Exhibit 4.4


Approved by Shareholders: May 19, 2017


 


Amended Aetna Inc. 2010 Stock Incentive
Plan 


 





	SECTION
    1.	PURPOSE.
	 	 
	The
    purposes of this Plan are to promote the interests of the Company and its shareholders and align the interests of shareholders
    and Participants by: 
	 	 
	(i)	motivating Participants
    through Awards tied to total return to shareholders (i.e., stock price appreciation and dividends); 
	(ii)	attracting and retaining
    high performing individuals as Participants; 
	(iii)	enabling Participants
    to acquire additional equity interests in the Company; and 
	(iv)	providing compensation
    opportunities dependent upon the Company’s performance relative to its competitors and changes in its own performance
    over time. 







 


SECTION
2.DEFINITIONS.





 



 


“AFFILIATE” shall mean
any corporation or other entity (other than the Company or one of its Subsidiaries) in which the Company directly or indirectly
owns at least twenty percent (20%) of the combined voting power of all classes of stock of such entity or at least twenty percent
(20%) of the ownership interests in such entity.


 


“AWARD” shall mean a
grant or award under the Plan, as evidenced in a written document delivered to a Participant as provided in Section 12(b).


 


“BOARD” shall mean the
Board of Directors of the Company.


 


“CAUSE” shall mean (i) the
willful failure by the Participant to perform substantially the Participant’s duties as an employee of the Company (other
than due to physical or mental illness) after reasonable notice to the Participant, (ii) the Participant’s engagement
in serious misconduct that is injurious to the Company, any Subsidiary or any Affiliate, (iii) the Participant’s conviction
of, or entrance of a plea of nolo contendere to, a crime that constitutes a felony, (iv) the breach by the Participant of
any written covenant or agreement not to compete with the Company, any Subsidiary or any Affiliate or (v) the breach by the
Participant of his or her duty of loyalty to the Company which shall include, without limitation, (A) any disclosure by the
Participant of any confidential information pertaining to the Company, any Subsidiary or any Affiliate, (B) any harmful interference
by the Participant in the business or operations of the Company, any Subsidiary or any Affiliate, (C) any attempt by the Participant
directly or indirectly to induce any employee, insurance agent, insurance broker or broker-dealer of the Company, any Subsidiary
or any Affiliate to be employed or perform services elsewhere, (D) any attempt by the Participant directly or indirectly to
solicit the trade of any customer or supplier, or prospective customer or supplier, of the Company or (E) any breach or violation
of the Company’s Code of Conduct.


 


“CODE” shall mean the
Internal Revenue Code of 1986, as amended, and the regulations thereunder.


 


“COMMITTEE” shall mean
a committee of the Board as may be designated by the Board to administer the Plan, which shall consist of at least three directors
of the Company chosen by the Board each of whom has satisfied such criteria for independence as the Board may establish and such
additional regulatory or listing requirements as the Board may determine to be applicable or appropriate.


 


“COMMON STOCK” shall
mean the common shares, $.01 par value, of the Company.


 


“COMPANY” shall mean
Aetna Inc., a Pennsylvania corporation.


 


“ELIGIBLE EMPLOYEE”
shall mean each employee of the Company, its Subsidiaries or its Affiliates, but shall not include directors who are not employees
of such entities. Any individual the Company designates as, or otherwise determines to be, an independent contractor shall not
be considered an Eligible Employee, and such designation or determination shall govern regardless of whether such individual is
ultimately determined to be an employee pursuant to the Code or any other applicable law.


 




     


     


    

“EMPLOYMENT” shall mean,
for purposes of determining whether a termination of employment has occurred under the Plan, continuous and regular salaried employment
with the Company, a Subsidiary or an Affiliate, which shall include (unless the Committee shall otherwise determine) any period
of paid time off, any approved leave of absence or any salary continuation or severance pay period and, at the discretion of the
Committee, may include service with any former Subsidiary or Affiliate of the Company. For this purpose, regular salaried employment
means scheduled employment of at least 20 hours per week.


