shares
subject to outstanding Awards and the exercise price, base price, purchase price or Option Price
and other relevant provisions of the Plan and outstanding Awards shall be proportionately and
automatically adjusted as necessary to reflect the Share Change and to preserve the value of the
Awards. Such adjustment shall be made by the Board Committee or the Board, whose determination in
that respect shall be final, binding and conclusive. Any adjustment pursuant to this Section
3.2(a) shall be made in compliance with the requirements of Section 409A of the Code (to the extent
applicable thereto), including without limitation, with respect to Options and SARs, the
requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).



(b) Reorganizations, Mergers, Etc. Subject to Section 12, the maximum aggregate number of
Shares that may be issued and delivered under the Plan, the maximum Award limitations set forth in
the Plan, the number of Shares subject to outstanding Awards and the exercise price, base price,
purchase price or Option Price and other relevant provisions of the Plan and outstanding Awards
shall be adjusted by the Board Committee or the Board, in its discretion to reflect a change in the
capitalization of the Company, including but not limited to, a recapitalization, repurchase, rights
offering, reorganization, merger, consolidation, combination, exchange of shares, split-off,
spin-off, spin-out, extraordinary cash dividend, or other distribution of assets to shareholders or
other similar corporate transaction or event. To the extent deemed equitable and appropriate by
the Board, subject to any required action by shareholders, in any merger, consolidation or
reorganization, liquidation, or dissolution, any Award shall pertain to the securities or other
property which a holder of the number of Shares subject to the Award would have been entitled to
receive in connection with such event. Moreover, in the event of any such transaction or event,
the Board, in its discretion, may provide in substitution for any or all outstanding Awards under
the Plan such alternative consideration (including cash), if any, as it, in good faith, may
determine to be equitable in the circumstances and may require in connection therewith the
surrender of all Awards so replaced. Any adjustment or substitution pursuant to this Section
3.2(b) shall be made in compliance with the requirements of Section 409A of the Code (to the extent
applicable thereto), including without limitation, with respect to Options and SARs, the
requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).



4. Administration of Plan; Eligibility.



4.1 Administration by the Board and Board Committee.



(a) Powers of Board Committee; Discretion. The Plan shall be administered by the Board
Committee. Subject to the terms of the Plan, the Board Committee shall have such powers and
authority as may be necessary or appropriate for the Board Committee to carry out its functions as
described in the Plan. The Board Committee shall have the authority in its discretion to determine:
(i) which individuals shall receive Awards, (ii) the types of Awards to be made under the Plan,
(iii) the number of Shares underlying Awards or amount of cash, in the case of Cash-Based Units,
(iv) the other terms and conditions of such Awards, including the Option Price, exercise, base or
purchase price of an Award (if any), the time or times at which an Award will become vested,
exercisable or payable, and the Performance Objectives, targets and weightings applicable to an
Award, and (v) whether the Performance Objectives have been achieved. Determinations by the Board
Committee under the Plan, including, without limitation, determinations of the Participants, the
form, amount, and timing of Awards, and the terms and provisions of Awards and the Award Agreements
evidencing Awards, need not be uniform and may be made selectively among Participants and
individuals who receive or are eligible to receive Awards. The Board Committee shall have the full
power, discretion and authority, consistent with the terms of the Plan, to interpret the Plan and
the Award Agreements, to establish, amend, suspend and rescind any rules and regulations relating
to the Plan, to prescribe the form of any Award Agreement or instrument executed in connection
herewith, and to make all other determinations that it deems necessary or advisable for the
administration of the Plan. The Board Committee may impose conditions with respect to an Award,
such as limiting solicitation of employees or former employees or limiting competitive employment
or other activities. The Board Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award or Award Agreement in the manner and to the extent it
shall deem desirable to carry it into effect. All such interpretations, rules, regulations and
determinations shall be final, conclusive and binding on all persons (including the Company and
Participants) and for all purposes. Notwithstanding anything in the Plan to the contrary, the
Board Committee designated by the Board to administer the Plan may be different for purposes of
administering Awards made to Employees and Awards made to Non-Employee Directors.



(b) Board Authority. If the Board Committee does not exist, or for any other reason
determined by the Board, the Board may take any action under the Plan that would otherwise be the
responsibility of the Board Committee, subject to Section 162(m) of the Code.



(c) Delegation. The Board Committee shall have the right, from time to time, to delegate to
one or more officers of the Company the authority of the Board Committee to grant and determine the
terms and conditions of Awards granted under the Plan, subject to the requirements of Section
157(c) of the Delaware General Corporation Law (or any successor provision) and such other
limitations as the Board Committee shall determine. The Board Committee may also, either
concurrently or otherwise, delegate all or any portion of such authority to a committee of the
Board consisting of or including any one or more Directors who also serve as officers of the
Company. In no event shall any such delegation of authority be permitted with respect to Awards to
any Director, Executive Officer or any person subject to Section 162(m) of the Code or who, in the
Board Committee’s judgment, is likely to be subject to Section 162(m) of the Code at any time
during any period in which an Award granted to such individual may be outstanding. The Board
Committee shall also be permitted to delegate, to any appropriate officer or employee of the
Company, responsibility for performing certain ministerial functions under the Plan. In the event
that the Board Committee’s authority is delegated to officers or employees in accordance with the
foregoing, all references in the Plan relating to the Board Committee shall be interpreted in a
manner consistent with the foregoing by treating any such reference as a reference to such officer
or employee for such purpose. Any action undertaken in accordance with the Board Committee’s
delegation of authority hereunder shall have the same force and effect as if such action was
undertaken directly by the Board Committee and shall be deemed for all purposes of the Plan to have
been taken by the Board Committee.



(d) Limitation on Liability. No member of the Board or Board Committee nor any officer or
employee delegated authority by the Board Committee pursuant to Section 4.1(c), shall be liable for
any action or determination made in good faith by the Board, the Board Committee or such officer or
employee with respect to the Plan or any Award.



