EX-4.3



 Exhibit 4.3 

CITIZENS, INC. 
 OMNIBUS
INCENTIVE PLAN 
 Effective as of June 6, 2017 

1.    Purpose and Shareholder Approval. 

(a)    Citizens, Inc., a Colorado corporation (the “Company”) hereby adopts the Citizens, Inc. Omnibus Incentive
Plan (the “Plan”), effective as of June 6, 2017. The Plan is intended to recognize the contributions made to the Company by its employees, directors, consultants and advisors of the Company, to provide such persons with additional
incentive to devote themselves to the future success of the Company, to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing such
persons with an opportunity to acquire or increase their proprietary interest in the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent
rights and certain performance-based cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals established by the Committee for purposes of the Plan. Stock
options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein, except that stock options granted to any person who is not an employee of the Company shall in
all cases be non-qualified stock options. 
 (b)    The adoption the Plan is
contingent on and subject to its approval by the Company’s shareholders at the Company’s annual shareholders meeting scheduled for June 6, 2017. No grants or awards shall be made under the Plan if the Plan is not so approved. The Plan
is intended to meet certain requirements of the Code relating to the payment of compensation that qualifies as “performance based compensation” which is exempt from certain limitations on deduction imposed under Code Section 162(m). 

2.    Definitions. Unless the context clearly indicates otherwise, the following terms shall have the following
meanings: 
 (a)    “Affiliate” means a corporation that is a parent corporation or a subsidiary corporation
with respect to the Company within the meaning of Section 424(e) or (f) of the Code. 

(b)    “Award” means an award of Restricted Stock, Restricted Stock Units, Stock Options, Stock Appreciation
Rights, Dividend Equivalent Rights or Performance Cash Awards granted under the Plan, designated by the Committee at the time of such grant as an Award, and containing the terms specified herein for Awards. 

(c)    “Award Document” means the document that sets forth the terms and conditions of each grant of an Award.
Awards shall be evidenced by an Award Document in such form as the Committee shall from time to time approve, which Award Document shall comply with and be subject to the terms and conditions of the Plan and such other terms and conditions as the
Committee shall from time to time require that are not inconsistent with the terms of the Plan. A Grantee shall not have any rights with respect to an Award until and unless such Grantee shall have executed an Award Document containing the terms and
conditions determined by the Committee. 
 (d)    “Board of Directors” means the Board of Directors of the
Company. 
 (e)    “Cause” means, except as otherwise provided in an Award Document, that an employee-Grantee
should be or was dismissed as a result of 

  
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 (i)    any material breach by the Grantee of any agreement to which the
Grantee and the Company or an Affiliate are parties, 
 (ii)    any act (other than retirement) or omission to act by
the Grantee, including without limitation, the commission of any crime (other than ordinary traffic violations) that may have a material and adverse effect on the business of the Company or any Affiliate or on the Grantee’s ability to perform
services for the Company or any Affiliate, or 
 (iii)    any material misconduct or neglect of duties by the Grantee
in connection with the business or affairs of the Company or any Affiliate. 
 (f)    “Change of Control”
shall mean, except as otherwise provided in the Award Agreement, the first to occur of any of the following events: 

(i)    The date any transaction is consummated that constitutes the sale or other disposition of all or substantially all
of the assets of the Company, other than where such transaction results in all or substantially all of the assets of the Company being held by an entity as to which at least a majority of the equity ownership of such entity immediately after the
sale or disposition is held by the same persons and in the same proportions as the Company’s common stock was held immediately before such sale or other disposition; 

(ii)    The date any transaction is consummated that constitutes a merger or consolidation of the Company with or into
another corporation, other than a merger or consolidation of the Company in which holders of shares of the Common Stock immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving
corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation’s voting
securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders’ ownership of Common Stock immediately before the merger or
consolidation; 
 (iii)    The date any entity, person or group, (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934, as amended), (other than the Company or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries) or any person or
entity who, on the date the Plan is effective, shall have been the beneficial owner of at least fifteen percent (15%) of the outstanding Common Stock), shall have become the beneficial owner of, or shall have obtained voting control over, more than
fifty percent (50%) of the outstanding shares of the Common Stock; 
 (iv)    The first day after the date this Plan is
effective when directors are elected such that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty four (24) months, unless the nomination for election of each new director who was not a
director at the beginning of such twenty four (24) month period was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period; or 

(v)    The date the shareholders of the Company (or the Board of Directors, if shareholder action is not required)
approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated and no further contingences remain that could prevent the consummation of such plan or arrangement. For avoidance of doubt, any transaction done
exclusively for the purpose of changing the domicile of the Company shall not constitute a Change of Control. 

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

(h)    “Committee” shall have the meaning set forth in Section 3(a). 

  
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 (i)    “Common Stock” means the Class A Common Stock no par
value per share, of the Company. 
 (j)    “Disability” shall have the meaning set forth in
Section 22(e)(3) of the Code. 
 (k)    “Dividend Equivalent Right” means a right, granted to a Grantee
under the terms of the Plan, to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. 

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

(m)    “Fair Market Value” shall mean: 

(i)    If the Common Stock is traded in a public market, then the Fair Market Value per Share shall be, the last reported
sale price per share thereof on the relevant date (or the closing price as of the most recent trading day prior to the relevant date if the relevant date is not a trading day); or 

(ii)    If the Common Stock is not traded in a public market on the relevant date, the Fair Market Value shall be as
determined in good faith by the Committee. 
 (n)    “Good Reason” shall mean, except as otherwise provided in
an Award Document, the termination of employment by the Grantee following the occurrence, without the Grantee’s written consent, after a Change of Control of: 

(i)    a material reduction in the Grantee’s base salary or wage rate or target incentive opportunity; or 

(ii)    the relocation of the Grantee’s principal place of employment to a location more than fifty miles from the
Grantee’s principal place of employment as of immediately prior to the Change of Control; 
 provided, however, that the foregoing events shall
constitute Good Reason only if the Grantee provides the Company with written objection to the event within thirty days following the occurrence thereof, the Company does not reverse or otherwise cure the event within thirty days of receiving that
written objection and the Grantee resigns the Grantee’s employment within twenty days following the expiration of the Company’s thirty-day cure period. 

