ex10152019rsuagreementrs






                                                                                EXHIBIT 10.15                2019 TIME-BASED RESTRICTED STOCK UNIT AGREEMENT           Company:                           Simpson Manufacturing Co., Inc.           Recipient:                         The recipient’s name (the “Recipient”) is set forth on the                                             Recipient’s online award acceptance page on Morgan Stanley                                             Smith Barney’s StockPlan Connect website (the “Acceptance                                             Page”) at https://www.stockplanconnect.com,   which is                                             incorporated by reference to this Agreement.           The Number of Shares of            The aggregate number of shares of Common Stock as stated          Common Stock Subject to RSUs       on the Acceptance Page.          Granted Hereunder          (the “RSU Shares”):           The Effective Date of the Award    A date in 2019 as determined by the Committee in its absolute          (the “Award Date”):                discretion and as set forth on the Acceptance Page.           The Date the RSU Shares            A date subsequent to the Award Date as determined by the          Start To Vest                      Committee in its absolute discretion and as set forth on the          (the “Vesting Start Date”):        Acceptance Page.           Vesting Schedule                   One fifth of the RSU Shares will vest on the first anniversary          (the “Vesting Schedule”):          of the Vesting Start Date and two fifths of the RSU Shares                                             will vest on each of the second and third anniversaries of the                                             Vesting Start Date; provided, however, that if any of such                                             dates falls on a weekend or federal holiday, the applicable                                             portion of the RSU Shares shall vest on the immediately                                             following business day.1          Vesting Period                     A period beginning on the Vesting Start Date, and ending on          (the “Vesting Period”):            the third anniversary of the Vesting Start Date; provided,                                             however, that if such anniversary date falls on a weekend or                                             federal holiday, such period shall end on the immediately                                             following business day.2          This TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of the   Award Date stated on the Acceptance Page by and between Simpson Manufacturing Co., Inc., a Delaware   corporation (the “Company”), and the Recipient named on the Acceptance Page, with reference to the following   facts:           Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such   terms in the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan effective on April 21, 2015   (as amended and/or restated from time to time, the “Plan”). The Board has delegated to the Committee all authority   to administer the Plan. The Committee has determined to grant to the Recipient, under the Plan, time-based  Restricted Stock Units (the “RSUs”) with respect to the RSU Shares stated on the Acceptance Page.    1 For example, if the Vesting Start Date is determined by the Committee to be February 15, 2019, then 1/5 of the RSU Shares will  vest on February 18, 2020 (because February 15, 2020 falls on a Saturday, and Monday February 17, 2020 is a federal holiday,  President’s Day, the immediately following business day is February 18, 2020), 2/5 of the RSU Shares will vest on each of  February 16, 2021 (because Monday February 15, 2021 is a federal holiday, President’s Day, the immediately following business  day is February 16, 2021) and February 15, 2022.   2 See footnote 1, supra.                                                                                             1 | P a g e   01435\040\8330543.v3  





 






        To evidence the RSUs and to set forth the terms and conditions thereof, the Company and the Recipient   agree as follows:                     1.      Confirmation of Grant.                             (a)    The Company grants the RSUs to the Recipient and the Recipient agrees to accept the   RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and    the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and   guidelines of the Company, including the Company’s compensation recovery policy.                             (b)    The RSUs shall be reflected in a bookkeeping account maintained by the Company   through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3.   If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions   applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of   Common Stock as provided in section 1(d) and otherwise in accordance with the Plan.                             (c)    The Company’s obligations under this Agreement shall be unfunded and unsecured. No   special or separate fund shall be established therefor and no other segregation of assets shall be required or made   with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general   unsecured creditor of the Company.                             (d)    Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled  by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof  (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to  section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that to  the extent the Committee determines that any of the RSUs are subject to Code section 409A, to the extent necessary  to comply with Code section 409A, no distribution or payment of any amount under such RSUs shall be made until  the earliest of the date (i) set for such RSUs to vest according to the Vesting Schedule (a time or fixed schedule  specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in   Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in   Code section 409A); and further provided that, the number of the RSU Shares issued or delivered (or for which a   cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock   issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other   RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or   deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or   making a cash payment for) the RSU Shares. Notwithstanding the foregoing, to the extent the  Committee   determines that any of the RSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on the   date of his or her “separation from service” (as defined in Code section 409A), to the extent necessary to comply   with Code section 409A, no distribution or payment of any amount under such RSUs that is otherwise payable   pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the              3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate  pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification   Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the   Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification   Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately   following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is    no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this   section 1(d), a “Specified Employee” shall mean:      •   the Recipient owns 5% or more of all outstanding Common Stock;      •   the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than          $150,000; and/or      •   the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a          controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus          elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect          pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019).                                                                                             2 | P a g e   01435\040\8330543.v3  





 






date of the Recipient’s separation from service. In settling the RSUs pursuant to the foregoing, the Company (or its  acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or  provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion  thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B)  the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion  thereof) become vested and starting 60 days prior to that date. Anything herein to the contrary notwithstanding, this  Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any  amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The  Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the  grant, vesting and/or delivery of the RSU Shares (or cash equivalent), does not violate Code section 409A, and the  Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under  Code section 409A.                       2.       Vesting. Subject to the terms and conditions of this Agreement and the Plan and unless otherwise  forfeited pursuant to section 3,4 the RSUs shall vest (that is, the Restricted Period with respect thereto shall  terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the  Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined  by the Committee in relation to the RSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having  been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires  after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any  Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately  preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the  effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary  by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor)  without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months               4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the  Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes  Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever  be made to the Recipient.  5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company  or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the  Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable  Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares.  6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the  Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction  of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or  the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any  act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may  have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services  for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross  negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties  and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however,  that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary  believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall  have failed to cure after 15 days following such notice.  7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or  responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully  reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom  the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the  relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event  (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the  Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan  area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and incentive compensation opportunity as  in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a  Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying  what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse  change, relocation or compensation reduction after 30 days following such notice.                                                                                                         3 | P a g e  01435\040\8330543.v3  