4.2 Eligibility. All Employees and Non-Employee Directors are eligible to be designated by
the Board Committee to receive Awards and become Participants under the Plan; provided, however,
that only Non-Employee Directors are eligible to receive Deferred Units under Section 10 and all
Non-Employee Directors are eligible to receive such Deferred Units without regard to whether the
Board Committee has designated a Non-Employee Director as eligible to receive Deferred Units; and
provided further, that an employee of an Affiliate shall be designated by the Board Committee as a
recipient of an Option or SAR only if Common Stock qualifies, with respect to such recipient, as
“service recipient stock” within the meaning set forth in Section 409A of the Code. Except as
provided otherwise in an Award Agreement, for purposes of this Plan, references to employment by
the Company shall also mean employment by a Subsidiary or an Affiliate and references to employment
shall include service as a Non-Employee Director. The Board Committee shall determine, in its sole
discretion, the extent to which a Participant shall be considered employed during any periods
during which such Participant is on a leave of absence. In selecting Employees and Non-Employee
Directors to be Participants and in determining the type and amount of Awards to be granted under
the Plan, the Board Committee shall consider any and all factors that it deems relevant or
appropriate.



5. Awards of Performance Shares, Performance Units and Cash-Based Units.



5.1 Awards. Awards of Performance Shares, Performance Units and Cash-Based Units may be
granted, from time to time, to such Employees and Non-Employee Directors as may be selected by the
Board Committee. Except as provided in Section 11 or as otherwise provided or determined by the
Board Committee, the release of Performance Shares or the payment or settlement of Performance
Units or Cash-Based Units, as applicable, to the Participant granted the applicable Awards shall be
contingent on (i) the degree of attainment of the applicable Performance Objectives during the
Performance Period as shall be determined by the Board Committee, (ii) the expiration of the
Performance Period, and (iii) such other terms and conditions as set forth in the applicable Award
Agreement. Each Award under this Section 5.1 of Performance Shares shall be evidenced by an Award
Agreement (“Performance Share Award Agreement”), each Award under this Section 5.1 of Performance
Units shall be evidenced by an Award Agreement (“Performance Unit Award Agreement”), and each Award
under this Section 5.1 of Cash-Based Units shall be evidenced by an Award Agreement (“Cash-Based
Unit Award Agreement”), which shall specify or confirm the applicable Performance Objectives, the
Performance Period, forfeiture conditions and such other terms and conditions as the Board
Committee shall determine. The Board Committee may determine performance levels pursuant to which
the number of Performance Shares, Performance Units, or Cash-Based Units earned may be less than,
equal to, or greater than, the number of Performance Shares, Performance Units, or Cash-Based Units
awarded based on the Performance Objectives stated in the Award.



5.2 Payouts.



(a) Performance Shares. An Award of Performance Shares that has been earned shall immediately
become nonforfeitable and the Shares underlying such Award of Performance Shares shall be released
by the Company to the Participant without restrictions on transfer. The Shares released by the
Company hereunder may, at the Company’s option, be either (i) evidenced by a certificate registered
in the name of the Participant or his or her designee; or (ii) credited to a book-entry account for
the benefit of the Participant maintained by the Company’s stock transfer agent or its designee.



(b) Performance Units and Cash-Based Units. An Award of Performance Units and Cash-Based
Units shall become payable to a Participant at the time or times determined by the Board Committee
and set forth in the Performance Unit Award Agreement or the Cash-Based Unit Award Agreement, as
the case may be. Payouts in respect of an Award of Performance Units or Cash-Based Units may be
made, at the discretion of the Board Committee, in Shares or in cash, or in a combination thereof.
Any cash payout in respect of an Award of Performance Units shall be made based on the Fair Market
Value of the Common Stock, determined on such date or over such time period as determined by the
Board Committee. Any payout in Shares in respect of an Award of Cash-Based Units shall be made
based on the Fair Market Value of the Common Stock, determined on such date or over such time
period as determined by the Board Committee.



5.3 Rights as Shareholders.



(a) Performance Shares — Voting. Subject to the provisions of the applicable Performance
Share Award Agreement and unless otherwise provided or determined by the Board Committee, during
the Performance Period, Participants may exercise full voting rights with respect to Shares
underlying Awards of Performance Shares granted under Section 5.1 hereof.



(b) Performance Units and Cash-Based Units. Subject to the provisions of the applicable
Performance Unit Award Agreement or Cash-Based Unit Award Agreement and unless otherwise provided
or determined by the Board Committee, Participants shall not have any rights as a shareholder with
respect to Shares underlying Awards of Performance Units or Cash-Based Units until such time, if
any, as any underlying Shares are actually issued to the Participant, which may, at the option of
the Company be either (i) evidenced by delivery of a certificate registered in the name of the
Participant or his or her designee; or (ii) credited to a book-entry account for the benefit of the
Participant maintained by the Company’s stock transfer agent or its designee.



(c) Dividend Equivalents. No dividends or Dividend Equivalents shall be paid on outstanding
unvested or unearned Performance Shares or Performance Units. However, the Board Committee may
specify that Performance Shares or Performance Units will accrue Dividend Equivalents in an amount
equal to the cash dividends or other distribution, if any, which are paid with respect to issued
and outstanding Shares during the Performance Period. If Dividend Equivalents are to accrue in
respect of Performance Shares or Performance Units, the Dividend Equivalents will, as determined by
the Board Committee, be paid in cash or Shares at the time of release of such Performance Shares
and at the time of payout of such Performance Units. Dividend Equivalents will, in such case, be
paid with respect to all Performance Shares that have vested and been released or Performance Units
that are paid out. No Dividend Equivalents will be paid on Performance Shares or Performance Units
that are forfeited or cancelled. The Board Committee may also specify that Dividend Equivalents
will be deemed to be reinvested in Common Stock. Dividend Equivalents which are deemed reinvested
in Common Stock will be converted into additional Performance Shares or Performance Units and
release and payout of the Performance Shares or Performance Units shall include the value of such
additional Performance Shares or Performance Units. No interest shall be paid on a Dividend
Equivalent or any part thereof.



5.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, the number of Performance Shares or Performance Units (and in each case,
accrued Dividend Equivalents thereon, if any) to which the Participant shall be entitled, and the
number of Cash-Based Units, if any, to which the Participant shall be entitled, shall be determined
in accordance with the applicable Award Agreement; provided, however, that in the case of an
involuntary termination for Cause, any outstanding Awards of Performance Shares or Performance
Units or Cash-Based Units shall be forfeited and cancelled. All remaining Performance Shares,
Performance Units or Cash-Based Units as to which the Participant may not be entitled, as well as
any accrued Dividend Equivalents on such Performance Shares or Performance Units, shall be
forfeited, subject to such exceptions, if any, authorized by the Board Committee.



