Exhibit 4.5



 Exhibit 4.5 
 LUMOS NETWORKS CORP. 
 2011 EQUITY AND CASH INCENTIVE PLAN








 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
			
	 ARTICLE I
	  	 DEFINITIONS
	  	 	1	  
				
		 	 1.01
	  	 409A Award
	  	 	1	  
				
		 	 1.02
	  	 Affiliate
	  	 	1	  
				
		 	 1.03
	  	 Agreement
	  	 	1	  
				
		 	 1.04
	  	 Award
	  	 	1	  
				
		 	 1.05
	  	 Board
	  	 	1	  
				
		 	 1.06
	  	 Cause
	  	 	1	  
				
		 	 1.07
	  	 Change in Control
	  	 	2	  
				
		 	 1.08
	  	 Code
	  	 	3	  
				
		 	 1.09
	  	 Committee
	  	 	3	  
				
		 	 1.10
	  	 Common Stock
	  	 	3	  
				
		 	 1.11
	  	 Company
	  	 	3	  
				
		 	 1.12
	  	 Control Change Date
	  	 	3	  
				
		 	 1.13
	  	 Corresponding SAR
	  	 	3	  
				
		 	 1.14
	  	 Disability
	  	 	4	  
				
		 	 1.15
	  	 Dividend Equivalent
	  	 	4	  
				
		 	 1.16
	  	 Exchange Act
	  	 	4	  
				
		 	 1.17
	  	 Fair Market Value
	  	 	4	  
				
		 	 1.18
	  	 Full Value Award
	  	 	4	  
				
		 	 1.19
	  	 Incentive Award
	  	 	4	  
				
		 	 1.20
	  	 Initial Value
	  	 	5	  
				
		 	 1.21
	  	 Named Executive Officer
	  	 	5	  
				
		 	 1.22
	  	 Non-409A Award
	  	 	5	  
				
		 	 1.23
	  	 Option
	  	 	5	  
				
		 	 1.24
	  	 Other Stock-Based Award
	  	 	5	  
				
		 	 1.25
	  	 Participant
	  	 	5	  
				
		 	 1.26
	  	 Plan
	  	 	5	  
				
		 	 1.27
	  	 Person
	  	 	5	  
				
		 	 1.28
	  	 Restricted Stock Award
	  	 	6	  
				
		 	 1.29
	  	 Restricted Stock Unit
	  	 	6	  


  
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		 	 1.30
	  	 Retirement
	  	 	6	  
				
		 	 1.31
	  	 SAR
	  	 	6	  
				
		 	 1.32
	  	 Ten Percent Shareholder
	  	 	6	  
				
		 	 1.33
	  	 Termination Date
	  	 	6	  
			
	 ARTICLE II
	  	 PURPOSES
	  	 	6	  
			
	 ARTICLE III
	  	 TYPES OF AWARDS
	  	 	7	  
			
	 ARTICLE IV
	  	 ADMINISTRATION
	  	 	7	  
				
		 	 4.01
	  	 General Administration
	  	 	7	  
				
		 	 4.02
	  	 Delegation of Authority
	  	 	7	  
				
		 	 4.03
	  	 Indemnification of Committee
	  	 	8	  
			
	 ARTICLE V
	  	 ELIGIBILITY
	  	 	9	  
			
	 ARTICLE VI
	  	 COMMON STOCK SUBJECT TO PLAN
	  	 	9	  
				
		 	 6.01
	  	 Common Stock Issued
	  	 	9	  
				
		 	 6.02
	  	 Aggregate Limit
	  	 	9	  
				
		 	 6.03
	  	 Individual Limit
	  	 	10	  
				
		 	 6.04
	  	 Awards Settled in Cash; Reissue of Awards and Shares
	  	 	10	  
			
	 ARTICLE VII
	  	 OPTIONS
	  	 	11	  
				
		 	 7.01
	  	 Grant
	  	 	11	  
				
		 	 7.02
	  	 Option Price
	  	 	11	  
				
		 	 7.03
	  	 Maximum Term of Option
	  	 	11	  
				
		 	 7.04
	  	 Exercise
	  	 	11	  
				
		 	 7.05
	  	 Payment
	  	 	12	  
				
		 	 7.06
	  	 Stockholder Rights
	  	 	12	  
				
		 	 7.07
	  	 Disposition of Shares
	  	 	12	  
				
		 	 7.08
	  	 No Liability of Company
	  	 	12	  
				
		 	 7.09
	  	 Effect of Termination Date on Options
	  	 	12	  
			
	 ARTICLE VIII
	  	 SARS
	  	 	14	  
				
		 	 8.01
	  	 Grant
	  	 	14	  
				
		 	 8.02
	  	 Maximum Term of SAR
	  	 	14	  
				
		 	 8.03
	  	 Exercise
	  	 	14	  
				
		 	 8.04
	  	 Settlement
	  	 	14	  
				
		 	 8.05
	  	 Stockholder Rights
	  	 	15	  
				
		 	 8.06
	  	 Effect of Termination Date on SARs
	  	 	15	  
			
	 ARTICLE IX
	  	 RESTRICTED STOCK AWARDS
	  	 	  16	  


  
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		 	 9.01
	  	 Award
	  	 	16	  
				
		 	 9.02
	  	 Payment
	  	 	16	  
				
		 	 9.03
	  	 Vesting
	  	 	16	  
				
		 	 9.04
	  	 Maximum Restriction Period
	  	 	17	  
				
		 	 9.05
	  	 Stockholder Rights
	  	 	17	  
			
	 ARTICLE X
	  	 RESTRICTED STOCK UNITS
	  	 	18	  
				
		 	 10.01
	  	 Grant
	  	 	18	  
				
		 	 10.02
	  	 Earning the Award
	  	 	18	  
				
		 	 10.03
	  	 Maximum Restricted Stock Unit Award Period
	  	 	18	  
				
		 	 10.04
	  	 Payment
	  	 	18	  
				
		 	 10.05
	  	 Stockholder Rights
	  	 	18	  
			
	 ARTICLE XI
	  	 INCENTIVE AWARDS
	  	 	19	  
				
		 	 11.01
	  	 Grant
	  	 	19	  
				
		 	 11.02
	  	 Earning the Award
	  	 	19	  
				
		 	 11.03
	  	 Maximum Incentive Award Period
	  	 	20	  
				
		 	 11.04
	  	 Payment
	  	 	20	  
				
		 	 11.05
	  	 Stockholder Rights
	  	 	20	  
			
	 ARTICLE XII
	  	 OTHER STOCK-BASED AWARDS
	  	 	20	  
				
		 	 12.01
	  	 Other Stock-Based Awards
	  	 	20	  
				
		 	 12.02
	  	 Bonus Stock and Awards in Lieu of Other Obligations
	  	 	20	  
				
		 	 12.03
	  	 Effect of Termination Date on Other Stock-Based Awards
	  	 	21	  
			
	 ARTICLE XIII
	  	 DIVIDEND EQUIVALENTS
	  	 	22	  
			
	 ARTICLE XIV
	  	 TERMS APPLICABLE TO ALL AWARDS
	  	 	22	  
				
		 	 14.01
	  	 Written Agreement
	  	 	22	  
				
		 	 14.02
	  	 Nontransferability
	  	 	23	  
				
		 	 14.03
	  	 Transferable Awards
	  	 	23	  
				
		 	 14.04
	  	 Participant Status
	  	 	23	  
				
		 	 14.05
	  	 Change in Control
	  	 	24	  
				
		 	 14.06
	  	 Stand-Alone, Additional, Tandem and Substitute Awards
	  	 	25	  
				
		 	 14.07
	  	 Form and Timing of Payment; Deferrals
	  	 	26	  
				
		 	 14.08
	  	 Time and Method of Exercise
	  	 	26	  
			
	 ARTICLE XV
	  	 QUALIFIED PERFORMANCE-BASED COMPENSATION
	  	 	27	  
				
		 	 15.01
	  	 Performance Conditions
	  	 	27	  
				
		 	 15.02
	  	 Establishing the Amount of the Award
	  	 	  29	  


  
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		 	 15.03
	  	 Earning the Award
	  	 	29	  
				
		 	 15.04
	  	 Performance Awards
	  	 	30	  
			
	 ARTICLE XVI
	  	 ADJUSTMENT UPON CHANGE IN COMMON STOCK
	  	 	30	  
				
		 	 16.01
	  	 General Adjustments
	  	 	30	  
				
		 	 16.02
	  	 No Adjustments
	  	 	30	  
				
		 	 16.03
	  	 Substitute Awards
	  	 	31	  
				
		 	 16.04
	  	 Limitation on Adjustments
	  	 	31	  
			
	 ARTICLE XVII
	  	 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
	  	 	31	  
				
		 	 17.01
	  	 Compliance
	  	 	31	  
				
		 	 17.02
	  	 Postponement of Exercise or Payment
	  	 	32	  
				
		 	 17.03
	  	 Forfeiture of Payment
	  	 	32	  
			
	 ARTICLE XVIII
	  	 LIMITATION ON BENEFITS
	  	 	33	  
			
	 ARTICLE XIX
	  	 GENERAL PROVISIONS
	  	 	34	  
				
		 	 19.01
	  	 Effect on Employment and Service
	  	 	34	  
				
		 	 19.02
	  	 Unfunded Plan
	  	 	34	  
				
		 	 19.03
	  	 Rules of Construction
	  	 	34	  
				
		 	 19.04
	  	 Tax Withholding and Reporting
	  	 	34	  
				
		 	 19.05
	  	 Code Section 83(b) Election
	  	 	35	  
				
		 	 19.06
	  	 Reservation of Shares
	  	 	35	  
				
		 	 19.07
	  	 Governing Law
	  	 	35	  
				
		 	 19.08
	  	 Other Actions
	  	 	35	  
				
		 	 19.09
	  	 Repurchase of Common Stock
	  	 	35	  
				
		 	 19.10
	  	 Other Conditions
	  	 	36	  
				
		 	 19.11
	  	 Forfeiture Provisions
	  	 	36	  
				
		 	 19.12
	  	 Legends; Payment of Expenses
	  	 	36	  
				
		 	 19.13
	  	 Repricing of Awards
	  	 	37	  
				
		 	 19.14
	  	 Right of Setoff
	  	 	37	  
				
		 	 19.15
	  	 Fractional Shares
	  	 	37	  
			
	 ARTICLE XX
	  	 CLAIMS PROCEDURES
	  	 	37	  
				
		 	 20.01
	  	 Initial Claim
	  	 	37	  
				
		 	 20.02
	  	 Appeal of Claim
	  	 	38	  
				
		 	 20.03
	  	 Time to File Suit
	  	 	38	  
			
	 ARTICLE XXI
	  	 AMENDMENT
	  	 	  38	  


  
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		 	 21.01
	  	 Amendment of Plan
	  	 	38	  
				
		 	 21.02
	  	 Amendment of Awards
	  	 	39	  
			
	 ARTICLE XXII
	  	 OMNIBUS SECTION 409A PROVISION
	  	 	39	  
				
		 	 22.01
	  	 Intent of Awards
	  	 	39	  
				
		 	 22.02
	  	 409A Awards
	  	 	39	  
				
		 	 22.03
	  	 Election Requirements
	  	 	40	  
				
		 	 22.04
	  	 Time of Payment
	  	 	40	  
				
		 	 22.05
	  	 Acceleration or Deferral
	  	 	41	  
				
		 	 22.06
	  	 Distribution Requirements
	  	 	41	  
				
		 	 22.07
	  	 Key Employee Rule
	  	 	41	  
				
		 	 22.08
	  	 Distributions Upon Vesting
	  	 	41	  
				
		 	 22.09
	  	 Scope and Application of this Provision
	  	 	42	  
			
	 ARTICLE XXIII
	  	 EFFECTIVE DATE OF PLAN
	  	 	42	  
			
	 ARTICLE XXIV
	  	 DURATION OF PLAN
	  	 	  42	  


  
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 ARTICLE I 
 DEFINITIONS 
  

	1.01	409A Award 

 409A
Award means an Award that is intended to be subject to Section 409A of the Code. 
  

	1.02	Affiliate 


Affiliate, as it relates to any limitations or requirements with respect to incentive stock options, means any “subsidiary” or
“parent” corporation (as such terms are defined in Code Section 424) of the Company. Affiliate otherwise means any entity that is part of a controlled group of corporations or is under common control with the Company within the
meaning of Code Sections 1563(a), 414(b) or 414(c), except that, in making any such determination, fifty percent (50%) shall be substituted for eighty percent (80%) under such Code Sections and the related regulations. 

 

	1.03	Agreement 


Agreement means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the
terms and conditions of an Award granted to such Participant. 
  

	1.04	Award 

 Award means
an Option, SAR, Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based Award or Dividend Equivalent granted under this Plan. 
  

	1.05	Board 

 Board means
the Board of Directors of the Company. 
  

