amended2017omnibusequity






Exhibit 10.18  1    JELD-WEN HOLDING, INC.   2017 OMNIBUS EQUITY PLAN  1. Purpose.  The purpose of the Plan is to assist the Company with attracting, retaining, incentivizing and  motivating officers and employees of, consultants to, and non-employee directors providing services  to, the Company and its Subsidiaries and Affiliates and to promote the success of the Company's  business by providing participating individuals with a proprietary interest in the performance of the  Company.  The Company believes that this incentive program will cause participating officers,  employees, consultants and non-employee directors to increase their interest in the welfare of the  Company, its Subsidiaries and Affiliates and to align their interests with those of the stockholders of  the Company, its Subsidiaries and Affiliates.  2. Definitions,   For purposes of the Plan:  2.1. “Adjustment Event” shall have the meaning ascribed to such term in Section 12.1.  2.2. “Affiliate” shall mean any entity that the Company, either directly or indirectly  through one or more intermediaries, is in common control with, is controlled by or controls, each  within the meaning of the Securities Act.  2.3. “Award” means, individually or collectively, a grant of an Option, Restricted Stock,  a Restricted Stock Unit, a Stock Appreciation Right, a Performance Award, a Dividend Equivalent  Right, a Share Award or any or all of them.  2.4. “Award Agreement” means a written or electronic agreement between the Company  and a Participant evidencing the grant of an Award and setting forth the terms and conditions thereof.  2.5. “Board” means the Board of Directors of the Company.  2.6. “Change in Control” means the occurrence of any of the following:  





 






2  (a) An acquisition (other than directly from the Company) of any voting  securities of the Company (the “Voting Securities”) by any Person, immediately after which  such Person first acquires “Beneficial Ownership” (within the meaning of Rule 13d-3  promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting  power of the Company's then-outstanding Voting Securities; provided, however, that in  determining whether a Change in Control has occurred pursuant to this Section 2.6(a), the  acquisition of Voting Securities in a Non-Control Acquisition (as hereinafter defined) shall  not constitute a Change in Control.  A “Non-Control Acquisition” shall mean an acquisition  by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the  Company or (B) any corporation or other Person the majority of the voting power, voting  equity securities or equity interest of which is owned, directly or indirectly, by the Company  (for purposes of this definition, a “Related Entity”), (ii) the Company or any Related Entity  or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);  (b) The individuals who, as of the Effective Date of this Plan, are members of  the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of  the members of the Board; provided, however, that if the election, or nomination for election  by the Company's common stockholders, of any new director was approved by a vote of at  least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be  considered as a member of the Incumbent Board; provided further, however, that no  individual shall be considered a member of the Incumbent Board if such individual initially  assumed office as a result of either an actual or threatened solicitation of proxies or consents  by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of  any agreement intended to avoid or settle any Proxy Contest;  (c) The consummation of:  (i) A merger, consolidation or reorganization (x) with or into the  Company or (y) in which securities of the Company are issued (a “Merger”), unless  such Merger is a Non-Control Transaction.  A “Non-Control Transaction” shall  mean a Merger in which:  (a) the stockholders of the Company immediately before  such Merger own directly or indirectly immediately following such Merger  at least a majority of the combined voting power of the outstanding voting  securities of (1) the corporation resulting from such Merger (the “Surviving  Corporation”), if fifty percent (50%) or more of the combined voting power  of the then outstanding voting securities of the Surviving Corporation is not  Beneficially Owned, directly or indirectly, by another Person (a “Parent  





 






3  Corporation”), or (2) if there is one or more than one Parent Corporation,  the ultimate Parent Corporation;  (b) the individuals who were members of the Board  immediately prior to the execution of the agreement providing for such  Merger constitute at least a majority of the members of the board of  directors of (1) the Surviving Corporation, if there is no Parent Corporation,  or (2) if there is one or more than one Parent Corporation, the ultimate  Parent Corporation; and  (c) no Person other than (1) the Company or another  corporation that is a party to the agreement of Merger, (2) any Related  Entity, (3) any employee benefit plan (or any trust forming a part thereof)  that, immediately prior to the Merger, was maintained by the Company or  any Related Entity or (4) any Person who, immediately prior to the Merger,  had Beneficial Ownership of Voting Securities representing more than fifty  percent (50%) of the combined voting power of the Company's then- outstanding Voting Securities, has Beneficial Ownership, directly or  indirectly, of fifty percent (50%) or more of the combined voting power of  the outstanding voting securities of (x) the Surviving Corporation, if there  is no Parent Corporation, or (y) if there is one or more than one Parent  Corporation, the ultimate Parent Corporation;  (ii) A complete liquidation or dissolution of the Company; or  (iii) The sale or other disposition of all or substantially all of the assets  of the Company and its Subsidiaries taken as a whole to any Person (other than (x)  a transfer to a Related Entity or (y) the distribution to the Company's stockholders  of the stock of a Related Entity or any other assets).  Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any  Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of  the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the  Company which, by reducing the number of Voting Securities then outstanding, increases the  proportional number of shares Beneficially Owned by the Subject Person; provided that if a Change  in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting  Securities by the Company and, after such acquisition by the Company, the Subject Person becomes  the Beneficial Owner of any additional Voting Securities and such Beneficial Ownership increases the  





 






4  percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then  a Change in Control shall occur.  2.7. “Code” means the Internal Revenue Code of 1986, as amended.  2.8. “Committee” means the Committee which administers the Plan as provided in  Section 3.  2.9. “Company” means JELD-WEN Holding, Inc., a Delaware corporation, or any  successor thereto.  2.10. “Consultant” means any consultant or advisor, other than an Employee or Director,  who is a natural person and who renders services to the Company or a Subsidiary that (a) are not in  connection with the offer and sale of the Company's securities in a capital raising transaction and (b)  do not directly or indirectly promote or maintain a market for the Company's securities.  2.11. “Corporate Transaction” means (a) a merger, consolidation, reorganization,  recapitalization or other transaction or event having a similar effect on the Company's capital stock or  (b) a liquidation or dissolution of the Company.  For the avoidance of doubt, a Corporate Transaction  may be a transaction that is also a Change in Control.  2.12. “Director” means a member of the Board.  2.13. “Disability” means, with respect to a Participant, a permanent and total disability as  defined in Code Section 22(e)(3).  A determination of Disability may be made by a physician selected  or approved by the Committee and, in this respect, the Participant shall submit to any reasonable  examination(s) required by such physician upon request.  Notwithstanding the foregoing provisions of  this Section 2.13, in the event any Award is considered to be “deferred compensation” as that term is  defined under Section 409A and the terms of the Award are such that the definition of “disability” is   required to comply with the requirements of Section 409A then, in lieu of the foregoing definition, the  definition of “Disability” for purposes of such Award shall mean, with respect to a Participant, that the  Participant is unable to engage in any substantial gainful activity by reason of any medically  determinable physical or mental impairment that can be expected to result in death or can be expected  to last for a continuous period of not less than twelve (12) months.  2.14. “Division” means any of the operating units or divisions of the Company designated  as a Division by the Committee.  





 






5  2.15. “Dividend Equivalent Right” means a right to receive cash or Shares based on the  value of dividends that are paid with respect to Shares.  2.16. “Effective Date” means the date of the Plan's approval by the Company's  stockholders.  2.17. “Eligible Individual” means any Employee, Director or Consultant.  2.18. “Employee” means any individual performing services for the Company or a  Subsidiary and designated as an employee of the Company or the Subsidiary on its payroll records.   An Employee shall not include any individual during any period he or she is classified or treated by  the Company or Subsidiary as an independent contractor, a consultant or an employee of an  employment, consulting or temporary agency or any other entity other than the Company or  Subsidiary, without regard to whether such individual is subsequently determined to have been, or is  subsequently retroactively reclassified, as a common-law employee of the Company or Subsidiary  during such period.  An individual shall not cease to be an Employee in the case of (i) any leave of  absence approved by the Company or (ii) transfers between locations of the Company or any  Subsidiary, or between the Company and any Subsidiaries.  2.19. “Exchange Act” means the Securities Exchange Act of 1934, as amended.    2.20. “Fair Market Value” on any date means:  (a) if the Shares are listed for trading on a national securities exchange, the  closing price at the close of the primary trading session of the Shares on the date of  determination on the principal national securities exchange on which the common stock is  listed or admitted to trading as officially quoted in the consolidated tape of transactions on  such exchange or such other source as the Committee deems reliable for the applicable date,  or if there has been no such closing price of the Shares on such date, on the next preceding  date on which there was such a closing price; or  (b) if the Shares are not listed for trading on a national securities exchange, the  fair market value of the Shares as determined in good faith by the Committee, and, if  applicable, in accordance with Sections 409A and 422 of the Code.  Notwithstanding the foregoing, with respect to Awards granted in connection with an Initial Public  Offering, if any, unless the Committee determines otherwise, Fair Market Value shall mean the price  at which Shares are offered to the public by the underwriters in the Initial Public Offering.  