5.5 Transfer of Employment. If a Participant transfers employment from one business unit of
the Company or any of its Subsidiaries or Affiliates to another business unit during a Performance
Period, such Participant shall be eligible to receive such number of Performance Shares,
Performance Units or Cash-Based Units, as well as any accrued Dividend Equivalents, as the Board
Committee may determine based upon such factors as the Board Committee in its sole discretion may
deem appropriate.



5.6 Minimum Vesting Period. Except as otherwise provided in the Plan, it shall be a condition
to the release to a Participant of Performance Shares or the payment or settlement of Performance
Units or Cash-Based Units that the Participant shall have been employed by the Company, a
Subsidiary or Affiliate through the expiration of the first fiscal year of the applicable
Performance Period.



6. Awards of Restricted Shares and Restricted Units.



6.1 Awards. Awards of Restricted Shares and Restricted Units, subject to such Restriction
Period and such other restrictions as to vesting and otherwise as the Board Committee shall
determine, may be granted, from time to time, to such Employees and Non-Employee Directors as may
be selected by the Board Committee. In addition to the provisions of Section 11 applicable to a
Change in Control, to the extent permitted by Section 409A of the Code, the Board Committee may, in
its sole discretion at the time of the grant of the Award of Restricted Shares or Restricted Units
or at any time thereafter, provide for the early vesting of such Award prior to the expiration of
the Restriction Period. Each Award under this Section 6.1 of Restricted Shares shall be evidenced
by an Award Agreement (“Restricted Share Award Agreement”), and each Award under this Section 6.1
of Restricted Units shall be evidenced by an Award Agreement (“Restricted Unit Award Agreement”),
which shall specify the vesting schedule, any rights of acceleration, any forfeiture conditions,
and such other terms and conditions as the Board Committee shall determine.



6.2 Payouts.



(a) Restricted Shares. Upon expiration of the Restriction Period and satisfaction of any
other terms or conditions and as set forth in the Restricted Share Award Agreement, an Award of
Restricted Shares shall immediately become nonforfeitable and the Shares underlying such Award of
Restricted Shares shall be released by the Company to the Participant without restrictions on
transfer. The Shares released by the Company hereunder may at the Company’s option be either (i)
evidenced by a certificate registered in the name of the Participant or his or her designee; or
(ii) credited to a book-entry account for the benefit of the Participant maintained by the
Company’s stock transfer agent or its designee.



(b) Restricted Units. An Award of Restricted Units shall become payable to a Participant at
the time or times determined by the Board Committee and set forth in the Restricted Unit Award
Agreement. Payouts in respect of Awards of Restricted Units may be made, at the discretion of the
Board Committee, in Shares or in cash, or in a combination thereof. Any cash payout in respect of
an Award of Restricted Units shall be made based on the Fair Market Value of the Common Stock,
determined on such date or over such time period as determined by the Board Committee.



6.3 Rights as Shareholders.



(a) Restricted Shares. Subject to the provisions of the applicable Restricted Share Award
Agreement and unless otherwise provided or determined by the Board Committee, during the
Restriction Period, Participants may exercise full voting rights with respect to all Shares
underlying Awards of Restricted Shares granted under Section 6.1 hereof and shall be entitled to
receive Dividend Equivalents (rather than dividends) paid with respect to those Shares; provided,
however, any Dividend Equivalents with respect to an Award of Restricted Shares that is subject to
performance-based vesting conditions shall be subject to the same restrictions as such Award of
Restricted Shares.



(b) Restricted Units. Subject to the provisions of the applicable Restricted Unit Award
Agreement and unless otherwise provided or determined by the Board Committee, Participants shall
not have any rights as a shareholder with respect to Shares underlying Awards of Restricted Units
until such time, if any, as the underlying Shares are actually issued to the Participant, which
may, at the option of the Company be either (i) evidenced by delivery of a certificate registered
in the name of the Participant or his or her designee; or (ii) credited to a book-entry account for
the benefit of the Participant maintained by the Company’s stock transfer agent or its designee.
The Board Committee may provide in a Restricted Unit Award Agreement for the payment of Dividend
Equivalents to the Participant at such times as paid to shareholders generally or at the time of
vesting or other payout in respect of an Award of Restricted Units; provided, however, any Dividend
Equivalents with respect to an Award of Restricted Units that is subject to performance-based
vesting conditions shall be subject to the same restrictions as such Award of Restricted Units.



6.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, the number of Shares underlying an Award of Restricted Shares or Restricted
Units, if any, to which the Participant shall be entitled shall be determined in accordance with
the applicable Award Agreement; provided, however, that in the case of an involuntary termination
for Cause, any outstanding Awards of Restricted Shares or Restricted Units shall be forfeited and
cancelled. All remaining Shares underlying an Award of Restricted Shares or Restricted Units as to
which restrictions apply at the date of termination of employment or service shall be forfeited
subject to such exceptions, if any, authorized by the Board Committee.



6.5 Minimum Vesting Period. Except as otherwise provided in the Plan, the Restriction Period
applicable to an Award of Restricted Shares or Restricted Units may not lapse until one year
following the Grant Date of such Award.



7. Stock Options.



7.1 Option Grants. Options may be granted, from time to time, to such Employees and
Non-Employee Directors as may be selected by the Board Committee. The Option Price shall be
determined by the Board Committee effective on the Grant Date; provided, however, that except in
the case of Substitute Awards, such price shall not be less than one hundred percent (100%) of the
Fair Market Value of a Share on the Grant Date. The number of Shares subject to an Option granted
to a Participant, the term of such Option, and any other terms and conditions of such Option
granted hereunder shall be determined by the Board Committee, in its sole discretion, effective on
the Grant Date; provided, however, that no Option shall be exercisable any later than ten (10)
years from the Grant Date. Each Option shall be evidenced by an Award Agreement (“Option
Agreement”), which shall specify the type of Option granted, the Option Price, the term of the
Option, the number of Shares subject to the Option, the conditions upon which the Option becomes
exercisable and such other terms and conditions as the Board Committee shall determine.