 


“EXCHANGE ACT” shall
mean the Securities Exchange Act of 1934, as amended from time to time.


 


“EXECUTIVE OFFICER”
shall mean those persons who are officers of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.


 


“FAIR MARKET VALUE”
shall mean on any date, with respect to a share of Common Stock, the closing price of a share of Common Stock as reported by the
Consolidated Tape of New York Stock Exchange Listed Shares on such date, or, if no shares were traded on such Exchange on such
date, on the next date on which the Common Stock is traded on such Exchange.


 


“FUNDAMENTAL CORPORATE EVENT”
shall mean any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, offering to purchase Common Stock at a price substantially below fair market value,
or other similar event.


 


“INCENTIVE STOCK” shall
mean an Award of Common Stock granted under Section 7 which may become vested and nonforfeitable upon the passage of time
and/or the attainment, in whole or in part, of performance objectives determined by the Committee.


 


“INCENTIVE STOCK OPTION”
shall mean an option which is intended to meet the requirements of Section 422 of the Code.


 


“INCENTIVE UNIT” shall
mean an Award of a contractual right granted under Section 7 to receive Common Stock (or, at the discretion of the Committee,
cash based on the Fair Market Value of the Common Stock) which may become vested and nonforfeitable upon either the passage of
time and/or the attainment, in whole or in part, of performance objectives determined by the Committee.


 


“NONSTATUTORY STOCK OPTION”
shall mean an Option which is not intended to be an Incentive Stock Option.


 


“OPTION” shall mean
the right granted under Section 5 to purchase the number of shares of Common Stock specified by the Committee, at a price
and for the term fixed by the Committee in accordance with the Plan and subject to any other limitations and restrictions as this
Plan and the Committee shall impose, and shall include both Incentive Stock Options and Nonstatutory Stock Options.


 


“OTHER STOCK-BASED AWARD”
shall mean any right granted under Section 8.


 


“PARTICIPANT” shall
mean an Eligible Employee who is selected by the Committee to receive an Award under the Plan and any recipient of a Substitute
Award.


 


“PLAN” shall mean the
Aetna Inc. 2010 Stock Incentive Plan, described herein, and as may be amended from time to time.


 


“RESTRICTED PERIOD”
shall mean the period during which a grant of Incentive Stock or Incentive Units is subject to forfeiture.


 


“SECTION 409A” shall
mean Section 409A of the Code and the regulations issued thereunder, as may be amended from time to time.


 


“STOCK APPRECIATION RIGHT”
or “SAR” shall mean a right granted under Section 6.


 


“SUBSIDIARY” shall mean
any entity of which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting
power of all classes of stock of such entity.


 


“SUBSTITUTE AWARD” shall
mean an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company acquired by
the Company or with which the Company combines.


 




     


     


    

SECTION
3.ADMINISTRATION. 


 



 


The Plan shall be administered by the Committee.
The Committee shall have the responsibility of construing and interpreting the Plan and of establishing and amending such rules
and regulations as it deems necessary or desirable for the proper administration of the Plan. Any decision or action taken or to
be taken by the Committee, arising out of or in connection with the construction, administration, interpretation and effect of
the Plan and of its rules and regulations, shall, to the maximum extent permitted by applicable law, be within its absolute discretion
(except as otherwise specifically provided herein) and shall be conclusive and binding upon all Participants and any person claiming
under or through any Participant.


 


Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards, if any, to be granted to an
Eligible Employee; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights,
or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Stock, other securities,
other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances, cash, Common
Stock, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the
Plan (including authorizing another committee of the Board to designate Participants or make Awards under the Plan within limits
prescribed by the Committee).