 






6  2.21. “Incentive Stock Option” means an Option satisfying the requirements of Section  422 of the Code and designated by the Committee as an Incentive Stock Option.  2.22. “Nonemployee Director” means a Director of the Board who is a “nonemployee  director” within the meaning of Rule 16b-3 promulgated under the Exchange Act.  2.23. “Nonqualified Stock Option” means an Option which is not an Incentive Stock  Option.   2.24. “Option” means a Nonqualified Stock Option or an Incentive Stock Option.  2.25. “Option Price” means the price at which a Share may be purchased pursuant to an  Option.  2.26. “Parent” means any corporation which is a “parent corporation” (within the meaning  of Section 424(e) of the Code) with respect to the Company.  2.27. “Participant” means an Eligible Individual to whom an Award has been granted  under the Plan.  2.28. “Performance Awards” means Performance Share Units, Performance-Based  Restricted Stock or any or all of them.  2.29. “Performance-Based Restricted Stock” means Shares issued or transferred to an  Eligible Individual under Section 9.2.  2.30. “Performance Cycle” means the time period specified by the Committee at the time  Performance Awards are granted during which the performance of the Company, a Subsidiary or a  Division will be measured.  2.31. “Performance Objectives” means the objectives set forth in Section 9.3 for the  purpose of determining, either alone or together with other conditions, the degree of payout and/or  vesting of Performance Awards.  2.32. “Performance Share Units” means Performance Share Units granted to an Eligible  Individual under Section 9.1(b).  





 






7  2.33. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the  Exchange Act and used in Sections 13(d) and 14(d) of the Exchange Act.  2.34. “Plan” means this JELD-WEN Holding, Inc. 2017 Equity Incentive Plan, as  amended from time to time.  2.35. “Plan Termination Date” means the date that is ten (10) years after the Effective  Date, unless the Plan is earlier terminated by the Board pursuant to Section 15 hereof.  2.36. “Restricted Stock” means Shares issued or transferred to an Eligible Individual  pursuant to Section 8.1.  2.37. “Restricted Stock Units” means rights granted to an Eligible Individual under  Section 8.2 representing a number of hypothetical Shares.  2.38. “Section 409A” means Section 409A of Code, and all regulations, guidance, and  other interpretative authority issued thereunder.  2.39. “Securities Act” means the Securities Act of 1933, as amended.  2.40. “Share Award” means an Award of Shares granted pursuant to Section 10.  2.41. “Shares” means the common stock, par value $0.01 per share, of the Company and  any other securities into which such shares are changed or for which such shares are exchanged.  2.42. “Stock Appreciation Right” means a right to receive all or some portion of the  increase, if any, in the value of the Shares as provided in Section 6 hereof.  2.43. “Subsidiary” means (a) except as provided in subsection (b) below, any corporation  which is a subsidiary corporation within the meaning of Section 424(f) of the Code with respect to the  Company and (b) in relation to the eligibility to receive Awards other than Incentive Stock Options  and continued employment or the provision of services for purposes of Awards (unless the Committee  determines otherwise), any entity, whether or not incorporated, in which the Company directly or  indirectly owns at least twenty-five percent (25%) of the outstanding equity or other ownership  interests.  2.44. “Ten-Percent Shareholder” means an Employee who, at the time an Incentive Stock  Option is to be granted to him or her, owns (within the meaning of Section 422(b)(6) of the Code)  





 






8  stock possessing more than ten percent (10%) of the total combined voting power of all classes of  stock of the Company, a Parent or a Subsidiary.  2.45. “Termination”, “Terminated” or “Terminates” shall mean (a) with respect to a  Participant who is an Employee, the date such Participant ceases to be employed by the Company and  its Subsidiaries, (b) with respect to a Participant who is a Consultant, the date such Participant ceases  to provide services to the Company and its Subsidiaries or (c) with respect to a Participant who is a  Director, the date such Participant ceases to be a Director, in each case, for any reason whatsoever  (including by reason of death, Disability or adjudicated incompetency).  Unless otherwise set forth in  an Award Agreement, (a) if a Participant is both an Employee and a Director and terminates as an  Employee but remains as a Director, the Participant will be deemed to have continued in employment  without interruption and shall be deemed to have Terminated upon ceasing to be a Director and (b) if  a Participant who is an Employee or a Director ceases to provide services in such capacity and becomes  a Consultant, the Participant will be deemed to have continued in employment without interruption  and shall be deemed to have Terminated upon ceasing to be a Consultant.  3. Administration.    3.1. Committee.  The Plan shall be administered by a Committee appointed by the Board.   The Committee shall consist of at least two (2) Directors of the Board and may consist of the entire  Board; provided, however, that if the Committee consists of less than the entire Board, then, with  respect to any Award granted to an Eligible Individual who is subject to Section 16 of the Exchange  Act, the Committee shall consist only of Nonemployee Directors.  For purposes of the preceding  sentence, if one or more voting with respect to a particular action taken by the Committee, then the  Committee, with respect to that action, shall be deemed to consist only of the members of the  Committee who have not recused themselves or abstained from voting.  The acts of a majority of the  total membership of the Committee at any meeting, or the acts approved in writing by all of its  members, shall be the acts of the Committee.  All decisions and determinations by the Committee in  the exercise of its powers hereunder shall be final, binding and conclusive upon the Company, its  Subsidiaries, the Participants and all other Persons having any interest therein.  3.2. Board Reservation and Delegation.  (a) The Board may, in its discretion, reserve to itself or exercise any or all of  the authority and responsibility of the Committee hereunder.  To the extent the Board has  reserved to itself or exercises the authority and responsibility of the Committee, the Board  shall be deemed to be acting as the Committee for purposes of the Plan and references to the  Committee in the Plan shall be to the Board.  





 






9  (b) Subject to applicable law, the Board may delegate, in whole or in part, any  of the authority of the Committee hereunder (subject to such limits as may be determined by  the Board) to any individual or committee of individuals (who need not be Directors),  including without limitation the authority to make Awards to Eligible Individuals who are not  officers or Directors of the Company or any of its Subsidiaries and who are not subject to  Section 16 of the Exchange Act.  To the extent that the Board delegates any such authority to  make Awards as provided by this Section 3.2(b), all references in the Plan to the Committee's  authority to make Awards and determinations with respect thereto shall be deemed to include  the Board's delegate.  3.3. Committee Powers.  Subject to the express terms and conditions set forth herein, the  Committee shall have all of the powers necessary to enable it to carry out its duties under the Plan,  including, without limitation, the power from time to time to:  (a) determine those Eligible Individuals to whom Awards shall be granted  under the Plan and determine the number or value of Shares in respect of which each Award  is granted, prescribe the terms and conditions (which need not be identical) of each such  Award, including, (i) in the case of Options, the exercise price per Share and the duration of  the Option and (ii) in the case of Stock Appreciation Rights, the Base Price per Share and the  duration of the Stock Appreciation Right, accelerate the vesting or lapsing of restrictions of  any Award in the event of death or Disability, and make any amendment or modification to  any Award Agreement, in each case, consistent with the terms of the Plan and make any  amendment or modification to any Agreement consistent with the terms of the Plan;  (b) construe and interpret the Plan and the Awards granted hereunder,  establish, amend and revoke rules, regulations and guidelines as it deems are necessary or  appropriate for the administration of the Plan, including, but not limited to, correcting any  defect, supplying any omission or reconciling any inconsistency in the Plan or in any Award  Agreement in the manner and to the extent it shall deem necessary or advisable, including so  that the Plan and the operation of the Plan comply with Rule 16b-3 under the Exchange Act,  the Code to the extent applicable and other applicable law, and otherwise make the Plan fully  effective;  (c) permit a Participant to defer such Participant’s receipt of the payment of  cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the  lapse or waiver of restrictions with respect to Restricted Stock Units and Performance Share  Units, or the satisfaction of any requirements or objectives with respect to such Awards;  provided that if any such deferral election is permitted or required, the Committee shall, in its  sole discretion, establish rules and procedures for such payment deferrals, which rules and  