(o)    “Grant Date” means the date established by the Committee as of which any Award has been granted to a
Grantee. 
 (p)    “Grantee” means any person who is granted an Award. 

(q)    “ISO” means an Option granted under the Plan that is intended to qualify as an “incentive stock
option” within the meaning of Section 422(b) of the Code. 

(r)    “Non-qualified Stock Option” means an Option granted under the
Plan that is not intended to qualify, or otherwise does not qualify, as an “incentive stock option” within the meaning of Section 422(b) of the Code. 

(s)    “Option” or “Stock Option” means either an ISO or a
Non-qualified Stock Option granted under the Plan. 
 (t)    “Option
Price” means the price at which Shares may be purchased upon exercise of an Option, as calculated pursuant to the applicable provisions of the Plan. 

  
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 (u)    “Performance Stock” means a share of Common Stock subject to
a Performance Stock Award. 
 (v)    “Performance Stock Award” means an Award of Restricted Stock or of
Restricted Stock Units to a Grantee in accordance with the terms and conditions of Section 10 of the Plan. 

(w)    “Performance Cash Award” means an Award, designated as a dollar amount, to a Grantee in accordance with
Section 10 of the Plan. 
 (x)    “Performance Stock Award Limitation” means the limitation on the number
of Shares that may be granted pursuant to Performance Stock to any one Grantee, as set forth in Section 10 of the Plan. 

(y)    “Performance Period” means the Company’s fiscal year or such other period as may be established by
the Committee. 
 (z)    “Performance Target” means the performance target fixed by the Committee for a
particular Performance Period. 
 (aa)    “Restricted Stock” means Shares issued to a person pursuant to an
Award. 
 (bb)    “Rule 16b-3” means Rule 16b-3 promulgated under the Act or any successor Rule. 
 (cc)    “Restricted
Stock Unit” or “RSU” means a bookkeeping entry representing the equivalent of one (1) share of Common Stock awarded to a Grantee under Section 8 of the Plan. 

(dd)    “Shares” means the shares of Common Stock that are the subject of Awards. 

(ee)    “Stock Appreciation Rights” or “SAR” means a right granted to a grantee under Section 7
of the Plan. 
 (ff)    “Termination of Employment or Service in Connection with a Change of Control” shall be
deemed to occur with respect to a Grantee if, within the one-year period (or such longer period as may be specified in an Award Document) beginning on the date of a Change of Control, the employment or service
of the Grantee shall be terminated either (i) involuntarily for any reason other than for Cause, (ii) voluntarily for Good Reason or (iii) in the case of Directors, a required resignation from the Board of Directors. 

3.    Administration of the Plan. 

(a)    Committee. The Plan shall be administered by the Compensation Committee of the Board of Directors provided
such committee consists of at least two members of the Board of Directors, each of whom qualifies as a “non-employee director” (as that phrase is used for purposes of Rule 16b-3), as “outside director” (as that phrase is used for purposes of Treasury Regulation Section 1.162-26) and as an “independent director” (as that
phrase is used by the rules of the stock exchange on which the Company’s shares are traded). The foregoing requirement for members of the Compensation Committee to act as the Committee shall not be applicable if the Company ceases to be a
publicly traded corporation. Notwithstanding anything in this Section 3(a) to the contrary, the Board of Directors may establish more than one committee to administer the Plan with respect to separate classes of Grantees (other than officers of the
Company who are subject to Section 16 of the Exchange Act), and, provided further, that the Board of Directors, itself, shall act as the Committee with respect to Awards made to non-employee members of
the Board of Directors. 

  
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 (b)    Grants. The Committee shall from time to time at its discretion
direct the Company to grant Awards pursuant to the terms of the Plan. The Committee shall have plenary authority to (i) determine the Grantees to whom and the times at which Awards shall be granted, (ii) determine the price at which
Options shall be granted, (iii) determine the type of Option to be granted and the number of Shares subject thereto, (iv) determine the number of Shares to be granted pursuant to each Award and (v) approve the form and terms and
conditions of the Award Documents and of each Award; all subject, however, to the express provisions of the Plan, including, specifically, Section 11 regarding grants of Awards to non-employee members of
the Board of Directors. In making such determinations, the Committee may take into account the nature of the Grantee’s services and responsibilities, the Grantee’s present and potential contribution to the Company’s success and such
other factors as it may deem relevant. The interpretation and construction by the Committee of any provisions of the Plan or of any Award granted under it shall be final, binding and conclusive. 

(c)    Exculpation. No member of the Committee shall be personally liable for monetary damages as such for any
action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder except to the extent such exculpation is prohibited by provisions of the applicable business corporations law;
provided, however, that the provisions of this Section 3(c) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute or to the liability of a member of the Committee for the payment
of taxes pursuant to local, state or federal law. 
 (d)    Indemnification. Service on the Committee shall
constitute service as a member of the Board of Directors. Each member of the Committee shall be entitled without further act on his or her part to indemnity from the Company to the fullest extent provided by applicable law and the Company’s
Articles of Incorporation and/or Bylaws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Options or Awards thereunder in which he or she may be involved by reason
of his or her being or having been a member of the Committee, whether or not he or she continues to be such member of the Committee at the time of the action, suit or proceeding. 

