ex10142019psuagreementps






                                                                                 EXHIBIT 10.14         2019 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT           Company:                           Simpson Manufacturing Co., Inc.           Recipient:                                                   Recipient   is set  forth  on  the                                                       online award acceptance page on Morgan Stanley                                             Smith                                        Acceptance                                             Page    at  https://www.stockplanconnect.com,  which  is                                             incorporated by reference to this Agreement.           Target PSU Shares:                 The aggregate number of shares of Common Stock as stated                                             on the Acceptance Page.           The Number of Shares of            200% of the Target PSU Shares.          Common Stock Subject to PSUs          Granted Hereunder               PSU Shares  :           The Effective Date of the Award    A date in 2019 as determined by the Committee in its absolute               Award Date   :                discretion and as set forth on the Acceptance Page.           Measurement Period                 A  three-year  period  beginning  on  January  1,  2019,  and               Measurement Period  :         ending on December 31, 2021.           The Date the PSU Shares Vest       A date subsequent to the Measurement Period as determined               Vesting Date                  by the Committee in its absolute discretion and as set forth on                                             the Acceptance Page.           Vesting Period                     A  period  beginning  on  the  Award  Date,  and  ending  on the               Vesting Period                Vesting Date; provided, however, that if the Vesting Date falls                                             on a weekend or federal holiday, such period shall end on the                                             immediately following business day.1           Specific Performance Goals         The Specific Performance Goals are set forth on Exhibit A.          (    Specific Performance Goals          This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT                  Agreement   is made   as of the Award Date stated on the Acceptance Page by and between Simpson Manufacturing Co., Inc., a Delaware                  Company            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                Plan                                     tee all authority   to administer the Plan.  The Committee has determined to grant to the Recipient, under the Plan, performance-based   Restricted Stock Units PSUs   with respect to the PSU Shares stated on the Acceptance Page.      1 For example, if the Award Date is determined by the Committee to be March 11, 2019 and the Vesting Date is determined by  the Committee to be February 19, 2022, then the PSU Shares, if any (based on the Specific Performance Goals), will vest on  February  22,  2022  (because  February  19,  2022  falls  on  a  Saturday  and  Monday  February  21,  2022  is  a  federal  holiday,                the immediately following business day is February 22, 2022) and the Vesting Period will be from March 11,  2019 to February 22, 2022.                                                                                             1 | P a g e 01435\040\8330526.v3  





 






           To evidence the  PSUs 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  PSUs to  the Recipient and the  Recipient agrees  to  accept  the   PSUs and participate in the Plan, effective as of the Award Date.  As a condition of the grant, this Agreement and   the PSUs 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            pensation recovery policy.                   (b)    The  PSUs  shall  be  reflected  in  a  bookkeeping  account  maintained  by  the  Company   through the date on which the PSUs become vested pursuant to section 2 or are forfeited pursuant to section 3.  The   Recipient  acknowledges  and  agrees  that  (i)  the  PSU  Shares  merely  represent  the  maximum  number  of  shares  of   Common Stock that are granted under the PSUs and are not necessarily the number of shares of Common Stock that   will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this   Agreement  and  the  Plan,  the  number  of  shares  of  Common  Stock,  which  will  eventually  vest  in  favor  of  the   Recipient  under  the  PSUs Vested  Shares   will  be  subject  to  the  Specific  Performance  Goals  and  will  be   between 0% and 200% of the Target PSU Shares.                   (c)   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 PSUs shall be settled   by the issuance and delivery of the Vested 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 last day of the Vesting   Period (a time or fixed schedule specified for the purpose of Code section 409A) subject to satisfaction of any other   terms and conditions applicable to the PSUs; provided,  however, that  the  number  of  the Vested 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  Vested  Shares.   In  settling  the  PSUs  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 PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares   under the cancelled PSUs and (B) the average closing price of a share of Common Stock over the period ending on   the  date  the  PSUs  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  PSU  Shares  (and/or  cash),  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,  the  PSUs  shall  vest,  and  the  Restricted  Period  with  respect  to  the  PSUs  shall   terminate, immediately following the last day of the Vesting Period; provided, however, that  the PSUs shall  vest   during the Vesting Period on the date, (a) immediately preceding the effective date of   determined by the Committee in relation to the PSUs: 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                                                                                             2 | P a g e   01435\040\8330526.v3  