	1.06	Cause 

 Cause means
“Cause” as such term is defined in any employment or service agreement between the Company or any Affiliate and the Participant. If no such employment or service agreement exists or if such employment or service agreement does not contain
any such definition, “Cause” shall exist with respect to a Participant if such Participant has (i) committed an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any Affiliate or a felony
involving the business, assets, customers or clients of the Company or any Affiliate or has been convicted by a court of competent jurisdiction or has plead guilty or nolo contendere to any other felony; (ii) committed a material breach of any
written confidentiality, non-compete, non-solicitation or business opportunity covenant contained in any agreement entered into by such Participant and the Company or any Affiliate; or (iii) substantially failed to perform such
Participant’s duties to the Company or any Affiliate, including by committing a material breach of any written covenant contained in any agreement entered into by such Participant and the Company or any Affiliate (other than a confidentiality,


  
 -1-









 
non-compete, non-solicitation or business opportunity covenant) after written notice and an opportunity to cure (not to exceed thirty (30) days) (it being understood that conduct pursuant to
a Participant’s exercise of good faith business judgment should not constitute “Cause” under clause (iii) above). 
  

	1.07	Change in Control 


Change in Control means any of the following described in clauses (a) through (e) below, provided that a “Change in
Control” shall not mean any event listed in clauses (a) through (e) below that occurs, directly or indirectly, as a result of or in connection with Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select
Partners LP, a Delaware limited partnership, Quadrangle Capital Partners – A LP, a Delaware limited partnership, and Quadrangle NTELOS Holdings II LP, a Delaware limited partnership (collectively the “Quadrangle Entities”), and/or any
Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with any Quadrangle Entity (a “Quadrangle Affiliate”), related funds and co-investors becoming the owner or “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities, or the
shareholders of the Company approving a merger, consolidation or reorganization of the Company with any other company and such merger, consolidation or reorganization is consummated, and after such merger, consolidation or reorganization any of the
Quadrangle Entities and/or Quadrangle Affiliates, related funds and co-investors acquire more than fifty-one percent (51%) of the combined voting power of the Company’s then outstanding securities: 

(a) any Person is or becomes the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities; 
 (b) consummation of a merger, consolidation or reorganization of the Company with any other company, or a sale of all or substantially all the assets of the Company (a “Transaction”), other than
(i) a Transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the
then outstanding securities of the Company or such surviving or purchasing entity; 
 (c) the shareholders of the Company
approve a plan of complete liquidation of the Company and such liquidation is consummated; or 
 (d) during any period of twelve
(12) consecutive months commencing on the effective date of the Plan, (i) the individuals who constitute the Board on the effective date of the Plan and (ii) any new director who either (A) was elected by the Board or nominated
for election by the Company’s stockholders and whose election or nomination was approved by a vote of more than fifty percent (50%) of the directors then still in office who either were directors on the effective date of the Plan, or whose
election or nomination for election was previously so approved, or (B) was appointed to the Board pursuant to the designation of Quadrangle Entities and/or their Quadrangle Affiliates, cease for any reason to constitute a majority of the Board.


  
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 Notwithstanding the foregoing, a Change in Control shall only be deemed to have occurred
with respect to a Participant in connection with the time or form of payment of the Participant’s 409A Award (or as otherwise required for the 409A Award to be in compliance with Section 409A of the Code) if the Change in Control otherwise
constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code (otherwise, with respect to vesting of the 409A
Award and the other terms of the 409A Award that do not require a Change in Control to comply with its meaning under Section 409A of the Code for the 409A Award to be in compliance with Section 409A of the Code), Change in Control shall
have the same meaning as described above). 
  

	1.08	Code 

 Code means
the Internal Revenue Code of 1986 and any amendments thereto. 
  

	1.09	Committee 


Committee means the Compensation Committee of the Board, or the Board itself if no Compensation Committee exists. If such Compensation
Committee exists, if and to the extent deemed necessary by the Board, such Compensation Committee shall consist of two or more directors, all of whom are (i) “non-employee directors” within the meaning of Rule 16b-3 under the Exchange
Act, (ii) “outside directors” within the meaning of Code Section 162(m) and (iii) independent directors under the rules of any stock exchange on which the Company’s securities are traded. 

 

	1.10	Common Stock 


Common Stock means the common stock of the Company, par value $0.01 per share, or such other class or kind of shares or other securities
resulting from the application of Article XVI, as applicable. 
  

	1.11	Company 

 Company
means Lumos Networks Corp., a Delaware corporation, and any successor thereto. 
  

	1.12	Control Change Date 


Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of
transactions, the “Control Change Date” is the date of the last of such transactions. 
  

	1.13	Corresponding SAR 


Corresponding SAR means a SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the Option to which the SAR relates. 

  
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	1.14	Disability 


Disability means a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Code. Notwithstanding the
foregoing, however, to the extent necessary for any 409A Award to be in compliance with Section 409A of the Code, Disability, with respect to the time or form of payment of a Participant’s 409A Award, means the Participant is disabled
within the meaning of Section 409A of the Code. 
  

	1.15	Dividend Equivalent 


Dividend Equivalent means the right, granted under the Plan, to receive cash, shares of Common Stock, other Awards or other property equal
in value to all or a specified portion of dividends paid with respect to a specified number of shares of Common Stock. 
  

	1.16	Exchange Act 


Exchange Act means the Securities Exchange Act of 1934, as amended. 

 

	1.17	Fair Market Value 


Fair Market Value of a share of Common Stock means, on any given date, the fair market value of a share of Common Stock as the Committee,
in its discretion, shall determine; provided, however, that the Committee shall determine Fair Market Value without regard to any restriction other than a restriction which, by its terms, will never lapse and, if the shares of Common Stock are
traded on any national stock exchange or quotation system (including NASDAQ), the Fair Market Value of a share of Common Stock shall be the closing price of a share of Common Stock as reported on such stock exchange or quotation system on such date,
or if the shares of Common Stock are not traded on such stock exchange or quotation system on such date, then on the next preceding day that the shares of Common Stock were traded on such stock exchange or quotation system, all as reported by such
source as the Committee shall select. The Fair Market Value that the Committee determines shall be final, binding and conclusive on the Company, any Affiliate and each Participant. Fair Market Value relating to the exercise price, Initial Value, or
purchase price of any Non-409A Award that is an Option, SAR or Other Stock-Based Award in the nature of purchase rights shall conform to the requirements for exempt stock rights under Code Section 409A. 

 

	1.18	Full Value Award 


Full Value Award means an Award other than an Option, SAR or Other Stock-Based Award in the nature of purchase rights. 

 

	1.19	Incentive Award 


Incentive Award means an Award stated with reference to a specified dollar amount or number of shares of Common Stock which, subject to
such terms and conditions as may be prescribed by the Committee, entitles the Participant to receive shares of Common Stock, cash or a combination thereof from the Company or an Affiliate. 

  
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	1.20	Initial Value 


Initial Value means, with respect to a Corresponding SAR, the Option price per share of the related Option and, with respect to a SAR
granted independently of an Option, the amount determined by the Committee on the date of grant which shall not be less than the Fair Market Value of one share of Common Stock on the date of grant. 

 

	1.21	Named Executive Officer 

 Named Executive Officer means a Participant who, as of the last day of a taxable year, is the Chief Executive Officer of the Company (or is acting in such capacity) or one of the three highest compensated
officers of the Company (other than the Chief Executive Officer or the Chief Financial Officer) or is otherwise one of the group of “covered employees,” as defined in the regulations promulgated under Code Section 162(m). 

 

	1.22	Non-409A Award 


Non-409A Award means an Award that is not intended to be subject to Section 409A of the Code. 

 

	1.23	Option 

 Option
means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement. 
  

	1.24	Other Stock-Based Award 

 Other Stock-Based Award means an Award granted to the Participant under Article XII of the Plan. 
  

	1.25	Participant 


Participant means an employee of the Company or an Affiliate, a member of the Board or Board of Directors of an Affiliate (whether or not
an employee), a Person who provides services to the Company or an Affiliate and any entity which is a wholly-owned alter ego of such employee, member of the Board or Board of Directors of an Affiliate or Person who provides services and who
satisfies the requirements of Article V and is selected by the Committee to receive an Award. 
  

	1.26	Plan 

 Plan means
this Lumos Networks Corp. 2011 Equity and Cash Incentive Plan, in its current form and as hereafter amended. 
  

	1.27	Person 

 Person
means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated 

  
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organization or government or other agency or political subdivision thereof or any other entity of any kind. 
  

	1.28	Restricted Stock Award 

 Restricted Stock Award means shares of Common Stock granted to a Participant under Article VIII. 
  

	1.29	Restricted Stock Unit 

 Restricted Stock Unit means an Award, stated with respect to a specified number of shares of Common Stock, that entitles the Participant to receive one share of Common Stock with respect to each
Restricted Stock Unit that becomes payable under the terms and conditions of the Plan and the applicable Agreement. 
  

	1.30	Retirement 


Retirement means the termination of Participant’s employment or service with the Company and its Affiliates on or after qualifying
for early, normal or late retirement in accordance with the Company’s written policies for retirement. 
  

	1.31	SAR 

 SAR means a
stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive cash or a number of shares of Common Stock based on the increase in the Fair Market Value of the shares underlying the stock appreciation right
during a stated period specified by the Committee over the Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise. 

 

	1.32	Ten Percent Shareholder 

 Ten Percent Shareholder means any individual who (considering the stock attribution rules described in Code Section 424(d)) owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Affiliate. 
  

	1.33	Termination Date 


Termination Date means the day on which a Participant’s employment or service with the Company and its Affiliates terminates or is
terminated. 
 ARTICLE II 
 PURPOSES 
 The Plan is intended to assist the Company and its
Affiliates in recruiting and retaining individuals with ability and initiative by enabling such Persons to participate in the future success of the Company and its Affiliates by aligning their interests with those of the Company and its
stockholders. 

  
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 ARTICLE III 
 TYPES OF AWARDS 
 The Plan is intended to permit the grant of
Options qualifying under Code Section 422 (“incentive stock options”) and Options not so qualifying, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards and Dividend Equivalents in
accordance with the Plan and procedures that may be established by the Committee. No Option that is intended to be an incentive stock option shall be invalid for failure to qualify as an incentive stock option. The proceeds received by the Company
from the sale of shares of Common Stock pursuant to this Plan may be used for general corporate purposes. 
 ARTICLE IV

 ADMINISTRATION 
  

	4.01	General Administration 

 The Plan shall be administered by the Committee. The Committee shall have authority to grant Awards upon such terms (not inconsistent with the provisions of this Plan) as the Committee may consider
appropriate. Such terms may include conditions (in addition to those contained in this Plan) on the grant, exercisability, transferability, settlement and forfeitability of all or any part of an Award, among other terms. Notwithstanding any such
conditions, the Committee may, in its discretion, accelerate the time at which any Award may be exercised, become transferable or nonforfeitable or be earned and settled only (i) in the event of the Participant’s death, Disability,
Retirement or involuntary termination of employment or service (including a voluntary termination of employment or service for good reason) or (ii) in connection with a Change in Control. In addition, the Committee shall have complete authority
to interpret all provisions of this Plan including, without limitation, the discretion to interpret any terms used in the Plan that are not defined herein; to prescribe the form of Agreements; to adopt, amend and rescind rules and regulations
pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting
any power or authority of the Committee. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the Committee shall not be liable for any act done in good
faith with respect to this Plan or any Agreement or Award. Unless otherwise provided by the Bylaws of the Company, by resolution of the Board or applicable law, a majority of the members of the Committee shall constitute a quorum, and acts of the
majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members of the Committee without a meeting, shall be the acts of the Committee. 

 

	4.02	Delegation of Authority 

 The Committee may act through subcommittees, in which case the subcommittee shall be subject to and have the authority hereunder applicable to the Committee, and the acts of the subcommittee shall be
deemed to be the acts of the Committee hereunder. Additionally, to the extent applicable law so permits, the Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee’s authority and duties
with respect to 

  
 7 








 
Awards to be granted to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and who are not members of the Board or the Board of Directors
of an Affiliate. The Committee may revoke or amend the terms of any delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan and the
Committee’s prior delegation. If and to the extent deemed necessary by the Board, (a) all Awards granted to any individual who is subject to the reporting and other provisions of Section 16 of the Exchange Act shall be made by a
Committee comprised solely of two or more directors, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, to the extent necessary to exempt the Award from the short-swing profit rules of
Section 16(b) of the Exchange Act and (b) all Awards granted to an individual who is a Named Executive Officer shall be made by a Committee comprised solely of two or more directors, all of whom are “outside directors” within the
meaning of Code Section 162(m), to the extent necessary to preserve any deduction under Section 162(m) of the Code. Notwithstanding the foregoing, (a) any Awards granted to any individual who is subject to the reporting and other
provisions of Section 16 of the Exchange Act shall not fail to be valid if made other than by a Committee comprised solely of two or more directors, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the
Exchange Act, and (b) any Awards granted to an individual who is a Named Executive Officer shall not fail to be valid if made other than by a Committee comprised solely of two or more directors, all of whom are “outside directors”
within the meaning of Code Section 162(m). An Award granted to an individual who is a member of the Committee may be approved by the Committee in accordance with the applicable Committee charters then in effect and other applicable law.

  

	4.03	Indemnification of Committee 

 The Company shall bear all expenses of administering this Plan. The Company shall indemnify and hold harmless each Person who is or shall have been a member of the Committee acting as administrator of the
Plan, or any delegate of such, against and from any cost, liability, loss or expense that may be imposed upon or reasonably incurred by such Person in connection with or resulting from any action, claim, suit or proceeding to which such Person may
be a party or in which such Person may be involved by reason of any action taken or not taken under the Plan and against and from any and all amounts paid by such Person in settlement thereof, with the Company’s approval, or paid by such Person
in satisfaction of any judgment in any such action, suit or proceeding against such Person, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. Notwithstanding the foregoing, the Company shall not indemnify and hold harmless any such Person if applicable law or the Company’s Articles of Incorporation or Bylaws prohibit such indemnification. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law or otherwise, or under any other power that
the Company may have to indemnify such Person or hold him or her harmless. The provisions of the foregoing indemnity shall survive indefinitely the term of this Plan. 

