1994 Employee Incentive Plan



 Exhibit 10.1 
 BMC SOFTWARE, INC. 
 1994 EMPLOYEE INCENTIVE PLAN 
 (Conformed Version) 
 I. PURPOSE 

 The purpose of the BMC SOFTWARE, INC. 1994 EMPLOYEE INCENTIVE PLAN (the “Plan”) is to provide a means through
which BMC SOFTWARE, INC., a Delaware corporation (the “Company”), and its subsidiaries may attract able persons to serve as Directors or to enter the employ of the Company or its subsidiaries and to provide a means whereby those
individuals upon whom the responsibilities of the successful administration and management of the Company and its subsidiaries rest, and whose present and potential contributions to the Company and its subsidiaries are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its subsidiaries. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance
the profitable growth of the Company and its subsidiaries. Accordingly, the Plan provides for granting Incentive Stock Options, options that do not constitute Incentive Stock Options, Restricted Stock Awards, or any combination of the foregoing, as
is best suited to the circumstances of the particular employee or Director as provided herein. The Plan as set forth herein constitutes an amendment and restatement of the Plan as previously adopted by the Company, and shall supersede and replace in
its entirety such previously adopted plan. 
 II. DEFINITIONS 
 The following definitions shall be applicable throughout the Plan unless specifically modified by any paragraph: 
 (a) “Award” means, individually or collectively, any Option or Restricted Stock Award. 
 (b) “Board” means the Board of Directors of the Company. 
 (c) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under
such section. 
 (d) “Committee” means not less than two members of the Board who are selected by the Board
as provided in Paragraph IV(a). 
 (e) “Common Stock” means the common stock, par value $.01 per share, of
the Company. 
 (f) “Company” means BMC Software, Inc. 







 (g) “Director” means an individual who is a member of the Board.

 (h) An “employee” means any person (including a Director) in an employment relationship with the Company
or any parent or subsidiary corporation (as defined in section 424 of the Code). 
 (i) “Fair Market Value”
means, as of any specified date, the mean of the high and low sales prices of the Common Stock (i) reported by the NASDAQ-National Market System on that date or (ii) if the Common Stock is listed on a national stock exchange, reported on
the stock exchange composite tape on that date; or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. If the Common Stock is traded over the counter at the
time a determination of its fair market value is required to be made hereunder, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Common Stock on the most recent
date on which Common Stock was publicly traded. In the event Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Board in such
manner as it deems appropriate. 
 (j) “Holder” means an employee or a Director who has been granted an
Award. 
 (k) “Incentive Stock Option” means an incentive stock option within the meaning of section 422 of
the Code. 
 (l) “1934 Act” means the Securities Exchange Act of 1934, as amended. 
 (m) “Option” means an Award granted under Paragraph VII of the Plan and includes both Incentive Stock Options to
purchase Common Stock and Options which do not constitute Incentive Stock Options to purchase Common Stock. 
 (n)
“Option Agreement” means a written agreement between the Company and a Holder with respect to an Option. 
 (o) “Plan” means the BMC Software, Inc. 1994 Employee Incentive Plan as set forth herein and, as amended from time to time. 
 (p) “Restricted Stock Agreement” means a written agreement between the Company and a Holder with respect to a Restricted Stock Award. 
 (q) “Restricted Stock Award” means an Award granted under Paragraph VIII of the Plan. 
 (r) “Rule 16b-3” means SEC Rule 16b-3 promulgated under the 1934 Act, as such may be amended from time to time, and any
successor rule, regulation or statute fulfilling the 

  