 






10  procedures shall comply with Section 409A; and provided further that the deferral of Option  and Stock Appreciation Right gains is prohibited;  (d) determine the duration and purposes for leaves of absence which may be  granted to a Participant on an individual basis without constituting a Termination for purposes  of the Plan;  (e) cancel, with the consent of the Participant, outstanding Awards or as  otherwise permitted under the terms of the Plan;  (f) exercise its discretion with respect to the powers and rights granted to it as  set forth in the plan  (g) generally, exercise such powers and perform such acts as are deemed  necessary or advisable to promote the best interests of the Company with respect to the Plan.  3.4. Non-Uniform Determinations.  The Committee's determinations under the Plan need  not be uniform and may be made by it selectively among Persons who receive, or are eligible to receive,  Awards (whether or not such Persons are similarly situated).  Without limiting the generality of the  foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective  determinations, and to enter into non-uniform and selective Award Agreements, as to the Eligible  Individuals to receive Awards under the Plan and the terms and provision of Awards under the Plan.  3.5. Non-U.S. Employees.  Notwithstanding anything herein to the contrary, with respect  to Participants working outside the United States, the Committee may establish subplans, determine  the terms and conditions of Awards, and make such adjustments to the terms thereof as are necessary  or advisable to fulfill the purposes of the Plan taking into account matters of local law or practice,  including tax and securities laws of jurisdictions outside the United States.  3.6. Indemnification.  No member of the Committee shall be liable for any action, failure  to act, determination or interpretation made in good faith with respect to the Plan or any transaction  hereunder.  The Company hereby agrees to indemnify each member of the Committee for all costs and  expenses and, to the extent permitted by applicable law, any liability incurred in connection with  defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim,  cause of action or dispute of any kind arising in connection with any actions in administering the Plan  or in authorizing or denying authorization to any transaction hereunder.  3.7. No Repricing of Options or Stock Appreciation Rights.  The Committee shall have  no authority to (i) make any adjustment (other than in connection with an Adjustment Event, a  





 






11  Corporate Transaction or other transaction where an adjustment is permitted or required under the  terms of the Plan) or amendment, and no such adjustment or amendment shall be made, that reduces  or would have the effect of reducing the exercise price of an Option or Base Price of a Stock  Appreciation Right previously granted under the Plan, whether through amendment, cancellation or  replacement grants or other means, or (ii) cancel for cash or other consideration any Option whose  Option Price is greater than the then Fair Market Value of a Share or Stock Appreciation Right whose  Base Price is greater than the then Fair Market Value of a Share unless, in either case the Company's  stockholders shall have approved such adjustment, amendment or cancellation.  4. Stock Subject to the Plan: Grant Limitations; Vesting.  4.1. Aggregate Number of Shares Authorized for Issuance.  Subject to any adjustment as  provided in the Plan, the maximum number of Shares that may be issued pursuant to Awards granted  under the Plan shall not exceed 7,500,000 Shares, all of which may granted pursuant to Incentive Stock  Options.  The Shares to be issued under the Plan may be, in whole or in part, authorized but unissued  Shares or issued Shares which shall have been reacquired by the Company and held by it as treasury  shares.  The grant of any Award that may be settled only in cash shall not reduce the number of Shares  with respect to which Awards may be granted pursuant to the Plan.  4.2. Individual Participant Limit.  The aggregate number of Shares that may be issued  pursuant to Awards granted under the Plan in any calendar year (or in respect of the calendar year  during which the Transition Period expires, the remainder of such calendar year) may not exceed  2,000,000 Shares in the case of an Eligible Individual who is an Employee or Consultant or 250.000  Shares in the case of a Director who is not an Employee or Consultant.  4.3. Calculating Shares Available.  Shares shall be deemed to have been issued under the  Plan only to the extent actually issued and delivered pursuant to an Award. To the extent that (i) an  Award expires or is otherwise canceled, terminated or forfeited without the issuance of Shares or (ii)  an Award will be mandatorily settled solely in cash without the delivery of Shares, then the Shares  covered by such Awards will become available for issuance in connection with future Awards granted  under the Plan. Notwithstanding anything to the contrary in the Plan, the following Shares will not  become available for issuance  in connection with future Awards granted under the Plan (A) Shares  withheld from payment of an Award by the Company, or surrendered or tendered by the Participant,  in satisfaction of any federal, state or local income tax and applicable employment tax withholding  requirements, (B) Shares withheld from the payment of an Award by the Company, or surrendered or  tendered by the Participant in payment of, the exercise price or purchase price of an Award, (C) Shares  covered by Awards that discretionarily settled in cash, (D) Shares covered by a Stock Appreciation  Right that are not issued in connection with its settlement in Shares upon exercise and (E) Shares  





 






12  reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of  Options.  4.4. Vesting. The Committee shall determine and set forth in the applicable Award  Agreement the time or times at which, and/or the conditions required for, an Award to vest, become  exercisable or have restrictions lapse; provided that no Award granted to an Eligible Individual shall  vest, become exercisable or have restrictions lapse earlier than the first (1st) anniversary of the grant  date; provided, however, up to a maximum of five percent (5%) of the maximum aggregate number of  Shares that may be issued under the Plan pursuant to Section 4.1 may be issued pursuant to Awards  granted under the Plan without regard for any limitations or other requirements for vesting or  transferability under the Plan.  5. Stock Option.  5.1. Authority of Committee.  The Committee may grant Options to Eligible Individuals  in accordance with the Plan, the terms and conditions of the grant of which shall be set forth in an  Award Agreement.  Incentive Stock Options may be granted only to Eligible Individuals who are  Employees of the Company or any of its Subsidiaries on the date the Incentive Stock Option is granted.   Options shall be subject to the following terms and provisions:  5.2. Option Price.  The Option Price or the manner in which the exercise price is to be  determined for Shares under each Option shall be determined by the Committee and set forth in the  Award Agreement; provided, however, that the exercise price per Share under each Option shall not  be less than the greater of (i) the par value of a Share and (ii) 100% of the Fair Market Value of a Share  on the date the Option is granted (110% in the case of an Incentive Stock Option granted to a Ten- Percent Shareholder).  5.3. Maximum Duration.  Options granted hereunder shall be for such term as the  Committee shall determine; provided that an Incentive Stock Option shall not be exercisable after the  expiration of ten (10) years from the date it is granted (five (5) years in the case of an Incentive Stock  Option granted to a Ten-Percent Shareholder) and a Nonqualified Stock Option shall not be exercisable  after the expiration of ten (10) years from the date it is granted; provided, further, however, that (i)  unless the Committee provides otherwise, an Option (other than an Incentive Stock Option) may, upon  the death of the Participant prior to the expiration of the Option, be exercised for up to one (1) year  following the date of the Participant's death (but in no event beyond the date on which the Option  otherwise would expire by its terms), and (ii) if, at the time an Option (other than an Incentive Stock  Option) would otherwise expire at the end of its term, the exercise of the Option is prohibited by  applicable law or the Company's insider trading policy, the term shall be extended until thirty (30)  days after the prohibition no longer applies.  The Committee may, subsequent to the granting of any  





 






13  Option, extend the period within which the Option may be exercised (including following a  Participant's Termination), but in no event shall the period be extended to a date that is later than the  earlier of the latest date on which the Option could have been exercised and the 10th anniversary of  the date of grant of the Option, except as otherwise provided herein in this Section 5.3.  5.4. Vesting.  To the extent not exercised, vested installments shall accumulate and be  exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the  Option expires.   5.5. Limitations on Incentive Stock Options.  To the extent that the aggregate Fair Market  Value (determined as of the date of the grant) of Shares with respect to which Incentive Stock Options  granted under the Plan and “incentive stock options” (within the meaning of Section 422 of the Code)  granted under all other plans of the Company or its Subsidiaries (in either case determined without  regard to this Section 5.5) are exercisable by a Participant for the first time during any calendar year  exceeds $100,000, such Incentive Stock Options shall be treated as Nonqualified Stock Options.  In  applying the limitation in the preceding sentence in the case of multiple Option grants, unless otherwise  required by applicable law, Options which were intended to be Incentive Stock Options shall be treated  as Nonqualified Stock Options according to the order in which they were granted such that the most  recently granted Options are first treated as Nonqualified Stock Options.  5.6. Method of Exercise.  The exercise of an Option shall be made only by giving notice  in the form and to the Person designated by the Company, specifying the number of Shares to be  exercised and, to the extent applicable, accompanied by payment therefor and otherwise in accordance  with the Award Agreement pursuant to which the Option was granted.  The Option Price for any Shares  purchased pursuant to the exercise of an Option shall be paid in any of, or any combination of, the  following forms: (a) cash or its equivalent (e.g., a check) or (b) if permitted by the Committee, the  transfer, either actually or by attestation, to the Company of Shares that have been held by the  Participant for at least six (6) months (or such lesser period as may be permitted by the Committee)  prior to the exercise of the Option, such transfer to be upon such terms and conditions as determined  by the Committee or (c) in the form of other property as determined by the Committee.  In addition,  (i) the Committee may provide for the payment of the Option Price through Share withholding as a  result of which the number of Shares issued upon exercise of an Option would be reduced by a number  of Shares having a Fair Market Value equal to the Option Price and (ii) an Option may be exercised  through a registered broker-dealer pursuant to such cashless exercise procedures that are, from time to  time, deemed acceptable by the Committee.  No fractional Shares (or cash in lieu thereof) shall be  issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall  be rounded down to the nearest number of whole Shares.  