 






 following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the granting or vesting of the RSUs   as well as the Recipient’s holding of the RSU Shares shall be subject to all applicable policies and guidelines of the   Company, including the Company’s compensation recovery, stock ownership, and hedging, pledging and trading   policies.                     3.      Forfeiture. Anything herein to the contrary notwithstanding, (a) all RSUs that are not vested in   accordance with section 2 shall terminate immediately and be forfeited in their entirety if and at such time as (i) the   Recipient ceases to be an Employee, Outside Director or Consultant, as the case may be, or (ii) 24 months have   passed immediately following a Sale Event (provided that, in the event the surviving or acquiring entity or the new   entity resulting from a Sale Event substitutes a similar equity award for the RSUs, such award will continue in   accordance with its own terms and conditions), and (b) all RSUs, to the extent not theretofore settled in accordance   with section 1(d), shall terminate immediately and be forfeited in their entirety when and as provided in section 13(I)   of the Plan.                     4.      Tax Withholding. Pursuant to section 10 of the Plan, the Company may require the Recipient to   enter into an arrangement providing for the payment in cash, Common Stock or otherwise by the Recipient to the   Company of any tax withholding obligation of the Company arising by reason of (a) the granting or vesting of the   RSUs, (b) the lapse of any substantial risk of forfeiture to which the RSUs or the RSU Shares are subject, or (c) the   disposition of the RSUs or the RSU Shares, to the extent such arrangement does not cause a loss of the Section 16(b)   exemption pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.                     5.      Representations and Warranties of the Company. The Company represents and warrants to the   Recipient that the RSU Shares, when issued and delivered on the vesting of the RSUs in accordance with this   Agreement, will be duly authorized, validly issued, fully paid and non-assessable.                     6.      Recipient Representations. The Recipient represents and warrants to the Company that the   Recipient has received and read this Agreement and the Plan, that the Recipient has consulted with the Recipient’s   own legal, financial and other advisers regarding this Agreement and the Plan to the extent that the Recipient   considered necessary or appropriate, that the Recipient fully understands and accepts all of the terms and conditions   of this Agreement and the Plan, and that the Recipient is relying solely on the Recipient’s own advisers with respect   to the tax consequences of this Agreement and the RSUs.                     7.      Change in Control. Notwithstanding section 9 of the Plan, a Change in Control shall be treated as   a Sale Event with respect to the RSUs granted hereunder.                     8.      Adjustments to Reflect Capital Changes. Subject to and except as otherwise provided in section 9   of the Plan, the number and kind of shares subject to the RSUs shall be appropriately adjusted, as the Committee   may determine pursuant to section 11 of the Plan, to reflect any stock split, stock dividend, recapitalization, merger,   consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other  similar change in capitalization, or any distribution to common stockholders other than normal cash dividends.                     9.      No Rights as Stockholder. Neither the granting or vesting of the RSUs nor the issuance or    delivery of the RSU Shares shall entitle the Recipient, as such, or any of the Recipient’s Beneficiaries or Personal              8 A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the   Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a   consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of   outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or   consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity)   where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale   or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or   surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting   shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for   Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already   owned by stockholders of the Company prior to the transaction shall be disregarded.                                                                                             4 | P a g e   01435\040\8330543.v3  





 






Representative, to any rights of a stockholder of the Company, unless and until the RSU Shares are registered on the  Company’s records in the name or names of the Recipient or the Recipient’s Beneficiaries or Personal  Representative, as the case may be, and then only with respect to such RSU Shares so registered.                    10.     No Right to Continued Employment. Nothing in this Agreement shall confer on the Recipient any  right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or  otherwise affect in any way the right of the Company or any Subsidiary to terminate the Recipient’s employment or  service at any time. If the Award of the RSUs is in connection with the Recipient’s performance of services as a  Consultant or Outside Director, references to employment, employee and similar terms shall be deemed to include  the performance of services as a Consultant or an Outside Director, as the case may be; provided that no rights as an  Employee shall arise by reason of the use of such terms.                    11.     Regulatory Compliance. Notwithstanding anything herein to the contrary, the issuance and  delivery of the RSU Shares shall in all events be subject to and governed by section 13(C) of the Plan.                    12.     Notices. Any notice, consent, demand or other communication to be given under or in connection  with this Agreement shall be in writing and shall be deemed duly given and received when delivered personally,  when transmitted by facsimile, one business day after being deposited for next-day delivery with a nationally  recognized overnight delivery service, or three days after being mailed by first class mail, charges or postage  prepaid, properly addressed, if to the Company, at its principal office in California, and, if to the Recipient, at the  Recipient’s address on the Company’s records. Either party may change such party’s address or facsimile number  from time to time by notice hereunder to the other.                    13.     Entire Agreement. This Agreement and the Plan together contain the entire agreement of the  parties and supersede all prior or contemporaneous negotiations, correspondence, understandings and agreements,  whether written or oral, between the parties, regarding the RSUs. The Recipient specifically acknowledges and  agrees that all descriptions of the RSUs in any prior letters, memoranda or other documents provided to him or her  by the Company or any Subsidiary are hereby replaced and superseded in their entirety by this Agreement and shall  be of no further force or effect. To the extent there is any inconsistency between the descriptions of any such  documents and the terms of this Agreement, the terms of this Agreement shall prevail.                    14.     Amendment. This Agreement may be amended, modified or supplemented only by a written  instrument signed by the Recipient and the Company.                    15.     Assignment. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise  encumber or dispose of this Agreement, any of the RSUs or any other rights hereunder, and shall not delegate any  duties hereunder, except only as may be permitted pursuant to section 13(B) of the Plan, and any such action or  transaction that may otherwise be attempted or purported by the Recipient shall be void and of no effect; provided,  however, that this section 15 does not restrict the sale, assignment, transfer, pledging, hypothecation or other  encumbrance or disposal of RSU Shares that have fully vested.                    16.     Successors. Subject to section 15, this Agreement shall bind and inure to the benefit of the  Company and the Recipient and their respective successors, assigns, heirs, legatees, devisees, executors,  administrators and legal representatives. Nothing in this Agreement, express or implied, is intended to confer on   any other Person any right or benefit in or under this Agreement or the Plan.                    17.     Separate Payments. All amounts payable in connection with the RSUs hereunder or any other  Awards granted under the Plan shall be treated as separate payments for the purposes of Code section 409A.                    18.     Governing Law. This Agreement shall be governed by and construed and interpreted in  accordance with the laws of the State of Delaware.                    19.     Counterparts. This Agreement may be executed in any number of counterparts, each of which  shall be deemed an original but all of which together shall constitute one and the same instrument.                                                                                            5 | P a g e  01435\040\8330543.v3  





 