 


Except with respect to any action or adjustment
taken in connection with a Fundamental Corporate Event, any amendment or action that would, directly or indirectly, reduce the
exercise price of any outstanding option or SAR previously granted under the Plan, including through an exchange or cancellation
of awards for cash or other awards, shall be subject to the approval of the Company’s shareholders.


 


SECTION
4.SHARES AVAILABLE FOR AWARDS. 


 



 


(a)       Shares
Available for Issuance. The maximum number of shares of Common Stock in respect of which Awards may be made under the Plan
shall be a total of 29,387,000 shares of Common Stock. Shares of Common Stock may be made available from the authorized but unissued
shares of the Company or from shares held in the Company’s treasury and not reserved for some other purpose. In the event
that any Award is paid solely in cash, no shares shall be deducted from the number of shares available for issuance by reason of
such Award. Shares of Common Stock subject to Awards that are forfeited, terminated, canceled or settled, in whole or in part,
without the delivery of Common Stock under the Plan will again be available for Awards under the Plan, as will shares of Common
Stock tendered (either actually or by attestation) to the Company in satisfaction or partial satisfaction of the exercise price
of any Award under the Plan, and shares withheld by the Company to pay applicable withholding in accordance with Section 12.


 


(b)       Adjustment
for Corporate Transactions. In the event that the Committee shall determine that any Fundamental Corporate Event affects the
Common Stock such that an adjustment is required to preserve, or to prevent enlargement of, the benefits or potential benefits
made available under this Plan, then the Committee shall, in such manner as the Committee may deem equitable, adjust any or all
of (i) the number and kind of shares which thereafter may be awarded or optioned and sold or made the subject of Awards under
the Plan, (ii) the number and kinds of shares subject to outstanding Awards and (iii) the grant, exercise or conversion
price with respect to any of the foregoing. Additionally, the Committee may make provisions for a cash payment to a Participant
or a person who has an outstanding Award; provided, however, that to the extent such an Award constitutes “deferred compensation”
within the meaning of Section 409A, no such provision for a cash payment shall change the


 




     


     


    

timing
of payment of such Award unless such change is permitted under Section 409A. However, the number of shares subject to any
Award shall always be a whole number.


 


SECTION
5.STOCK OPTIONS. 


 



 


(a)       Grant.
Subject to the provisions of the Plan, the Committee shall have the authority to grant Options to an Eligible Employee and
to determine (i) the number of shares to be covered by each Option, (ii) subject to Section 5(b), the exercise price
of the Option and (iii) the conditions and limitations applicable to the exercise of the Option. Notwithstanding the foregoing,
in no event shall the Committee grant any Participant Options (i) for more than 2,000,000 shares of Common Stock in respect
of any year in which the Plan is in effect, as such number may be adjusted pursuant to Section 4(b) or (ii) with a term
of exceeding 10 years. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and
comply with Section 422 of the Code and the regulations thereunder.


 


(b)       Exercise
Price. Except in the case of a Substitute Award, the exercise price of an Option shall not be less than 100% of the Fair Market
Value on the date of grant.


 


(c)       Exercise.
Each Option shall be exercised at such times and subject to such terms and conditions as the Committee may specify at the time
of the applicable Award or thereafter. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory
to the Committee have been made to assure full payment of the exercise price therefor. Without limiting the generality of the foregoing,
payment of the exercise price may be made in cash or its equivalent or, if and to the extent permitted by the Committee, by exchanging
shares of Common Stock owned by the optionee (which are not the subject of any pledge or other security interest or which, in the
case of Incentive Stock, are fully vested) either actually or by attestation, or by a combination of the foregoing, provided that
the combined value of all cash and cash equivalents and the Fair Market Value of any such Common Stock so tendered to the Company,
valued as of the date of such tender, is at least equal to such exercise price.


