<![CDATA[Form of Amended & Restated Long Term Incentive Plan]]>



 Exhibit 10.25 
 FORM OF BATS GLOBAL MARKETS, INC. 
 AMENDED AND RESTATED LONG TERM
INCENTIVE PLAN 
 SECTION 1. Purpose. The purpose of the BATS Global Markets, Inc. Amended and Restated
Long Term Incentive Plan (the “Plan”) is to attract, retain, motivate and reward those employees, officers, Directors and Consultants who are expected to contribute significantly to the success of BATS Global Markets, Inc., a
Delaware corporation (the “Company”), and its Affiliates and strengthen the mutuality of interests between such individuals and the Company’s shareholders. 

SECTION 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: 

(a) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any
entity in which the Company, directly or indirectly, has an equity ownership interest of at least 20% but less than 50%; in each case as determined by the Committee. 
 (b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, RSU, Performance Award or Other Stock-Based Award granted under the Plan. 

(c) “Award Document” means any agreement, contract or other instrument or document evidencing any Award granted under
the Plan, which may, but need not, be executed or acknowledged by a Participant. 
 (d) “Beneficiary” means a
person entitled to receive payments or other benefits or to exercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant, or if no Beneficiary designated by the
Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate. 

(e) “Board” means the board of directors of the Company. 

(f) “Cause” means, with respect to any Participant, unless otherwise defined in such Participant’s Employment
Agreement or Award Document, such Participant’s: 
 (i) willful failure to substantially perform his or her duties (other
than due to physical or mental illness) after notice to the Participant of such failure; 







 (ii) willful misconduct or gross negligence in connection with the business or affairs of
the Company or any of its Affiliates; 
 (iii) conviction or plea of nolo contendere in a court of law of any crime or offense,
excluding misdemeanors and other minor offenses, or the Participant’s indictment or entering into a consent decree relating to any violations of U.S. or foreign securities laws; 

(iv) willful and material breach of any Lock Up Agreement or any written covenant or agreement with the Company or any Affiliate not to
disclose or misuse any information pertaining to, or misuse any property of, the Company or any Affiliate or not to compete or interfere with the business of the Company or any Affiliate; 

(v) substance abuse, including abuse of alcohol, drugs or other substances or use of illegal narcotics or substances, for which the
Participant fails to undertake treatment immediately after requested by the Board or to complete such treatment and which abuse continues or resumes after such treatment period; or 

(vi) misappropriation of funds or other acts of dishonesty involving the Company or any of its Affiliates. 

The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged
for Cause. 
 (g) “Change in Control” means the occurrence of any one or more of the following events:

 (i) any “person” (as defined in Section 3(a)(9) of the Exchange Act and as used in Sections
13(d) and 14(d) thereof) including any “group” within the meaning of both Section 13(d) of the Exchange Act and Treas. Reg. §1.409A-3(i)(5)(v)(B), other than the Company, any Affiliate or any employee benefit plan(s) or trust(s)
sponsored or maintained by the Company or its Affiliates, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors; 
 (ii) at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election
was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose 

  
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election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board; 

(iii) the consummation of (A) a merger or consolidation of the Company or any of its subsidiaries with any other
corporation or entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being
converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least 50% of the combined voting power and total fair market value of the securities of the Company or such surviving entity or parent
outstanding immediately after such merger or consolidation; or 
 (iv) the approval by the shareholders of the
Company to dissolve or liquidate the Company. 
 Notwithstanding the foregoing, the above definition is intended to constitute a change in the
ownership, a change in effective control or a change in the ownership of a substantial portion of the assets of the Company, in each case as defined in Treasury Regulation §1.409A-3(i)(5) or any successor guidance thereto (a “409A
Change Event”) and no event, occurrence or change in ownership shall be a Change in Control under this Plan unless it is also a 409A Change Event. 
 (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall
include any successor provision thereto. 
 (i) “Committee” means the Compensation Committee of the Board or
such other committee as may be designated by the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board. 
 (j) “Consultant” means any individual who is providing services to the Company or any Affiliate other than as an employee, officer or Director. 