 






   Company  or any  Subsidiary,  as  applicable, and  still  be  qualified  for Retirement  under  this  sub-section  (B)2),  (b)  immediately preceding the                                                                   and (c) the effective  date of the termination of  Company  or Subsidiary  (which,  whenever  used  in  this  Agreement,  includes  any  such            )  without  Cause,3  or  by  the  Recipient  for  a  Good  Reason,4  in  either  case  only  in  connection  with  or  within  24  months  following a Sale Event.5  On the day that the PSUs become vested pursuant to the foregoing, the PSU Shares stated  on  the  Acceptance  Page  shall  be  adjusted  pursuant  to  the  Specific  Performance  Goals  as  set  forth  on  Exhibit  A  attached hereto, and after the adjustment, become the total number of  the Vested Shares that will be used to settle  the PSUs under section 1(d); provided, however, that, if the PSUs have vested during the Vesting Period, the PSUs  shall  continue  to  be  subject  to  the  terms  and  conditions  of  this  Agreement,  including  adjustment  pursuant  to  the  Specific Performance Goals during the Vesting Period, and in addition, the number of Vested Shares that will be  used to settle the PSUs under section 1(d) will be prorated so that the Recipient will only receive a portion of the  Vested Shares that is equal to the product of (x) the number of the Vested Shares and (y) a percentage that is equal  to the number of days between and including the first day of the Vesting Period and the day when the PSUs become  vested as divided by the number of days of the whole Vesting Period.  The Recipient explicitly acknowledges and  agrees  that  (i)  the  Committee  has  the  absolute  discretion  to  determine  the  number  of  the  Vested  Shares,  (ii)  the  Committee may engage professional advisors and consultants and rely on their opinions and advice to make such  determination,  (iii)  such  determination  shall  be  binding  on  the  Recipient,  and  (iv)  the  granting  or  vesting  of  the                                                    2 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 Vested 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 Vested Shares.  3 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                                                                                                              ices  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.  4 A Good Reason         the occurrence of any of the following events: (i) a material adverse change in the functions, duties or                                   ition (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                                                                                                          , (ii) the  relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale  Event                                                                                                                                                                                                                             olitan  area of the Original Office), or  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.  5    Sale  Event 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.                                                                                                         3 | P a g e   01435\040\8330526.v3  





 






    PSUs  as  well  as                                      shall  be  subject  to  all  applicable  policies  and   guidelines  of  the  Company,  including         compensation  recovery,  stock  ownership,  and  hedging,   pledging and trading policies.           3.      Forfeiture.   Anything herein to the contrary notwithstanding, (a) all  PSUs 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  PSUs,  such  award  will  continue  in   accordance with its own terms and conditions), and (b) all PSUs, 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   PSUs, (b) the lapse of any substantial risk of forfeiture to which the PSUs or the Vested Shares are subject, or (c) the   disposition of the PSUs or the Vested 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  Vested  Shares,  when  issued  and  delivered  on  the  vesting  of  the  PSUs  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   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    to the tax consequences of this Agreement and the PSUs.           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 PSUs 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 PSUs 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  PSUs  nor  the  issuance  or   delivery of the Vested   Representative, to any rights of a stockholder of the Company, unless and until the Vested Shares are registered on    Representative, as the case may be, and then only with respect to such Vested 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 termin  service at any time.  If the Award of the PSUs   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.                                                                                             4 | P a g e   01435\040\8330526.v3  





 






           11.     Regulatory  Compliance.   Notwithstanding  anything  herein  to  the  contrary,  the  issuance  and   delivery of the Vested 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                                                                                         imile 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  PSUs.   The  Recipient  specifically  acknowledges  and   agrees that all descriptions of the PSUs 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 PSUs 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 Vested Shares.           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  PSUs  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.           20.     Order of Precedence and Construction.  This Agreement and the PSUs are subject to all provisions   of  the  Plan  (a  copy  of  which  is  attached  hereto  as  Exhibit  B),  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                                                                                              , which                                                         .                                                                                             5 | P a g e   01435\040\8330526.v3  