 


(d)       Incentive
Stock Option Annual Limit. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted)
of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during
any calendar year (counting Incentive Stock Options under this Plan and under any other stock option plan of the Company or a subsidiary)
shall not exceed $100,000. If an Option intended to be an Incentive Stock Option is granted to an Eligible Employee and the Option
may not be treated in whole or in part as an Incentive Stock Option pursuant to the $100,000 limitation, the Option shall be treated
as an Incentive Stock Option to the extent it may be so treated under the limitation and as a Nonstatutory Stock Option as to the
remainder. For purposes of determining whether an Incentive Stock Option would cause the limitation to be exceeded, Incentive Stock
Options shall be taken into account in the order granted. The annual limit set forth above shall not apply to Nonstatutory Stock
Options.


 


SECTION
6.STOCK APPRECIATION RIGHTS.  


 



 


(a)       Grant
of Stock Appreciation Rights. The Committee shall have the authority to grant Stock Appreciation Rights in tandem with an Option,
in addition to an Option, or freestanding and unrelated to an Option. Notwithstanding the foregoing, in no event shall the Committee
grant any Participant Stock Appreciation Rights (i) for more than 2,000,000 shares of Common Stock in respect of any year
in which the Plan is in effect, as such number may be adjusted pursuant to Section 4(b), and (ii) with a term exceeding
10 years (or the term of the underlying Incentive Stock Option in the case of a Stock Appreciation Right granted in tandem with
an Incentive Stock Option). Stock Appreciation Rights granted in tandem with an Option may be granted either at the same time as
the Option or at a later time.


 


(b)       Exercise
Price. The exercise price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of
Common Stock on the date the Stock Appreciation Right was granted; provided that if a Stock Appreciation Right is granted retroactively
in tandem with or in substitution for an Option, the exercise price may be the exercise price of the Option to which it is related.


 




     


     


    

(c)       Exercise
of Stock Appreciation Rights. A Stock Appreciation Right shall entitle the Participant to receive from the Company an amount
equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right
over the base price thereof. The Committee shall determine the time or times at which or the event or events (including, without
limitation, a change of control) upon which a Stock Appreciation Right may be exercised in whole or in part, the method of exercise
and whether such Stock Appreciation Right shall be settled in cash, shares of Common Stock or a combination of cash and shares
of Common Stock; provided, however, that unless otherwise specified by the Committee at or after grant, a Stock Appreciation
Right granted in tandem with an Option shall be exercisable at the same time or times as the related Option is exercisable.


 


SECTION
7.INCENTIVE AWARDS. 


 



 


(a)       Incentive
Stock and Incentive Units. Subject to the provisions of the Plan, the Committee shall have the authority to grant time vesting
and/or performance vesting Incentive Stock or Incentive Units to any Eligible Employee and to determine (i) the number of
shares of Incentive Stock and/or the number of Incentive Units to be granted to each Participant and (ii) the other terms
and conditions of such Awards; provided that, to the extent necessary to comply with applicable law, Incentive Stock shall only
be awarded to an Eligible Employee who has been employed for such minimum period of time as shall be determined by the Committee.
The Restricted Period related to Incentive Stock or Incentive Units shall lapse upon the passage of time and/or the determination
by the Committee that the performance objectives established by the Committee have been attained, in whole or in part. The maximum
number of shares of Common Stock that may be subject to any performance-based Awards of Incentive Stock and/or Incentive Units
(whether payable in cash or shares) granted to an Executive Officer with respect to any year in which the Plan is in effect shall
not exceed 2,000,000 shares, as such number may be adjusted pursuant to Section 4(b). If the award is intended to qualify
under Section 162(m) of the Code, the performance objectives with respect to an Award made to an Executive Officer shall be
related to at least one of the following criteria, which may be determined solely by reference to the performance of the Company,
a Subsidiary or an Affiliate (or any business unit thereof) or based on comparative performance relative to other companies: (i) net
income; (ii) earnings before income taxes; (iii) earnings per share; (iv) return on shareholders equity; (v) expense
management; (vi) profitability of an identifiable business unit or product; (vii) ratio of claims to revenues; (viii) revenue
growth; (ix) earnings growth; (x) total shareholder return; (xi) cash flow; (xii) return on assets; (xiii) pretax
operating income; (xiv) net economic profit (operating earnings minus a charge for capital); (xv) customer satisfaction;
(xvi) provider satisfaction; (xvii) employee satisfaction; (xviii) quality of networks; (xix) strategic innovation
or (xx) any combination of the foregoing.