(k) “Covered Employee” means an individual who is a “covered employee” or expected by the Committee to be a
“covered employee,” in each case within the meaning of Section 162(m)(3) of the Code. 
 (l)
“Director” means each director of the Company serving in office from time to time who is not also an officer or employee of the Company or any Affiliate. 

  
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 (m) “Disability” means, for awards not subject to Section 409A of the
Code, any disability as determined under procedures established by the Committee for purposes of this Plan. For awards subject to Section 409A of the Code, “Disability” shall have the meaning given in Section 409A(a)(2)(C) of the
Code and shall be determined consistent with Treasury Regulation §1.409A-3(i)(4)(i) or successor guidance thereto. 
 (n)
“Effective Date” means the later of (i) the date on which the Plan is adopted by the Board and (ii) the date on which the Plan is adopted by a majority of the outstanding stock of the Company. 

(o) “Employment Agreement” means any employment, severance, consulting or similar agreement between the Company or any
of its Affiliates and a Participant. 
 (p) “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto. 
 (q) “Fair Market Value” means with respect to Shares, the closing price of a Share as of the relevant date of determination (or, if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value as determined by the Committee, and with respect to
any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. 
 (r) “Good Reason” means: 
 (i) If an employee or
Consultant is party to an Employment Agreement or service agreement with the Company or its Affiliates and such agreement provides for a definition of Good Reason, the definition contained therein; or 

(ii) If no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the
following without the Participant’s express written consent, which circumstances are not remedied by the Company within 30 days of its receipt of a written notice form the Participant describing the applicable circumstances (which must be
provided by the Participant within 90 days of the Participant’s knowledge of the applicable circumstances): (A) any material, adverse change in the Participant’s duties, 

  
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responsibilities, authority, title, status or reporting structure (other than temporarily while the Participant is physically or mentally incapacitated or as required by applicable law);
(B) a material reduction in the Participant’s base salary or bonus opportunity; or (C) a geographical relocation of the Participant’s principal office location by more than 50 miles, except for required travel on Company
business. 
 (s) “Incentive Stock Option” means an option representing the right to purchase Shares from the
Company, granted pursuant to Section 6, that meets the requirements of Section 422 of the Code. 
 (t)
“Intrinsic Value” with respect to an Option or Stock Appreciation Right Award means (i) the price or implied price per Share in a Change in Control or other event over (ii) the exercise or hurdle price of such Award
multiplied by (iii) the number of Shares covered by such Award. 
 (u) “Lock Up Agreement” means any
agreement between the Company or any of its Affiliates and a Participant that provides for restrictions on the transfer of Shares held by such Participant. 
 (v) “Non-Qualified Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that is not an Incentive Stock Option.

 (w) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option. 

(x) “Other Stock-Based Award” means an Award granted pursuant to Section 10. 

(y) “Participant” means the recipient of an Award granted under the Plan. 

(z) “Performance Award” means an Award granted pursuant to Section 9. 

(aa) “Performance Period” means the period established by the Committee at the time any Performance Award is granted or
at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured. 

(bb) “Replacement Award” means an Award granted in assumption of, or in substitution for, an outstanding award
previously granted by 