  
 8 








 ARTICLE V 
 ELIGIBILITY 
 Any employee of the Company or an Affiliate (including
an entity that becomes an Affiliate after the adoption of this Plan), a member of the Board or the Board of Directors of an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) (whether or not such Board or Board
of Directors member is an employee), any Person who provides services to the Company or an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) and any entity which is a wholly-owned alter ego of such employee,
member of the Board or Board of Directors of an Affiliate or other Person who provides services is eligible to participate in this Plan if the Committee, in its sole discretion, determines that such Person or entity has contributed significantly or
can be expected to contribute significantly to the profits or growth of the Company or any Affiliate or if it is otherwise in the best interest of the Company or any Affiliate for such Person or entity to participate in this Plan. With respect to
any Board member who is (i) designated or nominated to serve as a Board member by a stockholder of the Company and (ii) an employee of such stockholder of the Company, then, at the irrevocable election of the employing stockholder, the
Person or entity who shall be eligible to participate in this Plan on behalf of the service of the respective Board member shall be the employing stockholder (or one of its Affiliates). To the extent such election is made, the respective Board
member shall have no rights hereunder as a Participant with respect to such Board member’s participation in this Plan. An Award may be granted to a Person or entity who has been offered employment or service by the Company or an Affiliate and
who would otherwise qualify as eligible to receive the Award to the extent that Person or entity commences employment or service with the Company or an Affiliate, provided that such Person or entity may not receive any payment or exercise any right
relating to the Award, and the grant of the Award will be contingent, until such Person or entity has commenced employment or service with the Company or an Affiliate. 
 ARTICLE VI 
 COMMON STOCK SUBJECT TO PLAN 

 

	6.01	Common Stock Issued 


Upon the issuance of shares of Common Stock pursuant to an Award, the Company may deliver to the Participant (or the Participant’s
broker if the Participant so directs) shares of Common Stock from its authorized but unissued Common Stock, treasury shares or reacquired shares, whether reacquired on the open market or otherwise. 

 

	6.02	Aggregate Limit 


The maximum aggregate number of shares of Common Stock that may be issued under this Plan and to which Awards may relate is 4,000,000
shares of Common Stock. All 4,000,000 of such shares may be issued pursuant to Options that are intended to be incentive stock options and/or other Awards; provided, however that to the extent shares of Common Stock not issued under an Award must be
counted against this limit as a condition to satisfying the rules applicable to incentive stock options, such rule shall apply to the limit on incentive stock options 

  
 9 








 
granted under the Plan. The maximum number of shares of Common Stock that may be issued in each instance shall be subject to adjustment as provided in Article XVI. 

 

	6.03	Individual Limit 


The maximum number of shares of Common Stock that may be covered by Awards granted to any one Participant during any one calendar year
period shall be 500,000 shares of Common Stock. For purposes of the foregoing limit, an Option and its corresponding SAR shall be treated as a single Award. For Full Value Awards, no more than 500,000 shares of Common Stock may be subject to Full
Value Awards granted to any one Participant during any one calendar-year period (regardless of whether settlement of the Award is to occur prior to, at the time of, or after the time of vesting); provided, however, that (i) if the Full Value
Award is denominated in shares of Common Stock but an equivalent amount of cash is delivered in lieu of delivery of shares of Common Stock, the foregoing limit shall be applied based on the methodology used by the Committee to convert the number of
shares of Common Stock into cash and (ii) any adjustment in the number of shares of Common Stock or amount of the cash delivered to reflect actual or deemed investment experience shall be disregarded. For any Award stated with reference to a
specified dollar limit, the maximum amount payable to any one Participant with respect to any twelve (12)-month performance period shall equal $5,000,000 (pro-rated up or down for performance periods that are greater or lesser than twelve
(12) months); provided, however, that (i) if the Award is denominated in cash but an equivalent amount of shares of Common Stock are delivered in lieu of delivery of cash, the foregoing limit shall be applied to the cash based on the
methodology used by the Committee to convert the cash into shares of Common Stock and (ii) any adjustment in the number of shares of Common Stock or the amount of cash delivered to reflect actual or deemed investment experience shall be
disregarded. If an Award that a Participant holds is cancelled or subject to a repricing within the meaning of the regulations under Code Section 162(m) (after shareholder approval as required herein), the cancelled Award shall continue to be
counted against the maximum number of shares of Common Stock for which Awards may be granted to the Participant in any calendar year as required under Code Section 162(m). The maximum number of shares that may be granted in any calendar year to
any Participant shall be subject to adjustment as provided in Article XVI. 
  

	6.04	Awards Settled in Cash; Reissue of Awards and Shares 

 Shares of Common Stock covered by an Award shall only be counted as used to the extent they are actually used. A share of Common Stock issued in connection with any Award under the Plan shall reduce the
total number of shares of Common Stock available for issuance under the Plan by one; provided, however, that a share of Common Stock covered under a stock-settled SAR shall reduce the total number of shares of Common Stock available for issuance
under the Plan by one even though the shares of Common Stock are not actually issued in connection with settlement of the SAR. Except as otherwise provided herein, any shares of Common Stock related to an Award which terminates by expiration,
forfeiture, cancellation or otherwise without issuance of shares of Common Stock, which is settled in cash in lieu of Common Stock or which is exchanged, with the Committee’s permission, prior to the issuance of shares of Common Stock, for
Awards not involving shares of Common Stock, shall again be available for issuance under the Plan. The following shares of Common Stock, however, may 

  
 10 









 
not again be made available for issuance as Awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding Award,
(ii) shares of Common Stock tendered or withheld to pay the exercise price, purchase price or withholding taxes relating to an outstanding Award, or (iii) shares of Common Stock repurchased on the open market with the proceeds of the
exercise or purchase price of an Award. 
 ARTICLE VII 

OPTIONS 
  

	7.01	Grant 

 Subject to
the eligibility provisions of Article V, the Committee will designate each individual or entity to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such grant and whether the Option is an incentive
stock option or a nonqualified stock option. Notwithstanding any other provision of the Plan or any Agreement, the Committee may only grant an incentive stock option to an individual who is an employee of the Company or an Affiliate. An Option may
be granted with or without a Corresponding SAR. 
  

	7.02	Option Price 

 The
price per share of Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market Value of a share of Common Stock on the date the Option is granted. However,
if at the time of grant of an Option that is intended to be an incentive stock option, the Participant is a Ten Percent Shareholder, the price per share of Common Stock purchased on the exercise of such Option shall not be less than one hundred ten
percent (110%) of the Fair Market Value of a share of Common Stock on the date the Option is granted. 
  

	7.03	Maximum Term of Option 

 The maximum time period in which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten
(10) years from the date such Option was granted (or five (5) years from the date such Option was granted in the event of an incentive stock option granted to a Ten Percent Shareholder). 

 

	7.04	Exercise 

 Subject
to the provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however,
that incentive stock options (granted under the Plan and all plans of the Company and its Affiliates) may not be first exercisable in a calendar year for shares of Common Stock having a Fair Market Value (determined as of the date the Option is
granted) exceeding the limit set forth under Code Section 422(d) (currently $100,000). If the limitation is exceeded, the Options that cause the limitation to be exceeded shall be treated as nonqualified stock options. An Option granted under
this Plan may be exercised with respect to any number of whole shares less than the full number for which 

  
 11 









 
the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with
respect to the remaining shares subject to the Option. The exercise of an Option shall result in the termination of the Corresponding SAR to the extent of the number of shares with respect to which the Option is exercised. 

 

	7.05	Payment 

 Subject
to rules established by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price shall be made in cash or cash equivalent acceptable to the Committee. If the Agreement so provides, the Committee, in its
discretion and provided applicable law so permits, may allow a Participant to pay all or part of the Option price (a) by surrendering (actually or by attestation) shares of Common Stock to the Company that the Participant already owns and, if
necessary to avoid adverse accounting consequences, has held for at least six (6) months; (b) by a cashless exercise through a broker; (c) by means of a “net exercise” procedure; (d) by such other medium of payment as
the Committee, in its discretion, shall authorize; or (e) by any combination of the aforementioned methods of payment. If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash equivalent and the
Fair Market Value (determined as of the day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised. 

 

	7.06	Stockholder Rights 


No Participant shall have any rights as a stockholder with respect to shares subject to his or her Option until the date of exercise of
such Option and the issuance of the shares of Common Stock. 
  

	7.07	Disposition of Shares 

 A Participant shall notify the Company of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was designated an incentive stock option if such sale or disposition
occurs (a) within two (2) years of the grant of an Option or (b) within one (1) year of the issuance of shares of Common Stock to the Participant (subject to any changes in such time periods as set forth in Code
Section 422(a)). Such notice shall be in writing and directed to the Secretary of the Company. 
  

	7.08	No Liability of Company 

 The Company shall not be liable to any Participant or any other Person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that
an Option intended to be an incentive stock option and granted hereunder does not qualify as an incentive stock option. 
  

	7.09	Effect of Termination Date on Options 

 (a) If a Participant incurs a Termination Date due to death or Disability, any unexercised Option granted to the Participant may thereafter be exercised by the Participant (or,


  
 12 









 
where appropriate, a transferee of the Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant,
(i) for a period of twelve (12) months after the Termination Date or (ii) until the expiration of the stated term of the Option, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which
case the terms of the Agreement shall control). Any portion of the Option that remains unexercised after the expiration of such period, regardless of whether such portion of the Option is vested or unvested, shall terminate and be forfeited with no
further compensation due to the Participant. 
 (b) If a Participant incurs a Termination Date due to Retirement, any
unexercised Option granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, a transferee of the Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the
Committee may determine at or after grant, (i) for a period of twelve (12) months after the Termination Date or (ii) until the expiration of the stated term of the Option, whichever period is shorter, unless specifically provided
otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Option that remains unexercised after the expiration of such period, regardless of whether such portion of the Option is vested or
unvested, shall terminate and be forfeited with no further compensation due to the Participant. 
 (c) If a Participant incurs a
termination of service or employment by the Company and its Affiliates involuntarily and without Cause in contemplation of or within nine (9) months after a Change in Control, any unexercised Option granted to the Participant may thereafter be
exercised by the Participant (or, where appropriate, a transferee of the Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period
of six (6) months after the Termination Date or (ii) until the expiration of the stated term of the Option, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the
Agreement shall control). Any portion of the Option that remains unexercised after the expiration of such period, regardless of whether such portion of the Option is vested or unvested, shall terminate and be forfeited with no further compensation
due to the Participant. 
 (d) If a Participant incurs a Termination Date for any reason, other than death, Disability or
Retirement, other than as the result of termination of service or employment by the Company and its Affiliates involuntarily and without Cause in contemplation of or within nine (9) months after a Change in Control and other than as the result
of termination of service or employment by the Company and its Affiliates involuntarily and with Cause, any unexercised Option granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, a transferee of the
Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period of thirty (30) days after the Termination Date, provided that such
period shall be three (3) months after the Termination Date if the Participant incurs a termination of service or employment by the Company and its Affiliates involuntarily and without Cause, or (ii) until the expiration of the stated term
of the Option, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Option that remains unexercised after the expiration of such
period, 

  
 13 









 
regardless of whether such portion of the Option is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant. 

ARTICLE VIII 
 SARS 
  

	8.01	Grant 

 Subject to
the eligibility provisions of Article V, the Committee will designate each individual or entity to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such grant. In addition, no Participant may be granted
Corresponding SARs (under this Plan and all other incentive stock option plans of the Company and its Affiliates) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock having an
aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds the limit set forth under Code Section 422(d) (currently $100,000). 

 

	8.02	Maximum Term of SAR 


The maximum term of a SAR shall be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten
(10) years from the date such SAR was granted (or five (5) years for a Corresponding SAR that is related to an incentive stock option and that is granted to a Ten Percent Shareholder). No Corresponding SAR shall be exercisable or continue
in existence after the expiration of the Option to which the Corresponding SAR relates. 
  

	8.03	Exercise 

 Subject
to the provisions of this Plan and the applicable Agreement, a SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that a
SAR may be exercised only when the Fair Market Value of the Common Stock that is subject to the exercise exceeds the Initial Value of the SAR and a Corresponding SAR may be exercised only to the extent that the related Option is exercisable. A SAR
granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial exercise of a SAR shall not affect the right to exercise the SAR from time to time in
accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares with
respect to which the SAR is exercised. 
  

	8.04	Settlement 

 The
amount payable to the Participant by the Company as a result of the exercise of a SAR shall be settled in cash, by the issuance of shares of Common Stock or by a combination thereof, as the Committee, in its sole discretion, determines and sets
forth in the applicable 

  
 14 









 
Agreement. No fractional share will be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof. 

 

	8.05	Stockholder Rights 


No Participant shall, as a result of receiving a SAR, have any rights as a stockholder of the Company or any Affiliate until the date that
the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock. 
  