 


SECTION
8.OTHER STOCK-BASED AWARDS. 


 



 


The Committee shall have authority to grant
to eligible Employees an “Other Stock-Based Award”, which shall consist of any right which is (i) not an Award
described in Sections 5 through 7 above and (ii) an Award of Common Stock or an Award denominated or payable in, valued
in whole or in part by reference to, or otherwise based on or related to, Common Stock (including, without limitation, securities
convertible into Common Stock), as deemed by the Committee to be consistent with the purposes of the Plan; provided that any such
rights must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 under the Exchange Act and applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of
any such Other Stock-Based Award.


 


SECTION
9.DIVIDENDS AND DIVIDEND EQUIVALENTS. 


 



 


The Committee may provide that any Award
shall include dividends or dividend equivalents, payable in cash, Common Stock, securities or other property on a current or deferred
basis, including payment contingencies provided, however, in no event shall any such dividend or dividend equivalent become payable
prior to the date on which an award is vested in accordance with its terms. The preceding sentence to the contrary notwithstanding,
no dividends or dividend equivalents will be payable on options or stock appreciation rights.


 




     


     


    

SECTION
10.STOCK IN LIEU OF CASH. 


 



 


The Committee may grant Awards in lieu
of all or a portion of compensation or an Award otherwise payable in cash to an Executive Officer pursuant to any bonus or incentive
compensation plan of the Company.


 


SECTION
11.DEFERRAL. 


 



 


The Committee shall have the discretion
to determine whether, to what extent, and under what circumstances cash, shares of Common Stock, other securities, other Awards,
other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of
the Participant or of the Committee. The timing of any elective deferral shall comply with Section 409A. At the time of any
automatic or elective deferral, the time and form of payment shall be established consistent with the requirements of Section 409A.
If the time or form of payment is not so established, the form of payment shall be a lump sum and the time of payment shall be
the date the Participant experiences a “separation from service” within the meaning of Section 409A. Gains from
the exercise of Options and Stock Appreciation Rights shall not be eligible for automatic or elective deferral.


 


SECTION
12.GENERAL PROVISIONS. 


 



 


(a)       Withholding.
The Company shall have the right to deduct from all amounts paid to a Participant in cash (whether under this Plan or otherwise)
any taxes required by law to be withheld in respect of Awards under this Plan. In the case of any Award satisfied in the form of
Common Stock, no shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy
any withholding tax obligations applicable with respect to such Award.


 


(b)       Award
Agreement. Each Award hereunder shall be evidenced in writing. The written agreement shall be delivered to the Participant
and shall incorporate the terms of the Plan by reference and specify the terms and conditions thereof and any rules applicable
thereto.


 


(c)       Nontransferability.
Unless the Committee shall permit (on such terms and conditions as it shall establish) an Award to be transferred to a member of
the Participant’s immediate family or to a trust or similar vehicle for the benefit of such immediate family members (collectively,
the “Permitted Transferees”), no Award shall be assignable or transferable except by will or the laws of descent and
distribution, and except to the extent required by law, no right or interest of any Participant shall be subject to any lien, obligation
or liability of the Participant. All rights with respect to Awards granted to a Participant under the Plan shall be exercisable
during the Participant’s lifetime only by such Participant or, if applicable, the Permitted Transferees or the Participant’s
legal representative.


 


(d)       No
Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ
of the Company, any Subsidiary or any Affiliate. Further, the Company and each Subsidiary and Affiliate expressly reserves the
right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in
any Award Agreement.