 






           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                                                                                        and among, as                                the  Company,  and  any  Subsidiary  for  the  exclusive  purposes  of  implementing,                                                            Recipient understands that the Company and the   employing  Subsidiary  may  hold  certain  personal  information  about  Recipient,  including,  but  not  limited  to,             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  PSUs  or  any  other  entitlement  to  shares  of stock  awarded,  canceled,  exercised,  vested,  unvested  or                                                                 s 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               ,                                  country may have different data privacy   laws  and  protections               try.   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   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                                          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 Vested Shares received upon vest of the   PSUs.   Recipient  understands  that  Personal  Data  will  be  held  as  long  as  is  necessary  to  administer  and  manage    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    Equity  Plans  Administrator.   Recipient  understands  that  refusal  or  withdrawal  of  consent   ability  to  realize  benefits  from  the  PSUs.   For  more  information  on  the  consequences  of   consent or withdrawal of consent,  Recipient understands that he or she may contact  the  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  PSUs  granted  under  the   participation in the Plan, or future Awards that may be granted under the Plan or (b) to request by electronic means                                         and other communications related to the PSUs 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\8330526.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     ___________________________________          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                                                                                 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\8330526.v3  





 






                                                      Exhibit A                                             Specific Performance Goals            (A).    Basic Terms for the Specific Performance Goals.           The parties agree on the following terms for the Specific Performance Goals:             Specific Performance Goals number of the Adjusted Shares Group I and (2) the number of the Adjusted Shares Group II; calculated as follows:            ( ( (A) the number of the Target PSU Shares / 2) x the Revenue CAGR Multiplier ) +            ( ( (A) the number of the Target PSU Shares / 2) x the Revenue ROIC Multiplier );           provided,  however,  that  in  case  of  a  Sale  Event  during  the  Measurement  Period,  as  determined  by  the  Committee in its absolute discretion and to the extent as permitted under Code section 409A (without causing the  PSUs to fail to be  exempt  from or  comply  with  409A),  the  Specific Performance Goals hereunder, including  the  Revenue CAGR Multiplier and/or the ROIC Multiplier, may be replaced by any of the Performance Goals defined  under the Plan, after being adjusted for the accounting fair value of the Specific Performance Goals hereunder as of  the Sale Event.6            (B).    How to Determine the Specific Performance Goals.           The  Committee  has  the  absolute  discretion  to  determine,  and  its  determination  shall  be  binding  on  the  Recipient with respect to, any of the following:             Adjusted Shares Group I                           PSU Shares that is equal to the product of (A) 50% of  the number of the Target PSU Shares and (B) the Revenue CAGR Multiplier.            Adjusted Shares Group II                           PSU Shares that is equal to the product of (A) 50% of  the number of the Target PSU Shares and (B) the ROIC Multiplier.                                                     6 In case of a Sale Event during the Measurement Period, in which (a) the Company ceases to exist, (b) the Subsidiary with which  the Recipient is employed or engaged is acquired, or (c) all or substantially all of the assets of the Company or Subsidiary  are  sold or otherwise disposed of, unless (i) the acquiring or surviving entity does not maintain an equity incentive program or (ii) a  new entity is created through the Sale Event and all stockholders of the Company immediately prior to the Sale Event become  stockholders of the new entity, with respect to the remaining fiscal years of the Measurement Period (including any unfinished  fiscal year as of the Sale Event), as determined by the Committee in its absolute discretion and to the extent as permitted under  Code section 409A (without causing the PSUs to fail to be exempt from or comply with 409A), the Specific Performance Goals  hereunder  may  be  replaced  by  the  Specific  Performance  Goals  that  the  acquiring  or  surviving  entity  uses  in  relation  to  the  performance-based  equity  awards  granted  to  its  similarly-situated  employees,  consultants  or  outside  directors,  after  being  adjusted for the accounting fair value of the Specific Performance Goals hereunder as of the Sale Event.  In the event a new entity  results from the Sale Event and all stockholders of the Company immediately prior to the Sale Event become stockholders of the  new  entity, the  Specific  Performance  Goals hereunder shall  continue to  apply to the PSUs,  assumed, continued or  substituted  upon the Sale Event as if the new entity is the Company.  For example, if a Sale Event takes place in June 2019, resulting in no  new entity, and the Company ceases to exist, and if the Committee approves the goal replacement, the fiscal year 2019 will still  be  subject  to  the  Specific  Performance  Goals  hereunder  while  the  fiscal  years  2020  and  2021  will  be  subject  to  the  aforementioned Performance Goals of the acquiring or surviving entity.  In the event the acquiring or surviving entity does not  maintain an equity incentive program or does not use any of the Performance Goals defined under the Plan with respect to the  performance-based  equity  awards  granted  to  its  similarly-situated  employees,  consultants  or  outside  directors,  the  Specific  Performance Goals hereunder shall continue to apply to the PSUs, assumed, continued or substituted upon the Sale Event as if the  acquiring or surviving entity is the Company.                                                     Exhibit A - 1  01435\040\8330526.v3  