4.    Eligibility. All employees (including employees who are members of the Board of Directors or its Affiliates),
directors, consultants and advisors of the Company or its Affiliates shall be eligible to receive Awards hereunder; provided, that only employees of the Company or its Affiliates shall be eligible to receive ISOs. The Committee, in its sole
discretion, shall determine whether an individual qualifies as an employee of the Company or its Affiliates. 

5.    Term of the Plan. No Award may be granted under the Plan after June 5, 2027. 

6.    Stock Options and Terms. Each Option granted under the Plan shall be a
Non-qualified Stock Option unless the Option shall be specifically designated at the time of grant to be an ISO. Options granted pursuant to the Plan shall be evidenced by the Award Documents in such form as
the Committee shall from time to time approve, which Award Documents shall comply with and be subject to the following terms and conditions and such other terms and conditions as the Committee shall from time to time require that are not
inconsistent with the terms of the Plan. 
 (a)    Number of Shares. Each Award Document shall state the number
of Shares to which it pertains. A Grantee may receive more than one Option, which may include Options that are intended to be ISOs and Options that are not intended to be ISOs, but only on the terms and subject to the conditions and restrictions of
the Plan. 
 (b)    Option Price. Each Award Document shall state the Option Price that shall be at least 100% of
the Fair Market Value of the Shares at the time the Option is granted as determined by the Committee in accordance with this Section 6(b); provided, however, that if an ISO is granted to a Grantee who then owns, directly or by
attribution under Section 424(d) of the Code, shares of capital stock of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, then the Option Price shall be at least
110% of the Fair Market Value of the Shares at the time the Option is granted. 

  
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 (c)    Exercise. No Option shall be deemed to have been exercised
prior to the receipt by the Company of written notice of such exercise and of payment in full of the Option Price for the Shares to be purchased. Each such notice shall specify the number of Shares to be purchased and shall (unless the Shares are
covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”)), contain the Grantee’s acknowledgment in form and substance satisfactory to the
Company that (i) such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale that, in the opinion of counsel satisfactory to the Company, may be made without violating the registration
provisions of the Act), (ii) the Grantee has been advised and understands that (A) the Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are
subject to restrictions on transfer and (B) the Company is under no obligation to register the Shares under the Act or to take any action that would make available to the Grantee any exemption from such registration, (iii) such Shares may
not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Award Documents may be
endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (I) registration under federal or state securities laws, (II) the receipt of an opinion that an
appropriate exemption from such registration is available, (III) the listing or inclusion of the Shares on any securities exchange or in an automated quotation system or (IV) the consent or approval of any governmental regulatory body
whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Section 6(c) has occurred. 

(d)    No Shareholder Rights Prior to Exercise. No Grantee shall, solely by reason of having been granted one or
more Options, have any rights as a shareholder of the Company and shall have no right to vote Shares subject to the Option, nor any right to receive any dividends declared or paid with respect to such Shares unless and until the Grantee has
exercised his or her Option and acquired such Shares. 
 (e)    Medium of Payment. A Grantee shall pay for Shares
(i) in cash, (ii) by certified check payable to the order of the Company, or (iii) by such other mode of payment as the Committee may approve, including, without limitation, payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board. Furthermore, the Committee may provide in an Award Document that payment may be made in whole or in part in shares of Common Stock held by the Grantee. If payment is made in whole or in
part in shares of Common Stock, then the Grantee shall deliver to the Company certificates registered in the name of such Grantee representing the shares of Common Stock owned by such Grantee, free of all liens, claims and encumbrances of every kind
and having an aggregate Fair Market Value on the date of delivery that is at least as great as the Option Price of the Shares (or relevant portion thereof) with respect to which such Option is to be exercised by the payment in shares of Common
Stock, accompanied by stock powers duly endorsed in blank by the Grantee. Notwithstanding the foregoing, the Committee may impose from time to time such limitations and prohibitions on the use of shares of Common Stock to exercise an Option as it
deems appropriate. 
 (f)    Termination of Options. 

(i)    No Option shall be exercisable after the first to occur of the following: 

(1)    Expiration of the Option term specified in the Award Document, which shall not exceed (i) ten years from the
date of grant, or (ii) five years from the date of grant of an ISO if the Grantee on the date of grant owns, directly or by attribution under Section 424(d) of the Code, shares of capital stock of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of capital stock of the Company or of an Affiliate; 

  
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 (2)    Except as otherwise provided in the Award Document, expiration of
ninety (90) days from the date the Grantee’s employment or service with the Company or its Affiliate terminates for any reason other than Disability or death or as otherwise specified in this Section 6 or Section 13 below; 

(3)    Except as otherwise provided in the Award Document, expiration of one year from the date the Grantee’s
employment or service with the Company or its Affiliate terminates due to the Grantee’s Disability or death; 

(4)    A finding by the Committee, after full consideration of the facts presented on behalf of both the Company and the
Grantee, that the Grantee has (i) committed a material and serious breach or neglect of Grantee’s responsibilities to the Company; (ii) breached his or her employment or service contract with the Company or an Affiliate;
(iii) committed a willful violation or disregard of standards of conduct established by law; committed fraud, willful misconduct, misappropriation of funds or other dishonesty; (v) been convicted of a crime of moral turpitude; or
(vi) accepted employment with another company or performed work or provided advice to another company, as an employee, consultant or in any other similar capacity, while still an employee of the Company, then the Option shall terminate on the
date of such finding. In such event, in addition to immediate termination of the Option, the Grantee shall automatically forfeit all Shares for which the Company has not yet delivered the share certificates upon refund by the Company of the Option
Price of such Shares. Notwithstanding anything herein to the contrary, the Company may withhold delivery of share certificates pending the resolution of any inquiry that could lead to a finding resulting in a forfeiture; or 

(5)    The date, if any, set by the Board of Directors as an accelerated expiration date pursuant to Section 13
hereof. 
 (ii)    Notwithstanding the foregoing, the Committee may extend the period during which an Option may be
exercised to a date no later than the date of the expiration of the Option term specified in the Award Documents, as they may be amended, provided that any change pursuant to this Section 6(f)(ii) that would cause an ISO to become a Non-qualified Stock Option may be made only with the consent of the Grantee. 