 


(e)       No
Rights to Awards, No Shareholder Rights. No Participant or Eligible Employee shall have any claim to be granted any Award under
the Plan, and there is no obligation of uniformity of treatment of Participants and Eligible Employees. Subject to the provisions
of the Plan and the applicable Award, no person shall have any rights as a shareholder with respect to any shares of Common Stock
to be issued under the Plan prior to the issuance thereof.


 


(f)       Applicable
Law. The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Connecticut.


 


(g)       Effective
Date. The Plan shall be effective upon approval by the Company’s shareholders.


 


(h)       Amendment
or Termination of Plan. The Board or the Committee may terminate or suspend the Plan at any time, but the termination or suspension
will not adversely affect any vested Awards then outstanding under the Plan. No Award may be granted under the Plan after May 21,
2020 or such earlier date as the Plan is terminated by action of the Board or the Committee. The Plan may be amended or terminated
at any time by the Board,


 




     


     


    

except
that no amendment may be made without shareholder approval if the Committee determines that such approval is necessary to comply
with any tax or regulatory requirement, including any approval requirement which is a prerequisite for exemptive relief from Section 16
of the Exchange Act, for which or with which the Committee determines that it is desirable to qualify or comply; and, the Committee
may amend the term of any Award or Option granted, retroactively or prospectively, but no amendment may adversely affect any vested
Award or Option without the holder’s consent.


 


(i)       Compliance
with Legal and Exchange Requirements. The Plan, the granting and exercising of Awards thereunder and the other obligations
of the Company under the Plan, shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the granting and exercising
of Awards, the issuance or delivery of Common Stock under any Award or any other action permitted under the Plan to permit the
Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Common Stock
or other required action under any federal or state law, rule, or regulation and may require any Participant to make such representations
and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock in compliance
with applicable laws, rules, and regulations. The Company shall not be obligated by virtue of any provision of the Plan to recognize
the exercise of any Award or to otherwise sell or issue Common Stock in violation of any such laws, rules, or regulations; and
any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Awards, and
neither the Company nor its directors or officers shall have any obligations or liability to the Participant with respect to any
Award (or stock issuable thereunder) that shall lapse because of such postponement.


 


(j)       Severability
of Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provision had not been included.


 


(k)       Incapacity.
Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of providing a receipt therefore
shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for
the care of such person, and such payment shall fully discharge any liability or obligation of the Committee, the Board, the Company
and all other parties with respect thereto.


 


(l)       Headings
and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part
of this Plan, and shall not be employed in the construction of this Plan.


 


(m) Compliance
with Section 409A. All Awards granted under the Plan are intended to be either exempt from the requirements of Section 409A
or, if not exempt, to satisfy the requirements of Section 409A. The provisions of the Plan and any Awards granted under the
Plan shall be construed in a manner consistent with such intent. In addition, notwithstanding any other provision of this Plan
or an Award agreement to the contrary, the Company will not pay or accelerate the payment of any amount that constitutes “deferred
compensation” within the meaning of Section 409A, in violation of Section 409A. To the extent any amount of “deferred
compensation” as defined in Section 409A would otherwise vest and become payable upon a Change in Control or upon a
disability, as set forth herein or in an Award Agreement, any such Award may vest but payment shall not be accelerated unless the
Change in Control or the disability also satisfies the definition of “change in control” or “disability”
as set forth in Section 409A.


 


            Any
amount that constitutes “deferred compensation” within the meaning of Section 409A and is payable under the Plan
solely by reason of a Participant’s termination of employment shall be payable only if the Participant has experienced a
“separation from service” within the meaning of Section 409A, provided that if the Participant is a “specified
employee” within the meaning of Section 409A at the time of such separation from service, as determined by the Company
in accordance with Section 409A, no payments shall be made before the six-month anniversary of the Participant’s separation
from service, at which time all payments that would otherwise have been made during such six-month period shall be paid to the
Participant in a lump sum.