 






            Prorated  Allocation means  assigning  a  multiplier  that  is  equal  to  the  sum  of  (A)  the  applicable  lower   percentage limit and (B) the product of (1) the difference between the applicable lower and upper percentage limits   and                                               Revenue CAGR  or  ROIC (each  as defined  below), as   applicable, as divided by the difference between the applicable lower and upper goal limits.                  (B). Part I.   Revenue CAGR Multiplier.            Revenue CAGR Multiplier                  by the Committee as follows:                                                                  Revenue Growth Goal                                  Revenue CAGR Multiplier                                                                              Revenue  CAGR  is  <  Revenue  CAGR   0%     Threshold                                                                               Revenue  CAGR  is  =  Revenue  CAGR   50%     Threshold                                                                               Revenue  CAGR  is  >  Revenue  CAGR   Prorated Allocation within >50% and < 100%7     Threshold and < Revenue CAGR Target                                                                            Revenue CAGR is = Revenue CAGR Target   100%                                                                            Revenue CAGR is > Revenue CAGR Target   Prorated  Allocation  within  >100% and  <     and < Revenue CAGR Max                               200%8                                                                            Revenue CAGR is >= Revenue CAGR Max     200%                     Revenue CAGR         , as certified by the Committee,        compound annual growth rate for   the  Measurement  Period,  calculated  pursuant  to  GAAP   Measurement Period.            Revenue CAGR Threshold                    Revenue CAGR goal determined by the Committee for   the Measurement Period. Pursuant to the foregoing, as of the Award Date, the Revenue CAGR Threshold has been   determined by the Committee to be 6%.             Revenue  CAGR  Target                 Revenue  CAGR  goal  determined  by  the  Committee  for  the   Measurement  Period.  Pursuant  to  the  foregoing,  as  of  the  Award  Date,  the  Revenue  CAGR  Target  has  been   determined by the Committee to be 9%.            Revenue CAGR Max                       Revenue CAGR goal determined by the Committee for the   Measurement  Period.  Pursuant  to  the  foregoing,  as  of  the  Award  Date,  the  Revenue  CAGR  Max  has  been   determined by the Committee to be 13%.                  (B). Part II.   ROIC Multiplier.            ROIC Multiplier                 by the Committee as follows:             ROIC Goal                                           ROIC Multiplier                                                    7  is 75%.  8                                                         and CAGR Max, the applicable CAGR Multiplier is  150%.                                                Exhibit A - 2  01435\040\8330526.v3  





 