(iii)    During the period in which an Option may be exercised after the termination of the Grantee’s employment or
service with the Company or any Affiliate, such Option shall only be exercisable to the extent it was exercisable immediately prior to such Grantee’s termination of service or employment, except to the extent specifically provided to the
contrary in the applicable Award Document. 
 (g)    Transfers. No Option may be transferred except by will or by
the laws of descent and distribution. During the lifetime of the person to whom an Option is granted, such Option may be exercised only by him or her. Notwithstanding the foregoing, a Non-qualified Stock
Option may be transferred pursuant to the terms of a “qualified domestic relations order” within the meaning of Sections 401(a)(13) and 414(p) of the Code or within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended. 
 (h)    Holding Period. No Option may be exercised except to the extent the
Option has become vested pursuant to its terms. 
 (i)    Limitation on ISO Grants. In no event shall the
aggregate Fair Market Value of the Shares (determined at the time the ISO is granted) with respect to which an ISO is exercisable for the first time by the Grantee during any calendar year (under all incentive stock option plans of the Company or
its Affiliates) exceed $100,000. 
 (j)    Other Provisions. The Award Documents shall contain such other
provisions including, without limitation, provisions authorizing the Committee to accelerate the exercisability of all or any portion of an Option, additional restrictions upon the exercise of the Option or additional limitations upon the term of
the Option, as the Committee shall deem advisable. 

  
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 (k)    Amendment. The Committee shall have the right to amend Award
Documents issued to a Grantee, subject to the Grantee’s consent if such amendment is not favorable to the Grantee, except that the consent of the Grantee shall not be required for any amendment made under Section 13. 

7.    Stock Appreciation Rights. 

(a)    An SAR is an Award in the form of a right to receive cash or Common Stock, upon surrender of the SAR, in an amount
equal to the appreciation in the value of the Common Stock over a base price established in the Award. A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of
one share of Common Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee. The Award Document for a SAR shall specify the grant price of the SAR, which shall be at least the Fair Market Value of a
share of Common Stock on the date of grant. SARs may be granted in conjunction with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part of any other Award or
without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Grant Date of a related Option must have an SAR Price that is no less than the Fair Market Value of one share of Common Stock on the Grant Date of the
Option. 
 (b)    The Committee shall determine at the date of grant or thereafter, the time or times at which and the
circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following
termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Grantees, whether or not a
SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR. 

(c)    Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, upon the expiration of not
more than ten years from the date such SAR is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Document relating to such SAR. 

(d)    Holders of an SAR shall have no rights as shareholders of the Company. Holders of an SAR shall have no right to
vote such Shares or the right to receive any dividends declared or paid with respect to such Shares. 
 (e)    A holder
of an SAR shall have no rights other than those of a general creditor of the Company. An SAR represents an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Document. 

(f)    Unless the Committee otherwise provides in an Award Document, in the event that a Grantee’s employment with
the Company terminates for any reason other than because of death or Disability, any SAR held by such Grantee shall be forfeited by the Grantee and reacquired by the Company. In the event that a Grantee’s employment terminates as a result of
the Grantee’s death or Disability, all remaining restrictions with respect to such Grantee’s SAR shall immediately lapse, unless otherwise provided in the Award. Upon forfeiture of an SAR, the Grantee shall have no further rights with
respect to such Award. 
 (g)    Except as provided in this Section 7, during the lifetime of a Grantee, only the
Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise a SAR. Except as provided in this Section 7, no SAR shall be assignable or transferable by the Grantee to whom it
is granted, other than by will or the laws of descent and distribution. 

  
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 8.    Restricted Stock and Restricted Stock Units. 

(a)    Restricted Stock is an Award of shares of Common Stock that is granted subject to the satisfaction of such
conditions and restrictions as the Committee may determine. In lieu of, or in addition to any Awards of Restricted Stock, the Committee may grant Restricted Stock Units to any Grantee subject to the same conditions and restrictions as the Committee
would have imposed in connection with any Award of Restricted Stock. Each Restricted Stock Unit shall have a value equal to the fair market value of one share of Common Stock. Each Award Document shall state the number of shares of Restricted Stock
or Restricted Stock Units to which it pertains. No cash or other consideration shall be required to be paid by a Grantee for an Award. 

(b)    At the time a grant of Restricted Stock or Restricted Stock Units is made, the Committee may, in its sole
discretion, establish a period of time (a “restricted period”) applicable to such Restricted Stock or Restricted Stock Units. Each Award of Restricted Stock or Restricted Stock Units may be subject to a different restricted period. The
Committee may, in its sole discretion, at the time a grant of Restricted Stock or Restricted Stock Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or
individual performance objectives, which may be applicable to all or any portion of the Restricted Stock or Restricted Stock Units. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of during the restricted period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Restricted Stock or Restricted Stock Units. 

(c)    The Company shall issue, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates
representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Committee may provide in an Award Document that either (i) the Secretary of the Company shall hold
such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided, however, that
such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Document. 