        20.     Order of Precedence and Construction. This Agreement, the RSUs and the RSU Shares  are   subject to all provisions of the Plan (a copy of which is attached hereto as Exhibit A), including the Restricted Stock   Unit provisions of section 6 thereof, and are further subject to all interpretations and amendments thereto that may   from time to time be adopted pursuant to the Plan. In the event of any inconsistency between any provision of this   Agreement and any provision of the Plan, the provision of the Plan shall govern.  The headings of sections herein    are for convenience of reference only, are not part of this Agreement and shall not affect the construction or   interpretation of any provision hereof. Whenever the context requires, the use in this Agreement of the singular   number shall be deemed to include the plural and vice versa, and each gender shall be deemed to include each other   gender. References herein to sections refer to sections of this Agreement, except as otherwise stated. The meaning    of general words is not limited by specific examples introduced by “includes”, “including”, “for example”, “such as”   or similar expressions, which shall be deemed to be followed by the phrase “without limitation”.                     21.     Further Assurances. The Recipient agrees to do and perform all acts and execute and deliver all   additional documents, instruments and agreements as the Company or the Committee may reasonably request in   connection with this Agreement.                     22.     Data Privacy. Recipient hereby explicitly and unambiguously consents to the collection, use and   transfer, in electronic or other form, of Recipient’s personal data as described in this Agreement by and among, as   applicable, Recipient’s employer, the Company, and any Subsidiary for the exclusive purposes of implementing,   administering, and managing Recipient’s participation in the Plan. Recipient understands that the Company and the   employing Subsidiary may hold certain personal information about Recipient, including, but not limited to,   Recipient’s name, home address and telephone number, date of birth, social insurance number or other identification   number, salary, nationality, job title, and any shares of stock or directorships held in the Company or any Subsidiary,   details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or   outstanding in Recipient’s favor (“Personal Data”). Recipient understands that Personal Data may be transferred to   any third parties assisting in the implementation, administration and management of the Plan, that these entities may   be located in Recipient’s country, or elsewhere, and that the third parties’ country may have different data privacy   laws and protections than Recipient’s country. Recipient understands that he or she may request a list with the   names and addresses of any potential third parties in receipt of the Personal Data by contacting the Company’s   Equity Plans Administrator. Recipient authorizes the third parties to receive, possess, use, retain and transfer the   Personal Data, in electronic or other form, for the purposes of implementing, administering and managing   Recipient’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a   broker or other third party with whom Recipient may elect to deposit any RSU Shares received upon vest of the   RSUs. Recipient understands that Personal Data will be held as long as is necessary to administer and manage   Recipient’s participation in the Plan. Recipient understands that he or she may, at any time, view Personal Data,   request additional information about the storage and processing of Personal Data, require any necessary amendments   to Personal Data or refuse or withdraw the consents herein, without cost, by contacting in writing the Company’s   Equity Plans Administrator. Recipient understands that refusal or withdrawal of consent may affect Recipient’s  ability to realize benefits from the RSUs. For more information on the consequences of Recipient’s refusal to  consent or withdrawal of consent, Recipient understands that he or she may contact the Company’s Equity Plans  Administrator.                     23.     Electronic Delivery. The Company may, in its sole discretion, decide (a) to deliver or effect by   electronic means any documents or communications related to the RSUs granted under the Plan, Recipient’s   participation in the Plan, or future Awards that may be granted under the Plan or (b) to request by electronic means   Recipient’s consent to participate in the Plan and other communications related to the RSUs or the Plan. Recipient   hereby consents to receive such documents and communications by electronic delivery and, if requested, to agree to   participate in the Plan and deliver or effect such other communications through an on-line or electronic system  established and maintained by the Company or any third party designated by the Company.                                                                         [Signature Page Follows]                                                                                             6 | P a g e   01435\040\8330543.v3  





 






       IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed by or on behalf  of the Company and the Recipient as of the Award Date.             COMPANY:             SIMPSON MANUFACTURING CO., INC.                        By     Brian Magstadt (Feb 8, 2019)         Authorized Signatory for the Compensation         and Leadership Development Committee         of the Board of Directors             ACCEPTANCE OF AGREEMENT: Through the electronic submission of his or her consent to this Restricted  Stock Unit Agreement in accordance with the instructions on Morgan Stanley Smith Barney’s StockPlan Connect  website, the Recipient hereby confirms, ratifies, approves and accepts all of the terms and conditions of this  Restricted Stock Unit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  7 | P a g e  01435\040\8330543.v3             





 






                                             Exhibit A                                 SIMPSON MANUFACTURING CO. INC.                                        2011 INCENTIVE PLAN                                                  Adopted April 26, 2011, and                                  Amended and Restated April 21, 2015                         SECTION 1.     PURPOSE                     The purpose of the Simpson Manufacturing Co., Inc. 2011 Incentive Plan is to promote the interests of the   Company and its stockholders by providing incentives to directors, officers and employees of, and consultants to,   the Company and the Subsidiaries. Accordingly, the Company may grant to selected officers, Employees,   Consultants and Outside Directors Option Awards, Restricted Stock Awards and RSU Awards in an effort to attract   and retain qualified individuals as employees, directors and consultants and to provide such individuals with   incentives to continue service with the Company, devote their best efforts to the Company and improve the   Company’s economic performance, thus enhancing the value of the Company for the benefit of stockholders.                     This Plan amends and restates in their entirety, and incorporates and supersedes, both the Simpson  Manufacturing Co., Inc. 1994 Stock Option Plan, as amended (the “1994 Plan”), and the Simpson Manufacturing   Co., Inc. 1995 Independent Director Stock Option Plan, as amended (the “1995 Plan” and, together with the 1994   Plan, the “Prior Plans”); provided that any stock option granted under the 1994 Plan or the 1995 Plan that has not   been exercised in full and that has not expired or terminated shall continue in effect in accordance with its terms and   conditions and shall continue to be subject to and governed by the 1994 Plan or the 1995 Plan, respectively, as in   effect immediately before the adoption of this Plan.              SECTION 2.     DEFINITIONS                     As used in this Plan, the following terms have the meanings indicated:                     “Agreement” means an agreement, in written or electronic form, entered into by the Company and a   Recipient setting forth the terms and conditions applicable to an Award granted under this Plan.                     “Award” means an Option Award, a Restricted Stock Award or an RSU Award, in each case granted under   this Plan.                     “Beneficial Ownership” and “Beneficially Own” have the meanings set forth in Rule 13d-3 under the   Exchange Act.                     “Beneficiary” means each Person designated as such by a Recipient or, if no designation has been made,   each Person entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan   in the event of a Recipient’s death.                     “Board” means the Board of Directors of the Company.                     “Change  in  Control”  means  the  occurrence  of  any  one  (or  more)  of  the  following  events: (i) the   consummation of a consolidation or merger of the Company in which the Company is not the surviving corporation;   (ii) the consummation of a reverse merger in which the Company is the surviving corporation but the shares of the   Common Stock outstanding immediately preceding such reverse merger are converted by virtue of such reverse   merger into other property, whether securities, cash or otherwise; or (iii) the approval by the stockholders of the   Company of a plan or proposal for the dissolution and liquidation of the Company; provided that a “Change in   Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related   transactions immediately following which the record holders of the Common Stock immediately before such   transaction or transactions continue to have substantially the same proportionate ownership in an entity that owns all   or substantially all of the assets of the Company immediately thereafter.                                               Exhibit A–1   01435\040\8330543.v3  





 