	8.06	Effect of Termination Date on SARs 

 (a) If a Participant incurs a Termination Date due to death or Disability, any unexercised SAR granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, a
transferee of the Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period of twelve (12) months after the Termination Date or
(ii) until the expiration of the stated term of the SAR, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the SAR that
remains unexercised after the expiration of such period, regardless of whether such portion of the SAR is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant. 

(b) If a Participant incurs a Termination Date due to Retirement, any unexercised SAR granted to the Participant may thereafter be
exercised by the Participant (or, where appropriate, a transferee of the Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period
of twelve (12) months after the Termination Date or (ii) until the expiration of the stated term of the SAR, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the
Agreement shall control). Any portion of the SAR that remains unexercised after the expiration of such period, regardless of whether such portion of the SAR is vested or unvested, shall terminate and be forfeited with no further compensation due to
the Participant. 
 (c) If a Participant incurs a termination of service or employment by the Company and its Affiliates
involuntarily and without Cause in contemplation of or within nine (9) months after a Change in Control, any unexercised SAR granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, a transferee of the
Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period of six (6) months after the Termination Date or (ii) until the
expiration of the stated term of the SAR, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the SAR that remains unexercised after
the expiration of such period, regardless of whether such portion of the SAR is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant. 

(d) If a Participant incurs a Termination Date for any reason, other than death, Disability or Retirement, other than as the result of
the termination of service or employment by 

  
 15 









 
the Company and its Affiliates involuntarily and without Cause in contemplation of or within nine (9) months after a Change in Control and other than as the result of termination of service
or employment by the Company and its Affiliates involuntarily and with Cause, any unexercised SAR granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, a transferee of the Participant), to the extent it
was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period of thirty (30) days after the Termination Date, provided that such period shall be three
(3) months after the Termination Date if the Participant incurs a termination of service or employment by the Company and its Affiliates involuntarily and without Cause, or (ii) until the expiration of the stated term of the SAR, whichever
period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the SAR that remains unexercised after the expiration of such period, regardless of
whether such portion of the SAR is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant. 
 ARTICLE IX 
 RESTRICTED STOCK AWARDS 

 

	9.01	Award 

 Subject to
the eligibility provisions of Article V, the Committee will designate each individual or entity to whom a Restricted Stock Award is to be granted, and will specify the number of shares of Common Stock covered by such grant and the price, if any, to
be paid for each share of Common Stock covered by the grant. 
  

	9.02	Payment 

 Unless
the Agreement provides otherwise, if the Participant must pay for a Restricted Stock Award, payment of the Award shall be made in cash or cash equivalent acceptable to the Committee. If the Agreement so provides, the Committee, in its discretion and
provided applicable law so permits, may allow a Participant to pay all or part of the purchase price (i) by surrendering (actually or by attestation) shares of Common Stock to the Company the Participant already owns and, if necessary to avoid
adverse accounting consequences, has held for at least six months, (ii) by means of a “net exercise procedure” by the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Restricted Stock Award,
(iii) by such other medium of payment as the Committee in its discretion shall authorize or (iv) by any combination of the foregoing methods of payment. If Common Stock is used to pay all or part of the purchase price, the sum of cash and
cash equivalent and other payments and the Fair Market Value (determined as of the day preceding the date of purchase) of the Common Stock surrendered must not be less than the purchase price of the Restricted Stock Award. A Participant’s
rights in a Restricted Stock Award may be subject to repurchase upon specified events as determined by the Committee and set forth in the Agreement. 
  

	9.03	Vesting 

 The
Committee, on the date of grant may, but need not, prescribe that a Participant’s rights in the Restricted Stock Award shall be forfeitable and nontransferable for a period of time 

  
 16 









 
or subject to such conditions as may be set forth in the Agreement. Notwithstanding any provision herein to the contrary, the Committee, in its sole discretion, may grant Restricted Stock Awards
that are nonforfeitable and transferable immediately upon grant. By way of example and not of limitation, the Committee may prescribe that a Participant’s rights in a Restricted Stock Award shall be forfeitable and nontransferable subject to
(a) the attainment of objectively determinable performance conditions based on the criteria described in Article XV, (b) the Participant’s completion of a specified period of employment or service with the Company or an Affiliate,
(c) the Participant’s death, Disability or Retirement or (d) satisfaction of a combination of any of the foregoing factors. Notwithstanding the preceding sentences, if and to the extent deemed necessary by the Committee, Restricted
Stock Awards granted to Named Executive Officers shall be forfeitable and nontransferable subject to attainment of objectively determinable performance conditions based on the criteria described in Article XV and shall be subject to the other
requirements set forth in Article XV so as to enable such Restricted Stock Award to qualify as “qualified performance-based compensation” under the regulations promulgated under Code Section 162(m). A Restricted Stock Award can only
become nonforfeitable and transferable during the Participant’s lifetime in the hands of the Participant. 
  

	9.04	Maximum Restriction Period 

 To the extent the Participant’s rights in a Restricted Stock Award are forfeitable and nontransferable for a period of time, the Committee on the date of grant shall determine the maximum period over
which the rights may become nonforfeitable and transferable, except that such period shall not exceed ten (10) years from the date of grant. 
  

	9.05	Stockholder Rights 


Prior to their forfeiture (in accordance with the applicable Agreement and while the shares of Common Stock granted pursuant to the
Restricted Stock Award may be forfeited and are nontransferable), a Participant will have all rights of a stockholder with respect to a Restricted Stock Award, including the right to receive dividends and vote the shares; provided, however, that
during such period (a) a Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of shares granted pursuant to a Restricted Stock Award, (b) the Company shall retain custody of any certificates evidencing
shares granted pursuant to a Restricted Stock Award and (c) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Restricted Stock Award. In lieu of retaining custody of the certificates evidencing
shares granted pursuant to a Restricted Stock Award, the shares of Common Stock granted pursuant to the Restricted Stock Award may, in the Committee’s discretion, be held in escrow by the Company or recorded as outstanding by notation on the
stock records of the Company until the Participant’s interest in such shares of Common Stock vest. Notwithstanding the preceding sentences, if and to the extent deemed necessary by the Committee, dividends payable with respect to Restricted
Stock Awards may accumulate (without interest) and become payable in cash or in shares of Common Stock to the Participant at the time, and only to the extent that, the portion of the Restricted Stock Award to which the dividends relate has become
transferable and nonforfeitable. The limitations set forth in the preceding sentences shall not apply after the shares granted under the Restricted Stock Award are transferable and are no longer forfeitable. 

  
 17 









 ARTICLE X 
 RESTRICTED STOCK UNITS 
  

	10.01	Grant 

 Subject to
the eligibility provisions of Article V, the Committee will designate each individual or entity to whom a grant of Restricted Stock Units is to be made and will specify the number of shares covered by such grant. 

 

	10.02	Earning the Award 


The Committee, on the date of grant of the Restricted Stock Units, shall prescribe that the Restricted Stock Units will be earned and
become payable subject to such conditions as are set forth in the Agreement. By way of example and not of limitation, the Committee may prescribe that the Restricted Stock Units will be earned and become payable upon (a) the satisfaction of
objectively determinable performance conditions based on the criteria described in Article XV, (b) the Participant’s completion of a specified period of employment or service with the Company or an Affiliate, (c) the
Participant’s death, Disability or Retirement or (d) satisfaction of a combination of any of the foregoing factors. If and to the extent deemed necessary by the Committee, Restricted Stock Units granted to Named Executive Officers shall
become payable upon the satisfaction of objectively determinable performance conditions based on the criteria described in Article XV and shall be subject to the other requirements set forth in Article XV so as to enable such Restricted Stock Units
to qualify as “qualified performance-based compensation” under the regulations promulgated under Code Section 162(m). 
  

	10.03	Maximum Restricted Stock Unit Award Period 

 The Committee, on the date of grant, shall determine the maximum period over which Restricted Stock Units may be earned, except that such period shall not exceed ten (10) years from the date of
grant. 
  

	10.04	Payment 

 The
amount payable to the Participant by the Company when an Award of Restricted Stock Units is earned shall be settled by the issuance of one share of Common Stock for each Restricted Stock Unit that is earned. A fractional share of Common Stock shall
not be deliverable when an Award of Restricted Stock Units is earned, but a cash payment will be made in lieu thereof. 
  

	10.05	Stockholder Rights 


No Participant shall, as a result of receiving a grant of Restricted Stock Units, have any rights as a stockholder until and then only to
the extent that the Restricted Stock Units are earned and settled in shares of Common Stock, nor shall any Participant receive Dividend Equivalent Rights solely as a result of receiving a grant of Restricted Stock Units. However, notwithstanding the
foregoing, the Committee, in its sole discretion, may grant Dividend Equivalent Rights in the Agreement in connection with a grant of Restricted Stock Units. By way of example and not limitation, such Dividend Equivalent Rights may provide that, for
so 

  
 18 









 
long as the Participant holds any Restricted Stock Units, if the Company pays any cash dividends on its Common Stock, then (a) the Company may pay the Participant in cash for each
outstanding Restricted Stock Unit covered by the Agreement as of the record date of such dividend, less any required withholdings, the per share amount of such dividend or (b) the number of outstanding Restricted Stock Units covered by the
Agreement may be increased by the number of Restricted Stock Units, rounded down to the nearest whole number, equal to (i) the product of the number of the Participant’s outstanding Restricted Stock Units as of the record date for such
dividend multiplied by the per share amount of the dividend divided by (ii) the Fair Market Value of a share of Common Stock on the payment date of such dividend. In the event additional Restricted Stock Units are awarded, such Restricted Stock
Units shall be subject to the same terms and conditions set forth in the Plan and the Agreement as the outstanding Restricted Stock Units with respect to which they were granted. Notwithstanding the preceding sentences, if and to the extent deemed
necessary to the Committee, Dividend Equivalent Rights payable with respect to Restricted Stock Units may accumulate (without interest) and become payable to the Participant at the time, and only to the extent that, the portion of the Restricted
Stock Units to which the Dividend Equivalent Rights relate has become earned and payable. The limitations set forth in the preceding sentences shall not apply after the Restricted Stock Units become earned and payable and shares are issued
thereunder. 
 ARTICLE XI 
 INCENTIVE AWARDS 
  

	11.01	Grant 

 Subject to
the eligibility provisions of Article V, the Committee will designate each individual or entity to whom Incentive Awards are to be granted. All Incentive Awards shall be determined exclusively by the Committee under the procedures established by the
Committee. 
  

	11.02	Earning the Award 


Subject to the Plan, the Committee, on the date of grant of an Incentive Award, shall specify in the applicable Agreement the terms and
conditions which govern the grant, including, without limitation, whether the Participant to be entitled to payment must be employed or providing services to the Company or an Affiliate at the time the Incentive Award is to be paid. By way of
example and not of limitation, the Committee may prescribe that the Incentive Award shall be earned and payable upon (a) the satisfaction of objectively determinable performance conditions based on the criteria described in Article XV,
(b) the Participant’s completion of a specified period of employment or service with the Company or an Affiliate, (c) the Participant’s death, Disability or Retirement or (d) satisfaction of a combination of any of the
foregoing factors. If and to the extent deemed necessary by the Committee, Incentive Awards granted to Named Executive Officers shall be earned and become payable upon the satisfaction of objectively determinable performance conditions based on the
criteria described in Article XV and shall be subject to the other requirements set forth in Article XV so as to enable the Incentive Awards to qualify as “qualified performance-based compensation” under the regulations promulgated under
Code Section 162(m). 

  
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	11.03	Maximum Incentive Award Period 

 The Committee, at the time an Incentive Award is made, shall determine the maximum period over which the Incentive Award may be earned, except that such period shall not exceed ten (10) years from
the date of grant. 
  

	11.04	Payment 

 The
amount payable to the Participant by the Company when an Incentive Award is earned may be settled in cash, by the issuance of shares of Common Stock or by a combination thereof, as the Committee, in its sole discretion, determines and sets forth in
the applicable Agreement. A fractional share of Common Stock shall not be deliverable when an Incentive Award is earned, but a cash payment will be made in lieu thereof. 

 

	11.05	Stockholder Rights 


No Participant shall, as a result of receiving an Incentive Award, have any rights as a stockholder of the Company or any Affiliate on
account of such Incentive Award, unless and then only to the extent that the Incentive Award is earned and settled in shares of Common Stock. 
 ARTICLE XII 
 OTHER STOCK-BASED AWARDS 

 

	12.01	Other Stock-Based Awards 

 The Committee is authorized, subject to limitations under applicable law, to grant to a Participant such other Awards that may be denominated or payable in, valued in whole or in part by reference to or
otherwise based on shares of Common Stock, including, without limitation, convertible or exchangeable securities, and other rights convertible or exchangeable into shares of Common Stock or the cash value of shares of Common Stock. The Committee
shall determine the terms and conditions of any such Other Stock-Based Awards. Common Stock delivered pursuant to an Other Stock-Based Award in the nature of purchase rights (“Purchase Right Award”) shall be purchased for such
consideration not less than the Fair Market Value of the shares of Common Stock as of the date the Other Stock-Based Award is granted, and may be paid for at such times, by such methods, and in such forms, including, without limitation, cash, shares
of Common Stock, other Awards, notes or other property, as the Committee shall determine. The maximum time period in which an Other Stock-Based Award in the nature of purchase rights may be exercised shall be determined by the Committee on the date
of grant, except that no Other Stock-Based Award in the nature of purchase rights shall be exercisable after the expiration of ten (10) years from the date such Other Stock-Based Award was granted. Cash Awards, as an element of or supplement to
any other Award under the Plan, may also be granted pursuant to this Plan. 
  