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same or a similar function. 
 (s) “Stock Appreciation Right” shall have the meaning assigned to such term in Paragraph VII(d) of the Plan. 
 III. EFFECTIVE DATE AND DURATION OF THE PLAN 
 The Plan originally became effective on July 11, 1994.
This amendment and restatement of the Plan shall be effective as provided in Section I. No further Awards may be granted under the Plan after August 23, 2015. The Plan shall remain in effect until all Awards granted under the Plan have been
satisfied or expired. 
 IV. ADMINISTRATION 
 (a) Composition of Committee. The Plan shall be administered by a committee which shall be (i) appointed by the Board, (ii) solely of “nonemployee directors,”
within the meaning of Rule 16b-3, and (iii) constituted solely by two or more “outside directors,” within the meaning of section 162(m) of the Code and applicable interpretive authority thereunder. 
 (b) Powers. Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to
determine which individuals shall receive an Award, the time or times when such Award shall be made, whether an Incentive Stock Option or nonqualified Option shall be granted, and the number of shares to be subject to each Option or Restricted Stock
Award. In making such determinations the Committee shall take into account the nature of the services rendered by the respective individuals, their present and potential contribution to the Company’s success and such other factors as the
Committee in its discretion shall deem relevant. 
 (c) Additional Powers. The Committee shall have such
additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, this shall include the power to construe the Plan and the respective agreements executed hereunder, to prescribe rules and
regulations relating to the Plan, and to determine the terms, restrictions and provisions of the agreement relating to each Award, including such terms, restrictions and provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan
or in any agreement relating to an Award in the manner and to the extent it shall deem expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Paragraph IV shall be conclusive. 
 (d) Delegation of Authority by the Committee. Notwithstanding the preceding provisions of this Paragraph IV or any other
provision of the Plan to the contrary, the Committee may from time to time, in its sole discretion, delegate to the Chief Executive Officer of the Company the administration (or interpretation of any provision) of the Plan, and the right to grant


  

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Awards under the Plan, insofar as such administration (and interpretation) and power to grant Awards relates to any person who is not subject to
Section 16 of the 1934 Act (including any successor section to the same or similar effect). Any such delegation may be effective only so long as the Chief Executive Officer of the Company is a Director, and the Committee may revoke such
delegation at any time. The Committee may put any conditions and restrictions on the powers that may be exercised by the Chief Executive Officer of the Company upon such delegation as the Committee determines in its sole discretion. In the event of
any conflict in a determination or interpretation under the Plan as between the Committee and the Chief Executive Officer of the Company, the determination or interpretation, as applicable, of the Committee shall be conclusive. 
 V. GRANT OF OPTIONS AND RESTRICTED STOCK AWARDS; 
 SHARES SUBJECT TO THE PLAN 
 (a) Stock Grant and Award Limits. The
Committee may from time to time grant Awards to one or more individuals determined by it to be eligible for participation in the Plan in accordance with the provisions of Paragraph VI. Subject to adjustment in the same manner as provided in
Paragraph IX with respect to shares of Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 22,000,000 shares. For Awards granted prior to August 21,
2007, shares shall be deemed to have been issued under the Plan only (i) to the extent actually issued and delivered pursuant to an Award, or (ii) to the extent an Award is settled in cash. To the extent that an Award lapses or the rights
of the Holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award. For Awards granted on or after August 21, 2007, any shares of Common Stock made subject to Awards of Options or Stock
Appreciation Rights shall be counted against this number as one (1) share of Common Stock for every one (1) share of Common Stock issued. Any shares of Common Stock granted as an Award other than Options or Stock Appreciation rights shall
be counted against this number as two (2) shares of Common Stock for every one (1) share of Common Stock issued. Shares of Common Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award
that is settled in cash. The shares of Common Stock attributable to the nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any Award that is forfeited or cancelled or expires or terminates for any reason without becoming
vested, paid, exercised, converted or otherwise settled in full will again be available for purposes of the Plan. For purposes of determining the number of shares of Common Stock issued upon the exercise, settlement or grant of an Award under this
Paragraph, any shares of Common Stock withheld to satisfy tax withholding obligations shall be considered issued under the Plan if such payment of tax withholding obligations with shares of Common Stock is permitted by the Committee. Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of Common Stock that may be subject to Awards granted to any one individual during the term of the Plan as provided in Paragraph III hereof may not exceed 2,000,000 (subject to
adjustment in the same manner as provided in Paragraph IX hereof with respect to shares of Common Stock subject to Options then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which will permit
compensation generated under the Plan to constitute “performance-based” compensation for purposes of section 162(m) of the Code, including, 

  