 






14  5.7. Rights of Participants.  No Participant shall be deemed for any purpose to be the  owner of any Shares subject to any Option unless and until (a) the Option shall have been exercised  with respect to such Shares pursuant to the terms of the applicable Award Agreement, (b) the Company  shall have issued and delivered Shares (whether or not certificated) to the Participant, a securities  broker acting on behalf of the Participant or such other nominee of the Participant and (c) the  Participant's name, or the name of his or her broker or other nominee, shall have been entered as a  shareholder of record on the books of the Company.  Thereupon, the Participant shall have full voting,  dividend and other ownership rights with respect to such Shares, subject to such terms and conditions  as may be set forth in the applicable Award Agreement.  5.8. Effect of Change in Control.  Any specific terms applicable to an Option in the event  of a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award  Agreement.  6. Stock Appreciation Rights,  6.1. Grant.  The Committee may grant Stock Appreciation Rights to Eligible Individuals  in accordance with the Plan, the terms and conditions of which shall be set forth in an Award  Agreement.  A Stock Appreciation Right may be granted (a) at any time if unrelated to an Option or  (b) if related to an Option, either at the time of grant or at any time thereafter during the term of the  Option.  Awards of Stock Appreciation Rights shall be subject to the following terms and provisions.  6.2. Terms: Duration.  Stock Appreciation Rights shall contain such terms and conditions  as to exercisability, vesting and duration as the Committee shall determine, but in no event shall they  have a term of greater than ten (10) years; provided, however, that unless the Committee provides  otherwise, a Stock Appreciation Right may, upon the death of the Participant prior to the expiration of  the Award, be exercised for up to one (1) year following the date of the Participant's death (but in no  event beyond the date on which the Stock Appreciation Right otherwise would expire by its terms) and  (ii) if, at the time a Stock Appreciation Right would otherwise expire at the end of its term, the exercise  of the Stock Appreciation Right is prohibited by applicable law or the Company's insider trading  policy, the term shall be extended until thirty (30) days after the prohibition no longer applies.  The  Committee may, subsequent to the granting of any Stock Appreciation Right, extend the period within  which the Stock Appreciation Right may be exercised (including following a Participant's  Termination), but in no event shall the period be extended to a date that is later than the earlier of the  latest date on which the Stock Appreciation Right could have been exercised and the 10th anniversary  of the date of grant of the Stock Appreciation Right, except as otherwise provided herein in this Section  6.2.  





 






15  6.3. Vesting.  To the extent not exercised, vested installments shall accumulate and be  exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the  Stock Appreciation Right expires.    6.4. Amount Payable.  Upon exercise of a Stock Appreciation Right, the Participant shall  be entitled to receive an amount determined by multiplying (i) the excess of the Fair Market Value of  a Share on the last business day preceding the date of exercise of such Stock Appreciation Right over  the Fair Market Value of a Share on the date the Stock Appreciation Right was granted (the “Base  Price”) by (ii) the number of Shares as to which the Stock Appreciation Right is being exercised (the  “SAR Payment Amount”).  Notwithstanding the foregoing, the Committee may limit in any manner  the amount payable with respect to any Stock Appreciation Right by including such a limit in the  Award Agreement evidencing the Stock Appreciation Right at the time it is granted.  6.5. Method of Exercise.  Stock Appreciation Rights shall be exercised by a Participant  only by giving notice in the form and to the Person designated by the Company, specifying the number  of Shares with respect to which the Stock Appreciation Right is being exercised.  6.6. Form of Payment.  Payment of the SAR Payment Amount may be made in the  discretion of the Committee solely in whole Shares having an aggregate Fair Market Value equal to  the SAR Payment Amount, solely in cash or in a combination of cash and Shares.  If the Committee  decides to make full payment in Shares and the amount payable results in a fractional Share, payment  shall be rounded down to the nearest whole Share.  6.7. Effect of Change in Control.  Any specific terms applicable to a Stock Appreciation  Right in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in  the applicable Award Agreement.  7. Dividend Equivalent Rights.  The Committee may grant Dividend Equivalent Rights, either in tandem with an Award or as  a separate Award, to Eligible Individuals in accordance with the Plan. The terms and conditions  applicable to each Dividend Equivalent Right shall be specified in the Award Agreement evidencing  the Award. Amounts payable in respect of Dividend Equivalent Rights will be deferred until the vesting  of or lapsing of restrictions on such Dividend Equivalent Rights or until the vesting, payment or  settlement of or other lapse of restrictions on the Award to which the Dividend Equivalent Rights relate  and will in any event be subject to any restrictions and risks of forfeiture to the same extent as the  Awards with respect to which such dividends are payable. The Committee shall determine whether such  amount is to be held in cash or reinvested in Shares or deemed (notionally) to be reinvested in Shares.  





 






16  Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single  installment or multiple installments, as determined by the Committee.   8. Restricted Stock;  Restricted Stock Units.  8.1. Restricted Stock.  The Committee may grant Awards of Restricted Stock to Eligible  Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an  Award Agreement.  Each Award Agreement shall contain such restrictions, terms and conditions as  the Committee may, in its discretion, determine and (without limiting the generality of the foregoing)  such Award Agreements may require that an appropriate legend be placed on Share certificates.  With  respect to Shares in a book entry account in a Participant's name, the Committee may cause appropriate  stop transfer instructions to be delivered to the account custodian, administrator or the Company's  corporate secretary as determined by the Committee in its sole discretion.  Awards of Restricted Stock  shall be subject to the following terms and provisions:  (a) Rights of Participant.  Shares of Restricted Stock granted pursuant to an  Award hereunder shall be issued in the name of the Participant as soon as reasonably  practicable after the Award is granted provided that the Participant has executed an Award  Agreement evidencing the Award (which, in the case of an electronically distributed Award  Agreement, shall be deemed to have been executed by an acknowledgement of receipt or in  such other manner as the Committee may prescribe) and any other documents which the  Committee may require as a condition to the issuance of such Shares.  At the discretion of the  Committee, Shares issued in connection with an Award of Restricted Stock may be held in  escrow by an agent (which may be the Company) designated by the Committee.  Unless the  Committee determines otherwise and as set forth in the Award Agreement, upon the issuance  of the Shares, the Participant shall have all of the rights of a shareholder with respect to such  Shares, including the right to vote the Shares and, subject to and in accordance with Section  8.1(d), to receive all dividends or other distributions paid or made with respect to the Shares.  (b) Terms and Conditions.  Each Award Agreement shall specify the number  of Shares of Restricted Stock to which it relates, the conditions which must be satisfied in  order for the restrictions on transferability set forth in this paragraph (b) to lapse, and the  circumstances under which the Award will be forfeited.  During such period as may be set by  the Administrator in the Award Agreement (the “Vesting Period”), the Participant shall not  be permitted to sell, transfer, pledge, hypothecate or assign Shares of Restricted Stock  awarded under the Plan except by will or the laws of descent and distribution.  The  Administrator may also impose such other restrictions and conditions, including the  attainment of pre-established Performance Objectives or other corporate or individual  performance goals, on Restricted Stock as it determines in its sole discretion.  The Vesting  





 