       “Code” means the Internal Revenue Code of 1986, as amended from time to time.                    “Committee” means the Compensation and Leadership Development Committee of the Board, as from time  to time constituted, or any successor committee of the Board with similar functions, which shall consist of three or  more members, each of whom shall be an outside director as defined in the regulations issued under Code section  162(m) and a non-employee director within the meaning of applicable regulatory requirements, including those  promulgated under Exchange Act section 16.                    “Common Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to  adjustment pursuant to section 11 hereof.                    “Company” means Simpson Manufacturing Co., Inc., a Delaware corporation, or any successor thereto.                    “Consultant” means a Person that (i) renders services to the Company as an independent contractor (and   not as an Employee or Outside Director) pursuant to a contract between such Person and the Company and (ii) is  selected by the Committee to receive an Award under this Plan.                    “Disability” means (i) in the case of a Participant, determination by the Committee that he or she has  become unable to perform the functions required by his or her regular job due to physical or mental illness or  incapacity and, in connection with the grant of an ISO, he or she is within the meaning of that term as provided in  Code section 22(e)(3), and (ii) in the case of an Outside Director, determination by the Committee that he or she is  unable to attend to his or her duties and responsibilities as a member of the Board due to physical or mental illness  or incapacity.                    “Employee” means a regular, full-time or part-time employee of the Company or any Subsidiary; provided  that, for purposes of determining whether any Person may be a Participant for purposes of any grant of ISOs, the  term “Employee” shall have the meaning ascribed to such term in Code section 3401(c).                    “Exercise Price” means, with respect to each share of Common Stock subject to an Option, the price fixed  by the Committee at which such share may be purchased from the Company on the exercise of such Option.                    “Exchange Act” means the Securities Exchange Act of 1934, as amended.                    “Fair Market Value” means (i) as of any date, the closing sale price per share of Common Stock as reported  on the Composite Tape of the New York Stock Exchange, or if there are no sales on such day, on the next prior  trading day during which a sale occurred; and (ii) in the absence of such market for the shares of Common Stock,  the fair market value per share of Common Stock determined by the Committee in good faith (which determination  shall, to the extent applicable, be made in a manner that complies with Code sections 422(b) and 409A).                    “Incentive Stock Option” or “ISO” means an Option that is intended by the Committee to meet the  requirements of Code section 422 or any successor provision.                    “ISO Award” means an Award of an Incentive Stock Option pursuant to section 9 hereof.                    “NQSO” means an Option granted pursuant to this Plan that does not qualify as an Incentive Stock Option.                    “NQSO Award” means an Award of an NQSO pursuant to section 7 hereof.                    “Option” means the right to purchase Common Stock at an Exercise Price to be specified and on terms to  be designated by the Committee or otherwise determined pursuant to this Plan. The Committee shall designate each  Option as either an NQSO or an Incentive Stock Option.                    “Option Award” means an Award of an Option pursuant to section 7 hereof.                                               Exhibit A–2  01435\040\8330543.v3  





 






        “Outside Director” means a director of the Company, who is not also an Employee and who is selected by   the Committee to receive an Award under this Plan.                     “Participant” means an Employee who is selected by the Committee to receive an Award under this Plan.                     “Performance Goals” means performance goals established by the Committee from time to time. Such   goals may be absolute in their terms or measured against or in relation to other companies comparably or otherwise   situated. Such performance goals may be particular to a Participant or the Subsidiary, division or other unit in which   the Participant works or may be based on the performance of the Company as a whole. The Performance Goals   applicable to any Award that is intended to qualify for the performance-based exception from the tax deductibility   limitations of Code section 162(m) shall be based on one or more of (i) earnings, (ii) unit sales, sales volume or   revenue, (iii) sales growth, (iv) stock price (including comparison with various stock A-3 market indicies), (v) return  on equity, (vi) return on investment, (vii) total return to stockholders, (viii) economic profit, (ix) debt rating, (x)  operating income, (xi) cash flows, (xii) cost targets, (xiii) return on assets or margins or (xiv) implementation,  completion or attainment of measurable objectives with respect to (1) software development, (2) new distribution  channels, (3) customer growth targets, (4) acquisition identification and integration, (5) manufacturing, production  or inventory targets, (6) new product introductions, (7) product quality control, (8) accounting and reporting, (9)  recruiting and maintaining personnel, or (10) compliance or regulatory program targets. Any criteria used may be  measured, as applicable, (a) in absolute terms, (b) in relative terms (including but not limited to, the passage of time  or against other companies or financial metrics), (c) on a per share basis, (d) against the performance of the  Company as a whole or against particular entities, segments, operating units or products of the Company or (e) on a  pre-tax or after tax basis.                      “Person” has the meaning ascribed to that term in Exchange Act section 3(a)(9), as modified and used in   Exchange Act sections 13(d) and 14(d), except that such term shall not include (a) the Company, (b) a trustee or   other fiduciary holding securities under an employee benefit plan of the Company, or (c) an underwriter temporarily   holding securities pursuant to an offering on behalf of the Company.                     “Personal Representative” means the Person or Persons who, on the Disability or incompetence of a   Recipient, shall have acquired on behalf of the Recipient by legal proceeding or otherwise the right to receive  benefits pursuant to this Plan.                     “Plan” means this Simpson Manufacturing Co., Inc. 2011 Incentive Plan.                     “Recipient” means a Participant, an Outside Director or a Consultant, as appropriate.                     “Restricted Period” means the period during which Restricted Stock or Restricted Stock Units are subject to   a substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals or the   occurrence of other events, as determined by the Committee).                     “Restricted Stock” means those shares of Common Stock issued pursuant to a Restricted Stock Award,   which are subject to the restrictions, terms, and conditions set forth in the related Agreement or designated by the   Committee in accordance with this Plan.                     “Restricted Stock Award” means an Award of Restricted Stock pursuant to section 6 hereof.                     “Restricted Stock Units” or “RSUs” means units issued pursuant to an RSU Award, which are valued in   terms of shares of Common Stock equivalents and are subject to the restrictions, terms and conditions set forth in the   related Agreement or designated by the Committee in accordance with this Plan.                     “Retirement” means (i) in the case of a Participant, retirement from employment with the Company or any   Subsidiary at any time as described in the Simpson Manufacturing Co., Inc. Profit Sharing Plan for Salaried   Employees or in any successor plan, as from time to time in effect, or as otherwise determined by the Committee,   (ii) in the case of an Outside Director, retirement from the Board after the date, if any, established by the Committee                                                Exhibit A–3   01435\040\8330543.v3  