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without limitation, counting against such maximum number of shares, to the extent required under section 162(m) of the Code and applicable interpretive
authority thereunder, any shares subject to Options or Stock Appreciation Rights that are cancelled or repriced. 
 (b)
Stock Offered. The stock to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock or Common Stock previously issued and outstanding and reacquired by the Company. 
 VI. ELIGIBILITY 
 Awards may be granted only to persons who, at the time of grant, are employees or Directors. An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in the Plan, such Award may include
an Incentive Stock Option, an Option which is not an Incentive Stock Option, a Restricted Stock Award, or any combination thereof. 
 VII.
STOCK OPTIONS 
 (a) Option Period. The term of each Option shall be as specified by the Committee at the
date of grant. 
 (b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such
installments and at such times as determined by the Committee. 
 (c) Special Limitations on Incentive Stock
Options. An Incentive Stock Option may be granted only to an individual who is an employee at the time the Option is granted. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is
granted) of Common Stock with respect to which Incentive Stock Options granted after 1986 are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and
subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treated as options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of a Holder’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Holder of such determination as soon as practicable
after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price is at least 110% of the Fair Market Value of the Common Stock subject to the
Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. An Incentive Stock Option shall not be transferable otherwise than by will or the laws of descent and distribution, and shall
be exercisable during the Holders lifetime only by such Holder or the Holder’s guardian or legal representative. 
  

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 (d) Option Agreement. Each Option shall be evidenced by an Option Agreement
in such form and containing such provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, without limitation, provisions to qualify an Incentive Stock Option under section 422 of the
Code. Each Option Agreement shall specify the effect of termination of employment on the exercisability of the Option. An Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of
Common Stock (plus cash if necessary) having a Fair Market Value equal to such option price. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by establishing procedures whereby the Holder, by a
properly-executed written notice, directs (i) an immediate market sale or margin loan respecting all or a part of the shares of Common Stock to which he is entitled upon exercise pursuant to an extension of credit by the Company to the Holder
of the option price, (ii) the delivery of the shares of Common Stock from the Company directly to a brokerage firm, and (iii) the delivery of the option price from sale or margin loan proceeds from the brokerage firm directly to the
Company. Further, an Option Agreement may provide for the surrender of the right to purchase shares under the Option in return for a payment in cash or shares of Common Stock or a combination of cash and shares of Common Stock equal in value to the
excess of the Fair Market Value of the shares with respect to which the right to purchase is surrendered over the option price therefor (“Stock Appreciation Rights”), on such terms and conditions as the Committee in its sole discretion may
prescribe; provided, that with respect to Stock Appreciation Rights granted to individuals who are subject to Section 16 of the 1934 Act, except as provided in Subparagraph IX(c) hereof, the Committee shall retain final authority (i) to
determine whether a Holder shall be permitted, or (ii) to approve an election by a Holder, to receive cash in full or partial settlement of Stock Appreciation Rights. In the case of any such Stock Appreciation Right that is granted in
connection with an Incentive Stock Option, such right shall be exercisable only when the Fair Market Value of the Common Stock exceeds the price specified therefor in the Option or the portion thereof to be surrendered. The terms and conditions of
the respective Option Agreements need not be identical. 
 (e) Option Price and Payment. The price at which a
share of Common Stock may be purchased upon exercise of an Option shall be determined by the Committee but, subject to adjustment as provided in Paragraph IX, shall not be less than the Fair Market Value of a share of Common Stock on the date such
Option is granted. The option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The purchase price of the Option or portion thereof shall be paid in full in the manner prescribed by the Committee.
Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option which does not constitute an Incentive
Stock Option. 
 (f) Shareholder Rights and Privileges. The Holder shall be entitled to all the privileges and
rights of a shareholder only with respect to such shares of Common Stock as have been purchased under the Option and for which certificates of stock have been registered in the Holder’s name. 
  