7.2 Payment of Option Price; Cashless Exercise. No Shares shall be issued upon exercise of an
Option until full payment of the aggregate Option Price for such Shares by the Participant. Upon
exercise, the Option Price may be paid by: (i) delivery of cash and/or Shares (whether actually
delivered or through attestation) having a Fair Market Value equal to such aggregate Option Price;
or (ii) if permitted by the Board Committee, by directing the Company to retain all or a portion of
the Shares otherwise issuable to the Participant under the Plan pursuant to such exercise having a
Fair Market Value equal to such aggregate Option Price. To the extent permitted by applicable law,
if permitted by the Board Committee, a grant may provide for the payment of such aggregate Option
Price from the proceeds of sale through a broker on the date of exercise of some or all of the
Shares to which the exercise relates. In such case, the Company shall have received a properly
executed or acknowledged exercise notice, together with irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale proceeds to pay such aggregate Option Price,
and, if requested, the amount of any Federal, state, local or foreign withholding taxes. To
facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into
agreements or coordinated procedures with one or more brokerage firms.



7.3 Rights as Shareholders. Participants shall not have any rights as a shareholder with
respect to any Shares subject to an Option, unless and until such Shares have been issued upon the
proper exercise of such Option, which issuance may, at the option of the Company, be either: (i)
evidenced by delivery of a certificate registered in the name of the Participant or his or her
designee; or (ii) credited to a book-entry account for the benefit of the Participant maintained by
the Company’s stock transfer agent or its designee. Notwithstanding anything in an Option
Agreement to the contrary, the holder of an Option shall not be entitled to receive Dividend
Equivalents with respect to any Shares subject to such Option.



7.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, whether the Options granted hereunder shall be exercisable or not and the
other applicable terms and conditions shall be determined in accordance with the applicable Option
Agreement; provided, however, that in the case of an involuntary termination for Cause, any
outstanding grants of Options shall be forfeited and cancelled.



7.5 Limits on Incentive Stock Options. Notwithstanding the designation of an Option as an
Incentive Stock Option, to the extent the aggregate Option Price of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by a Participant during any
calendar year exceeds $100,000 (or such other amount as determined under the Code), such Options
shall be treated as Non-Qualified Stock Options. Incentive Stock Options may only be granted to
Participants who meet the definition of “employees” under Section 3401(c) of the Code.



7.6 Limits on Option Repricing. Notwithstanding any provision of the Plan to the contrary,
the repricing of an Option is prohibited without the prior approval of the Company’s shareholders.
For this purpose, a “repricing” means any of the following (or any other action that has the same
effect as any of the following): (i) changing the terms of an Option to lower its Option Price
other than in connection with a Share Change or a change in the Company’s capitalization; (ii)
repurchasing an Option for cash or other consideration or cancelling an Option in exchange for
another Award, in either case, at a time when its Option Price is greater than the Fair Market
Value of the underlying Shares, unless the repurchase or cancellation and exchange occurs in
connection with a Share Change or a change in the Company’s capitalization; and (iii) any other
action treated as a repricing under U.S. generally accepted accounting principles, in each case,
other than in connection with the adjustment provisions set forth in Section 3.2.



7.7 Minimum Vesting Period. Except as otherwise provided in the Plan, no Option may become
exercisable until one year following the Grant Date of such Option Award.



8. Stock Appreciation Rights.



8.1 SAR Grants. Stock Appreciation Rights may be granted, from time to time, to such
Employees and Non-Employee Directors as may be selected by the Board Committee. SARs may be
granted at the discretion of the Board Committee either: (i) in tandem with an Option; or (ii)
independent of an Option. The price from which appreciation shall be computed shall be established
by the Board Committee at the Grant Date; provided, however, that except in the case of Substitute
Awards, such price shall not be less than one hundred percent (100%) of the Fair Market Value of
the number of Shares subject to the SAR on the Grant Date. If the SAR is granted in tandem with an
Option, the price from which appreciation shall be computed shall be the Option Price. Each grant
of a SAR shall be evidenced by an Award Agreement (“Stock Appreciation Right Agreement”), which
shall specify whether the SAR is granted in tandem with an Option, the price from which
appreciation shall be computed for the SAR, the term of the SAR, the number of Shares subject to
the SAR, the conditions upon which the SAR vests and such other terms and conditions as the Board
Committee shall determine that are consistent with the terms of the Plan. In no event shall a SAR
be exercisable any later than ten (10) years from the Grant Date.



8.2 Exercise of SARs. SARs may be exercised upon such terms and conditions as the Board
Committee shall determine; provided, however, that SARs granted in tandem with Options may be
exercised only to the extent the related Options are then exercisable. Upon exercise of a SAR
granted in tandem with an Option as to all or some of the Shares subject to such SAR, the related
Option shall be automatically canceled to the extent of the number of Shares subject to the
exercise of the SAR, and such Shares shall no longer be available for grant hereunder. If the
related Option is exercised as to some or all of the Shares underlying such Option, the related SAR
shall automatically be canceled to the extent of the number of Shares subject to the exercise of
the Option, and such Shares shall no longer be available for grant hereunder.



8.3 Payment upon Exercise. Upon exercise of a SAR, the holder shall be paid, in cash and/or
Shares as set forth in the Stock Appreciation Right Agreement, the excess of the Fair Market Value
of the number of Shares subject to the exercise over the price for such number of Shares, which in
the case of a SAR granted in tandem with an Option shall be the Option Price for such Shares.



8.4 Rights as Shareholders. Participants shall not have any rights as a shareholder with
respect to any Shares subject to a SAR nor with respect to any Shares subject to an Option granted
in tandem with a SAR unless and until such Shares have been issued upon the proper exercise of the
SAR or the related Option, which issuance may at the option of the Company be either: (i) evidenced
by delivery of a certificate registered in the name of the Participant or his or her designee; or
(ii) credited to a book-entry account for the benefit of the Participant maintained by the
Company’s stock transfer agent or its designee. Notwithstanding anything in a Stock Appreciation
Right Agreement to the contrary, the holder of a SAR shall not be entitled to receive Dividend
Equivalents with respect to any Shares subject to such SAR.