(d)    Unless the Committee otherwise provides in an Award Document, holders of Restricted Stock shall have the right to
vote such Shares. Under no circumstances shall the holder of Restricted Stock be entitled to receive any dividends declared or paid with respect to such Shares until such time as the Restricted Stock becomes vested. The Committee may provide that
any dividends paid on Restricted Stock must be reinvested in shares of Common Stock, which shall then be subject to the same vesting conditions and restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee
with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant. 

(e)    Holders of Restricted Stock Units shall have no rights as shareholders of the Company. The Committee may provide in
an Award Document evidencing a grant of Restricted Stock Units that the holder of such Restricted Stock Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Common Stock, a cash payment for each
Restricted Stock Unit held equal to the per-share dividend paid on the Common Stock; provided, however, that such cash dividend shall not be distributed to the holder of such Restricted Stock Units until the
Restricted Stock Units become vested. The Award Document may also provide that such cash payment will be deemed reinvested in additional Restricted Stock Units at a price per unit equal to the Fair Market Value of a share of Common Stock on the date
that such dividend is paid, but such additional Restricted Stock Units shall in all cases be subject to the same restrictions that apply to the original Restricted Stock Units. 

  
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 (f)    A holder of Restricted Stock Units shall have no rights other than
those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Document. 

(g)    Unless the Committee otherwise provides in an Award Document, in the event that a Grantee’s employment with
the Company terminates for any reason other than death or Disability, any Restricted Stock or Restricted Stock Units held by such Grantee shall be forfeited by the Grantee and reacquired by the Company. In the event that a Grantee’s employment
terminates as a result of the Grantee’s death or Disability, all remaining restrictions with respect to such Grantee’s Restricted Stock shall immediately lapse, unless otherwise provided in the Award Document. Upon forfeiture of Restricted
Stock or Restricted Stock Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to shares of Restricted Stock or
Restricted Stock Units. 
 (h)    Upon the expiration or termination of any restricted period and the satisfaction of
any other conditions prescribed by the Committee, the restrictions applicable to shares of Restricted Stock or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Document, a stock certificate for such
shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be. The restrictions upon such Restricted Stock or Restricted Stock Units shall lapse only if the Grantee on the
date of such lapse is, and has continuously been an employee of the Company or its Affiliate from the date such Award was granted. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a
Restricted Stock Unit once the share of Stock represented by the Restricted Stock Unit has been delivered. 
 (i)    
Restricted Stock and Restricted Stock Units are intended to be subject to a substantial risk of forfeiture during the restricted period, and, in the case of Restricted Stock (but not Restricted Stock Units) subject to federal income tax in
accordance with section 83 of the Code. Section 83 generally provides that Grantee will recognize compensation income with respect to each installment of the Restricted Stock on the Vesting Date in an amount equal to the then Fair Market Value
of the shares for which restrictions have lapsed. Alternatively, Grantee may elect, pursuant to Section 83(b) of the Code, to recognize compensation income for all or any part of the Restricted Stock at the date of grant in an amount equal to the
fair market value of the Restricted Stock subject to the election on the date of grant. Such election must be made within 30 days of the date of grant and Grantee shall immediately notify the Company if such an election is made. 

9.    Dividend Equivalent Rights. A Dividend Equivalent Right is an Award entitling the Grantee to receive credits
based on cash distributions that would have been paid on the shares of Common Stock subject to an equity-based Award granted to such Grantee, determined as though such shares had been issued to and held by the Grantee. Notwithstanding the foregoing,
no Dividend Equivalent Right may be granted hereunder to any Grantee in connection with a Stock Option or SAR granted to such Grantee. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Document. Dividend
equivalents credited to the holder of a Dividend Equivalent Right may be deemed reinvested in additional shares of Common Stock, which may thereafter accrue additional equivalents, or may be treated as a cumulative right to the cash amount of such
dividends. Any reinvestment of deemed dividends in shares of Common Stock shall be at Fair Market Value on the date of the deemed dividend distribution. Dividend Equivalent Rights may be settled in cash or Common Stock or a combination thereof, and
shall be paid or distributed in a single payment or distribution on (or as soon as practicable following) the date the underlying Award has vested (taking into account the extent of such vesting) and any such Dividend Equivalent Right shall expire
or be forfeited or annulled under the same conditions and to the same extent as the underlying Award to which the Dividend Equivalent Right is related expires or is forfeited. Except as may otherwise be provided by the Committee in the Award
Document, a Grantee’s rights in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination of Service for any reason. 

  
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 10.    Performance Stock and Performance Cash
Awards.    The Committee may grant Performance Stock Awards (including Performance Restricted Stock Units) or Performance Cash Awards pursuant to the terms of Section 8 (as to Performance Stock and Performance Restricted
Stock Units), with vesting or payment requirements based specifically on the attainment of one or more Performance Targets applicable to any such Award, as set forth in this Section 10. Awards granted under this Section 10 are intended to
provide the Company the ability to grant Awards that may be treated as “performance-based compensation” for purposes of Code Section 162(m). Except as otherwise provided in Section 13, in the event a Grantee who has been granted a
Performance Stock Award or Performance Cash Awards terminates his or her employment with the Company prior to the date on which the applicable Performance Target or Targets have been met (i.e., prior to vesting), such Performance Stock and/or such
Performance Cash Award shall be immediately forfeited.    For purposes of clarity and avoidance of doubt, no payments with respect to Dividend Equivalent Rights linked to or ordinary dividends payable with respect to any
Performance Stock Award shall be payable unless and until such Performance Stock Award vests (and shall only be payable to the same extent as corresponds to the vesting of such linked Performance Stock Award). 