  
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a company or other business acquired by the Company or with which the Company, directly or indirectly, combines. 
 (cc) “Restricted Stock” means any Share granted pursuant to Section 8. 
 (dd) “RSU” means a contractual right granted pursuant to Section 8 that is denominated in Shares. Each RSU represents a right to receive the value of one Share in cash, Shares or a
combination thereof. Awards of RSUs may include the right to receive dividend equivalents. 
 (ee) “Section 162(m)
Compensation” means “qualified performance-based compensation” under Section 162(m) of the Code. 
 (ff)
“Shares” means shares of the Company’s Class A common stock. 
 (gg) “Stock Appreciation
Right” means any right granted pursuant to Section 7 which entitles the grantee to receive, upon the exercise thereof in whole or in part, an amount in Shares equal in value to the excess of the Fair Market Value (at the time of
exercise) of one Share over the base price per share specified with respect to the Stock Appreciation Right, multiplied by the number of Shares in respect of which the Stock Appreciation Right shall have been exercised. The number of Shares to be
issued shall be calculated on the basis of the Fair Market Value of the Shares at the time of exercise. Notwithstanding the foregoing, the Committee may elect, at any time and from time to time, in lieu of issuing all or any portion of the Shares
otherwise issuable upon any exercise of any such Stock Appreciation Right, to pay the grantee an amount in cash or other marketable property of a value equivalent to the aggregate Fair Market Value at the time of exercise of the number of Shares
that the Committee is electing to settle in cash or other marketable property. 
 (hh) “Termination of Service”
means, in the case of a Participant who is an employee of the Company or an Affiliate, cessation of the employment relationship such that the Participant is no longer an employee of the Company or Affiliate, or, in the case of a Participant who is a
Consultant or Director, the date the performance of services for the Company or an Affiliate has ended; provided, however, that in the case of an employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the
Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as a Consultant or Director shall
not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that a Termination of Service will be deemed to occur for a Participant employed by an Affiliate when such Affiliate


  
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ceases to be an Affiliate unless such Participant’s employment continues with the Company or another Affiliate. Notwithstanding the foregoing, for Awards subject to Section 409A of the
Code, a “Termination of Service” shall not be deemed to have occurred unless such “Termination of Service” is considered a “separation from service” (within the meaning given of Treasury Regulation §1.409A-1(h) or
successor guidance thereto). 
 SECTION 3. Eligibility.  

(a) Any employees, officers, Directors and Consultants shall be eligible to be selected to receive an Award under the Plan. 

(b) Holders of options and other types of equity or equity-based awards granted by a company acquired by the Company or with which the
Company combines are eligible for grants of Replacement Awards under the Plan. 
 SECTION 4. Administration. 

 (a) The Plan shall be administered by the Committee. The Committee shall be appointed by the Board and shall consist of not
less than two directors of the Board. To the extent determined by the Board or necessary to comply with applicable regulatory and tax regimes, the Committee shall be comprised of members who are (i) independent, within the meaning of and to the
extent required by applicable rulings and interpretations of the applicable stock market or exchange on which the Shares are quoted or traded; (ii) non-employee directors within the meaning of Rule 16b-3 under the Exchange Act; and
(iii) outside directors pursuant to Section 162(m) of the Code. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. To the
extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the authority to grant Awards, except that such delegation shall not be applicable to any Award for a person then covered by Section 16 of the
Exchange Act. The Committee may issue rules and regulations for administration of the Plan. 
 (b) Subject to the terms of the
Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Replacement Awards) to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method
or methods by which Awards 

  
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may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award
made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the administration of the Plan. 
 (c) The Committee shall have
the authority: (i) to adopt and modify such rules, guidelines and practices governing the Plan which are not inconsistent with the terms of the Plan as it shall, from time to time, deem advisable; (ii) to interpret the terms and provisions
of the Plan and any Award issued under the Plan (and any agreements relating thereto); and (iii) to otherwise supervise the administration of the Plan. Section 409A of the Code applies to certain Awards under this Plan, and it is intended
that all such Awards shall be issued, administered, exercised and paid or transferred in conformance therewith. Accordingly, notwithstanding anything herein to the contrary, the Committee shall have authority to amend or restate the terms of a grant
or Award to the extent that, by such action, it may preclude a violation of Section 409A of the Code, without the consent of the recipient thereof. All decisions made by the Committee pursuant to the provisions of the Plan shall be made in the
Committee’s sole discretion and shall be final and binding on all persons, including the Company and Participants. 

SECTION 5. Shares Available for Awards.  