17  Period shall be not less than three years, provided that the Vesting Period may be shorter (but  not less than one year) if vesting of the Restricted Stock is conditioned upon the attainment  of pre-established Performance Objectives or other corporate or individual performance  goals.  Any attempt to dispose of any Restricted Stock in contravention of any such  restrictions shall be null and void and without effect.  (c) Delivery of Shares.  Upon the lapse of the restrictions on Shares of  Restricted Stock, the Committee shall cause a stock certificate or evidence of book entry  Shares to be delivered to the Participant with respect to such Shares of Restricted Stock, free  of all restrictions hereunder.  (d) Treatment of Dividends.  The payment to the Participant of dividends, or a  specified portion thereof, declared or paid on such Shares by the Company shall be (i)  deferred until the lapsing of the restrictions imposed upon such Shares and (ii) held by the  Company for the account of the Participant until such time and shall be subject to restrictions  and risk of forfeiture to the same extent as the Restricted Stock with respect to which such  dividends are payable.  The Committee shall determine whether such dividends are to be  reinvested in Shares (which shall be held as additional Shares of Restricted Stock) or held in  cash.  Payment of deferred dividends in respect of Shares of Restricted Stock (whether held  in cash or as additional Shares of Restricted Stock), shall be made upon the lapsing of  restrictions imposed on the Shares in respect of which the deferred dividends were paid, and  any dividends deferred in respect of any Shares of Restricted Stock shall be forfeited upon  the forfeiture of such Shares.  (e) Effect of Change in Control.  Any specific terms applicable to Restricted  Stock in the event of a Change in Control and not otherwise provided in the Plan shall be set  forth in the applicable Award Agreement.  8.2. Restricted Stock Unit Awards.  The Committee may grant Awards of Restricted  Stock Units to Eligible Individuals in accordance with the Plan, the terms and conditions of which  shall be set forth in an Award Agreement.  Each such Award Agreement shall contain such restrictions,  terms and conditions as the Committee may, in its discretion, determine.  Awards of Restricted Stock  Units shall be subject to the following terms and provisions:  (a) Payment of Awards.  Each Restricted Stock Unit shall represent the right  of the Participant to receive one Share, together with such dividends as may have accrued  with respect to such Share from the time of the grant of the Award until the time of vesting,  upon vesting of the Restricted Stock Unit or on any later date specified by the Committee,  subject to a Participant’s deferral election, if any; provided, however, that the Committee may  





 






18  provide for the settlement of Restricted Stock Units in cash equal to the Fair Market Value of  the Shares that would otherwise be delivered to the Participant (determined as of the date of  the Shares would have been delivered), or a combination of cash and Shares.  The Committee  may, at the time a Restricted Stock Unit is granted, provide a limitation on the amount payable  in respect of each Restricted Stock Unit.  (b) Vesting.  No Restricted Stock Units may vest more quickly than one-third  annually over three years; provided that the vesting period may be shorter (but not less than  one year) if vesting of the Restricted Stock Unit is conditioned upon the attainment of pre- established Performance Objectives or other corporate or individual performance goals, or  for Restricted Stock Units awarded to Directors who are not Employees.  (c) Effect of Change in Control.  Any specific terms applicable to Restricted  Stock Units in the event of a Change in Control and not otherwise provided in the Plan shall  be set forth in the applicable Award Agreement.  9. Performance Awards.  9.1. Performance Share Units.  The Committee may grant Awards of Performance Share  Units to Eligible Individuals in accordance with the Plan, the terms and conditions of which shall be  set forth in an Award Agreement.  Performance Share Units shall be denominated in Shares and,  contingent upon the attainment of specified Performance Objectives within the Performance Cycle and  such other vesting conditions as may be determined by the Committee (including without limitation, a  continued employment requirement following the end of the applicable Performance Cycle), represent  the right to receive payment as provided in Sections 9.1(a) and (b) of the Fair Market Value of a Share  on the date the Performance Share Unit becomes vested or any other date specified by the Committee,  subject to a Participant’s deferral election, if any.  The Committee may at the time a Performance Share  Unit is granted specify a maximum amount payable in respect of a vested Performance Share Unit.  (a) Terms and Conditions: Vesting and Forfeiture.  Each Award Agreement  shall specify the number of Performance Share Units to which it relates, the Performance  Objectives and other conditions which must be satisfied in order for the Performance Share  Units to vest and the Performance Cycle within which such Performance Objectives must be  satisfied and the circumstances under which the Award will be forfeited.  (b) Payment of Awards.  Subject to Section 9.3(c), payment to Participants in  respect of vested Performance Share Units shall be made as soon as practicable after the last  day of the Performance Cycle to which such Award relates or at such other time or times as  the Committee may determine that the Award has become vested.  Such payments may be  





 






19  made entirely in Shares valued at their Fair Market Value, entirely in cash or in such  combination of Shares and cash as the Committee in its discretion shall determine at any time  prior to such payment.  9.2. Performance-Based Restricted Stock.  The Committee may grant Awards of  Performance-Based Restricted Stock to Eligible Individuals in accordance with the Plan, the terms and  conditions of which shall be set forth in an Award Agreement.  Each Award Agreement may require  that an appropriate legend be placed on Share certificates.  With respect to Shares in a book entry  account in a Participant's name, the Committee may cause appropriate stop transfer instructions to be  delivered to the account custodian, administrator or the Company's corporate secretary as determined  by the Committee in its sole discretion.  Awards of Performance-Based Restricted Stock shall be  subject to the following terms and provisions:  (a) Rights of Participant.  Performance-Based Restricted Stock shall be issued  in the name of the Participant as soon as reasonably practicable after the Award is granted or  at such other time or times as the Committee may determine; provided, however, that no  Performance- Based Restricted Stock shall be issued until the Participant has executed an  Award Agreement evidencing the Award (which, in the case of an electronically distributed  Award Agreement, shall be deemed to have been executed by an acknowledgement of receipt  or in such other manner as the Committee may prescribe), and any other documents which  the Committee may require as a condition to the issuance of such Performance-Based  Restricted Stock.  At the discretion of the Committee, Shares issued in connection with an  Award of Performance-Based Restricted Stock may be held in escrow by an agent (which  may be the Company) designated by the Committee.  Unless the Committee determines  otherwise and as set forth in the Award Agreement, upon issuance of the Shares, the  Participant shall have all of the rights of a shareholder with respect to such Shares, including  the right to vote the Shares and to receive all dividends or other distributions paid or made  with respect to the Shares.  (b) Terms and Conditions.  Each Award Agreement shall specify the number  of Shares of Performance-Based Restricted Stock to which it relates, the Performance  Objectives and other conditions which must be satisfied in order for the Performance-Based  Restricted Stock to vest, the Performance Cycle within which such Performance Objectives  must be satisfied and the circumstances under which the Award will be forfeited; provided,  however, that no Performance Cycle for Performance-Based Restricted Stock shall be less  than one (1) year.  (c) Treatment of Dividends.  The payment to the Participant of dividends, or a  specified portion thereof, declared or paid on Shares represented by such Award which have  





 






20  been issued by the Company to the Participant shall be (i) deferred until the lapsing of the  restrictions imposed upon such Performance-Based Restricted Stock and (ii) held by the  Company for the account of the Participant until such time and shall be subject to restrictions  and risk of forfeiture to the same extent as the Performance-Based Restricted Stock with  respect to which such dividends are payable.  The Committee shall determine whether such  dividends are to be reinvested in Shares (which shall be held as additional Shares of  Performance-Based Restricted Stock) or held in cash.  Payment of deferred dividends in  respect of Shares of Performance-Based Restricted Stock (whether held in cash or in  additional Shares of Performance-Based Restricted Stock) shall be made upon the lapsing of  restrictions imposed on the Performance-Based Restricted Stock in respect of which the  deferred dividends were paid, and any dividends deferred in respect of any Performance- Based Restricted Stock shall be forfeited upon the forfeiture of such Performance-Based  Restricted Stock.  (d) Delivery of Shares.  Upon the lapse of the restrictions on Shares of  Performance-Based Restricted Stock awarded hereunder, the Committee shall cause a stock  certificate or evidence of book entry Shares to be delivered to the Participant with respect to  such Shares, free of all restrictions hereunder.  9.3. Performance Objectives.    (a) Establishment.  Performance Objectives for Performance Awards may be  expressed in terms of (i) earnings per share; (ii) operating income; (iii) return on equity or  assets; (iv) cash flow; (v) net cash flow; (vi) cash flow from operations; (vii) EBITDA and/or  adjusted EBITDA; (viii) revenue growth, product revenue and/or comparable sales growth;  (ix) revenue ratios; (x) cost reductions; (xi) cost ratios or margins; (xii) overall revenue or  sales growth; (xiii) expense reduction or management; (xiv) market position or market share;  (xv) total shareholder return; (xvi) return on investment; (xvii) earnings before interest and  taxes (EBIT); (xviii) net income (before or after taxes); (xix) return on assets or net assets;  (xx) economic value added; (xxi) shareholder value added; (xxii) cash flow return on  investment; (xxiii) net operating profit; (xxiv) net operating profit after tax; (xxv) return on  capital; (xxvi) return on invested capital; (xxvii) customer growth; (xxviii) supply chain  achievements, (xxix) financial ratios, including those measuring liquidity, activity,  profitability or leverage; (xxx) financing and other capital raising transactions; (xxxi)  strategic partnerships or transactions; or (xxxii) any combination of the foregoing; or (xxxiii)  any other performance criteria as may be established by the Committee.  Performance  Objectives may be in respect of the performance of the Company, any of its Subsidiaries, any  of its Divisions or any combination thereof.  Performance Objectives may be absolute or  relative (to prior performance of the Company or to the performance of one or more other  