(a)    Establishment of Performance Targets. 

(i)    The Committee shall establish one or more Performance Targets for each Performance Period, which Performance
Targets may vary for different Grantees who may be granted Performance Stock Awards or Performance Cash Awards. 

(ii)    In all cases, the Performance Target(s) established with respect to any Performance Period shall be established
within the first 90 days (or the first 25%, if shorter) of the Performance Period. 
 (iii)    Each Performance Target
established under the Plan shall constitute a goal as to which an objective method or methods is available for determining whether such Performance Target has been achieved. In addition, the Committee shall establish in connection with the
Performance Targets applicable to a Performance Period an objective method for computing the portion of a particular Performance Share Award that may be treated as vested as a result of attaining such Performance Target(s). 

(b)    Vesting or Payment of Performance Stock Awards or Performance Cash Awards. Vesting of Performance Stock
Awards and payment of Performance Cash Awards shall be determined at the time (or times) and in the manner established by the Committee for a Performance Period; provided, however, that no portion of a Performance Stock Award and no portion of a
Performance Cash Award shall become vested or payable, as the case may be, unless and until (i) the Plan is approved by the Company’s shareholders, and (ii) the Committee has certified in writing that the Performance Target or
Target(s) for the particular Performance Period for which a Performance Stock Award is granted has been achieved. 

(c)    Subsequent Shareholder Approval. The Plan shall be again disclosed to the Company’s shareholders for
approval at the time or times required under Code Section 162(m) and/or Treasury Regulations promulgated thereunder in order for the Performance Share Awards granted under the Plan to continue to qualify as performance-based compensation that is
exempt from the limitations on deductibility of compensation under Code Section 162(m). No Performance Share Awards shall granted if such required shareholder approval has not been obtained. 

(d)    Criteria to be Used in Establishing Performance Targets. In establishing any Performance Target under the
Plan, the Committee shall establish an objective business target based upon one or more of the following business criteria (which may be determined for these purposes by reference to (i) the Company as a whole, (ii) any of the
Company’s subsidiaries, operating divisions or other operating units, or (iii), any combination thereof): 

(i)    Earnings before interest, taxes, depreciation, and amortization; 

(ii)    Profit before taxes; 

  
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 (iii)    Net income 

(iv)    Stock price; 

(v)    Market share; 

(vi)    Gross revenue; 

(vii)    Revenue growth 

(viii)    Gross profit; 

(ix)    Net revenue; 

(x)    Pretax income; 

(xi)    Operating profit or operating margins; 

(xii)    Operating expenses; 

(xiii)    Cash flow; 

(xiv)    Earnings per share; 

(xv)    Economic profit; 

(xvi)    Return on equity; 

(xvii)    Return on invested capital or assets; 

(xviii)    Cost reductions and savings; 

(xix)    Total shareholder return; 

(xx)    Return on revenues or productivity; 

(xxi)    Goals related to acquisitions or divestitures; 

(xxii)    First year premium; 

(xxiii)    Renewal premium; 

(xxiv)    Risk based capital levels; and 

(xxv)    Asset size. 
 Any
business criteria that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established (or to the extent permitted under Section 162(m) of the
Code, at any time thereafter) to include or exclude any items otherwise includable or excludable under GAAP. (For the avoidance of doubt, with respect to Awards that do not constitute “qualified performance-based compensation” for purposes
of Section 162(m) of the Code, “business criteria” include any of the above criteria, as well as any other objective or subjective criteria that the Committee in its discretion shall determine.) 

The criteria described in this Section 10(d) may be stated in absolute terms, may be measured against the performance of peer group companies, a market index,
or such other group of companies that the Committee determines to be appropriate or may be measured against prior performance of the Company, all at the Committee’s discretion. 

(e)    Discretion and Adjustments. The Committee may retain the discretion to reduce (but not to increase) the
amount or number of Performance Awards which will be earned based on the achievement of performance goals. At the time the performance goals are established, or otherwise in a manner that complies with Section 162(m) of the Code, the Committee may
determine to appropriately adjust any evaluation performance under a performance goal to include or exclude, without limitation, 

  
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any of the following events that occurs during a performance period: (i) asset write-downs or impairments, (ii) litigation or claim judgments or settlements, (iii) the effect of
changes in tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals for reorganizations and restructuring programs, and (v) any item of an unusual nature or of a type that indicates
infrequency of occurrence, or both, including those described in the Financial Accounting Standards Board’s authoritative guidance, footnotes to the Company’s financial statements and/or in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s reports on Form 10-K, 10-Q or 8-K for the
applicable year, in each case to the extent permitted in Section 162(m) of the Code. 
 (f)    Performance Stock and
Performance Cash Award Limitation. Notwithstanding anything to the contrary herein, no employee-Grantee shall receive a Performance Stock Award or Awards (excluding Options and SARs) during any fiscal year of the Company for more than three
hundred thousand (300,000) Shares adjusted as provided in Section 14, nor shall any Grantee receive a Performance Cash Award during any fiscal year of the Company for more than four million dollars ($4,000,000). The individual participant limit
for Options and SARs is specified in Section 12(c), below. 
 11.    Grants of Awards to Non-Employee Directors. Notwithstanding anything herein to the contrary, no Awards shall be granted under the Plan to any non-employee member of the Board of Directors
except as provided for in this Section 11. Specifically, non-employee members of the Board of Directors shall only receive Awards as follows: 

(a)    Grants may be in the form of any Option (other than an ISO) or Award permitted under the Plan; 

(b)    The fair value of Awards granted to any non-employee member of the Board of
Directors during any one calendar year, along with cash compensation paid to such non-employee member of the Board of Directors in respect of such director’s service as a member of the Board of Directors
during such year (including service as a member or chair of any committees of the Board of Directors) during such fiscal year shall not be in excess of three hundred thousand dollars ($300,000). 