                                                                                                                   0%                                                                                   = ROIC Threshold               50%                                                              the Compan                                          Prorated Allocation within >50% and < 100%9     and < ROIC Target                                                              the Compan             ROIC Target                  100%                                                                                   > ROIC Target                  Prorated  Allocation  within  >100% and  <     and < ROIC Max                                      200%10                                                                                                                  200%                     ROIC        , as certified by the Committee, the arithmetic mean of the   annual returns on   invested capital ratio for the three fiscal years of the Measurement Period, calculated based on (i) the net income of   each fiscal year during the Measurement Period (with the net income as presented in the consolidated statements of   operations of the Company prepared pursuant to GAAP for that year) as divided by (ii) the arithmetic mean of (x)   the sum of the t                   and the total long-term liabilities of the same year and (y) the sum of the                                total long-term liabilities of the  prior year (with each of the   equity and the total long-term liabilities as presented in the consolidated balance sheets of the Company prepared   pursuant to GAAP for that applicable year).            ROIC  Threshold                                                               Measurement   Period.  Pursuant  to  the  foregoing,  as  of  the  Award  Date,  the  ROIC  Threshold  has  been  determined  by  the   Committee to be 10%.            ROIC Target                 ROIC goal determined by the Committee  for the  Measurement Period.    Pursuant to the foregoing, as of the Award Date, the ROIC Target has been determined by the Committee to be 14%.            ROIC Max                                                               Measurement Period.    Pursuant to the foregoing, as of the Award Date, the ROIC Max has been determined by the Committee to be 20%.           (C).                                                                     The  Committee  shall  make  any  and  all  such  determinations  and  calculations  required  under  Section  (B)   above no later than the latest time permitted by the Internal Revenue Code of 1986, as amended, and the regulations   and interpretations thereunder.           (D).    Representative Examples.           Without prejudicing any of the forego  above, the parties agree on the following representative (and non-exhaustive examples for the Specific Performance   Goals:11                  (D). Part I.   Example 1.                                                     9  75%.  10                                                             Max, the applicable ROIC Multiplier is 150%.  11 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or  otherwise eliminated as determined by the Committee.  As a result, the decimal  fractions of the number of the Vested Shares  presented in the examples below are rounded down to the nearest whole number.                                                Exhibit A - 3  01435\040\8330526.v3  





 






           If the Target PSU Shares is 20,000 shares, 50% of the number of the Target PSU Shares is 10,000 shares.           Further  under  this  example,  because  as  of  the  Award  Date,  the  Revenue  CAGR  Threshold  has  been   determined by the Committee to be 6%, if following the end of the Measurement Period, the Co Revenue   CAGR is determined by the Committee to be 4.9%, then the Revenue CAGR Multiplier is 0%.           Still further under this example, because as of the Award Date, the ROIC Target has been determined by   the Committee to be 14% and the ROIC Max has been determined by the Committee to be 20%, if following the end                                                                                 14.6%,  then  the  ROIC   Multiplier is 110%.           Then, as a result, the number of the Adjusted Shares Group I is 0 shares and the number of the Adjusted   Shares Group II is 11,000 shares, respectively.             Therefore, the number of the Vested Shares is 11,000 shares.                  (D). Part II.  Example 2.           If the Target PSU Shares is 20,000 shares, 50% of the number of the Target PSU Shares is 10,000 shares.             Further  under  this  example,  because  as  of  the  Award  Date,  the  Revenue  CAGR  Threshold  has  been   determined by the Committee to be 6% and the Revenue CAGR Target has been determined by the Committee to be   9                                                              Revenue  CAGR  is  determined  by  the   Committee to be 7.5%, then the Revenue CAGR Multiplier is 75%.           Still further under this example, because as of the Award Date, the ROIC Target has been determined by   the Committee to be 14% and the ROIC Max has been determined by the Committee to be 20%, if following the end                                                                                14.12%, then the ROIC   Multiplier is 102%.           Then,  as  a  result,  the  number  of  the  Adjusted  Shares  Group  I  is  7,500  shares  and  the  number  of  the   Adjusted Shares Group II is 10,200 shares, respectively.           Therefore, the number of the Vested Shares is 17,700 shares.                   (D). Part III.  Example 3.           If the Target PSU Shares is 20,000 shares, 50% of the number of the Target PSU Shares is 10,000 shares.             Further under this example, because as of the Award Date, the Revenue CAGR Target has been determined   by the  Committee to be  9%  and the  Revenue  CAGR Max has been determined by  the  Committee to  be  13%,  if                                                        Revenue CAGR is determined by the Committee to   be 9.48%, then the Revenue CAGR Multiplier is 112%.           Still further under this example, because as of the Award Date, the ROIC Target has been determined by   the Committee to be 14% and the ROIC Max has been determined by the Committee to be 20%, if following the end                                            IC  is  determined by  the  Committee  to  be  15.2%,  then  the  ROIC   Multiplier is 120%.           Then,  as  a  result,  the  number  of  the  Adjusted  Shares  Group  I  is  11,200  shares  and  the  number  of  the   Adjusted Shares Group II is 12,000 shares, respectively.             Therefore, the number of the Vested Shares is 23,200 shares.                                                Exhibit A - 4  01435\040\8330526.v3  