(a) Subject to adjustment as provided in Section 5(c) and except for Replacement Awards, (i) the maximum
number of Shares available for issuance under the Plan shall not exceed 1,105,263(1) Shares and (ii) no Participant may receive under the Plan in any calendar year (A) Options and Stock Appreciation Rights that relate to more than 276,315 Shares; (B) Restricted Stock and
RSUs that relate to more than 276,315 Shares or (C) Performance Awards and Other Stock-Based Awards that relate to more than 276,315 Shares. 
 (b) Any Shares subject to an Award (other than a Replacement Award) that expires, is canceled, forfeited or otherwise terminates without the 

 

	(1) 	 This number represents Shares that will be authorized under the Plan immediately prior to the closing of the Company’s initial public offering,
giving effect to the proposed reclassification of the Company’s common stock and the reverse stock split, each as described in the Company’s registration statement on Form S-1. 



  
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delivery of such Shares, including (i) the number of Shares surrendered or withheld in payment of any grant, purchase, exercise or hurdle price of an Award or taxes related to an Award and
(ii) any Shares subject to an Award to the extent that Award is settled without the issuance of Shares, shall again be, or shall become, available for issuance under the Plan. 

(c) In the event that the Committee determines that, as a result of any dividend or other distribution (whether in the form of cash,
Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or
other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, an adjustment is
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of: 

(i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and
individual limits specified in Section 5(a); 
 (ii) the number and type of Shares (or other securities) subject to
outstanding Awards; and 
 (iii) the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding Award; 
 provided, however, that the number of Shares
subject to any Award denominated in Shares shall always be a whole number. 
 (d) Any Shares delivered pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or of Shares acquired by the Company. 

SECTION 6. Options. The Committee is authorized to grant Options to Participants with the following terms and
conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: 
 (a) The option price per Share under an Option shall be determined by the Committee at the time of grant; provided, that such option price shall not be less than the Fair Market Value of the Shares on the
date of grant. Without the express approval of the Company’s shareholders, except as otherwise 

  
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provided in Section 5(c), the Committee shall not be entitled to amend or otherwise modify any Option to lower the option price per share below the Fair Market Value on the date of grant, or
to issue any replacement Option or similar Award in exchange for a Option with a higher exercise price. 
 (b) The term of each
Option shall be fixed by the Committee but shall not exceed ten years from the date of grant of such Option. 
 (c) Options
shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides, in its sole discretion, that any Option is exercisable only in installments, the Committee may
waive such installment exercise provisions at any time in whole or in part, based on such factors as the Committee shall determine, in its sole discretion. 
 (d) Subject to whatever installment exercise provisions apply under Section 6(c) and subject to whatever restrictions may be imposed by the Company, Options may be exercised in whole or in part at
any time during the option period, by giving written notice of exercise to the Company specifying the number of Shares as to which the Option is being exercised. Without limiting the generality of the foregoing, payment of the option price with
respect to any portion of any Option being exercised may be made: (i) in cash or its equivalent; (ii) by exchanging Shares owned by the optionee (which are not the subject of any pledge or other security interest); (iii) through an
arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Shares; or (iv) by any combination of the foregoing, provided that the combined value of all cash and cash
equivalents paid and the Fair Market Value of any Shares tendered to the Company, valued as of the time of such tender, is at least equal to such option price multiplied by the number of Shares for which the Option is being exercised. In addition,
the Committee may permit any Option to be exercised through net settlement, without payment of the purchase price, in which case the Company’s sole obligation shall be to issue to the optionee the same number of Shares as would have been issued
had such Option been Stock Appreciation Rights in respect of an identical number of Shares. An optionee shall not have any rights to dividends or other rights of a shareholder with respect to shares subject to the Option until the optionee has
exercised such Option by paying for the Shares being exercised (or the Company has elected to net settle such Option) in accordance with this Section 6(d). 
 (e) Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code. In the case of certain ten percent (10%) stockholders, the option price per Share purchasable under an Incentive Stock Option shall not be less
than one hundred ten percent 

  
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(110%) of the Fair Market Value of the Stock at the time the Incentive Stock Option is granted and the exercise period shall not be greater than five years from the date of grant. 