8.5 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, whether SARs granted hereunder shall be exercisable or not and the other
terms and conditions shall be determined in accordance with the applicable Stock Appreciation Right
Agreement; provided, however, that in the case of an involuntary termination for Cause, any
outstanding grants of SARs shall be forfeited and cancelled.



8.6 Limits on SAR Repricing. Notwithstanding any provision of the Plan to the contrary, the
repricing of a SAR is prohibited without the prior approval of the Company’s shareholders. For
this purpose, a “repricing” means any of the following (or any other action that has the same
effect as any of the following): (i) changing the terms of a SAR to lower the price from which
appreciation shall be computed other than in connection with a Share Change or a change in the
Company’s capitalization; (ii) repurchasing a SAR for cash or other consideration or cancelling a
SAR in exchange for another Award, in either case, at a time when the price from which appreciation
shall be computed is greater than the Fair Market Value of the underlying Shares, unless the
repurchase or cancellation and exchange occurs in connection with a Share Change or a change in the
Company’s capitalization; and (iii) any other action treated as a repricing under U.S. generally
accepted accounting principles, in each case, other than in connection with the adjustment
provisions set forth in Section 3.2.



8.7 Minimum Vesting Period. Except as otherwise provided in the Plan, no SAR Award may become
exercisable until one year following the Grant Date of such SAR.



9. Other Share-Based Awards. Subject to the limits set forth in Section 3.1, but notwithstanding
any other provision in the Plan, awards of Shares and other awards that are valued in whole or in
part by reference to, or are otherwise based on, Shares (including, but not limited to, bonus
stock, Shares which are subject to restrictions on transferability, or similar securities or
rights) (“Share-Based Awards”), may be made, from time to time, to such Employees and Non-Employee
Directors as may be selected by the Board Committee. Such Share-Based Awards may be made alone or
in addition to or in connection with any other Award hereunder. The Board Committee may, in its
sole discretion, determine the terms and conditions of any such Share-Based Award. Each such
Share-Based Award, other than a Share-Based Award that is subject to no restrictions on transfer,
shall be evidenced by an Award Agreement which shall specify the number of Shares subject to the
Share-Based Award, any consideration therefor, any vesting or performance requirements and such
other terms and conditions as the Board Committee shall determine. Share-Based Awards are not
required to be subject to any minimum vesting period.



10. Non-Employee Director Deferred Units.



10.1 Awards. This Section 10 shall not be effective unless and until the Board Committee
determines to establish a program pursuant to this section. The Board Committee, in its discretion
and upon such terms and conditions as it may determine, subject to the provisions of Section
13.8(b) with respect to Section 409A of the Code, may establish one or more programs pursuant to
this Section 10. The Board Committee may, after the effectiveness of this section, from time to
time and upon such terms and conditions as it may determine, authorize the granting of Awards of
Deferred Units to Non-Employee Directors. The Deferred Units will constitute an agreement by the
Company to deliver Shares to the Non-Employee Director in the future in consideration of the
performance of services, but subject to the fulfillment of such conditions as the Board Committee
may specify. The Deferred Units shall be credited to a Deferred Units Account when granted.
Except as may be provided in a Deferred Unit Award Agreement (to the extent permitted by applicable
law), the Non-Employee Director granted an Award of Deferred Units shall have no right to transfer
any Deferred Units, such Award of Deferred Units or rights thereunder. The Non-Employee Director
granted Deferred Units shall have no rights of ownership in the Deferred Units and shall have no
right to vote them, but the Board Committee may, at or after the Grant Date, authorize the payment
of Dividend Equivalents on the Shares underlying the Deferred Units on either a current or deferred
or contingent basis, either in cash or additional Shares. Each Award under this Section 10.1 of
Deferred Units shall be evidenced by an Award Agreement (“Deferred Unit Award Agreement”), which
shall specify the available forms of payment, the timing of any elections with respect to payment,
the ability to reallocate the Deferred Units to subaccounts that are invested in investment funds
other than a Company stock fund, and such other terms and conditions as the Board Committee shall
determine.



10.2 Payments in Connection with Change in Control. Notwithstanding anything contained in the
Plan to the contrary, within 90 days following a Change in Control that qualifies as a “change in
control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), the Company shall pay to
each Director (or former Director), in a lump sum, the Deferred Units in such Director’s Deferred
Units Account. This section may not be amended, altered or modified following such a Change in
Control.



10.3 Limits on Deferred Units. The aggregate grant date fair value of Deferred Units that may
be granted to any one Non-Employee Director during any fiscal year shall not exceed $1,000,000;
provided, however, the limit in this Section 10.3 shall not apply to Awards or grants of Deferred
Units made pursuant to an election to receive the Award or grant in lieu of all or a portion of
fees for service on the Board or any Board committee.



10.4 Termination of Service. If a Non-Employee Director ceases to be a Director for any
reason, the Director’s Deferred Units Account shall be paid to the Director in accordance with the
Deferred Unit Award Agreement; provided, however, that in the case of an involuntary termination
for Cause, any outstanding grants of Deferred Units shall be forfeited and cancelled.



11. Change in Control.



11.1 Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall
be deemed to have occurred if:



(i) any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used
in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company’s then outstanding securities
eligible to vote for the election of the Board (the “Company Voting Securities”); provided,
however, that the event described in this paragraph (i) shall not be deemed to be a Change in
Control by virtue of any of the following acquisitions: (a) by the Company or any Subsidiary, (b)
by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (c) by any
underwriter temporarily holding securities pursuant to an offering of such securities, or (d)
pursuant to a Non-Control Transaction (as defined in paragraph (iii));



(ii) individuals who, on July 4, 2015, constitute the Board (the “Incumbent Directors”) cease
for any reason to constitute at least a majority of the Board, provided that any person becoming a
Director subsequent to July 4, 2015, whose appointment, election or nomination for election was
approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board
(either by a specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for Director, without objection to such nomination) shall also be
deemed to be an Incumbent Director; provided, however, that no individual initially elected or
nominated as a Director of the Company as a result of an actual or threatened election contest with
respect to Directors or any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board shall be deemed to be an Incumbent Director;