 






21  entities or external indices) and may be expressed in terms of a progression within a specified  range.  (b) Effect of Certain Events.  The Committee may, at the time the Performance  Objectives in respect of a Performance Award are established, provide for the manner in  which performance will be measured against the Performance Objectives to reflect the impact  of specified events, including any one or more of the following with respect to the  Performance Cycle: (i) the gain, loss, income or expense resulting from changes in accounting  principles or tax laws that become effective during the Performance Cycle; (ii) the gain, loss,  income or expense reported publicly by the Company with respect to the Performance Cycle  that are extraordinary or unusual in nature or infrequent in occurrence; (iii) the gains or losses  resulting from and the direct expenses incurred in connection with, the disposition of a  business, or the sale of investments or non-core assets; (iv) the gain or loss from all or certain  claims and/or litigation and all or certain insurance recoveries relating to claims or litigation;  or (v) the impact of investments or acquisitions made during the year or, to the extent provided  by the Committee, any prior year.  The events may relate to the Company as a whole or to  any part of the Company's business or operations, as determined by the Committee at the time  the Performance Objectives are established.  Any adjustments based on the effect of certain  events are to be determined in accordance with generally accepted accounting principles and  standards, unless another objective method of measurement is designated by the Committee.  (c) Determination of Performance.  In respect of a Performance Award, the  Committee may, in its sole discretion, (i) reduce the amount of cash paid or number of Shares  to be issued or that have been issued and that become vested or on which restrictions lapse,  and/or (ii) establish rules and procedures that have the effect of limiting the amount payable  to any Participant to an amount that is less than the amount that otherwise would be payable  under an Award granted under this Section 9.  The Committee may exercise such discretion  in a non-uniform manner among Participants.  (d) Effect of Change in Control.  Any specific terms applicable to a  Performance Award in the event of a Change in Control and not otherwise provided in the  Plan shall be set forth in the applicable Award Agreement.  10. Share Awards.  The Committee may grant a Share Award to any Eligible Individual on such terms and  conditions as the Committee may determine in its sole discretion.  Share Awards may be made as  additional compensation for services rendered by the Eligible Individual or may be in lieu of cash or  other compensation to which the Eligible Individual is entitled from the Company.  Any dividend  





 






22  payable in respect of a Share Award shall be subject to vesting, restrictions and risk of forfeiture to the  same extent as the Share Award with respect to which such dividends are payable.  11. Effect of Termination of Employment: Transferability.  11.1. Termination.  The Award Agreement evidencing the grant of each Award shall set  forth the terms and conditions applicable to such Award upon Termination, which shall be as the  Committee may, in its discretion, determine at the time the Award is granted or at anytime thereafter.  11.2. Transferability of Awards and Shares.  (a) Non-Transferability of Awards.  Except as set forth in Section 11.2(c) or  (d) or as otherwise permitted by the Committee and as set forth in the applicable Award  Agreement, either at the time of grant or at any time thereafter, no Award (other than  Restricted Stock, Performance-Based Restricted Stock, and Share Awards with respect to  which the restrictions have lapsed) shall be (i) sold, transferred or otherwise disposed of, (ii)  pledged or otherwise hypothecated or (ii) subject to attachment, execution or levy of any kind;  and any purported transfer, pledge, hypothecation, attachment, execution or levy in violation  of this Section 11.2 shall be null and void.  (b) Restrictions on Shares.  The Committee may impose such restrictions on  any Shares acquired by a Participant under the Plan as it may deem advisable, including,  without limitation, minimum holding period requirements, restrictions under applicable  federal securities laws, restrictions under the requirements of any stock exchange or market  upon which such Shares are then listed or traded and restrictions under any blue sky or state  securities laws applicable to such Shares.  (c) Transfers By Will or by Laws of Descent or Distribution.  Any Award may  be transferred by will or by the laws of descent or distribution; provided, however, that (i)  any transferred Award will be subject to all of the same terms and conditions as provided in  the Plan and the applicable Award Agreement; and (ii) the Participant's estate or beneficiary  appointed in accordance with this Section 11.2(c) will remain liable for any withholding tax  that may be imposed by any federal, state or local tax authority.  (d) Beneficiary Designation.  To the extent permitted by applicable law, the  Company may from time to time permit each Participant to name one or more individuals  (each, a “Beneficiary”) to whom any benefit under the Plan is to be paid or who may exercise  any rights of the Participant under any Award granted under the Plan in the event of the  Participant's death before he or she receives any or all of such benefit or exercises such Award.   





 






23  Each such designation shall revoke all prior designations by the same Participant, shall be in  a form prescribed by the Company, and will be effective only when filed by the Participant  in writing with the Company during the Participant's lifetime.  In the absence of any such  designation or if any such designation is not effective under applicable law as determined by  the Committee, benefits under Awards remaining unpaid at the Participant's death and rights  to be exercised following the Participant's death shall be paid to or exercised by the  Participant's estate.  12. Adjustment upon Changes in Capitalization.  12.1. In the event that (a) the outstanding Shares are changed into or exchanged for a  different number or kind of Shares or other stock or securities or other equity interests of the Company  or another corporation or entity, whether through merger, consolidation, reorganization,  recapitalization, reclassification, stock dividend, stock split, reverse stock split, substitution or other  similar corporate event or transaction or (b) there is an extraordinary dividend or distribution by the  Company in respect of its Shares or other capital stock or securities convertible into capital stock in  cash, securities or other property (any event described in (a) or (b), an “Adjustment Event”), the  Committee shall determine the appropriate adjustments to (i) the maximum number and kind of shares  of stock or other securities or other equity interests as to which Awards may be granted under the Plan,  (ii) the maximum number and class of Shares or other stock or securities that may be issued upon  exercise of Incentive Stock Options, (iii) the number and kind of Shares or other securities covered by  any or all outstanding Awards that have been granted under the Plan, (iv) the Option Price of  outstanding Options and the Base Price of outstanding Stock Appreciation Rights, and (v) the  Performance Objectives applicable to outstanding Performance Awards.  12.2. Any such adjustment in the Shares or other stock or securities (a) subject to  outstanding Incentive Stock Options (including any adjustments in the exercise price) shall be made  in a manner intended not to constitute a modification as defined by Section 424(h)(3) of the Code and  only to the extent otherwise permitted by Sections 422 and 424 of the Code and (b) with respect to any  Award that is not subject to Section 409A, in a manner intended not to subject the Award to Section  409A and, with respect to any Award that is subject to Section 409A, in a manner intended to comply  with Section 409A.  12.3. If, by reason of an Adjustment Event, pursuant to an Award, a Participant shall be  entitled to, or shall be entitled to exercise an Award with respect to, new, additional or different shares  of stock or securities of the Company or any other corporation, such new, additional or different shares  shall thereupon be subject to all of the conditions, restrictions and performance criteria which were  applicable to the Shares subject to the Award prior to such Adjustment Event, as may be adjusted in  connection with such Adjustment Event in accordance with this Section 12.  