(f) Unless the Committee shall permit (on such terms and conditions as it shall establish) an Option (other than an Incentive Stock
Option) to be transferred to a member of the Participant’s immediate family or to a trust or similar vehicle solely for the benefit of the Participant and/or such immediate family members, no Option shall be assignable or transferable except by
will or the laws of descent and distribution, and except to the extent required by law, no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant. 

(g) Unless otherwise determined in an Award Document, the following shall apply in the event of an optionee’s Termination of
Service: 
 (i) Upon a Termination of Service by reason of death or Disability, any Option held by such optionee may thereafter
be exercised in accordance with the terms and conditions established by the Committee. If an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 421 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option. 
 (ii) Upon a Participant’s Termination of Service for Cause,
any Options held by such Participant shall be immediately cancelled and may not thereafter be exercised, even if exercisable on the date of such termination. 
 (iii) Upon a Participant’s Termination of Service for any reason other than Cause, death or Disability (including, without limitation, a voluntary resignation), any unvested Option shall thereupon
terminate and the Committee may permit an optionee up to 90 days following such termination to exercise any Options that are exercisable as of the date of such termination. 
 SECTION 7. Stock Appreciation Rights. Stock Appreciation Rights may be granted alone, in addition to, or in tandem with, other Awards granted under the Plan. Any Stock Appreciation
Right granted under the Plan shall be in such form as the Committee may from time to time approve. Stock Appreciation Rights may be granted in conjunction with all or part of any Option granted under the Plan. Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following: 
 (a) The exercise or base price per Share under a Stock Appreciation Right shall be determined by the Committee; provided, however, that, except in the case of Replacement Awards, such
exercise or base price shall 

  
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not be less than the Fair Market Value of a Share on the date of grant of such Stock Appreciation Right. Without the express approval of the Company’s shareholders, except as otherwise
provided in Section 5(c), the Committee shall not be entitled to amend or otherwise modify any Stock Appreciation Right to lower the exercise price below the Fair Market Value applicable at the date of grant, or to issue any replacement Stock
Appreciation Right or similar award in exchange for a Stock Appreciation Right with a higher exercise price. 
 (b) Stock
Appreciation Rights shall be exercisable at such time and subject to such conditions as the Committee shall specify, except that any Stock Appreciation Right granted in tandem with an Option (or portion thereof) shall be exercisable only at such
time or times and to the extent that the Options to which they relate shall be exercisable, including in the event of the Participant’s Termination of Service. Any Stock Appreciation Right granted on a stand-alone basis shall be subject to the
same rules regarding exercisability (including those pertaining to the impact of Termination of Service and the periods following Termination of Service described in Section 6(g)) that apply to Options. 

(c) Upon the exercise of a Stock Appreciation Right, a grantee shall be entitled to receive an amount in Shares (or, solely to the extent
determined by the Committee, cash) equal in value to the excess of the Fair Market Value (at the time of exercise) of one Share over the base price per share specified with respect to the Stock Appreciation Right, multiplied by the number of Shares
in respect of which the Stock Appreciation Right shall have been exercised. When payment is to be made in Shares, the number of Shares to be paid shall be calculated on the basis of the Fair Market Value of the Shares at the time of exercise. A
grantee of a Stock Appreciation Right shall not have any rights to dividends or other rights of a shareholder with respect to Shares subject to the Stock Appreciation Right until the grantee has exercised the Stock Appreciation Right and the Company
has issued Shares to the grantee. 
 (d) The term of each Stock Appreciation Right shall be fixed by the Committee but shall not
exceed ten years from the date of grant of such Stock Appreciation Right. 
 (e) Stock Appreciation Rights shall be transferable
only to the extent that Options may be transferable under Section 6(f) of the Plan. 
 SECTION 8. Restricted
Stock and RSUs. The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions
of the Plan, as the Committee shall determine. 
 (a) Shares of Restricted Stock and RSUs shall be subject to such restrictions
as the Committee may impose (including any limitation on the 