12.    Limitations on Awards. 

(a)    Shares Subject to Plan. The aggregate maximum number of Shares for which Awards may be granted pursuant to
the Plan is three million (3,000,000) adjusted as provided in Section 14, all of which may be granted as ISOs. 

(i)    The Shares shall be issued from authorized and unissued Common Stock or Common Stock held in or hereafter acquired
for the treasury of the Company. 
 (ii)    Shares covered by an Award shall be counted against the limit set forth in
this Section 12(a). If any Shares covered by an Award granted under the Plan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Common Stock subject thereto, then the number of Shares counted
against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination, cash-settlement or expiration, again be available for the grant of Awards under the Plan in the same
amount as such Shares were counted against the limit set forth in this section. 
 (iii)    If an Option or a SAR
terminates or expires without having been fully exercised for any reason, or is canceled or forfeited or cash-settled pursuant to the terms of an Award, the Shares for which the Option or SAR was not exercised may again be the subject of an Award
granted pursuant to the Plan. To the extent Shares subject to an Option or stock-settled SAR are withheld by the Company for payment of purchase price or as a means of paying the exercise price, or for payment of federal, state or local income or
wage tax withholding requirements, the Shares that are so withheld shall be treated as granted and shall not again be available for subsequent grants of Awards under the Plan. 

  
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 (iv)    If any full-value Award (i.e., an equity-based Award other than an
Option or SAR) is canceled or forfeited or cash-settled pursuant to the terms of an Award, the Shares for which such Award was canceled or forfeited or cash-settled may again be subject of an Award granted pursuant to the Plan. To the extent Shares
subject to a full-value Award are not actually issued to the Grantee at the time the Award is exercised or settled, including where Shares are withheld for payment of federal, state or local income or wage tax withholding, the Shares that are so
withheld shall again be available for grants of Awards under the Plan. 
 (b)    No Repricing. Other than
pursuant to Section 14, the Committee shall not without the approval of the Company’s stockholders (a) lower the exercise price per Share of an Option or SAR after it is granted, (b) cancel an Option or SAR when the exercise
price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Change in Control), or (c) take any other action with respect to an Option or SAR that would be treated as a
repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.    The foregoing limitations on modifications of SARs and Options shall not be applicable to changes the
Committee determines to be necessary in order to achieve compliance with applicable law, including Internal Revenue Code Section 409A. 

(c)    Limits on Shares Subject to Options and SARs. The maximum number of Shares for which Options and SARs may be
granted to any single employee in any fiscal year, adjusted as provided in Section 14, shall be five hundred thousand (500,000) Shares. For purposes of clarity and avoidance of doubt, the limitation provided for in this Section 12(c) shall
apply to the aggregate number of Shares subject to Options and SARs granted to any one employee during a fiscal year. 

13.    Change of Control. In the event of a Change of Control, the Committee may take whatever action with respect
to Awards outstanding as it deems necessary or desirable, including, without limitation, accelerating the expiration or termination date or the date of exercisability in any Award Documents, settling any Award by means of a cash payment (including a
cash payment equal to the amount paid per share of Common Stock in such Change of Control less, in the case of Options, the Option Price) or removing any restrictions from or imposing any additional restrictions on any outstanding
Awards. Except to the extent otherwise provided in an Award Document, the following provisions shall apply in the event of a Change of Control: 

(a)    Awards Assumed or Substituted by Surviving Entity. Awards assumed by an entity that is the surviving or
successor entity following a Change of Control (the “Surviving Entity”) or are otherwise equitably converted or substituted in connection with a Change of Control shall have the same vesting schedule in effect following the Change of
Control; provided, however, that performance-based restrictions and conditions on all Performance Stock Awards and Performance Cash Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon an
assumed achievement of all relevant performance goals at the “target” level and such awards thereafter are subject to continued vesting based on continued service through the vesting date as originally specified in the applicable original
award agreement. Following the Change in Control, if a Termination of Employment or Service in Connection with a Change in Control occurs, then all of the Grantee’s outstanding Awards shall become fully exercisable and/or vested as the case may
be as of the date of termination, with payout to such Grantee within 60 days following the date of termination of employment, provided that the payment date of any Awards that are considered to be deferred compensation shall not be accelerated. 

(b)    Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change of Control, and
except with respect to any Awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee or the Board of Directors, all outstanding Awards shall
become immediately vested and exercisable, as the case may be, at or immediately prior to the consummation of the event that constitutes the Change of Control, and any outstanding Performance Stock Awards or Performance Cash Awards shall be deemed
to have been fully earned as of the effective date of the Change in Control based upon an assumed achievement of all relevant performance goals at the “target” level, and there shall be a payout to Grantees within sixty (60) days
following the Change of Control. 