	12.02	Bonus Stock and Awards in Lieu of Other Obligations 

 The Committee also is authorized (i) to grant to a Participant shares of Common Stock as a bonus, (ii) to grant shares of Common Stock or other Awards in lieu of other obligations of the


  
 20 









 
Company or any Affiliate to pay cash or to deliver other property under this Plan or under any other plans or compensatory arrangements of the Company or any Affiliate, (iii) to use
available shares of Common Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or an Affiliate, and (iv) to grant as alternatives to or replacements of
Awards granted or outstanding under the Plan or any other plan or arrangement of the Company or any Affiliate, subject to such terms as shall be determined by the Committee and the overall limitation on the number of shares of Common Stock that may
be issued under the Plan. Notwithstanding any other provision hereof, shares of Common Stock or other securities delivered to a Participant pursuant to a purchase right granted under this Plan shall be purchased for consideration, the Fair Market
Value of which shall not be less than the Fair Market Value of such shares of Common Stock or other securities as of the date such purchase right is granted. 
  

	12.03	Effect of Termination Date on Other Stock-Based Awards 

 (a) If a Participant incurs a Termination Date due to death or Disability, any unexercised Other Stock-Based Award in the nature of purchase rights may thereafter be exercised by the Participant (or,
where appropriate, a transferee of the Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period of twelve (12) months after
the Termination Date or (ii) until the expiration of the stated term of the Other Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case
the terms of the Agreement shall control). Any portion of the Other Stock-Based Award in the nature of purchase rights that remains unexercised after the expiration of such period, regardless of whether such portion of the Other Stock-Based Award in
the nature of purchase rights is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant. 
 (b) If a Participant incurs a Termination Date due to Retirement, any unexercised Other Stock-Based Award in the nature of purchase rights may thereafter be exercised by the Participant (or, where
appropriate, a transferee of the Participant), to the extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period of twelve (12) months after the
Termination Date or (ii) until the expiration of the stated term of the Other Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the
terms of the Agreement shall control). Any portion of the Other Stock-Based Award in the nature of purchase rights that remains unexercised after the expiration of such period, regardless of whether such portion of the Other Stock-Based Award in the
nature of purchase rights is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant. 
 (c) If a Participant incurs a termination of service or employment by the Company and its Affiliates involuntarily and without Cause in contemplation of or within nine (9) months after a Change in
Control, any unexercised Other Stock-Based Award in the nature of purchase rights may thereafter be exercised by the Participant (or, where appropriate, a transferee of the Participant), to the extent it was exercisable as of the Termination Date or
on such accelerated basis as the Committee may determine at or after grant, (i) for a period of six (6) months after the 

  
 21 









 
Termination Date or (ii) until the expiration of the stated term of the Other Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided
otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Other Stock-Based Award in the nature of purchase rights that remains unexercised after the expiration of such period, regardless of
whether such portion of the Other Stock-Based Award in the nature of purchase rights is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant. 

(d) If a Participant incurs a Termination Date for any reason, other than death, Disability or Retirement, other than as the result of
termination of service or employment by the Company and its Affiliates involuntarily and without Cause in contemplation of or within nine (9) months after a Change in Control and other than as the result of termination of service or employment
by the Company and its Affiliates involuntarily and with Cause, any unexercised Other Stock-Based Award in the nature of purchase rights may thereafter be exercised by the Participant (or, where appropriate, a transferee of the Participant), to the
extent it was exercisable as of the Termination Date or on such accelerated basis as the Committee may determine at or after grant, (i) for a period of thirty (30) days after the Termination Date, provided that such period shall be three
(3) months after the Termination Date if the Participant incurs a termination of service or employment by the Company and its Affiliates involuntarily and without Cause, or (ii) until the expiration of the stated term of the Other
Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Other Stock-Based Award
in the nature of purchase rights that remains unexercised after the expiration of such period, regardless of whether such portion of the Other Stock-Based Award in the nature of purchase rights is vested or unvested, shall terminate and be forfeited
with no further compensation due to the Participant. 
 ARTICLE XIII 

DIVIDEND EQUIVALENTS 
 The Committee is authorized to grant Dividend Equivalents to a Participant which may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional shares of Common Stock, other Awards or other investment vehicles, subject to restrictions on transferability, risk of forfeiture and such
other terms as the Committee may specify and set forth in the applicable Agreement. Notwithstanding the foregoing, no Dividend Equivalents may be awarded in connection with an Option, SAR or Other Stock-Based Award in the nature of purchase rights.

 ARTICLE XIV 
 TERMS APPLICABLE TO ALL AWARDS 
  

	14.01	Written Agreement 


Each Award shall be evidenced by a written Agreement (including any amendment or supplement thereto) between the Company and the
Participant specifying the terms and 

  
 22 









 
conditions of the Award granted to such Participant. Each Agreement should specify whether the Award is intended to be a Non-409A Award or a 409A Award. 

 

	14.02	Nontransferability 


Except as provided in Section 14.03 below, each Award granted under this Plan shall be nontransferable except by will or by the laws
of descent and distribution or pursuant to the terms of a valid qualified domestic relations order. In the event of any transfer of an Option or Corresponding SAR (by the Participant or his transferee), the Option and Corresponding SAR that relates
to such Option must be transferred to the same Person or Persons or entity or entities. Except as provided in Section 14.03 below, during the lifetime of the Participant to whom the Option or SAR is granted, the Option or SAR may be exercised
only by the Participant. No right or interest of a Participant in any Award shall be liable for, or subject to, any lien, obligation, or liability of such Participant or his transferee. 

 

	14.03	Transferable Awards 


Section 14.02 to the contrary notwithstanding, if the Agreement so provides, an Award that is not an incentive stock option or a
Corresponding SAR that relates to an incentive stock option may be transferred by a Participant to any of such class of transferees who can be included in the class of transferees who may rely on a Form S-8 Registration Statement under the
Securities Act of 1933 to sell shares issuable upon exercise or payment of such Awards granted under the Plan. Any such transfer will be permitted only if (a) the Participant does not receive any consideration for the transfer, (b) the
Committee expressly approves the transfer and (c) the transfer is on such terms and conditions as are appropriate for the class of transferees who may rely on the Form S-8 Registration Statement. The holder of the Award transferred pursuant to
this Section shall be bound by the same terms and conditions that governed the Award during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Award except by will or the laws of descent and
distribution. In the event of any transfer of an Option that is not an incentive stock option or a Corresponding SAR that relates to an incentive stock option (by the Participant or his transferee), the Option and Corresponding SAR that relates to
such Option must be transferred to the same Person or Persons or entity or entities. Unless transferred as provided in Section 9.05, a Restricted Stock Award may not be transferred prior to becoming non-forfeitable and transferable. 

 

	14.04	Participant Status 


If the terms of any Award provide that it may be exercised or paid only during employment or continued service or within a specified
period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of
continuous employment or service. For purposes of the Plan, employment and continued service shall be deemed to exist between the Participant and the Company and/or an Affiliate if, at the time of the determination, the Participant is a director,
officer, employee, consultant or advisor of the Company or an Affiliate. A Participant on military leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the
period of leave does not exceed three 

  
 23 









 
(3) months, or, if longer, so long as the individual’s right to re-employment with the Company or any of its Affiliates is guaranteed either by statute or by contract. If the period of leave
exceeds three (3) months, and the individual’s right to re-employment is not guaranteed by statute or by contract, the employment shall be deemed to be terminated on the first day after the end of such three (3) month period. Except
as may otherwise be expressly provided in an Agreement, Awards granted to a director, officer, employee, consultant or advisor shall not be affected by any change in the status of the Participant so long as the Participant continues to be a
director, officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the other or having been transferred from one entity to another). The Participant’s employment or continued
service shall not be considered interrupted in the event the Committee, in its discretion, and as specified at or prior to such occurrence, determines there is no interruption in the case of a spin-off, sale or disposition of the Participant’s
employer from the Company or an Affiliate, except that if the Committee does not otherwise specify such at or such prior to such occurrence, the Participant will be deemed to have a termination of employment or continuous service to the extent the
Affiliate that employs the Participant is no longer the Company or an entity that qualifies as an Affiliate. The foregoing provisions apply to a 409A Award only to the extent Section 409A of the Code does not otherwise treat the Participant as
continuing in service or employment or as having a separation from service at an earlier time. 
  

	14.05	Change in Control 


In the event of a Change in Control of the Company, the Committee may, on a Participant-by-Participant basis, subject to the restrictions
under Code Section 409A for 409A Awards: 
 (a) accelerate the vesting of all outstanding Options, SARs or
Other Stock-Based Awards in the nature of purchase rights issued under the Plan that remain unvested and unexercised and terminate such Options, SARs or Other Stock-Based Awards in the nature of purchase rights immediately prior to the date of any
such transaction, provided that the Participant shall have been given at least seven (7) days written notice of such transaction and of the Committee’s intention to cancel the Options, SARs or Other Stock-Based Awards in the nature of
purchase rights with respect to all shares of Common Stock for which the Options, SARs or Other Stock-Based Awards in the nature of purchase rights remains unexercised; 

(b) fully vest and/or accelerate settlement of any Awards; 

(c) terminate the Award immediately prior to any such transaction, provided that the Participant shall have been given at
least seven (7) days written notice of such transaction and of the Committee’s intention to cancel the Award with respect to all shares of Common Stock for which the Award remains unexercised or subject to restriction or forfeiture;
provided further, however, that during such notice period, the Participant will be able to give notice of exercise of any portion of the Award that will become vested upon the occurrence of the Change in Control, and the actual exercise of such
Award, or portion thereof, shall be contingent on the occurrence of the Change in Control; 

  
 24 









 (d) after having given the Participant a chance to exercise any outstanding
Options, SARs or Other Stock-Based Awards in the nature of purchase rights, terminate any or all of the Participant’s unexercised Options, SARs or Other Stock-Based Awards in the nature of purchase rights; 

(e) cancel any outstanding Awards with respect to all Common Stock for which the Award remains unexercised or for which
the Award is subject to restriction or forfeiture in exchange for a cash payment of an amount equal to the excess of the then Fair Market Value (provided that the Committee may, in its sole discretion, determine that the Fair Market Value of an
Award that will remain unvested or subject to forfeiture as of the date of the Change in Control is zero) of the Award less the unpaid Exercise Price, Initial Value or purchase price of the Awards, if any. If the Fair Market Value of the Common
Stock subject to the Award is less than the unpaid Exercise Price, Initial Value or purchase price of the Award, the Award shall be deemed to have been paid in full and shall be canceled with no further payment due the Participant; 

(f) require that the Award be assumed by the successor corporation or that Awards for shares or other interests in the
successor corporation with equivalent value be substituted for such Award; or 
 (g) take such other action as
the Committee shall determine to be reasonable under the circumstances to permit the Participant to realize the value of the Award. 
 The application of the foregoing provisions, including, without limitation, the issuance of any substitute Awards, shall be determined in good faith by the Committee in its sole discretion. Any such
adjustments may provide for the elimination of fractional shares of Common Stock in exchange for a cash payment equal to the Fair Market Value of the eliminated fractional shares of Common Stock. The judgment of the Committee with respect to any
matter referenced in this Section 14.05 shall be conclusive and binding upon each Participant and any other person without the need for any amendment to the Plan. 
 Except as otherwise provided in the Agreement covering the Award, if a Participant who is employed by (or a director of or other service provider to) the Company or any Affiliate at the time of the Change
in Control then holds (i) one or more Options, SARs or Other Stock-Based Awards in the nature of purchase rights, all such Options, SARs and Other Stock-Based Awards shall become fully exercisable on and after the Change in Control (subject to
the expiration provisions otherwise applicable to such Awards), and any shares of Common Stock purchased by the Participant under such Awards on or following such Change in Control shall be fully vested upon exercise, and (ii) one or more Full
Value Awards, such Full Value Awards shall become fully vested on the date of the Change in Control; provided, however, that, if the amount of the Award where the vesting is to be determined is based on the level of performance achieved, the target
level of performance shall be deemed to have been achieved. 
  

	14.06	Stand-Alone, Additional, Tandem and Substitute Awards 

 Subject to Section 19.13 below, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution or


  
 25 









 
exchange for, any other Award or any Award granted under another plan of the Company or any Affiliate or any entity acquired by the Company or any Affiliate or any other right of a Participant to
receive payment from the Company or any Affiliate; provided, however, that a 409A Award may not be granted in tandem with a Non-409A Award. Awards granted in addition to or in tandem with another Award or Awards may be granted either at the same
time as or at a different time from the grant of such other Award or Awards. Subject to applicable law and the restrictions on 409A Awards and repricings in Section 19.13 below, the Committee may determine that, in granting a new Award, the
in-the-money value or Fair Market Value of any surrendered Award or Awards or the value of any other right to payment surrendered by the Participant may be applied to the purchase of any other Award or Awards. 