  
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right to vote a Share of Restricted Stock or the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or
times, in such installments or otherwise, as the Committee may deem appropriate. The Committee, in its sole discretion, may provide for the lapse of any restrictions imposed on any Restricted Stock or RSUs in installments and may accelerate or waive
such restrictions in whole or in part, based on service, performance criteria and/or such other factors as the Committee may determine, in its sole discretion. Unless otherwise provided by the Committee in the applicable Award Document, any Award of
Restricted Stock or RSUs shall be forfeited in the event of Termination of Service prior to the end of the applicable restriction period. 
 (b) The Company shall record each Restricted Stock Award on its books and records, in a manner generally consistent with its then current procedures for recording stock ownership, which may include
book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of a Restricted Stock award granted under the Plan, such certificate shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock. Except to the extent restricted under the Award Agreement relating to Restricted Stock, a Participant granted
Restricted Stock shall have all of the rights of a shareholder including, without limitation, the right to vote such Restricted Stock and the right to receive dividends thereon. At the expiration of the restriction period with respect to any RSU
Award, the Company shall record on its books and records, in a manner generally consistent with its then current procedures for recording stock ownership, the Participant’s ownership of a number of Shares equal to the Shares covered by the RSU
Award; provided that the Committee may determine, at or after grant, whether and to what extent to settle RSUs in cash. 
 (c)
If the Committee intends that an Award granted under this Section 8 shall constitute or give rise to Section 162(m) Compensation, such Award may be structured in accordance with the requirements of Section 9, including the performance
criteria and the Award limitation set forth therein, and any such Award shall be considered a Performance Award for purposes of the Plan. The Committee may also condition the grant of Restricted Stock or RSUs upon the attainment of specified
performance criteria set forth in Section 9. Where the restriction period will lapse or expire based on performance criteria, as provided in Section 9, the restriction period shall be at least one year, but may be waived by the Committee,
in the event of death, Disability or a Change in Control, whether in its discretion, as provided in the applicable Award Document or in rules or procedures that the Committee shall establish from time to time. 

  
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 (d) The Committee shall determine whether an amount equivalent to any dividends declared on
a Share will be credited with respect to an Award of RSUs and, if so, when such dividend equivalents will be paid and whether they will be paid in (or valued by reference to) cash, Restricted Stock or RSUs, in any case in compliance with
Section 409A of the Code. Notwithstanding the foregoing, no dividend equivalents shall be payable in respect of any Performance Award that has not become vested as of the record date of the corresponding dividend payable on the Stock.

 SECTION 9. Performance Awards. The Committee is authorized to grant Performance Awards to Participants
with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: 

(a) Performance Awards may be denominated as a cash amount, number of Shares or a combination thereof and are Awards which may be earned
upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award
or have it granted or settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. Subject to the terms of the Plan, the performance goals to be achieved during any
Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. Excluding Options
and/or Stock Appreciation Rights granted hereunder, the maximum number of Shares that may be subject to any such Performance Award granted to any employee in any calendar year shall not exceed 276,315 Shares, as such number may be adjusted pursuant
to Section 5(c); provided that, based on the level of achievement of the performance conditions, the number of Shares issuable in respect of any Performance Award upon achievement of the applicable performance conditions may be up to twice the
number of Shares initially granted. The maximum initial dollar value of any cash-based Performance Award granted in respect of a performance period may not exceed $5 million; provided that, based on the level of achievement of the performance
conditions, the actual amount payable in respect of such Performance Award upon achievement of the applicable performance conditions may be up to twice the initial dollar value. 