  
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 14.    Adjustments on Changes in Capitalization. The aggregate number
of Shares and class of Shares as to which Awards may be granted hereunder, the limitation as to grants to individuals set forth in Section 12(c) hereof, the number of Shares covered by each outstanding Award, and the Option Price for each
related outstanding Option and SAR, shall be appropriately adjusted in the event of a stock dividend, extraordinary cash dividend, stock split, recapitalization or other change in the number or class of issued and outstanding equity securities of
the Company resulting from a subdivision or consolidation of the Common Stock and/or, if appropriate, other outstanding equity securities or a recapitalization or other capital adjustment (not including the issuance of Common Stock on the conversion
of other securities of the Company that are convertible into Common Stock) affecting the Common Stock which is effected without receipt of consideration by the Company. The Committee shall have authority to determine the adjustments to be made under
this Section, and any such determination by the Committee shall be final, binding and conclusive; provided, however, that no adjustment shall be made that will cause an ISO to lose its status as such without the consent of the Grantee, except
for adjustments made pursuant to Section 13 hereof. 
 15.    Substitute Awards. Notwithstanding anything in
the Plan to the Contrary, the Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation
of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute awards be made on such terms and
conditions as the Committee considers appropriate in the circumstances. 
 16.    Amendment of the Plan. The
Board of Directors may amend the Plan from time to time in such manner as it may deem advisable; provided that, without obtaining shareholder approval, the Board of Directors may not: (i) increase the maximum number of Shares as to which Awards
may be granted, except for adjustments pursuant to Section 14, (ii) materially expand the eligible participants or (iii) otherwise adopt any amendment constituting a change requiring shareholder approval under applicable laws or applicable
listing requirements of the New York Stock Exchange or any other exchange on which the Company’s securities are listed. No amendment to the Plan shall adversely materially affect any outstanding Award, however, without the consent of the
Grantee. 
 17.    No Commitment to Retain. The grant of an Award shall not be construed to imply or to
constitute evidence of any agreement, express or implied, on the part of the Company or any Affiliate to retain the Grantee in the employ of the Company or an Affiliate and/or as a member of the Company’s Board of Directors or in any other
capacity. 
 18.    Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer
Shares in connection with an Award or the exercise of an Option, the Company shall have the right to (a) require the recipient to remit or otherwise make available to the Company an amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (b) take whatever other action it deems necessary to protect its interests with respect to tax liabilities. The Company’s
obligation to make any delivery or transfer of Shares shall be conditioned on the Grantee’s compliance, to the Company’s satisfaction, with any withholding requirement. 

19.    Source of Shares; Fractional Shares. The Common Stock that may be issued (which term includes Common Stock
reissued or otherwise delivered) pursuant to an Award under the Plan shall be authorized but unissued Stock. No fractional shares of Stock shall be issued under the Plan, and shares issued shall be rounded down to the nearest whole share, but
fractional interests may be accumulated pursuant to the terms of an Award. Notwithstanding anything in the Plan to the contrary, the Company may satisfy its obligation to issue Shares hereunder by book-entry registration. 

  
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 20.    Deferred Arrangements. The Committee may permit or require the
deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalents, including converting
such credits into deferred Common Stock equivalents. Any such deferrals shall be made in a manner that complies with Code Section 409A. 

21.    Parachute Limitations. Notwithstanding any other provision of this Plan or of any other agreement, contract,
or understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate, except an agreement, contract, or understanding that expressly addresses Section 280G or Section 4999 of the Code (an “Other
Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member),
whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified individual,” as defined in Section 280G(c) of the
Code, any Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right or Dividend Equivalent Right held by that Grantee and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested to the
extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or
benefit to the Grantee under this Plan to be subject to excise tax under Code Section 4999; provided, however, that the foregoing limitation on Options or Awards under the Plan shall only be applicable to the extent that the imposition of such
limitation is, on a net after tax basis, beneficial to the Grantee. The Committee shall have the authority to determine what restrictions and/or reductions in payments shall be made under this Section 21 in order to avoid the detrimental tax
consequences of Code Section 4999, and may use such authority to cause a reduction to payments or benefits that would be made by reason of contracts, agreements or arrangements that are outside the scope of the Plan, to the extent such a
reduction would result in a greater, net after-tax benefit to the Grantee. 

22.    Section 409A. The Committee intends to comply with Section 409A of the Code (“Section 409A”)
with regard to any Awards hereunder that constitute nonqualified deferred compensation within the meaning of Section 409A, and otherwise to provide Awards that are exempt from Section 409A. 

23.    Unfunded Status of Plan. The Plan shall be unfunded. Neither the Company, nor the Board of Directors nor the
Committee shall be required to segregate any assets that may at any time be represented by Awards made pursuant to the Plan. Neither the Company, nor the Board of Directors, nor the Committee shall be deemed to be a trustee of any amounts to be paid
or securities to be issued under the Plan. 
 24.    Compensation Recovery. 

(a)    In the event the Company is required to provide an accounting restatement for any of the prior three fiscal years of
the Company for which audited financial statements have been completed as a result of material noncompliance with financial reporting requirements under federal securities laws (a “Restatement”), the amount of any Excess Compensation (as
defined below) realized by an any Executive Officer (as defined below) shall be subject to recovery by the Company 

(b)    For purposes of this Section 24: 

(i)    An “Executive Officer” shall mean any officer of the Company who holds an office of executive vice
president or above; and 
 (ii)    “Excess Compensation” shall mean the excess of (i) the actual amount
of cash-based or equity-based incentive compensation received by an Executive Officer over (ii) the compensation that would have been received based on the restated financial results during the three-year period preceding the date on which the
Company is required to prepare such restatement. 

  
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 (c)    Recovery of Excess Compensation under this Section 24 shall not
preclude the Company from seeking relief under any other agreement, policy or law. The Company’s recoupment rights under this Section 24 shall be in addition to, and not in lieu of, actions that the Company may take to remedy or discipline
any act of misconduct by an Executive Officer including, but not limited to, termination of employment or initiation of appropriate legal action. 

(d)    The recovery of compensation under this Section 24 is separate from and in addition to the compensation
recovery requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer, and the Committee shall reduce the recoupment under this Section 24 by
any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to such section. 

25.    Governing Law. The validity, performance, construction and effect of this Plan shall, except to the extent
preempted by federal law, be governed by the laws of the State of Texas, without giving effect to principles of conflicts of law. 

  
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