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 (g) Options and Rights in Substitution for Stock Options Granted by Other
Corporations. Options and Stock Appreciation Rights may be granted under the Plan from time to time in substitution for stock options held by individuals employed by corporations who become employees as a result of a merger or consolidation
of the employing corporation with the Company or any subsidiary, or the acquisition by the Company or a subsidiary of the assets of the employing corporation, or the acquisition by the Company or a subsidiary of stock of the employing corporation
with the result that such employing corporation becomes a subsidiary. 
 (h) No Repricing. Except as provided
in Paragraph IX, without the approval of the Company’s stockholders the exercise price of an Option or Stock Appreciation Right may not be amended or modified after the grant of the Option or Stock Appreciation Right and an Option or Stock
Appreciation Right may not be surrendered in consideration of, or in exchange for, the grant of a new Option or Stock Appreciation Right having an exercise price below that of the Option or Stock Appreciation Right that was surrendered, Stock, cash,
or any other Award. 
 VIII. RESTRICTED STOCK AWARDS 
 (a) Restrictions To Be Established by the Committee. Shares of Common Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on disposition by the
Holder and an obligation of the Holder to forfeit and surrender the shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion,
and the Committee may provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more performance targets established by the Committee that are based on (1) the price of a share of Common Stock, (2) the
Company’s earnings per share, (3) the Company’s market share, (4) the market share of a business unit of the Company designated by the Committee, (5) the Company’s sales, (6) the sales of a business unit of the
Company designated by the Committee, or (7) the return on stockholders’ equity achieved by the Company, (ii) the Holder’s continued employment with the Company for a specified period of time, (iii) the occurrence of any
event or the satisfaction of any other condition specified by the Committee in its sole discretion or (iv) a combination of any of the foregoing. Each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the
Committee. The Forfeiture Restrictions applicable to a particular Restricted Stock Award shall not be changed except as permitted by Paragraph VIII(b) or Paragraph IX. 
 (b) Other Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Holder of such
Restricted Stock Award. The Holder shall have the right to receive dividends with respect to Common Stock subject to a Restricted Stock Award, to vote Common Stock subject thereto and to enjoy all other shareholder rights, except that (i) the
Holder shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of the stock until the Forfeiture Restrictions have expired (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock
Agreement, shall cause a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion, 

  

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prescribe additional terms, conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the
termination of employment (by retirement, disability, death or otherwise) of a Holder prior to expiration of the Forfeiture Restrictions. Such additional terms, conditions or restrictions shall be set forth in a Restricted Stock Agreement made in
conjunction with the Award. 
 (c) Payment for Restricted Stock. The Committee shall determine the amount and
form of any payment for Common Stock received pursuant to a Restricted Stock Award, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Common Stock received pursuant to a Restricted Stock
Award, except to the extent otherwise required by law. 
 (d) Agreements. At the time any Award is made under
this Paragraph VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate. The terms and provisions of
the respective Restricted Stock Agreements need not be identical. 
 IX. RECAPITALIZATION OR REORGANIZATION 
 (a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the
shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity
securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or
proceeding. 
 (b) The shares with respect to which Options may be granted are shares of Common Stock as presently
constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of
consideration by the Company, the number of shares of Common Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the
purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. Any
fractional share resulting from such adjustment shall be rounded up to the next whole share. 
 (c) If the Company
recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Common Stock covered by an Option theretofore granted shall be adjusted so that such Option
shall thereafter cover the number and class of shares of stock and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the 

  

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Holder had been the holder of record of the number of shares of Common Stock then covered by such Option. If (i) the Company shall not be the surviving
entity in any merger or consolidation (or survives only as a subsidiary of an entity, (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity,
(iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control (including, without limitation,
power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) ten days after the approval by the shareholders of the Company of such merger,
consolidation, reorganization, sale, lease or exchange of assets or dissolution of such election of directors or (y) thirty days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without
the consent or approval of any Holder, shall effect one or more of the following alternatives, which may vary among individual Holders and which may vary among Options held by any individual Holder: (1) accelerate the time at which Options then
outstanding may be exercised so that Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all unexercised Options and
all rights of Holders thereunder shall terminate, (2) require the mandatory surrender to the Company by selected Holders of some or all of the outstanding Options held by such Holders (irrespective of whether such Options are then exercisable
under the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Options and pay to each Holder an amount of cash per share equal to the
excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares subject to such Option over the exercise price(s) under such Options for such shares, (3) make such adjustments to
Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding) or (4) provide
that the number and class of shares of Common Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock or other securities or property (including, without
limitation, cash) to which the Holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution,
the Holder had been the holder of record of the number of shares of Common Stock then covered by such Option. 
 (d) For the
purposes of clause (2) in Subparagraph (c) above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered
to shareholders of the Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the price per share offered to shareholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes
place, or (iii) if such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Options being surrendered are exercisable, as determined by the Committee as of the
date determined by the Committee to be 