(b) Every Performance Award shall, if the Committee intends that such Award should constitute Section 162(m) Compensation, include a
pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or increases in, in each


  
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case as determined by the Committee, one or more of the following performance measures: overhead costs, general and administration expense, market price of a Share, cash flow, reserve value, net
asset value, earnings, normalized earnings (earnings excluding non-recurring expenses), net income, operating income, cash from operations, revenue, margin, EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted EBITDA
(EBITDA excluding equity-based compensation expenses), normalized EBITDA (EBITDA excluding non-recurring expenses), return on assets, stockholder return, return on equity, assets, unit volume, sales, market share, or strategic business criteria
consisting of one or more objectives based on meeting specified goals relating to acquisitions or divestitures, each as determined in accordance with generally accepted accounting principles, where applicable, as consistently applied by the Company.
Performance criteria may be measured on an absolute or relative basis. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices. Except in the case of an
Award intended to qualify as Section 162(m) Compensation, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business,
or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and
equitable. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, respectively, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the
power to impose such other restrictions on Awards subject to this Section 9(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Section 162(m) Compensation. Notwithstanding any provision of
the Plan to the contrary, the Committee shall not be authorized to increase the amount payable under or exercise discretion with respect to any Performance Award to a Covered Person intended to be Section 162(m) Compensation (such as the right
to accelerate vesting without regard to the achievement of the relevant performance objectives) if the ability to increase such amount or exercise such discretion would cause such Award to fail to qualify as other performance-based compensation.

 (c) Settlement of Performance Awards; Other Terms. Settlement of Performance Awards shall be in cash, Shares, other
Awards, other property, net settlement, or any combination thereof, in the discretion of the Committee. Performance Awards will be settled only after the end of the relevant Performance Period. 

(d) Unless otherwise determined by the Committee, in its discretion, as provided in the applicable Award Document, any Performance


  
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Award shall be forfeited in the event of Termination of Service prior to the end of the Performance Period. 
 SECTION 10. Other Stock-Based Awards. 
 (a) The Committee may
grant other types of equity-based or equity-related awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee
shall determine. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods and in such forms, including cash, Shares,
other Awards, other property, or any combination thereof, as the Committee shall determine. Such Other Stock-Based Awards may be granted as an inducement to enter the employ of the Company or any Affiliate or in satisfaction of any obligation of the
Company or any Affiliate to an officer, employee, Director or Consultant, whether pursuant to this Plan or otherwise, that would otherwise have been payable in cash or in respect of any other obligation of the Company or any Affiliate. Such Other
Stock-Based Awards may entail the transfer of actual Shares, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws
of jurisdictions other than the United States. 
 (b) The Committee shall specify the extent to which the Participant shall have
the right to receive Other Stock-Based Awards following Termination of Service. Such provisions need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for such termination. 

(c) Except as the Committee shall otherwise specify at or after grant, Stock-Based Awards may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and during the Participant’s lifetime only by the Participant. 
 SECTION 11. Effect of a Change in Control on Awards. 
 (a) In the
event of a Change in Control, except as otherwise provided in an Award Document, the Committee may provide for: (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving corporation) or by
the surviving corporation or its parent; (ii) substitution by the surviving corporation or its parent of awards with substantially the same terms and value for such outstanding Awards (in the case of an Option or Stock Appreciation Right, the
Intrinsic Value at grant of such substitute award shall equal the Intrinsic Value of the Award); (iii) acceleration of the vesting (including the lapse of any restrictions, with any performance criteria or other performance conditions deemed
met at target) or right to exercise such 

  
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outstanding Awards immediately prior to or as of the date of the Change in Control, and the expiration of such outstanding Awards to the extent not timely exercised by the date of the Change in
Control or other date thereafter designated by the Board; or (iv) in the case of an Option or Stock Appreciation Right Award, cancelation in consideration of a payment in cash or other consideration to the Participant who holds such Award in an
amount equal to the Intrinsic Value of such Award (which may be equal to but not less than zero), which, if in excess of zero, shall be payable upon the effective date of such Change in Control. 