 






 as the date for mandatory retirement, as from time to time in effect, or as otherwise determined by the Committee,   and (iii) in the case of a Consultant, such date as is determined by the Committee.                     “RSU Award” means an Award of Restricted Stock Units pursuant to section 6 hereof.                     “Subsidiary” means a corporation, limited liability company, partnership or other entity (i) more than fifty   percent of the outstanding voting equity securities (representing the right to vote for the election of directors or other   managing authority) are now or hereafter owned or controlled, directly or indirectly, by the Company, or (ii) which   does not have outstanding voting equity securities (as may be the case in a partnership, limited liability company,   joint venture or unincorporated association), but more than fifty percent of the ownership interests of which,   representing the right generally to make decisions for such entity, is now or hereafter owned or controlled, directly   or indirectly, by the Company; provided that, for purposes of determining whether any Person may be a Participant   for purposes of any grant of Incentive Stock Options, the term “Subsidiary” shall have the meaning ascribed to such   term in Code section 424(f), as interpreted by the regulations thereunder and applicable law.                     “Tax Date” means the date the withholding tax obligation arises with respect to an Award.              SECTION 3.     STOCK SUBJECT TO PLAN                     (A)     Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, 16,320,000 shares  of Common Stock are reserved for issuance under this Plan, any or all of which may be delivered with respect to  Option Awards, Restricted Stock Awards and RSU Awards and any or all of which may be authorized and unissued  shares or treasury shares; provided that such 16,320,000 shares include all shares heretofore reserved for issuance  pursuant to the Prior Plans. Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, the   following limits shall apply with respect to Awards that are intended to qualify for the performance-based exception   from the tax deductibility limitations of Code section 162(m): (i) the maximum aggregate number of shares of   Common Stock that may be subject to Options granted in any calendar year to any one Participant shall be 150,000   shares; and (ii) the maximum aggregate number of Restricted Stock Awards and shares of Common Stock issuable   or deliverable under RSU Awards granted in any calendar year to any one Participant shall be 100,000 shares.                     (B)     Shares of Common Stock subject to Awards under this Plan or stock options granted under the  Prior Plans that are forfeited, terminated, canceled or settled without the delivery of Common Stock under this Plan  or the Prior Plans, respectively, will again be available for Awards under this Plan as if such Awards or grants had  not been made; provided that, notwithstanding any other provision herein to the contrary, the aggregate number of  shares of Common Stock that may be issued under this Plan shall not be increased by (i) shares of Common Stock  tendered in full or partial payment of the Exercise Price of any Option or any stock option granted under either of  the Prior Plans, (ii) shares of Common Stock withheld by the Company or any Subsidiary to satisfy any tax  withholding obligation, or (iii) shares of Common Stock that are repurchased by the Company.                     (C)     Notwithstanding anything in this section 3 to the contrary and solely for purposes of determining  whether shares are available for the grant of ISOs, the maximum aggregate number of shares that may be granted  under this Plan shall be determined without regard to any shares restored pursuant to this section 3 that, if taken into  account, would cause this Plan to fail the requirement under Code section 422 that this Plan designate a maximum  aggregate number of shares that may be issued.              SECTION 4.     ADMINISTRATION                     The Committee shall have exclusive authority to administer this Plan. In addition to any implied powers  and duties that may be needed to carry out the provisions hereof, the Committee shall have all the powers vested in  it by the terms hereof, including exclusive authority to select the Recipients, to determine the type, size and terms of  any and all Awards to be made to each Recipient, to determine the time when Awards will be granted, and to  prescribe the form, terms and conditions of any Agreement relating to any Award under this Plan. The Committee is  authorized to interpret this Plan and the Awards granted under this Plan, to establish, amend and rescind any rules  and regulations relating to this Plan, to make any other determinations that the Committee believes necessary or  advisable for the administration hereof, and to correct any defect or supply any omission or reconcile any                                                Exhibit A–4   01435\040\8330543.v3  





 






 inconsistency in this Plan or in any Award in the manner and to the extent that the Committee deems desirable and   consistent with the intent of this Plan. The Committee may exercise any and all of the Committee’s rights, powers,   authority and discretion under this Plan in the Committee’s absolute and exclusive discretion, and the Committee is   authorized and empowered to grant or give any consent, approval or authorization, make any determination or do or   perform any other act or thing conditionally or unconditionally, arbitrarily, or inconsistently in varying or similar  circumstances, without any accountability to any Recipient, except only as otherwise expressly provided by this Plan  or any Agreement with such Recipient. Any decision, determination, direction or other action of the Committee in  the administration of this Plan shall be final, binding and conclusive for all purposes, subject only to the further  exercise of authority of the Committee hereunder.              SECTION 5.     ELIGIBILITY                     Awards may be granted only to Recipients; provided that no Outside Director or Consultant may be granted   an ISO Award.              SECTION 6. RESTRICTED STOCK AND RESTRICTED STOCK UNIT (RSU) AWARDS                     (A)     Grant. Any Recipient may receive one or more Restricted Stock Awards or RSU Awards.                     (B)     Restricted Periods. The Restricted Period for each Restricted Stock Award or RSU Award shall    be set forth in the applicable Agreement. Except as otherwise provided in the applicable Agreement on a    termination of employment or engagement, or pursuant to section 9 hereof in the event of a Change in Control, each   Restricted Stock Award or RSU Award shall have such Restricted Period and be subject to such Performance Goals   as the Committee may determine. Except as otherwise provided in the applicable  Agreement or as determined by  the Committee, if a Restricted Stock Award or RSU Award is made to a Recipient whose employment or service as  a director or Consultant subsequently terminates for any reason before the lapse of all restrictions thereon, such  Restricted Stock or RSU with respect to which such restrictions shall not have lapsed shall be forfeited to that extent  by such Recipient.                     (C)     Certain Restricted Stock Award Provisions.                             (1)    Stockholder Rights. On the granting of a Restricted Stock Award, a Recipient shall be   entitled to all rights incident to ownership of Common Stock of the Company with respect to his or her Restricted   Stock, including the right to vote such shares of Restricted Stock and to receive dividends thereon when, as and if   paid in cash or shares of Restricted Stock, as set forth in the applicable Agreement or as determined by the   Committee. Each grant of Restricted Stock may be made without additional consideration or in consideration of a   payment by such Recipient that is less than the Fair Market Value at the date of grant.                             (2)    Certificates; Dividends on Restricted Stock; Restrictions on Transferability. During the   Restricted Period, each certificate representing Restricted Stock shall be registered in the respective Recipient’s   name and bear a restrictive legend to the effect that ownership of such Restricted Stock and the enjoyment of all   rights appurtenant thereto are subject to the restrictions, terms and conditions provided in this Plan and the   applicable Agreement. Each such certificate shall be deposited by the Recipient with the Company, together with  stock powers or other instruments of assignment, each endorsed in blank, that will permit transfer to the Company of  all or any portion of the Restricted Stock that may be forfeited in accordance with this Plan and the applicable   Agreement. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate   purposes, except that: (i) no Recipient will be entitled to delivery of a certificate representing Restricted Stock until   expiration of the restrictions applicable thereto; (ii) the Company will retain custody of all Restricted Stock issued as   a dividend or otherwise with respect to an Award of Restricted Stock, which shall be subject to the same restrictions,   terms and conditions as are applicable to the awarded Restricted Stock, until such time, if ever, as such Restricted   Stock becomes vested, and no Restricted Stock shall bear interest or be segregated in separate accounts; (iii) subject   to section 13(B) hereof, no Recipient shall have any right or power to sell, assign, transfer, pledge, hypothecate,   exchange, encumber or otherwise dispose of any Restricted Stock during the applicable Restricted Period; and (iv)   unless otherwise determined and directed by the Committee, a breach of any restriction, term or condition in this   Plan or the applicable Agreement or established by the Committee with respect to any Restricted Stock will cause a                                                Exhibit A–5   01435\040\8330543.v3  