 






24  13. Effect of Certain Transactions.  Except as otherwise provided in the applicable Award Agreement, in connection with a Corporate  Transaction, either:  (a) outstanding Awards shall, unless otherwise provided in connection with the  Corporate Transaction, continue following the Corporate Transaction and shall be adjusted if  and as provided for in the agreement or plan (in the case of a liquidation or dissolution)  entered into or adopted in connection with the Corporate Transaction (the “Transaction  Agreement”), which may include, in the sole discretion of the Committee or the parties to the  Corporate Transaction, the assumption or continuation of such Awards by, or the substitution  for such Awards of new awards of, the surviving, successor or resulting entity, or a parent or  subsidiary thereof, with such adjustments as to the number and kind of shares or other  securities or property subject to such new awards, exercise prices and other terms of such new  awards as the Committee or the parties to the Corporate Transaction shall agree, or  (b) outstanding Awards shall terminate upon the consummation of the  Corporate Transaction; provided, however, that vested Awards shall not be terminated  without:  (i) in the case of vested Options and Stock Appreciation Rights  (including those Options and Stock Appreciation Rights that would become vested  upon the consummation of the Corporate Transaction), (1) providing the holders of  affected Options and Stock Appreciation Rights a period of at least fifteen (15)  calendar days prior to the date of the consummation of the Corporate Transaction to  exercise the Options and Stock Appreciation Rights, or (2) providing the holders of  affected Options and Stock Appreciation Rights payment (in cash or other  consideration upon or immediately following the consummation of the Corporate  Transaction, or, to the extent permitted by Section 409A, on a deferred basis) in  respect of each Share covered by the Option or Stock Appreciation Rights being  cancelled an amount equal to the excess, if any, of the per Share price to be paid or  distributed to stockholders in the Corporate Transaction (the value of any non-cash  consideration to be determined by the Committee in good faith) over the Option  Price of the Option or the Base Price of the Stock Appreciation Rights, or  (ii) in the case of vested Awards other than Options or Stock  Appreciation Rights (including those Awards that would become vested upon the  consummation of the Corporate Transaction), providing the holders of affected  Awards payment (in cash or other consideration upon or immediately following the  





 






25  consummation of the Corporate Transaction, or, to the extent permitted by Section  409A, on a deferred basis) in respect of each Share covered by the Award being  cancelled of the per Share price to be paid or distributed to stockholders in the  Corporate Transaction, in each case with the value of any non-cash consideration to  be determined by the Committee in good faith.  For the avoidance of doubt, if the amount determined pursuant to clause (b)(i)(2) above is zero or less,  the affected Option or Stock Appreciation Rights may be terminated without any payment therefor.   Without limiting the generality of the foregoing or being construed as requiring any such action, in  connection with any such Corporate Transaction the Committee may, in its sole and absolute  discretion, cause any of the following actions to be taken effective upon or at any time prior to any  Corporate Transaction (and any such action may be made contingent upon the occurrence of the  Corporate Transaction):  (a) cause any or all unvested Options and Stock Appreciation Rights to become  fully vested and immediately exercisable (as applicable) and/or provide the holders of such  Options and Stock Appreciation Rights a reasonable period of time prior to the date of the  consummation of the Corporate Transaction to exercise the Options and Stock Appreciation  Rights;  (b) with respect to unvested Options and Stock Appreciation Rights that are  terminated in connection with the Corporate Transaction, provide to the holders thereof a  payment (in cash and/or other consideration) in respect of each Share covered by the Option  or Stock Appreciation Right being terminated in an amount equal to all or a portion of the  excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate  Transaction (the value of any non-cash consideration to be determined by the Committee in  good faith) over the exercise price of the Option or the Base Price of the Stock Appreciation  Right, which may be paid in accordance with the vesting schedule of the Award as set forth  in the applicable Award Agreement, upon the consummation of the Corporate Transaction or,  to the extent permitted by Section 409A, at such other time or times as the Committee may  determine;  (c) with respect to unvested Awards (other than Options or Stock Appreciation  Rights) that are terminated in connection with the Corporate Transaction, provide to the  holders thereof a payment (in cash and/or other consideration) in respect of each Share  covered by the Award being terminated in an amount equal to all or a portion of the per Share  price to be paid or distributed to stockholders in the Corporate Transaction (the value of any  non-cash consideration to be determined by the Committee in good faith), which may be paid  in accordance with the vesting schedule of the Award as set forth in the applicable Award  





 






26  Agreement, upon the consummation of the Corporate Transaction or, to the extent permitted  by Section 409A, at such other time or times as the Committee may determine.  (d) For the avoidance of doubt, if the amount determined pursuant to clause (b)  above is zero or less, the affected Option or Stock Appreciation Rights may be terminated  without any payment therefor.  Notwithstanding anything to the contrary in this Plan or any Agreement,  (a) the Committee may, in its sole discretion, provide in the Transaction  Agreement or otherwise for different treatment for different Awards or Awards held by  different Participants and, where alternative treatment is available for a Participant's Awards,  may allow the Participant to choose which treatment shall apply to such Participant's Awards;  (b) any action permitted under this Section 13 may be taken without the need  for the consent of any Participant.  To the extent a Corporate Transaction also constitutes an  Adjustment Event and action is taken pursuant to this Section 13 with respect to an  outstanding Award, such action shall conclusively determine the treatment of such Award in  connection with such Corporate Transaction notwithstanding any provision of the Plan to the  contrary (including Section 12).  (c) to the extent the Committee chooses to make payments to affected  Participants pursuant to Section 13.1(b)(i)(2) or (ii) or Section 13.2(b) or (c) above, any  Participant who has not returned any letter of transmittal or similar acknowledgment that the  Committee requires be signed in connection with such payment within the time period  established by the Committee for returning any such letter or similar acknowledgement shall  forfeit his or her right to any payment and his or her associated Awards may be cancelled  without any payment therefor.  14. Interpretation.    14.1. Section 16 Compliance.  The Plan is intended to comply with Rule 16b-3  promulgated under the Exchange Act and the Committee shall interpret and administer the provisions  of the Plan or any Award Agreement in a manner consistent therewith.  Any provisions inconsistent  with such Rule shall be inoperative and shall not affect the validity of the Plan.  14.2. Compliance with Section 409A.  





 






27  (a) All Awards granted under the Plan are intended either not to be subject to  Section 409A or, if subject to Section 409A, to be administered, operated and construed in  compliance with Section 409A.  Notwithstanding this or any other provision of the Plan or  any Award Agreement to the contrary, the Committee may amend the Plan or any Award  granted hereunder in any manner or take any other action that it determines, in its sole  discretion, is necessary, appropriate or advisable (including replacing any Award) to cause  the Plan or any Award granted hereunder to comply with Section 409A and all regulations  and other guidance issued thereunder or to not be subject to Section 409A.  Any such action,  once taken, shall be deemed to be effective from the earliest date necessary to avoid a  violation of Section 409A and shall be final, binding and conclusive on all Eligible  Individuals and other individuals having or claiming any right or interest under the Plan.  (b) The Plan and each Award Agreement will be interpreted to the greatest  extent possible in a manner that makes the Plan and the Awards granted hereunder exempt  from Section 409A, and, to the extent not so exempt, in compliance with Section 409A.  If  the Committee determines that any Award granted hereunder is not exempt from and is  therefore subject to Section 409A, the Award Agreement evidencing such Award will  incorporate the terms and conditions necessary to avoid the consequences specified in Section  409A(a)( I) of the Code, and to the extent an Award Agreement is silent on terms necessary  for compliance, such terms are hereby incorporated by reference into the Award Agreement.   Notwithstanding anything to the contrary in the Plan, if the Shares are publicly traded, and if  a Participant holding an Award that constitutes “deferred compensation” under Section 409A  of the Code is a “specified employee” for purposes of Section 409A, no distribution or  payment of any amount that is due because of a “separation from service” (as defined in  Section 409A without regard to alternative definitions thereunder) will be issued or paid  before the date that is six (6) months following the date of such Participant's “separation from  service” (as defined in Section 409A of the Code without regard to alternative definitions  thereunder) or, if earlier, the date of the Participant's death, unless such distribution or  payment can be made in a manner that complies with Section 409A, and any amounts so  deferred will be paid in a lump sum on the day after such six (6) month period elapses, with  the balance paid thereafter on the original schedule.  Each payment provided to any  Participant in connection with an Award granted hereunder shall be considered a separate  payment for purposes of Section 409A.  (c) With respect to any Award that constitutes nonqualified deferred  compensation within the meaning of Section 409A, Termination shall mean a separation from  service within the meaning of Section 409A.  A Participant shall be deemed to have  terminated for all purposes of the Plan if such person is employed by or provides services to  





 