 

	14.07	Form and Timing of Payment; Deferrals 

 Subject to the terms of the Plan and any applicable Agreement, payments to be made by the Company or an Affiliate upon the exercise of an Option or settlement of any other Award may be made in such form
as the Committee may determine and set forth in the applicable Agreement, including, without limitation, cash, shares of Common Stock, other Awards or other property and may be made in a single payment or transfer, in installments or on a deferred
basis. The settlement of an Award may be accelerated, and cash paid in lieu of shares of Common Stock in connection with such settlement, in the discretion of the Committee or upon the occurrence of one or more specified events set forth in the
applicable Agreement (and to the extent permitted by the Plan and Section 409A of the Code). Subject to the Plan, installment or deferred payments may be required by the Committee or permitted at the election of the Participant on the terms and
conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installments or deferred payments or the grant or crediting of Dividend Equivalents or other amounts
in respect of installment or deferred payments denominated in shares of Common Stock. In the case of any 409A Award that is vested and no longer subject to a substantial risk of forfeiture (within the meaning of Sections 83 and 409A of the Code),
such Award may be distributed to the Participant, upon application of the Participant to the Committee, if the Participant has an unforeseeable emergency within the meaning of Section 409A of the Code. 

 

	14.08	Time and Method of Exercise 

 The Committee shall determine and set forth in the Agreement the time or times at which Awards granted under the Plan may be exercised or settled in whole or in part and shall set forth in the Agreement
the rules regarding the exercise, settlement and/or termination of Awards upon the Participant’s death, Disability, termination of employment or ceasing to be a director. Notwithstanding any other provision of the Plan, however, if an Award is
to become exercisable, nonforfeitable and transferable or earned and payable on the completion of a specified period of employment or service with the Company or any Affiliate, without the achievement of any performance conditions being required,
and the Award is not being granted in lieu of any other cash compensation the Participant is to receive that would be payable over a shorter period of time, then the required period of employment or service for the Award to become exercisable,
non-forfeitable and transferable or earned and payable shall be not less than three (3) years or ratably (whether monthly, quarterly, annually or otherwise) over not less than three (3) years (subject to acceleration of vesting, to the
extent permitted by the Plan and the Committee, in the 

  
 26 









 
event of a Change in Control or the Participant’s death, Disability, Retirement or involuntary termination of employment or service (including a voluntary termination of employment or
service for good reason)); provided, however, that the foregoing limitation will not apply to any Award that is granted as an inducement to a person being hired or rehired by the Company or any Affiliate; and provided, further, that the Committee in
its discretion may modify or accelerate the vesting schedule of an Award (subject to the other provisions of the Plan) only so long as the revised vesting schedule will not be any more rapid than the minimum vesting schedule described above (subject
to permitted accelerations). 
 ARTICLE XV 
 QUALIFIED PERFORMANCE-BASED COMPENSATION 
  

	15.01	Performance Conditions 

 In accordance with the Plan, the Committee may prescribe that Awards will become exercisable, nonforfeitable and transferable and earned and payable based on objectively determinable performance
conditions. Objectively determinable performance conditions are performance conditions (a) that are established in writing (i) at the time of grant or (ii) no later than the earlier of (x) ninety (90) days after the
beginning of the period of service to which they relate and (y) before the lapse of twenty-five percent (25%) of the period of service to which they relate; (b) that are uncertain of achievement at the time they are established; and
(c) the achievement of which is determinable by a third party with knowledge of the relevant facts. The performance conditions may include any or any combination of the following: (a) total return to shareholders or on shareholders’
investment; (b) cash flow (including, but not limited to, cash flow from operations, free cash flow, cash flow return on investment and cash flow return on capital); (c) return on assets (net or otherwise), capital, equity or sales;
(d) stock price (including, but not limited to, growth measures); (e) basic or diluted earnings per share (before or after taxes); (f) reduction of outstanding debt; (g) extension of maturity dates of outstanding debt;
(h) gross, operating or net earnings (income or other revenues) before or after taxes; (i) tangible net worth; (j) return on investments; (k) cash flow per share; (l) book value per share; (m) gross or operating
margins; (n) customers; (o) Fair Market Value of the Company or any Affiliate; (p) market share or market penetration; (q) level of expenses or other costs; (r) gross, operating or net revenue; (s) earnings before
interest, taxes, depreciation and/or amortization (“EBITDA”); (t) EBITDA including or excluding accretion of asset retirement obligations, gain or loss on interest rate swap agreements, net income/loss attributable to non-controlling
interests, other expenses/income, restructuring and exit charges, equity-based compensation charges, material severance obligations, charges for voluntary retirement and workforce reduction programs and/or unusual or extraordinary events;
(u) earnings before interest and taxes (“EBIT”); (v) EBIT including or excluding accretion of asset retirement obligations, gain or loss on interest rate swap agreements, net income attributable to non-controlling interests,
other expenses/income, restructuring and exit charges, equity-based compensation charges, material severance obligations, charges for voluntary retirement and workforce reduction programs and/or unusual or extraordinary events; (w) EBITDA or
EBIT less capital expenditures (including or excluding accretion of asset retirement obligations, gain or loss on interest rate swap agreements, net income attributable to non-controlling interests, other expenses/income, restructuring and exit
charges, equity-based compensation charges, material severance obligations, charges for voluntary retirement and workforce reduction programs and/or unusual or extraordinary events); 

  
 27 









 
(x) productivity ratios; (y) expense targets; (z) objective measures of customer satisfaction; (aa) working capital targets; (bb) objective measures of economic value added; (cc)
inventory control; (dd) customer retention; (ee) competitive market metrics; (ff) employee retention; (gg) timely completion of new product rollouts; (hh) timely launch of new facilities; (ii) objective measures of personal targets, goals or
completion of projects; (jj) fiber miles and homes passed by fiber; (kk) bad debt; (ll) economic value and/or net economic value added; (mm) cost per gross add and variable cost per gross add; (nn) cash cost per unit; (oo) life-time revenue;
(pp) unlevered free cash flow defined as EBITDA less capital expenditures, taxes, interest, required debt, dividends and other capital-based required payments (including or excluding accretion of asset retirement obligations, gain or loss on
interest rate swap agreements, net income attributable to non-controlling interests, other expenses/income, restructuring and exit charges, equity-based compensation charges, material severance obligations, charges for voluntary retirement and
workforce reduction programs and/or unusual or extraordinary events); (qq) network performance; (rr) customer care performance statistics (including, but not limited to, service level, first call resolution and average handle time); (ss)
profits/earnings ratio; (tt) leverage ratio; (uu) accounts receivable days sales outstanding; (vv) debt (including, but not limited to, debt load reduction, debt ratings, debt leverage or debt service); (ww) peer group comparisons of any of the
aforementioned performance conditions; or (xx) the consummation of a Change in Control or any transaction, merger, consolidation, restructuring, recapitalization, reorganization, liquidation, sale, spin-off or other disposition or similar
event. Performance conditions, other than those in (xx) above, may be related to a specific customer or group of customers or geographic region. The form of the performance conditions, other than those in (xx) above, may be measured on a
Company, Affiliate, division, business unit, service line, segment or geographic basis individually, alternatively or in any combination, subset or component thereof. Performance goals may include one or more of the foregoing criteria, either
individually, alternatively or in any combination, subset or component. Performance goals, other than those in (xx) above, may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group
of entities or other external measure of the selected performance conditions. Profits, earnings and revenues used for any performance condition measurement may exclude any extraordinary or non-recurring items. The performance conditions, other than
those in (xx) above, may, but need not, be based upon an increase or positive result under the aforementioned business criteria and could include, for example and not by way of limitation, maintaining the status quo or limiting the economic
losses (measured, in each case, by reference to the specific business criteria). The performance conditions may not include solely the mere continued employment of the Participant. However, the Award may become exercisable, nonforfeitable and
transferable or earned and payable contingent on the Participant’s continued employment or service, and/or employment or service at the time the Award becomes exercisable, nonforfeitable and transferable or earned and payable, in addition to
the performance conditions described above. The Committee shall have the sole discretion to select one or more periods of time over which the attainment of one or more of the foregoing performance conditions will be measured for the purpose of
determining a Participant’s right to, and the settlement of, an Award that will become exercisable, nonforfeitable and transferable or earned and payable based on performance conditions, except that the length of the performance period shall
not be less than one year, except in the case of newly-hired or newly-promoted employees or the performance conditions set forth in (xx) above and, to the extent permitted by the Committee, in the event of the Participant’s death,
Disability, Retirement or involuntary 

  
 28 









 
termination of employment or service (including a voluntary termination of employment or service for good reason). 

 

	15.02	Establishing the Amount of the Award 

 The amount of the Award that will become exercisable, nonforfeitable and transferable or earned and payable if the performance conditions are obtained (or an objective formula for, or method of, computing
such amount) also must be established at the time set forth in Section 15.01 above. Notwithstanding the preceding sentence, the Committee may, in its sole discretion, reduce the amount of the Award that will become exercisable, nonforfeitable
and transferable or earned and payable, as applicable, if the Committee determines that such reduction is appropriate under the facts and circumstances. In no event shall the Committee have the discretion to increase the amount of the Award that
will become exercisable, nonforfeitable and transferable or earned and payable. 
  

	15.03	Earning the Award 


If the Committee, on the date of grant, prescribes that an Award shall become exercisable, nonforfeitable and transferable or earned and
payable only upon the attainment of any of the above performance conditions, the Award shall become exercisable, nonforfeitable and transferable or earned and payable only to the extent that the Committee certifies in writing that such conditions
have been achieved. An Award will not satisfy the requirements of this Article XV to constitute “qualified performance-based compensation” if the facts and circumstances indicate the Award will become exercisable, nonforfeitable and
transferable or earned and payable regardless of whether the performance conditions are attained. However, an Award does not fail to meet the requirements of this Article XV merely because the Award would become exercisable, nonforfeitable and
transferable or earned and payable upon the Participant’s death or Disability or upon a Change in Control, although an Award that actually becomes exercisable, nonforfeitable and transferable or earned and payable on account of those events
prior to the attainment of the performance conditions would not constitute “qualified performance-based compensation” under Code Section 162(m). In determining if the performance conditions have been achieved, the Committee may adjust
the performance targets in the event of any unbudgeted acquisition, divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product that is material taken as a whole as appropriate
to fairly and equitably determine if the Award is to become exercisable, nonforfeitable and transferable or earned and payable pursuant to the conditions set forth in the Award. Additionally, in determining if such performance conditions have been
achieved, the Committee also may adjust the performance targets in the event of any (a) unanticipated asset write-downs or impairment charges, (b) litigation or claim judgments or settlements thereof, (c) changes in tax laws,
accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization or restructuring programs, or extraordinary non-reoccurring items as described in Accounting Principles Board Opinion No. 30 or as
described in management’s discussion and analysis of the financial condition and results of operations appearing in the Company’s Annual Report on Form 10-K for the applicable year, (e) acquisitions or dispositions or (f) foreign
exchange gains or losses. To the extent any such adjustments affect Awards, the intent is that they shall be in a form that allows the Award to continue to meet the requirements of Section 162(m) of the Code for deductibility. 

  
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	15.04	Performance Awards 


The purpose of this Article XV is to permit the grant of Awards that constitute “qualified performance-based compensation”
within the meaning of Section 162(m) of the Code. The Committee may specify that the Award is intended to constitute “qualified performance-based compensation” by conditioning the right of the Participant to exercise the Award or have
it settled, and the timing thereof, upon achievement or satisfaction of any of the performance criteria and conditions set forth in this Article XV. Notwithstanding the foregoing, the Committee may grant an Award that is subject to the achievement
or satisfaction of performance conditions that are not set forth herein to the extent the Committee does not intend for such Award to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the
Code. 
 ARTICLE XVI 
 ADJUSTMENT UPON CHANGE IN COMMON STOCK 
  

	16.01	General Adjustments 


The maximum number of shares of Common Stock that may be issued pursuant to Awards, the terms of outstanding Awards and the per individual
limitations on the number of shares of Common Stock that may be issued pursuant to Awards shall be adjusted as the Committee shall determine to be equitably required in the event (a) there occurs a reorganization, recapitalization, stock split,
spin-off, split-off, stock dividend, issuance of stock rights, combination of shares, merger, consolidation or distribution to stockholders other than a cash dividend; (b) the Company engages in a transaction Code Section 424 describes; or
(c) there occurs any other transaction or event which, in the judgment of the Board, necessitates such action. In that respect, the Committee shall make such adjustments as are necessary in the number or kind of shares of Common Stock or
securities which are subject to the Award, the exercise price or Initial Value of the Award and such other adjustments as are appropriate in the discretion of the Committee. Such adjustments may provide for the elimination of fractional shares that
might otherwise be subject to Awards without any payment therefor. Notwithstanding the foregoing, the conversion of one or more outstanding shares of preferred stock or convertible debentures that the Company may issue from time to time into Common
Stock shall not in and of itself require any adjustment under this Article XVI. In addition, the Committee may make such other adjustments to the terms of any Awards to the extent equitable and necessary to prevent an enlargement or dilution of the
Participant’s rights thereunder as a result of any such event or similar transaction. Any determination made under this Article XVI by the Board shall be final and conclusive. 

 

	16.02	No Adjustments 


The issuance by the Company of stock of any class, or securities convertible into stock of any class, for cash or property, or for labor
or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of stock or obligations of the Company convertible into such stock or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the maximum number of shares that may be 

  
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issued pursuant to Awards, the per individual limitations on the number of shares that may be issued pursuant to Awards or the terms of outstanding Awards. 