 






 forfeiture of such Restricted Stock, including any Restricted Stock issued as a dividend or otherwise with respect   thereto.                     (D)     Certain Restricted Stock Unit (RSU) Award Provisions.                             (1)    General. Each grant of Restricted Stock Units shall constitute an agreement by the   Company to issue or deliver shares of Common Stock or cash to the Recipient thereof following the end of the   applicable Restricted Period in consideration of the performance of services. Each such grant of Restricted Stock   Units may be made without additional consideration or in consideration of a payment by such Recipient that is less   than the Fair Market Value at the date of grant.                             (2)    No Stockholder Rights. A Recipient who receives an RSU Award shall not have any   rights as a stockholder with respect to the shares of Common Stock subject to such RSUs until such time, if any, as   shares of Common Stock are delivered to such Recipient pursuant to the applicable Agreement.                             (3)    Payment. Unless otherwise determined by the Committee, each Agreement relating to an   RSU Award shall set forth the payment date for such RSU Award, which date shall not be earlier than the end of the   applicable Restricted Period. Payment of earned Restricted Stock Units may be made in one or more installments   and may be made wholly in cash, wholly in shares of Common Stock or a combination thereof, as determined by the   Committee.              SECTION 7.     OPTION AWARDS                     (A)     Grant. Any Recipient may receive one or more Option Awards.                     (B)     Designation and Price.                             (1)    Any Option granted under this Plan may be granted as an ISO or as an NQSO as shall be   determined by the Committee at the time of the grant of such Option. Only Participants may be granted ISOs. Each   Option shall, as directed by the Committee, be evidenced by an Agreement, which shall specify whether the Option   is an ISO or an NQSO and shall contain such terms and conditions as the Committee may determine in accordance   with this Plan.                             (2)    Every ISO or NQSO shall provide for a fixed expiration date of not later than ten years   from the date that such ISO or NQSO is granted.                             (3)    The Exercise Price pursuant to each Option shall be fixed by the Committee at the time of  the granting of the Option, but shall not in any event be less than the Fair Market Value on the date that such Option  is granted, subject to adjustment as provided in section 11 hereof.                     (C)     Exercise. The Committee may provide for Options granted under this Plan to be exercisable as a   whole at any time or in part from time to time. Shares of Common Stock to be issued on any exercise of an Option   will be issued after the Company receives (i) notice (in such form as the Committee may require) from the holder   thereof of the exercise of such Option, and (ii) payment as provided in section 7(D) hereof of the aggregate Exercise   Price for all shares with respect to which such Option is exercised. Each such notice and payment shall be delivered   at such place and in such manner as the Committee may specify from time to time.                     (D)     Payment. The Exercise Price for the shares of Common Stock issuable on the exercise of an   Option shall be paid in full at the time of such exercise either in cash or by such other means as the Committee may   approve, which may include tendering unencumbered shares of Common Stock then owned by the Recipient   exercising such Option having an aggregate Fair Market Value at the time of such exercise equal to the aggregate   Exercise Price of the shares being purchased on such exercise or cashless exercise through a securities broker.                                                Exhibit A–6   01435\040\8330543.v3  





 






        (E)     Expiration or Termination of Awards.                             (1)    Participants.                                    (a)    Except as otherwise provided in the applicable Agreement or as determined by  the Committee, if a Participant who holds an outstanding Option dies while employed, during the period when such  Participant, if Disabled, would be entitled to exercise such Option, or after such Participant’s Retirement, then such  Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such  Option, by the Beneficiaries of the decedent for the number of shares that such Participant could have acquired on  exercise of such Option immediately before such Participant’s death.                                    (b)    Except as otherwise provided in the applicable Agreement or as determined by  the Committee, if the employment of a Participant who holds an outstanding Option ceases by reason of Disability at  any time during the term of the Option, such Option shall be exercisable, at any time or from time to time, before the  fixed termination date set forth in such Option, by such Participant or his or her Personal Representative for the  number of shares that such Participant could have acquired on exercise of such Option immediately before such   Participant’s Disability.                                    (c)    Except as otherwise provided in the applicable Agreement or as determined by  the Committee, if the employment of any Participant who holds an outstanding Option ceases by reason of  Retirement, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set  forth in such Option, for the number of shares that such Participant could have acquired on exercise of such Option  immediately before such Participant’s Retirement.                                    (d)    Notwithstanding any provision of this Plan to the contrary, any Option may, in  the discretion of the Committee or as provided in the applicable Agreement, become exercisable, at any time or from  time to time, before the fixed termination date set forth in the Agreement relating to such Option, for the full number  of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise  of such Option, from and after the time the Participant ceases to be an Employee as a result of the sale or other  disposition by the Company or any Subsidiary of assets or property (including shares of any Subsidiary) in respect  of which such Participant shall theretofore have been employed or as a result of which such Participant’s continued  employment is no longer required.                                    (e)    Except as otherwise provided in subsections (a), (b), (c) and (d) of this section  7(E)(1) and sections 9(D) and 13(I) hereof, if the employment of any Participant who holds an outstanding Option  ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination  date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Participant’s  employment, for the number of shares that such Participant could have acquired on exercise of such Option  immediately before the cessation of such Participant’s employment; provided that such Option shall terminate on  and as of such earlier date.                             (2)    Outside Directors and Consultants.                                    (a)    Except as otherwise provided in the applicable Agreement or as determined by  the Committee, if the service of any Outside Director or Consultant who holds an outstanding Option ceases by  reason of Retirement, death or Disability, such Option shall be exercisable, at any time or from time to time, before  the fixed termination date set forth in the Agreement relating to such Option, by such Outside Director or  Consultant, his or her Personal Representative or his or her Beneficiaries for the number of shares that such Outside  Director or Consultant could have acquired on exercise of such Option immediately before such Outside Director’s  or Consultant’s Retirement, death or Disability.                                    (b)    Except as otherwise provided in subsection (a) of this section 7(E)(2) and  sections 9(D) and 13(I) hereof, if the service of any Outside Director or Consultant who holds an outstanding Option  ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination  date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Outside                                                Exhibit A–7   01435\040\8330543.v3  





 