 






                                               Exhibit B                                                                                       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 for the benefit of stockholders.                    This  Plan  amends  and  restates  in  their  entirety,  and  incorporates  and  supersedes,  both  the  Simpson                                                             1994 Plan  Co., In                                                        1995 Plan           Prior Plans  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  Recipient setting forth the terms and conditions applicable to an Award granted under this Plan.                     Award  this Plan.                     Beneficial  Ownership    Beneficially  Own                                    -3  under  the   Exchange Act.                     Beneficiary  each Person entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan                         s death.                     Board                                                                                                  Exhibit B - 1  01435\040\8330526.v3  





 






            Change  in  Control  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                                                rtue 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.                     Code                                                                                    Committee                                                         e 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  adjustment pursuant to section 11 hereof.                     Company                                                                                                   Consultant  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                                                                            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                  ll-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                                                               ection 3401(c).                     Exercise Price  by the Committee at which such share may be purchased from the Company on the exercise of such Option.                     Exchange Act               ities Exchange Act of 1934, as amended.                     Fair Market Value  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,                                               Exhibit B - 2  01435\040\8330526.v3  





 






    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  ISO  requirements of Code section 422 or any successor provision.                     ISO Award                                                              of.                     NQSO                                                                                                         NQSO Award                                                                         Option                                                           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                                       tion 7 hereof.                     Outside Director  the Committee to receive an Award under this Plan.                     Participant                                                               under this Plan.                     Performance  Goals  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 market indices), (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  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.                                                          Exhibit B - 3  01435\040\8330526.v3  





 






            Personal  Representative   s  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                                  , Inc. 2011 Incentive Plan.                     Recipient                                                                                  Restricted Period  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  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                                                                           Restricted Stock Units  RSUs  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  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   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                                                                                   Subsidiary        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    term in Code section 424(f), as interpreted by the regulations thereunder and applicable law.                     Tax Date               he 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                                               Exhibit B - 4  01435\040\8330526.v3  





 






    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   inconsistency in this Plan or in any Award in the manner and to the extent that the Committee deems desirable and                                                                                    nd 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                                                   Exhibit B - 5  01435\040\8330526.v3  





 






           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    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   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.                                               Exhibit B - 6  01435\040\8330526.v3  





 






                             (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                                                Exhibit B - 7  01435\040\8330526.v3  





 






    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.                    (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 Par  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                                                                                                              (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                                                                        (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                                                                                   (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   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   employment,  for  the  number  of  shares  that  such  Participant  could  have  acquired  on  exercise  of  such  Option                                                                 ided that such Option shall terminate on   and as of such earlier date.                                           (2)    Outside Directors and Consultants.                                                                  Exhibit B - 8  01435\040\8330526.v3  





 






                          (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                                                                                                                      (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                 rvice,  for  the  number  of  shares  that  such  Outside  Director  or  Consultant  could  have  acquired  on    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    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                                               Exhibit B - 9  01435\040\8330526.v3  





 






    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 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                                              Exhibit B - 10  01435\040\8330526.v3  





 






    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    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 su  rights of a stockholder of the Company, unless and until shares subject to such Award are issued to and registered on                                                                     s 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                                              Exhibit B - 11  01435\040\8330526.v3  





 






    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                                                                                              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 Recipie   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.                    (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;                                              Exhibit B - 12  01435\040\8330526.v3  





 






                     (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    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                                                                 (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 amended and restated Plan shall be submitted to the stockholders of the Company for their approval at   their annual meeting scheduled to be held on April 21, 2015, 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 B - 13  01435\040\8330526.v3