 

	16.03	Substitute Awards 


The Committee may grant Awards in substitution for Options, SARs, restricted stock, Restricted Stock Units, Incentive Awards or similar
Awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article XVI. Notwithstanding any provision of the Plan (other than the limitation of
Section 6.02), the terms of such substituted Awards shall be as the Committee, in its discretion, determines is appropriate. 
  

	16.04	Limitation on Adjustments 

 Notwithstanding the foregoing, no adjustment hereunder shall be authorized or made if and to the extent the existence of such authority or action (a) would cause Awards under the Plan that are
intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code to otherwise fail to qualify as “qualified performance-based compensation,” (b) would cause the Committee to be deemed
to have the authority to change the targets, within the meaning of Section 162(m) of the Code, under performance goals or relating to Awards granted to Named Executive Officers and intended to qualify as “qualified performance-based
compensation” under Section 162(m) of the Code, (c) would cause a Non-409A Award to be subject to Section 409A of the Code or (d) would violate Code Section 409A for a 409A Award, unless the Committee determines that
such adjustment is necessary and specifically acknowledges that the adjustment will be made notwithstanding any such result. 

ARTICLE XVII 
 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES 
  

	17.01	Compliance 

 No
Option or SAR shall be exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based Award or Dividend Equivalents shall be granted or settled, no shares of Common Stock shall be issued, no certificates for shares
of Common Stock shall be delivered and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to
which the Company is a party and the rules of all domestic stock exchanges on which the Company’s shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any stock certificate
evidencing shares of Common Stock issued pursuant to an Award may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations and to reflect any other restrictions applicable
to such shares as the Committee otherwise deems appropriate. No Option or SAR shall be exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based Award or Dividend Equivalents shall be granted or settled, no
shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered and no payment shall be made under this Plan 

  
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until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters. 

 

	17.02	Postponement of Exercise or Payment 

 The Committee may postpone any grant, exercise, vesting or payment of an Award for such time as the Committee in its sole discretion may deem necessary in order to permit the Company (i) to effect,
amend or maintain any necessary registration of the Plan or the shares of Common Stock issuable pursuant to the Award under the securities laws; (ii) to take any action in order to (A) list such shares of Common Stock or other shares of
stock of the Company on a stock exchange if shares of Common Stock or other shares of stock of the Company are not then listed on such exchange or (B) comply with restrictions or regulations incident to the maintenance of a public market for
its shares of Common Stock or other shares of stock of the Company, including any rules or regulations of any stock exchange on which the shares of Common Stock or other shares of stock of the Company are listed; (iii) to determine that such
shares of Common Stock in the Plan are exempt from such registration or that no action of the kind referred to in (ii)(B) above needs to be taken; (iv) to comply with any other applicable law, including without limitation, securities laws;
(v) to comply with any legal or contractual requirements during any such time the Company or any Affiliate is prohibited from doing any of such acts under applicable law, including without limitation, during the course of an investigation of
the Company or any Affiliate, or under any contract, loan agreement or covenant or other agreement to which the Company or any Affiliate is a party or (vi) to otherwise comply with any prohibition on such acts or payments during any applicable
blackout period; and the Company shall not be obligated by virtue of any terms and conditions of any Agreement or any provision of the Plan to recognize the grant, exercise, vesting or payment of an Award or to grant, sell or issue shares of Common
Stock or make any such payments in violation of the securities laws or the laws of any government having jurisdiction thereof or any of the provisions hereof. Any such postponement shall not extend the term of the Award and neither the Company nor
its directors and officers nor the Committee shall have any obligation or liability to any Participant or to any other person with respect to shares of Common Stock or payments as to which the Award shall lapse because of such postponement.

 Additionally, the Committee may postpone any grant, exercise vesting or payment of an Award if the Company reasonably
believes the Company’s or any applicable Affiliate’s deduction with respect to such Award would be limited or eliminated by application of Code Section 162(m) to the extent permitted by Section 409A of the Code; provided,
however, such delay will last only until the earliest date at which the Company reasonably anticipates that the deduction with respect to the Award will not be limited or eliminated by the application of Code Section 162(m) or the calendar year
in which the Participant separates from service. 
  

	17.03	Forfeiture of Payment 

 A Participant shall be required to forfeit any and all rights under Awards or to reimburse the Company for any payment under any Award (with interest as necessary to avoid imputed interest or original
issue discount under the Code or as otherwise required by applicable law) to the extent applicable law requires such forfeiture or reimbursement. 

  
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 ARTICLE XVIII 
 LIMITATION ON BENEFITS 
 Despite any other provisions of this Plan
to the contrary, if the receipt of any payments or benefits under this Plan would subject a Participant to tax under Code Section 4999, the Committee may determine whether some amount of payments or benefits would meet the definition of a
“Reduced Amount.” If the Committee determines that there is a Reduced Amount, the total payments or benefits to the Participant under all Awards must be reduced to such Reduced Amount, but not below zero. If the Committee determines that
the benefits and payments must be reduced to the Reduced Amount, the Company must promptly notify the Participant of that determination, with a copy of the detailed calculations by the Committee. All determinations of the Committee under this
Article XVIII are final, conclusive and binding upon the Company and the Participant. It is the intention of the Company and the Participant to reduce the payments under this Plan only if the aggregate Net After Tax Receipts to the Participant would
thereby be increased. As result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Committee under this Article XVIII, however, it is possible that amounts will have been paid under the
Plan to or for the benefit of a Participant which should not have been so paid (“Overpayment”) or that additional amounts which will not have been paid under the Plan to or for the benefit of a Participant could have been so paid
(“Underpayment”), in each case consistent with the calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which the
Committee believes has a high probability of success, or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated for all purposes as a loan, to the extent permitted by
applicable law, which the Participant must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, however, that no such loan may be deemed to have been made and no amount shall be
payable by the Participant to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Code Sections 1, 3101 or 4999 or generate a refund of such taxes. If the
Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly to the
Participant but no later than the end of the Participant’s taxable year next following the Participant’s taxable year in which the determination is made that the Underpayment has occurred. For purposes of this Section, (a) “Net
After Tax Receipt” means the Present Value of a payment under this Plan net of all taxes imposed on Participant with respect thereto under Code Sections 1, 3101 and 4999, determined by applying the highest marginal rate under Code
Section 1 which applies to the Participant’s taxable income for the applicable taxable year; (b) “Present Value” means the value determined in accordance with Code Section 280G(d)(4); and (c) “Reduced
Amount” means the smallest aggregate amount of all payments and benefits under this Plan which (i) is less than the sum of all payments and benefits under this Plan and (ii) results in aggregate Net After Tax Receipts which are equal
to or greater than the Net After Tax Receipts which would result if the aggregate payments and benefits under this Plan were any other amount less than the sum of all payments and benefits to be made under this Plan. 

  
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 ARTICLE XIX 
 GENERAL PROVISIONS 
  

	19.01	Effect on Employment and Service 

 Neither the adoption of this Plan, its operation nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the
employ or service of the Company or an Affiliate or in any way affect any right and power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor.

  

	19.02	Unfunded Plan 


This Plan, insofar as it provides for Awards, shall be unfunded, and the Company shall not be required to segregate any assets that may at
any time be represented by Awards under this Plan. Any liability of the Company to any Person with respect to any Award under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company. 
  

	19.03	Rules of Construction 

 Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall be construed to refer
to any amendment to or successor of such provision of law. 
  

	19.04	Tax Withholding and Reporting 

 Unless an Agreement provides otherwise, each Participant shall be responsible for satisfying in cash or cash equivalent any income and employment (including, without limitation, Social Security and
Medicare) tax withholding obligations, if applicable, attributable to participation in the Plan and the grant, exercise, vesting or payment of Awards granted hereunder (including the making of a Code Section 83(b) election with respect to an
Award). In accordance with procedures that the Committee establishes, the Committee, to the extent applicable law permits, may allow a Participant to pay any such applicable amounts (a) by surrendering (actually or by attestation) shares of
Common Stock that the Participant already owns and, if necessary to avoid adverse accounting consequences, has held for at least six (6) months (but only for the minimum required withholding); (b) by a cashless exercise, or surrender of
shares of Common Stock already owned, through a broker; (c) by means of a “net exercise” procedure by the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Award; (d) by such other
medium of payment as the Committee, in its discretion, shall authorize; or (e) by any combination of the aforementioned methods of payment. The Company shall comply with all such reporting and other requirements relating to the administration
of this Plan and the grant, exercise, vesting or payment of any Award hereunder as applicable law requires. Nevertheless, shares of Common Stock that the Company reacquires in connection with any tax withholding will still be deemed issued and will
not be available for issuance pursuant to future Awards under the Plan. 

  
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	19.05	Code Section 83(b) Election 

 No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under similar laws may be made unless expressly
permitted by the terms of the Award or by action of the Committee in writing prior to the making of such election. In any case in which a Participant is permitted to make such an election in connection with an Award, the Participant shall notify the
Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Code
Section 83(b) or other applicable provisions. 
  

	19.06	Reservation of Shares 

 The Company, during the term of this Plan, shall at all times reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan. Additionally,
the Company, during the term of this Plan, shall use its best efforts to seek to obtain from appropriate regulatory agencies any requisite authorizations needed in order to issue and to sell such number of shares of Common Stock as shall be
sufficient to satisfy the requirements of the Plan. However, the inability of the Company to obtain from any such regulatory agency the requisite authorizations the Company’s counsel deems to be necessary for the lawful issuance and sale of any
shares of Common Stock hereunder, or the inability of the Company to confirm to its satisfaction that any issuance and sale of any shares of Common Stock hereunder will meet applicable legal requirements, shall relieve the Company of any liability
in respect to the failure to issue or to sell such shares of Common Stock as to which such requisite authority shall not have been obtained. 
  

	19.07	Governing Law 


This Plan and all Awards granted hereunder shall be governed by the laws of the State of Delaware, except to the extent federal law
applies. 
  

	19.08	Other Actions 


Nothing in the Plan shall be construed to limit the authority of the Company to exercise its corporate rights and powers, including, by
way of illustration and not by way of limitation, the right to grant Options, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards or Dividend Equivalents for proper corporate purposes otherwise than
under the Plan to any employee or to any other Person, firm, corporation, association or other entity, or to grant Options, SARs, Restricted Stock Awards, or Restricted Stock Units, Incentive Awards, Other Stock-Based Awards or Dividend Equivalents
to, or assume such Awards of any Person in connection with, the acquisition, purchase, lease, merger, consolidation, reorganization or otherwise, of all or any part of the business and assets of any Person, firm, corporation, association or other
entity. 
  

	19.09	Repurchase of Common Stock 

 Subject to Section 19.13 below, the Company or its designee may have the option and right to purchase any Award or any shares of Common Stock issued pursuant to any Award in


  
 35 









 
accordance with the terms and conditions set forth in the applicable Agreement. However, shares of Common Stock repurchased pursuant to an Agreement will still be deemed issued pursuant to the
Plan and will not be available for issuance pursuant to future Awards under the Plan. 
  

	19.10	Other Conditions 


The Committee, in its discretion, may, as a condition to the grant, exercise, payment or settlement of an Award, require the Participant
on or before the date of grant, exercise, payment or settlement of the Award to enter into (i) a covenant not to compete (including a confidentiality, non-solicitation, non-competition or other similar agreement) with the Company or any
Affiliate, which may become effective on the date of termination of employment or service of the Participant with the Company or any Affiliate or any other date the Committee may specify and shall contain such terms and conditions as the Committee
shall otherwise specify, (ii) an agreement to cancel any other employment agreement, service agreement, fringe benefit or compensation arrangement in effect between the Company or any Affiliate and such Participant and/or (iii) a
shareholders’ agreement with respect to shares of Common Stock to be issued pursuant to the Award. If the Participant shall fail to enter into any such agreement at the Committee’s request, then no Award shall be granted, exercised, paid
or settled and the number of shares of Common Stock that would have been subject to such Award, if any, shall be added to the remaining shares of Common Stock available under the Plan. 

 

	19.11	Forfeiture Provisions 

 Notwithstanding any other provisions of the Plan or any Agreement, all rights to any Award that a Participant has will be immediately discontinued and forfeited, and the Company shall not have any further
obligation hereunder to the Participant with respect to any Award and the Award will not be exercisable (whether or not previously exercisable) or become vested or payable on and after the time the Participant is discharged from employment or
service with the Company or any Affiliate for Cause. 
  

	19.12	Legends; Payment of Expenses 

 The Company may endorse such legend or legends upon the certificates for shares of Common Stock issued upon the grant or exercise of an Award and may issue such “stop transfer” instructions to
its transfer agent in respect of such shares as it determines, in its sole discretion, to be necessary or appropriate to (i) prevent a violation of, or to perfect an exemption from, the registration requirements under the Exchange Act,
applicable state securities laws or other requirements, (b) implement the provisions of the Plan or any Agreement between the Company and the Participant with respect to such shares of Common Stock, (c) permit the Company to determine the
occurrence of a “disqualifying disposition” as described in Section 421(b) of the Code of the shares of Common Stock transferred upon the exercise of an incentive stock option granted under the Plan or (d) as may be appropriate
to continue an Award’s exemption or compliance with Section 409A of the Code. The Company shall pay all issuance taxes with respect to the issuance of shares of Common Stock upon the grant or exercise of the Award, as well as all fees and
expenses incurred by the Company in connection with such issuance. 