 Director’s or Consultant’s service, for the number of shares that such Outside Director or Consultant could have   acquired on exercise of such Option immediately before the cessation of such Outside Director’s or Consultant’s   service; provided that such Option shall terminate on and as of such earlier date.              SECTION 8.     CONTINUED EMPLOYMENT                     Nothing in this Plan, or in any Award granted pursuant to this Plan, shall confer on any Person any right to   continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise   affect in any way the right of the Company or any Subsidiary to terminate any Recipient’s employment or service at   any time.              SECTION 9.     CHANGE IN CONTROL                     (A)     Restricted Stock and RSU Awards. On a Change in Control, except as otherwise provided in the   applicable Agreement and subject to compliance with Code section 409A, either: (i) the surviving or resulting   corporation or the successor to the business of the Company shall substitute similar benefits for the Restricted Stock   Awards and RSU Awards outstanding under this Plan; or (ii) such Restricted Stock Awards or RSU Awards shall   continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to   substitute similar benefits for such Restricted Stock Awards and RSU Awards and refuses to continue such   Restricted Stock Awards and RSU Awards in full force and effect, and if the nature and terms of employment or   engagement, including compensation and benefits, of the respective Recipients will change significantly as a result   of the Change in Control, then the Restricted Period relating to each such Restricted Stock Award or RSU Award   shall terminate, and from and after such Change in Control, each such Restricted Stock Award or RSU Award shall   be free of all other restrictions for all shares of Restricted Stock or RSUs that shall not theretofore have been  acquired under the applicable Agreement.                     (B)     Option Awards. On a Change in Control, except as otherwise provided in the applicable   Agreements, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall   assume all Options outstanding under this Plan or shall substitute similar options for those outstanding under this   Plan, or (ii) such Options shall continue in full force and effect; provided that, if such surviving or resulting   corporation or such successor refuses to assume or continue such Options or to substitute similar options for those   outstanding under this Plan, and if the nature and terms of employment or engagement, including compensation and   benefits, of the respective Recipients will change significantly as a result of the Change in Control, then each such   Option shall become immediately exercisable for the full number of shares subject to such Option or any thereof,   less such number as shall theretofore have been acquired on exercise of such Option, and shall be terminated if not   exercised before or at the time of such Change of Control.                     (C)     Cash-Out of Awards. In connection with a Change in Control, notwithstanding any of the   foregoing provisions of this section 9 to the contrary, the Committee may, either pursuant to the applicable   Agreement or by resolution adopted before the Change in Control, provide that any outstanding Award (or a portion   thereof) shall, on such Change in Control, be cancelled in exchange for payment in cash of the amount, if any, by   which the aggregate Fair Market Value of the shares of Common Stock subject to such Award exceeds the aggregate   Exercise Price therefor.              SECTION 10.    WITHHOLDING TAXES                     Federal, state or local law may require the withholding of taxes resulting from the grant or vesting of an   Award or the exercise of an Option. The Company may permit or require (subject to such conditions or procedures   as may be established by the Committee) any such tax withholding obligation of a Participant to be satisfied by any   of the following means, or by any combination of such means: (i) cash payment by such Participant to the    Company; (ii) withholding from the shares of Common Stock otherwise issuable to such Participant pursuant to the   vesting or exercise of an Award of a number of shares of Common Stock having an aggregate Fair Market Value, as   of the Tax Date, sufficient to satisfy the withholding tax obligation; or (iii) delivery by the Participant to the   Company of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date,   sufficient to satisfy the withholding tax obligation arising from the vesting or exercise of an Award. If the payment                                                Exhibit A–8   01435\040\8330543.v3  





 






 or delivery specified in clause (i) or (iii) of the preceding sentence is required but is not paid by a Participant, the   Company may refuse to issue Common Stock to such Participant under this Plan.              SECTION 11.    ADJUSTMENTS ON CHANGES IN CAPITALIZATION                     In the event of any change in the outstanding Common Stock of the Company by reason of any stock split,  stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up,  split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders  other than normal cash dividends, the number or kind of shares that may be issued under this Plan pursuant to  section 3 hereof and the number or kind of shares subject to, or the price per share under any outstanding Award,  shall be adjusted, automatically and without notice, so that the proportionate interests of the Recipients shall be  maintained as before the occurrence of such event; provided that no adjustment shall be made pursuant to this  section 11 that would (i) cause any Option intended to qualify as an ISO to fail to qualify as an ISO, (ii) cause an  Award that is otherwise exempt from Code section 409A to become subject to Code section 409A, or (iii) cause an  Award that is subject to Code section 409A to fail to satisfy the requirements of Code section 409A.              SECTION 12.    AMENDMENT AND TERMINATION                     The Committee may amend this Plan at any time or from time to time; provided that: (i) the Committee   may not, without approval by the Board, materially increase the benefits provided to Recipients under this Plan; (ii)   any amendment with respect to Restricted Stock Awards or RSU Awards granted to Outside Directors must be   approved by the Board; and (iii) no amendment that requires stockholder approval in order for this Plan to continue   to comply with any provision of the Exchange Act, any rule promulgated by the Securities and Exchange   Commission under the Exchange Act, any rule of the New York Stock Exchange or any other securities exchange on   which shares of Common Stock are listed, or any other applicable law, rule or regulation, shall be effective unless   such amendment shall be approved by the requisite vote of stockholders of the Company within the time period   required under such provision.                     Without the approval of the stockholders of the Company, (i) neither the Board nor the Committee will   authorize the amendment of any outstanding Option to reduce the Exercise Price thereof, except for adjustments   made pursuant to section 11 hereof, (ii) no outstanding Option will be cancelled and replaced with another Option   Award having a lower Exercise Price, or for another Award, or for cash, except as provided in section 9 or 11   hereof, and (iii) no Option will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of   another Award; provided that this sentence is intended to prohibit, without stockholder approval, the re-pricing of   Options that have Exercise Prices above Fair Market Value and will not be construed to limit or prohibit any   adjustment pursuant to section 9 or 11 hereof.                     The Committee may terminate this Plan at any time; provided that such termination shall not affect any   Awards theretofore made or any stock options theretofore granted under either of the Prior Plans and such Awards   and stock options shall continue to be subject to all terms and conditions of this Plan (including the second   paragraph of section 1 hereof) notwithstanding such termination.              SECTION 13.    MISCELLANEOUS PROVISIONS                     (A)     No Rights to Awards. No Person has or shall have any claim or right to be granted an Award   under this Plan.                     (B)     Assignment and Transfer. No right or interest of any Recipient under this Plan or in any Award   may be assigned or transferred as a whole or in part, directly or indirectly, by operation of law or otherwise (except  by will or the laws of descent and distribution), including by way of execution, levy, garnishment, attachment,  pledge or bankruptcy or in any other manner, and no such rights or interests of any Recipient in this Plan shall be  subject to any obligation or liability of such Recipient; provided that the Committee may determine that a  Recipient’s rights and interests under this Plan or in any Award may be made transferable by such Recipient during   his or her lifetime, subject to such conditions as the Committee may specify. Except as provided in section 6 hereof,   no Award shall entitle the Recipient thereof, as such, or any of such Recipient’s Beneficiaries or Personal                                                Exhibit A–9   01435\040\8330543.v3  