28  a  Subsidiary and such Subsidiary ceases to be a Subsidiary, unless the Committee determines  otherwise.  (d) Notwithstanding the foregoing, neither the Company nor the Committee  shall have any obligation to take any action to prevent the assessment of any additional tax or  penalty on any Participant under Section 409A and neither the Company nor the Committee  will have any liability to any Participant for such tax or penalty.  15. Term; Plan Termination and Amendment of the Plan; Modification of Awards.  15.1. Term.  The Plan shall terminate on the Plan Termination Date and no Award shall  be granted after that date.  The applicable terms of the Plan and any terms and conditions applicable  to Awards granted prior to the Plan Termination Date shall survive the termination of the Plan and  continue to apply to such Awards.  15.2. Plan Amendment or Plan Termination.  The Board may earlier terminate the Plan  and the Board may at any time and from time to time amend, modify or suspend the Plan; provided,  however, that:  (a) except as otherwise provided in Section 14.2, no such amendment,  modification, suspension or termination shall materially and adversely alter any Awards  theretofore granted under the Plan, except with the consent of the Participant, nor shall any  amendment, modification, suspension or termination deprive any Participant of any Shares  which he or she may have acquired through or as a result of the Plan; and  (b) to the extent necessary under any applicable law, regulation or exchange  requirement or as provided in Section 3.7, no other amendment shall be effective unless  approved by the stockholders of the Company in accordance with applicable law, regulation  or exchange requirement.  15.3. Modification of Awards.  No modification of an Award shall materially and  adversely alter or impair any rights or obligations under the Award without the consent of the  Participant.  16. Non-Exclusivity of the Plan.  The adoption of the Plan by the Board shall not be construed as amending, modifying or  rescinding any previously approved incentive arrangement or as creating any limitations on the power  





 






29  of the Board to adopt such other incentive arrangements as it may deem desirable, including, without  limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be  either applicable generally or only in specific cases.  17. Limitation of Liability.  As illustrative of the limitations of liability of the Company, but not intended to be exhaustive  thereof, nothing in the Plan shall be construed to:  (a) give any person any right to be granted an Award other than at the sole  discretion of the Committee;  (b) limit in any way the right of the Company or any of its Subsidiaries to  terminate the employment of or the provision of services by any person at any time;  (c) be evidence of any agreement or understanding, express or implied, that the  Company will pay any person at any particular rate of compensation or for any particular  period of time; or  (d) be evidence of any agreement or understanding, express or implied, that the  Company will employ any person at any particular rate of compensation or for any particular  period of time.  18. Regulations and Other Approvals: Governing Law.  18.1. Governing Law.  Except as to matters of federal law, the Plan and the rights of all  persons claiming hereunder shall be construed and determined in accordance with the laws of the State  of Delaware without giving effect to conflicts of laws principles thereof.  18.2. Compliance with Law.  (a) The obligation of the Company to sell or deliver Shares with respect to  Awards granted under the Plan shall be subject to all applicable laws, rules and regulations,  including all applicable federal and state securities laws, and the obtaining of all such  approvals by governmental agencies as may be deemed necessary or appropriate b y the  Committee.  





 






30  (b) The Board may make such changes as may be necessary or appropriate to  comply with the rules and regulations of any government authority or to obtain for Eligible  Individuals granted Incentive Stock Options the tax benefits under the applicable provisions  of the Code and regulations promulgated thereunder.  (c) Each grant of an Award and the issuance of Shares or other settlement of  the Award is subject to compliance with all applicable federal, state and foreign law.  Further,  if at any time the Committee determines, in its discretion, that the listing, registration or  qualification of Shares issuable pursuant to the Plan is required by any securities exchange or  under any federal, state or foreign law, or that the consent or approval of any governmental  regulatory body is necessary or desirable as a condition of, or in connection with, the grant of  an Award or the issuance of Shares, no Awards shall be or shall be deemed to be granted or  payment made or Shares issued, in whole or in part, unless listing, registration, qualification,  consent or approval has been effected or obtained free of any conditions that are not  acceptable to the Committee.  Any person exercising an Option or receiving Shares in  connection with any other Award shall make such representations and agreements and furnish  such information as the Board or Committee may request to assure compliance with the  foregoing or any other applicable legal requirements.  18.3. Transfers of Plan Acquired Shares.  Notwithstanding anything contained in the Plan  or any Award Agreement to the contrary, in the event that the disposition of Shares acquired pursuant  to the Plan is not covered by a then current registration statement under the Securities Act and is not  otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent  required by the Securities Act and Rule 144 or other regulations promulgated thereunder.  The  Committee may require any individual receiving Shares pursuant to an Award granted under the Plan,  as a condition precedent to receipt of such Shares, to represent and warrant to the Company in writing  that the Shares acquired by such individual are acquired without a view to any distribution thereof and  will not be sold or transferred other than pursuant to an effective registration thereof under the  Securities Act or pursuant to an exemption applicable under the Securities Act or the rules and  regulations promulgated thereunder.  The certificates evidencing any of such Shares shall be  appropriately amended or have an appropriate legend placed thereon to reflect their status as restricted  securities as aforesaid.  19. Miscellaneous.    19.1. Award Agreements.  Each Award Agreement shall either be (a) in writing in a form  approved by the Committee and executed on behalf of the Company by an officer duly authorized to  act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by the  Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking  





 






31  Awards as the Committee may provide.  If required by the Committee, an Award Agreement shall be  executed or otherwise electronically accepted by the recipient of the Award in such form and manner  as the Committee may require.  The Committee may authorize any officer of the Company to execute  any or all Award Agreements on behalf of the Company.  19.2. Forfeiture Events; Clawback.  The Committee may specify in an Award Agreement  that the Participant's rights, payments, and benefits with respect to an Award shall be subject to  reduction, cancellation, forfeiture, clawback or recoupment upon the occurrence of certain specified  events or as required by law, in addition to any otherwise applicable forfeiture provisions that apply to  the Award.  Without limiting the generality of the foregoing, any Award under the Plan shall be subject  to the terms of the Company's Incentive Compensation Clawback Policy, as it may be amended from  time to time.  19.3. Multiple Agreements.  The terms of each Award may differ from other Awards  granted under the Plan at the same time or at some other time. The Committee may also grant more  than one Award to a given Eligible Individual during the term of the Plan, either in addition to or,  subject to Section 3.7, in substitution for one or more Awards previously granted to that Eligible  Individual.  19.4. Withholding of Taxes.  The Company or any of its Subsidiaries may withhold from  any payment of cash or Shares to a Participant or other Person under the Plan an amount sufficient to  cover any withholding taxes which may become required with respect to such payment or take any  other action it deems necessary to satisfy any income or other tax withholding requirements as a result  of the grant, exercise, vesting or settlement of any Award under the Plan.  The Company or any of its  Subsidiaries shall have the right to require the payment of any such taxes or to withhold from wages  or other amounts otherwise payable to a Participant or other Person, and require that the Participant or  other Person furnish all information deemed necessary by the Company or any of its Subsidiaries to  meet any tax reporting obligation as a condition to exercise or before making any payment or the  issuance or release of any Shares pursuant to an Award.  If the Participant or other Person shall fail to  make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted  by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such  Participant or other Person or to take such other action as may be necessary to satisfy such withholding  obligations.  If specified in an Award Agreement at the time of grant or otherwise approved by the  Committee in its sole discretion, a Participant may, in satisfaction of his or her obligation to pay  withholding taxes in connection with the exercise, vesting or other settlement of an Award, elect to (i)  make a cash payment to the Company, (ii) have withheld a portion of the Shares then issuable to him  or her or (iii) deliver Shares owned by the Participant prior to the exercise, vesting or other settlement  of an Award, in each case having an aggregate Fair Market Value equal to the withholding taxes.  To  the extent that Shares are used to satisfy withholding obligations of a Participant pursuant to this  





 






32  Section 19.4 (whether previously-owned Shares or Shares withheld from an Award), they may only be  used to satisfy the minimum tax withholding required by law (or such other amount as will not have  any adverse accounting impact as determined by the Committee).  19.5. Disposition of ISO Shares. If a Participant makes a disposition, within the meaning  of Section 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued  to such Participant pursuant to the exercise of an Incentive Stock Option within the two-year period  commencing on the day after the date of the grant or within the one-year period commencing on the  day after the date of transfer of such Share or Shares to the Participant pursuant to such exercise, the  Participant shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of  written notice to the Company at its principal executive office.  19.6. Plan Unfunded.  The Plan shall be unfunded.  Except for reserving a sufficient  number of authorized Shares to the extent required by law to meet the requirements of the Plan, the  Company shall not be required to establish any special or separate fund or to make any other  segregation of assets to assure payment of any Award granted under the Plan.  Omnibus Equity Plan originally adopted by the Board of Directors on January 3, 2017, approved by  the Shareholders on January 20, 2017, amended and restated by the Compensation Committee on  February 23, 2021, and amended and restated by the Board of Directors on February 16, 2022.