(iii) there is consummated a merger, consolidation, share exchange or similar form of
corporate reorganization of the Company or any such type of transaction involving the Company or
any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such
transaction or the issuance of securities in the transaction or otherwise) (a “Business
Combination”), unless immediately following such Business Combination: (a) more than 60% of the
total voting power of the company resulting from such Business Combination (including, without
limitation, any company which directly or indirectly has beneficial ownership of 100% of the
Company Voting Securities) eligible to elect directors of such company is represented by shares
that were Company Voting Securities immediately prior to such Business Combination (either by
remaining outstanding or being converted), and such voting power is in substantially the same
proportion as the voting power of such Company Voting Securities immediately prior to the Business
Combination, (b) no person (other than any publicly traded holding company resulting from such
Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the
company resulting from such Business Combination)) becomes the beneficial owner, directly or
indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible
to elect directors of the company resulting from such Business Combination, and (c) at least a
majority of the members of the board of directors of the company resulting from such Business
Combination were Incumbent Directors at the time of the Board’s approval of the execution of the
initial agreement providing for such Business Combination (any Business Combination which satisfies
the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”);



(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of
the Company; or



(v) the Company consummates a direct or indirect sale or other disposition of all or
substantially all of the assets of the Company and its Subsidiaries.



Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 20% of the Company Voting
Securities as a result of the acquisition of Company Voting Securities by the Company which reduces
the number of Company Voting Securities outstanding; provided, that if after such acquisition by
the Company such person becomes the beneficial owner of additional Company Voting Securities that
increases the percentage of outstanding Company Voting Securities beneficially owned by such
person, a Change in Control of the Company shall then occur.



11.2 Acceleration of Benefits. Except and unless the Board Committee determines otherwise at
the time of grant of a particular Award or Awards, and as set forth in the applicable Award
Agreement, upon the occurrence of a Change in Control: (i) any Awards outstanding as of the date of
such Change in Control that are subject to vesting requirements and that are not then vested, shall
become fully vested; (ii) all then-outstanding Options and SARs shall be fully vested and
immediately exercisable, provided that in no event shall any Option or SAR be exercisable beyond
its original expiration date; (iii) all restrictions regarding the Restriction Period and all other
conditions prescribed by the Board Committee, if any, with respect to Awards of Restricted Shares,
Restricted Units or Share-Based Awards shall automatically lapse, expire and terminate and all such
Awards shall be deemed to be fully earned; and (iv) any Awards of Performance Shares, Performance
Units, Cash-Based Units or other performance-based Awards that vest under the provisions of this
Section 11.2 shall be deemed to be fully earned at the target level of such Award or at such
greater level of performance as the Board Committee may authorize. Notwithstanding the foregoing,
if an Award is “deferred compensation” within the meaning of Section 409A of the Code, then
notwithstanding that the Award shall be deemed to be fully vested and earned pursuant to this
Section 11.2 upon a Change in Control, unless the Change in Control qualifies as a “change in
control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), in no event shall payment
with respect to the Award be made at a time other than the time payment would be made in the
absence of the Change in Control.



12. Amendment or Termination of Plan.



(a) Amendment or Termination of Plan. The Board may, to the extent permitted by Section 409A
of the Code, amend, suspend or terminate the Plan or any part thereof from time to time, provided
that no change may be made which may materially impair the rights of a Participant who has received
an Award without the consent of said Participant; and, provided, further, that if an amendment to
the Plan (i) would materially increase the benefits accruing to Participants under the Plan, (ii)
would increase the number of Shares which may be issued under the Plan, (iii) would materially
modify the requirements for participation in the Plan, (iv) would modify the prohibitions on the
repricing or discounting of Options and SARs contained in the Plan, or (v) must otherwise be
approved by the shareholders of the Company in order to comply with applicable law or the rules of
the New York Stock Exchange or, if the Common Stock is not traded on the New York Stock Exchange,
the principal national securities exchange upon which the Common Stock is traded or quoted, then,
such amendment will be subject to shareholder approval and will not be effective unless and until
such approval has been obtained.



(b) Foreign Jurisdictions. In order to facilitate the making of any grant or combination of
grants under the Plan, the Board Committee may provide for such special terms for Awards to
Participants who are foreign nationals, or who are employed by or perform services for the Company,
any Subsidiary or any Affiliate outside of the United States of America, as the Board Committee may
consider necessary or appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Board Committee may approve such supplements to, or amendments, restatements or
alternative versions of, the Plan or any Award Agreement as it may consider necessary or
appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any
other purpose, provided that no such supplements, amendments, restatements or alternative versions
shall include any provisions that are inconsistent with the terms of the Plan, as then in effect,
unless the Plan could have been amended to eliminate such inconsistency without further approval by
the shareholders of the Company.



13. Miscellaneous.



13.1 No Right to Continued Employment or Service or to Participate. Nothing in the Plan or in
the grant of any Award or in any Award Agreement shall interfere with or limit in any way the right
of the Company or any of its Subsidiaries or Affiliates to terminate any Participant’s employment
or service with the Company or any of its Subsidiaries or Affiliates at any time, nor confer upon
any Participant any right to continued employment or service with the Company or any of its
Subsidiaries or Affiliates. Neither the adoption of the Plan nor any action by the Company, the
Board, Board Committee or any director or officer of the Company shall be deemed to give any
Employee or Non-Employee Director any right to be designated as a Participant under the Plan.



13.2 Withholding for Taxes; Offset. The Company shall have the authority to withhold, or to
require a Participant to remit to the Company, prior to issuance or delivery of any Shares or cash
hereunder, an amount sufficient to satisfy Federal, state, local or foreign tax or withholding
requirements associated with any Award. In addition, the Company may, in its sole discretion,
permit or require a Participant to satisfy any tax withholding requirements, in whole or in part,
by (i) delivering to the Company (whether by actual delivery or through attestation), Shares held
by such Participant having a Fair Market Value equal to the amount of the tax or (ii) directing the
Company to retain Shares otherwise issuable or cash otherwise to be delivered to the Participant
under the Plan. The Company may, to the extent permitted by applicable laws (including Code
Section 409A), offset against any payments to be made to a Participant under the Plan any amounts
owing to the Company, its Subsidiaries or Affiliates from the Participant for any reason. Shares of
Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of
the amount determined by applying the applicable statutory withholding rate; provided, however,
that if a fraction of a share of Common Stock would be required to satisfy the applicable statutory
withholding taxes, then the number of shares of Common Stock to be delivered or withheld may be
rounded up to the next nearest whole share of Common Stock.