(b) If an Award is treated in accordance with Sections 11(a)(i) or 11(a)(ii), notwithstanding the provisions of Sections 6, 7, 8 and 9
and unless otherwise specified in an Award Document, in the event of a Termination of Service without Cause or for Good Reason during the 12-month period following a Change in Control: 

(i) Any Options and Stock Appreciation Rights awarded under the Plan not previously exercisable and vested shall become fully exercisable
and vested; and 
 (ii) The restrictions and deferral limitations applicable to any Restricted Stock, RSU, Performance Awards or
Other Stock-Based Awards (other than any Section 162(m) Compensation), in each case to the extent not already vested under the Plan, shall lapse and such shares and Awards shall be deemed fully vested and settled, with any performance criteria
or other performance conditions shall be deemed met at target. Section 162(m) Compensation shall remain outstanding and continue to be subject to achievement of the relevant performance measures for the Performance Periods in effect on the date
of termination. 
 SECTION 12. General Provisions Applicable to Awards.  

(a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

 (b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other
Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same
time as or at a different time from the grant of such other Awards or awards. 
 (c) Subject to the terms of the Plan, payments
or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards, other property, net settlement,
or any 

  
 17 









 
combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case
in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend
equivalents in respect of installment or deferred payments. 
 (d) Except as may be permitted by the Committee or as
specifically provided in an Award Document, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 12(e), and (ii) during a
Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this
Section 12(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof. 

(e) A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by
using forms and following procedures approved or accepted by the Committee for that purpose. 
 (f) All certificates for Shares
and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such restrictions. 
 (g) The Committee may impose
restrictions on any Award with respect to non-competition, confidentiality and other restrictive covenants as it deems necessary or appropriate in its sole discretion. 
 SECTION 13. Amendments and Termination.  
 (a) Except to the
extent prohibited by applicable law and unless otherwise expressly provided in an Award Document or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however,
that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock


  
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market or exchange, if any, on which the Shares are principally quoted or traded or (i) the consent of the affected Participant, if such action would materially adversely affect the rights
of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations
or accounting or tax rules and regulations. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a
tax-efficient manner and in compliance with local rules and regulations. 
 (b) The Committee may waive any conditions or rights
under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided,
however, that no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to
comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; provided further that, except as provided in Section 5(c), no such action shall directly or indirectly, through
cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any Award established at the time of grant thereof; and provided further, that the Committee’s authority under this
Section 13(b) is limited in the case of Awards subject to Section 9, as provided in Section 9. 
 (c) Except as
provided in Section 9, the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 5(c)) affecting the
Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan. 
 (d) The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect. 
 SECTION 14. Miscellaneous.  
 (a) No employee, Participant or
other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need
not be the 

  
 19 









 
same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains
the right to make available future grants under the Plan. 
 (b) The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award Document or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except
as set forth in the applicable Award Document. 
 (c) Nothing contained in the Plan shall prevent the Company from adopting or
continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. 
 (d) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant
the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the
Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

 (e) If any provision of the Plan or any Award Document is or becomes or is deemed to be invalid, illegal or unenforceable in
any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Document, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan
and any such Award Document shall remain in full force and effect. 
 (f) No member of the Committee, nor any officer or
employee of the Company acting on behalf of the Committee, shall be personally liable for any action, failure to act, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and each and
any officer or employee of the Company acting on its behalf shall, to the extent 

  
 20 









 
permitted by law, be fully indemnified and protected by the Company in respect of any such action, failure to act, determination or interpretation. 

(g) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company. 
 (h) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. 

SECTION 15. Effective Date of the Plan. The Plan shall be effective as of the Effective Date. 

SECTION 16. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the ten
year anniversary of the Effective Date, (ii) the maximum number of Shares available for issuance under the Plan have been issued or (iii) the Board terminates the Plan in accordance with Section 13(a). However, unless otherwise
expressly provided in the Plan or in an applicable Award Document, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive
any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date. 

SECTION 17. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan
is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Document shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall
be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict.

 SECTION 18. Clawback. Notwithstanding any other provision in this Plan, any Award which is subject to
recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawbacks as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or
any policy adopted by the Company pursuant to any such law, government regulation or 

  
 21 









 
stock exchange listing requirement). 
 SECTION 19.
Governing Law. The Plan and each Award Document shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof. 

  
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