 






Representative, to any rights of a stockholder of the Company, unless and until shares subject to such Award are  issued to and registered on the Company’s records in the name or names of such Recipient, Beneficiaries or Personal  Representative, as the case may be, and then only with respect to such shares.                    (C)     Compliance with Legal and Exchange Requirements. This Plan, the grant and exercise of Awards  hereunder, the issuance of Common Stock and other interests hereunder, and the other obligations of the Company  under this Plan and any Agreement, shall be subject to all applicable federal and state laws, rules and regulations,  and to such approvals by any regulatory or governmental agency as the Committee may determine are necessary or  advisable. The Company or the Committee may postpone the grant or exercise of any Award, the issuance or  delivery of Common Stock under any Award or any other action permitted under this Plan to permit the Company,  with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Common  Stock or other required action under any federal or state law, rule or regulation and may require any Recipient to  make such representations and furnish such information as the Committee may consider appropriate in connection  with the issuance or delivery of Common Stock in compliance with any and all applicable laws, rules and  regulations. The Company shall not be obligated by virtue of any provision of this Plan or any Agreement to  recognize the exercise of any Award or otherwise to sell or issue Common Stock in violation of any such law, rule  or regulation. Any postponement of the exercise or settlement of any Award under this section 13(C) shall not  extend the term of any Award. Neither the Company nor any Subsidiary nor any director or officer of the Company  shall have any obligation or liability to any Recipient with respect to any Award (or Common Stock issuable  thereunder) that shall lapse because of any such postponement.                    (D)     Section 409A. Awards granted under this Plan shall be designed and administered in a  manner  that they are either exempt from the application of, or comply with, the requirements of Code section 409A. To the  extent that the Committee determines that any Award is subject to Code section 409A, the Agreement relating to  such Award shall incorporate terms and conditions necessary to avoid the imposition on the Recipient of additional  tax under Code section 409A. Notwithstanding anything to the contrary in this Plan or any Agreement (unless such  Agreement provides otherwise with specific reference to this section 13(D)): (i) no Award shall be granted,   deferred, accelerated, extended, paid, settled, substituted or modified under this Plan in a manner that would result in  the imposition on a Recipient of additional tax under Code section 409A; and (ii) if an Award is subject to Code  section 409A, and if the Recipient to whom such Award is granted is a “specified employee” (as defined in Code  section 409A, with such classification to be determined in accordance with methodology established by the  Company), no distribution or payment of any amount under such Award shall be made before a date that is six  months following the date of such Recipient’s “separation from service” (as defined in Code section 409A) or, if  earlier, the date of such Recipient’s death. The Company intends to administer this Plan so that Awards will be  exempt from, or will comply with, the requirements of Code section 409A; provided that the Company does not and  shall not make any representation or warranty that any Award under this Plan will qualify for favorable tax   treatment under Code section 409A or any other provision of federal, state, local or foreign law. The Company shall  not be liable to any Recipient for any tax, interest or penalties a Recipient might owe as a result of the grant,  holding, vesting, exercise or payment of any Award.                    (E)     Ratification and Consent. By accepting any Award under this Plan, each Recipient and each  Personal Representative or Beneficiary claiming under or through such Recipient shall be conclusively deemed to  have accepted, ratified and consented to all of the terms and conditions of this Plan and any and all action taken  under this Plan by the Company, any Subsidiary, the Board or the Committee.                    (F)     Other Compensation. Nothing in this Plan shall prevent, limit or otherwise affect the right, power  and authority of the Board with respect to any other or additional compensation arrangements.                    (G)     Grant Date. Each Recipient shall be deemed to have been granted an Award on the date that the  Committee grants such Award under this Plan or such later date as the Committee shall determine at the time such  grant is authorized.                    (H)     No Fractional Shares.  No fractional shares shall be issued or delivered pursuant to this Plan or   any Award. The Committee shall determine whether cash or other property shall be issued or paid in lieu of  fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.                                               Exhibit A–10  01435\040\8330543.v3  





 






        (I)     Forfeiture Provision. Except as otherwise expressly provided by the applicable Agreement, the   Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if:                             (1)    the Recipient, while employed by the Company or any Subsidiary, prepares to          engage or engages, directly or indirectly, without the written consent of the Company, in any          manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any          business or activity competitive with any business conducted by the Company or any Subsidiary,          as determined by the Committee;                             (2)    the Recipient performs any act or engages in any activity that the Committee          determines is materially detrimental to the best interests of the Company or any Subsidiary; or                             (3)    the Recipient materially breaches any agreement with or duty to the Company or          any Subsidiary, including any non-competition agreement, non-solicitation agreement,          confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works          agreement, as determined by the Committee.                     (J)     Participants Outside the United States. Notwithstanding any provision of this Plan to the contrary,   to comply with the laws of other countries in which the Company and the Subsidiaries operate or have Employees or   Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered   by this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in   this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the   United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and   procedures, to the extent such actions may be necessary or advisable; and (v) take any action, before or after an  Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory  exemption or requirement; provided that the Committee is not authorized to take any action hereunder, and no  Awards shall be granted, that would violate any applicable law.                     (K)     Successors. All obligations of the Company under this Plan and with respect to Awards shall be   binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect   purchase, merger, consolidation or other event, or a sale or disposition of all or substantially all of the business or   assets of the Company, and references to the “Company” herein and in any Agreements shall be deemed to refer to   such successors.                     (L)     Severability. If any provision of this Plan, or the application of such provision to any Person or   circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this   Plan, or the application of such provision to Persons or circumstances other than those to which it is held to be   invalid or unenforceable, shall not be affected thereby.                     (M)     Construction. The headings of the sections hereof are for convenience of reference only and are   not part of this Plan. As used herein, each gender includes each other gender, and the singular includes the plural    and vice versa, as the context may require. Reference herein to any section includes reference to each and all   subsections of such section. For purposes of this Plan, each of the words “include,” “includes” and “including” shall   be deemed to be followed by the phrase “without limitation.”                     (N)     Governing Law. This Plan shall be governed by and interpreted and construed in accordance with   the laws of the State of Delaware.              SECTION 14.    EFFECTIVENESS OF THIS PLAN                     This Plan shall be submitted to the stockholders of the Company for their approval at their annual meeting   scheduled to be held on April 26, 2011, or at such other annual or special meeting as the Board may specify, or any   adjournment or postponement thereof. This Plan will be effective as of the date of its approval by the stockholders    of the Company.                                                Exhibit A–11   01435\040\8330543.v3