13.3 Other Compensation and Benefit Plans. Awards hereunder shall not be deemed compensation
for purposes of computing benefits under any retirement or compensation plan of the Company or any
of its Subsidiaries or Affiliates and shall not affect any benefits under any other benefit plan
now or hereafter in effect under which the availability or amount of benefits is related to the
level of compensation, including, without limitation, under any pension, retirement or severance
benefits plan, except to the extent specifically provided by the terms of any such plan. The
adoption of the Plan shall not affect any other compensation plans in effect for the Company or any
Affiliate or Subsidiary, nor shall the Plan preclude the Company from establishing any other forms
of compensation or benefit program for Employees or Non-Employee Directors.



13.4 Award Agreement and Waiver of Restrictions. The Company may condition a Participant’s
right (a) to exercise, vest in or settlement of an Award and (b) to receive delivery of Shares or
cash, on the execution and delivery or acknowledgment to the Company of an Award Agreement and the
completion of other requirements, including, but not limited to, the execution (electronic or
otherwise) of a nonsolicitation agreement or other restrictive covenants by the recipient and
delivery thereof to the Company. Notwithstanding anything contained herein to the contrary, the
Committee may approve an Award Agreement that, upon the termination of a Participant’s employment
or service, provides that, or may, in its sole discretion based on a review of all relevant facts
and circumstances, otherwise take action regarding an Award Agreement such that (i) any or all
outstanding Options and SARs shall become exercisable in part or in full, (ii) all or a portion of
the Restriction Period applicable to any outstanding Award shall lapse, (iii) all or a portion of
the Performance Period applicable to any outstanding Award shall lapse and (iv) the Performance
Objectives applicable to any outstanding Award (if any) shall be deemed to be satisfied at target,
maximum or any other level of performance. To the extent permitted by Section 409A of the Code,
the Board Committee may, in its sole discretion, based on such factors as the Board Committee may
deem appropriate, waive in whole or in part, any remaining restrictions or vesting requirements in
connection with any Award hereunder.



13.5 Limits on Transferability of Awards, Etc. Except as permitted by this Section 13.5, no
Award granted under the Plan may be sold, transferred, pledged, assigned, hypothecated, encumbered,
or otherwise disposed of or transferred by a Participant except by will or the laws of descent and
distribution in the event of the Participant’s death (to the extent such Award by its terms,
survives the Participant’s death). Awards granted under the Plan shall not be subject to
execution, attachment, change, alienation or similar process. The Board Committee may, in its
discretion, expressly authorize in an Option Agreement or Stock Appreciation Right Agreement that
all or a portion of the Options or SARs granted to a Participant (other than Incentive Stock
Options) be on terms which permit transfer by such Participant (i) to immediate family members of
the Participant or to a trust, partnership or limited liability company for the benefit of such
immediate family members, (ii) pursuant to domestic relations orders referred to in Rule 16a-12
under the Exchange Act, and (iii) to other transferees permitted by the Board Committee in its
discretion (such transferees of a Participant are referred to as “Permitted Transferees”) provided
that (A) there may be no payment of consideration (other than release of marital rights) for any
such transfer, (B) the applicable Award Agreement shall specifically provide for transferability in
a manner consistent with this Section, and (C) subsequent transfers of transferred Options and SARs
shall be prohibited except, without consideration for such transfer, to the Participant or a
Permitted Transferee of the Participant. The Board Committee may, in its discretion, create
further conditions and requirements for the transfer of Options and SARs. Following transfer,
Options and SARs shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer; the Participant shall remain subject to applicable tax withholding;
the events of termination of employment or service of a Participant shall continue to be applied
with respect to the Permitted Transferee; and all other terms of the Options and SARs shall remain
unchanged. All Options and SARs granted to a Participant under the Plan shall be exercisable
during the lifetime of such Participant only by such Participant, his agent, guardian or
attorney-in-fact or by a Permitted Transferee.



13.6 Adjustment of Awards. Subject to Sections 7.6, 8.6 and 12, the Board Committee shall be
authorized to make adjustments in the method of calculating achievement of Performance Objectives
or in the terms and conditions of Awards in recognition of unusual or nonrecurring events affecting
the Company or its financial statements or changes in applicable laws, regulations or accounting
principles; provided, however, that no such adjustment shall materially impair the rights of any
Participant without his or her consent and that any such adjustment shall be made in a manner
consistent with Section 409A of the Code (to the extent applicable thereto) and in the case of a
Qualified Performance-Based Award, Section 162(m) of the Code. The Board Committee may not make
any such adjustment with respect to any Qualified Performance-Based Award if such adjustment would
cause compensation pursuant to such award to cease to be “qualified performance-based compensation”
under Section 162(m) of the Code. In the event the Company shall assume outstanding employee
benefit awards or the right or obligation to make future such awards in connection with the
acquisition of another company or business entity, the Board Committee may, in its discretion but
subject to the requirements of Section 409A of the Code, make such adjustments in the terms of
Awards under the Plan as it shall deem appropriate.



13.7 Consideration for Awards. Except as otherwise required in any applicable Award Agreement
or by the terms of the Plan, Participants under the Plan shall not be required to make any payment
or provide consideration for an Award other than the rendering of services to the Company, any
Subsidiary or any Affiliate.



13.8 Deferral.



(a) Section 162(m) Related Deferral. Notwithstanding anything contained herein to the
contrary, if permitted under Section 409A of the Code, in the event that any Award shall be
ineligible for treatment as “qualified performance-based compensation” under Section 162(m) of the
Code, the Board Committee, in its sole discretion, shall have the right with respect to any
Executive Officer who is, in the year any Award hereunder otherwise would become deductible by the
Company, a “covered employee” under Section 162(m) of the Code, to defer such Executive Officer’s
receipt of such Award until the Executive Officer is no longer a “covered employee” or until such
time as shall be determined by the Board Committee, provided that the Board Committee may effect
such a deferral only in a situation where the Board Committee reasonably anticipates that the
Company would be prohibited a deduction under Section 162(m) of the Code and such deferral shall be
limited to the portion of the Award that reasonably is anticipated not to be deductible. In no
event shall the provisions of this Section 13.8(a) apply to Options or SARs.