  
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	19.13	Repricing of Awards 


Notwithstanding any other provisions of this Plan, except for adjustments pursuant to Article XVI or to the extent approved by the
Company’s stockholders and consistent with the rules of any stock exchange on which the Company’s securities are traded, this Plan does not permit (a) any decrease in the exercise or purchase price or base value of any outstanding
Awards, (b) the issuance of any replacement Options, SARs or Other Stock-Based Awards in the nature of purchase rights which shall be deemed to occur if a Participant agrees to forfeit an existing Option, SAR or Other Stock-Based Award in the
nature of purchase rights in exchange for a new Option, SAR or Other Stock-Based Award in the nature of purchase rights with a lower exercise or purchase price or base value, (c) the Company to repurchase underwater or out-of-the-money Options,
SARs or Other Stock-Based Awards in the nature of purchase rights, which shall be deemed to be those Options, SARs or Other Stock-Based Awards in the nature of purchase rights with exercise or purchase prices or base values in excess of the current
Fair Market Value of the shares of Common Stock underlying the Option, SAR or Other Stock-Based Award in the nature of purchase rights, (d) the issuance of any replacement or substitute Awards or the payment of cash in exchange for, or in
substitution of, underwater or out-of-the-money Options, SARs or Other Stock-Based Awards in the nature of purchase rights, (e) the Company to repurchase any Award if the Award has not become exercisable, vested or payable prior to the
repurchase or (f) any other action that is treated as a repricing under generally accepted accounting principles. 
  

	19.14	Right of Setoff 


The Company or an Affiliate may, to the extent permitted by applicable law, deduct from and setoff against any amounts the Company or
Affiliate may owe the Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits or other compensation owed to the Participant, such amounts as may be owed by the Participant to the Company
or Affiliate, including but not limited to any amounts owed under the Plan, although the Participant shall remain liable for any part of the Participant’s obligation not satisfied through such deduction and setoff. By accepting any Award
granted hereunder, the Participant agrees to any deduction or setoff hereunder. 
  

	19.15	Fractional Shares 


No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether
cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereof shall be forfeited or otherwise eliminated. 

ARTICLE XX 

CLAIMS PROCEDURES 
  

	20.01	Initial Claim 

 If
a Participant has exercised an Option or SAR or if shares of Restricted Stock have become vested or Restricted Stock Units, Incentive Awards, Other Stock-Based Awards or 

  
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Dividend Equivalents have become payable, and the Participant has not received the benefits to which the Participant believes he or she is entitled under such Award, then the Participant must
submit a written claim for such benefits to the Committee within ninety (90) days of the date the Participant tried to exercise the Option or SAR, the date the Participant contends the Restricted Stock vested or the date the Participant
contends the Restricted Stock Units, Incentive Awards, or Other Stock-Based Awards of Dividend Equivalents became payable or the claim will be forever barred. 
  

	20.02	Appeal of Claim 


If a claim of a Participant is wholly or partially denied, the Participant or his duly authorized representative may appeal the denial of
the claim to the Committee. Such appeal must be made at any time within thirty (30) days after the Participant receives written notice from the Company of the denial of the claim. In connection therewith, the Participant or his duly authorized
representative may request a review of the denied claim, may review pertinent documents and may submit issues and comments in writing. Upon receipt of an appeal, the Committee shall make a decision with respect to the appeal and, not later than
sixty (60) days after receipt of such request for review, shall furnish the Participant with the decision on review in writing, including the specific reasons for the decision written in a manner calculated to be understood by the Participant,
as well as specific references to the pertinent provisions of the Plan upon which the decision is based. 
  

	20.03	Time to File Suit 


The Committee has the discretionary and final authority under the Plan to determine the validity of a claim. Accordingly, any decision the
Committee makes on a Participant’s appeal will be administratively final. If a Participant disagrees with the Committee’s final decision, the Participant may sue, but only after the claim on appeal has been denied. Any lawsuit must be
filed within ninety (90) days of receipt of the Committee’s final written denial of the Participant’s claim or the claim will be forever barred. 
 ARTICLE XXI 
 AMENDMENT 

 

	21.01	Amendment of Plan 


The Board may amend or terminate this Plan at any time; provided, however, that no amendment to the Plan may adversely impair the rights
of a Participant with respect to outstanding Awards without the Participant’s consent. In addition, an amendment will be contingent on approval of the Company’s stockholders, to the extent required by law or any tax or regulatory
requirement applicable to the Plan or by the rules of any stock exchange on which the Company’s securities are traded or if the amendment would (i) increase the benefits accruing to Participants under the Plan, including without
limitation, any amendment to the Plan or any Agreement to permit a repricing or decrease in the exercise price of any outstanding Awards, (ii) increase the aggregate number of shares of Common Stock that may be issued under the Plan,
(iii) modify the requirements as to eligibility for participation in the Plan, (iv) change the performance conditions set forth in Article XV of the Plan or (v) accelerate the time at which an


  
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Award may be exercised, become transferable or non-forfeitable or become earned and payable except in connection with a Change in Control or, to the extent permitted by the Committee, in the
event of the Participant’s death, Disability, Retirement, or involuntary termination of employment or service (including a voluntary termination of employment or service for good reason). Additionally, to the extent the Board deems necessary to
continue to comply with the performance-based exception to the deduction limits of Code Section 162(m), the Board will resubmit the material terms of the performance conditions set forth in Article XV to the Company’s stockholders for
approval no later than the first stockholder meeting that occurs in the fifth (5th) year following the year in which the stockholders previously approved the performance objectives. Notwithstanding any other provision of the Plan, any termination of the Plan shall comply with the
requirements of Code Section 409A with regard to any 409A Awards. 
  

	21.02	Amendment of Awards 


The Committee may amend any outstanding Awards to the extent it deems appropriate; provided, however, that no amendment to an outstanding
Award may adversely impair the rights of a Participant without the Participant’s consent. 
 ARTICLE XXII 

OMNIBUS SECTION 409A PROVISION 
  

	22.01	Intent of Awards 


It is intended that Awards that are granted under the Plan shall be exempt from treatment as “deferred compensation” subject to
Section 409A of the Code unless otherwise specified by the Committee. Towards that end, all Awards under the Plan are intended to contain such terms as will qualify the Awards for an exemption from Section 409A of the Code unless otherwise
specified by the Committee. The terms of the Plan and all Awards granted hereunder shall be construed consistent with the foregoing intent. Notwithstanding any other provision hereof, the Committee may amend any outstanding Award without
Participant’s consent if, as determined by the Committee, in its sole discretion, such amendment is required either to (a) confirm exemption under Section 409A of the Code, (b) comply with Section 409A of the Code or
(c) prevent the Participant from being subject to any tax or penalty under Section 409A of the Code. Notwithstanding the foregoing, however, neither the Company nor any of its Affiliates nor the Committee shall be liable to a Participant
or any other Person if an Award that is subject to Section 409A of the Code or the Participant or any other Person is otherwise subject to any additional tax, interest or penalty under Section 409A of the Code. Each Participant is solely
responsible for the payment of any tax liability (including any taxes, penalties and interest that may arise under Section 409A of the Code) that may result from an Award. 

 

	22.02	409A Awards 

 The
Committee may grant Awards under the Plan that are intended to be 409A Awards that comply with Section 409A of the Code. The terms of such 409A Award, including any authority by the Company and the rights of the Participant with respect to such
409A Award, will be subject to such rules and limitations and shall be interpreted in a manner as to comply with Section 409A of the Code. 

  
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	22.03	Election Requirements 

 If a Participant is permitted to elect to defer an Award or any payment under an Award, such election shall be made in accordance with the requirements of Code Section 409A. Each initial deferral
election (an “Initial Deferral Election”) must be received by the Committee prior to the following dates or will have no effect whatsoever: 
  

	 	(a)	Except as otherwise provided below, the December 31 immediately preceding the year in which the compensation is earned; 


 

	 	(b)	With respect to any annual or long-term incentive pay which qualifies as “performance-based compensation” within the meaning of Code Section 409A, by the
date six (6) months prior to the end of the performance measurement period applicable to such incentive pay provided such additional requirements set forth in Code Section 409A are met; 


 

	 	(c)	With respect to “fiscal year compensation” as defined under Code Section 409A, by the last day of the Company’s fiscal year immediately preceding
the year in which the fiscal year compensation is earned; or 

  

	 	(d)	 With respect to mid-year Awards or other legally binding rights to a payment of compensation in a subsequent year that is subject to a forfeiture
condition requiring the Participant’s continued service for a period of at least twelve (12) months, on or before the thirtieth (30th) day following the grant of such Award, provided that the election is made at least twelve (12) months in
advance of the earliest date at which the forfeiture condition could lapse. 


 The Committee may, in its sole
discretion, permit Participants to submit additional deferral elections in order to delay, but not to accelerate, a payment, or to change the form of payment of an amount of deferred compensation (a “Subsequent Deferral Election”), if, and
only if, the following conditions are satisfied: (a) the Subsequent Deferral Election must not take effect until twelve (12) months after the date on which it is made, (b) in the case of a payment other than a payment attributable to
the Participant’s death, disability or an unforeseeable emergency (all within the meaning of Section 409A of the Code) the Subsequent Deferral Election further defers the payment for a period of not less than five (5) years from the
date such payment would otherwise have been made and (c) the Subsequent Deferral Election is received by the Committee at least twelve (12) months prior to the date the payment would otherwise have been made. In addition, Participants may
be further permitted to revise the form of payment they have elected, or the number of installments elected, provided that such revisions comply with the requirements of a Subsequent Deferral Election. 

 

	22.04	Time of Payment 


The time and form of payment of a 409A Award shall be as set forth in an applicable Agreement. A 409A Award may only be paid in connection
with a separation from service, a fixed time, death, disability, Change in Control or an unforeseeable emergency within the meaning of Section 409A of the Code. The time of distribution of the 409A Award must be fixed by reference to the
specified payment event. Notwithstanding the foregoing, if the time of 

  
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distribution of the 409A Award is not set forth in the applicable Agreement, then the time of distribution of the 409A Award shall be within two and one-half months of the end of the later of the
calendar year or the fiscal year of the Company or Affiliate that employs the Participant in which the 409A Award becomes vested and no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. For
purposes of Code Section 409A, each installment payment will be treated as the entitlement to a single payment. 
  

	22.05	Acceleration or Deferral 

 The Company shall have no authority to accelerate or delay or change the form of any distributions relating to 409A Awards except as permitted under Code Section 409A. 

 

	22.06	Distribution Requirements 

 Any distribution of a 409A Award triggered by a Participant’s termination of employment shall be made only at the time that the Participant has had a separation from service within the meaning of
Code Section 409A. A separation from service shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Participant will perform after that date (whether
as an employee or independent contractor of the Company or an Affiliate) will permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month
period. A Participant shall be considered to have continued employment and to not have a separation from service while on a leave of absence if the leave does not exceed six (6) consecutive months (twenty-nine (29) months for a disability
leave of absence) or, if longer, so long as the Participant retains a right to reemployment with the Company or Affiliate under an applicable statute or by contract. For this purpose, a “disability leave of absence” is an absence due to
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 six (6) months, where such impairment causes the Participant to be unable to
perform the duties of Participant’s position of employment or a substantially similar position of employment. Continued services solely as a director of the Company or an Affiliate shall not prevent a separation from service from occurring by
an employee as permitted by Section 409A of the Code. 
  

	22.07	Key Employee Rule 


Notwithstanding any other provision of the Plan, any distribution of a 409A Award that would be made within six (6) months following
a separation from service of a “specified employee” as defined under Code Section 409A and as determined under procedures adopted by the Board or its delegate shall instead occur on the first day of the seventh month following the
separation from service (or upon the Participant’s death, if earlier) to the extent required by Section 409A of the Code. In the case of installments, this delay shall not affect the timing of any installment otherwise payable after the
six (6) month delay period. 
  

	22.08	Distributions Upon Vesting 

 In the case of any Award providing for a distribution upon the lapse of a substantial risk of forfeiture, if the timing of such distribution is not otherwise specified in the Plan or the


  
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applicable Agreement, the distribution shall be made not later than two and one-half (2 1/2) months after the calendar year in which the risk of forfeiture lapsed. 

 

	22.09	Scope and Application of this Provision 

 For purposes of this Article XXII, references to a term or event (including any authority or right of the Company or a Participant) being “permitted” under Code Section 409A means that the
term or event will not cause the Participant to be deemed to be in constructive receipt of compensation relating to the 409A Award prior to the distribution of cash, shares of Common Stock or other property or to be liable for payment of interest or
a tax penalty under Code Section 409A. 
 ARTICLE XXIII 

EFFECTIVE DATE OF PLAN 
 The Plan is effective on the later of the date of its adoption by the Board and the approval of the Plan by the Company’s stockholders within twelve (12) months of the date of adoption of the
Plan by the Board. Awards may be granted under this Plan only as of and after the effective date of the Plan. 
 ARTICLE XXIV

 DURATION OF PLAN 
 No Award may be granted under this Plan on and after ten (10) years following the effective date of the Plan. Awards granted before that date shall remain valid in accordance with their terms.


  
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