(b) Other Deferral. Except with respect to Options and SARs, the Board Committee may in its
discretion permit a Participant to defer the receipt of payment of cash or delivery of Shares that
would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction
of vesting or other conditions with respect to an Award. If any such deferral is to be permitted
by the Board Committee, the Board Committee shall establish written rules and procedures relating
to such deferral in a manner intended to comply with the requirements of Section 409A of the Code,
including, without limitation, the time when an election to defer may be made, the time period of
the deferral and the events that would result in payment of the deferred amount, the interest or
other earnings attributable to the deferral and the method of funding, if any, attributable to the
deferred amount.



13.9 Securities Laws. No Shares will be issued or transferred pursuant to an Award unless and
until all then applicable requirements imposed by Federal and state securities and other laws,
rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon
which the Shares may be listed, have been fully met. As a condition precedent to the issuance of
Shares pursuant to the grant or exercise of an Award, the Company may require the Participant to
take any reasonable action to meet such requirements. The Board Committee may impose such
conditions on any Shares issuable under the Plan as it may deem advisable, including, without
limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of
any exchange upon which such Shares of the same class are then listed, and under any blue sky or
other securities laws applicable to such Shares. The Board Committee may also require the
Participant to represent and warrant at the time of issuance or transfer that the Shares are being
acquired only for investment purposes and without any current intention to sell or distribute such
Shares.



13.10 Impact of Restatement of Financial Statements upon Previous Awards. If any of the
Company’s financial statements are restated as a result of errors, omissions, or fraud, the Board
Committee may direct that the Company recover all or a portion of any such Award or payment made to
any, all or any class of Participants with respect to any fiscal year of the Company the financial
results of which are negatively affected by such restatement. The amount to be recovered from any
Participant shall be the amount by which the affected Award or payment exceeded the amount that
would have been payable to such Participant had the financial statements been initially filed as
restated, or any greater or lesser amount (including, but not limited to, the entire Award) that
the Board Committee shall determine. The Board Committee may determine to recover different
amounts from different Participants or different classes of Participants on such basis as it shall
deem appropriate. In no event shall the amount to be recovered by the Company from a Participant
be less than the amount required to be repaid or recovered as a matter of law. The Board Committee
shall determine whether the Company shall effect any such recovery (i) by seeking repayment from
the Participant, (ii) by reducing the amount that would otherwise be payable to the Participant
under any compensatory plan, program or arrangement maintained by the Company, a Subsidiary or any
of its Affiliates, (iii) by withholding payment of future increases in compensation (including the
payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise
have been made in accordance with the Company’s otherwise applicable compensation practices, or
(iv) by any combination of the foregoing or otherwise (subject, in each of subclause (ii), (iii)
and (iv), to applicable law, including without limitation Section 409A of the Code, and the terms
and conditions of the applicable plan, program or arrangement). This Section 13.10 shall be a
non-exclusive remedy and nothing contained in this Section 13.10 shall preclude the Company from
pursuing any other applicable remedies available to it, whether in addition to, or in lieu of,
application of this Section 13.10. In addition, Awards under the Plan are also subject to
recoupment pursuant to policies adopted by the Company, as such policies are in effect from time to
time.



13.11 Compliance with Section 409A of the Code. All Awards under the Plan are intended to be
exempt from (or comply with) the requirements of Section 409A of the Code to the maximum extent
permitted. To the extent applicable, the Plan is intended to be administered and interpreted in a
manner that is consistent with the requirements of Section 409A of the Code. Notwithstanding the
foregoing, no particular tax result for a Participant with respect to any income recognized by the
Participant in connection with the Plan is guaranteed under the Plan, and the Participant shall be
responsible for any taxes imposed on the Participant in connection with the Plan.



13.12 Tax Advice. The provisions of the Plan are not intended, and should not be construed,
to be legal, business or tax advice.



13.13 Governing Law and Interpretation. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any agreement governing an Award shall be
determined in accordance with the laws of the State of Delaware, without regard to the conflict of
law principles thereof. Unless otherwise indicated, all “Section” references are to sections of
the Plan. References to any law, rule or regulation shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing, or interpreting such law, rule or
regulation.



13.14 Severability. Notwithstanding any other provision or Section of the Plan, if any
provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any
Award Agreement under any law deemed applicable by the Board or the Board Committee, such provision
shall be construed or deemed amended to conform to the applicable laws (but only to such extent
necessary to comply with such laws), or if it cannot be construed or deemed amended without, in the
determination of the Board or the Board Committee, materially altering the intent of the Plan or
Award Agreement, such provision shall be stricken as to such jurisdiction, person or Award and the
remainder of the Plan and any such Award Agreement shall remain in full force and effect.



13.15 No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Subsidiary or Affiliate and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary or Affiliate.



13.16 Waiver of Claims. Each Participant recognizes and agrees that prior to being selected
by the Board Committee to receive an Award he or she has no right to any benefits hereunder.
Accordingly, in consideration of the Participant’s receipt of any Award hereunder, he or she
expressly waives any right to contest the amount of any Award, the terms of any Award Agreement,
any determination, action or omission hereunder or under any Award Agreement by the Board
Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement (other
than an amendment to the Plan or an Award Agreement to which his or her consent is expressly
required by the express terms of the Plan or an Award Agreement).



13.17 Effective Date and Term.



(a) Effective Date and Term of Plan. The Plan shall become effective upon approval by the
shareholders of the Company at the 2015 Annual Meeting of Shareholders (the “Plan Effective Date”).
All Awards granted under the Plan must be granted within ten (10) years from the Plan Effective
Date; provided, however, that no Incentive Stock Options shall be granted after the tenth
anniversary of the date on which the Plan was approved by the Board. Any Awards outstanding ten
(10) years after the Plan Effective Date may be exercised within the periods prescribed under or
pursuant to the Plan.



(b) Predecessor Plan. Upon the Plan Effective Date, no further grants or awards are permitted
under the 2005 Equity Incentive Plan. All grants and awards under the Predecessor Plan that remain
outstanding shall be administered and paid in accordance with the provisions of the Predecessor
Plan and the applicable award agreement.



Approved and adopted by the Board of Directors the 28th day of August 2015.




Attested:




/s/ SCOTT T. MIKUEN

Secretary