  

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the date of cancellation and surrender of such Options. In the event that the consideration offered to shareholders of the Company in any transaction
described in this Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash. 
 (e) In the event of changes in the outstanding Common Stock by reason of recapitalization, reorganizations, mergers, consolidations,
combinations, split-offs, spin-offs, split-ups, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Paragraph IX, any outstanding Awards and any
agreements evidencing such Awards shall be subject to adjustment by the Committee at its discretion as to the number and price of shares of Common Stock or other consideration subject to such Awards. In the event of any such change in the
outstanding Common Stock, the aggregate number of shares available under the Plan (and the aggregate number of shares that may be granted to any one individual) may be appropriately adjusted by the Committee, whose determination shall be conclusive.

 (f) Any adjustment provided for in the above Subparagraphs shall be subject to any required shareholder action.

 (g) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such
shares or other securities and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to Awards theretofore granted or the purchase
price per share, if applicable. 
 (h) Plan provisions to the contrary notwithstanding, with respect to any Restricted Stock
Awards outstanding at the time a Corporate Change as described in Subparagraph (c) above occurs, the Committee may, in its discretion and as of a date determined by the Committee, fully vest any or all Common Stock awarded to the Holder
pursuant to such Restricted Stock Award and then outstanding and, upon such vesting, all restrictions applicable to such Restricted Stock Award shall terminate as of such date. Any action by the Committee pursuant to this Subparagraph may vary among
individual Holders and may vary among the Restricted Stock Awards held by any individual Holder. 
 X. AMENDMENT AND TERMINATION OF THE
PLAN 
 The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for
which Awards have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in any Award theretofore granted may be made which would impair the rights of
the Holder without the consent of the Holder, and provided, further, that the Board may not, without approval of the shareholders, amend the Plan: 
  

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 (a) to increase the maximum number of shares of Common Stock which may be issued on
exercise or surrender of Options or pursuant to Restricted Stock Awards, except as provided in Paragraph IX; or 
 (b)
to change the class of individuals eligible to receive Awards under the Plan. 
 XI. MISCELLANEOUS 
 (a) No Right To An Award. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give
any individual any right to be granted an Option, a right to a Restricted Stock Award, or any other rights hereunder except as may be evidenced by an Option Agreement or a Restricted Stock Agreement duly executed on behalf of the Company, and then
only to the extent and on the terms and conditions expressly set forth therein. The Plan shall be unfunded. The Company shall be not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure
the payment of any Award. 
 (b) No Employment Rights Conferred. Nothing contained in the Plan shall (i) confer
upon any employee any right with respect to continuation of employment with the Company or any subsidiary or (ii) interfere in any way with the right of the Company or any subsidiary to terminate his or her employment at any time. In addition,
for all purposes under the Plan, any reference to the employment of an employee or individual, or the termination thereof, shall be deemed to also include reference to the service of a Director on the Board, or the termination thereof, as
applicable. 
 (c) Other Laws; Withholding. The Company shall not be obligated to issue any Common Stock pursuant to
any Award granted under the Plan at any time when the shares covered by such Award have not been registered under the Securities Act of 1933 and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable
and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance and sale of such shares. No fractional shares of Common Stock shall be
delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its
withholding obligations. 
 (d) No Restriction on Corporate Action. Nothing contained in the Plan shall be construed
to prevent the Company or any subsidiary from taking any corporate action which is deemed by the Company or such subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award
made under the Plan. No employee, Director, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action. 
 (e) Restrictions on Transfer. An Award (other than an Incentive Stock Option, 

  

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which shall be subject to the transfer restrictions set forth in Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the laws of
descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with the consent
of the Committee. 
 (f) Rule 16b-3. It is intended that the Plan and any grant of an Award made to a person
subject to Section 16 of the 1934 Act meet the requirements of Rule 16b-3 so that any transaction under the Plan involving a grant, award, or other acquisition from the Company or disposition to the Company is exempt from Section 16(b) of
the 1934 Act. If any provision of the Plan or any such Award would result in any such transaction not being exempt from Section 16(b) of the 1934 Act, such provision or Award shall be construed or deemed amended so that such transaction will be
exempt from Section 16(b) of the 1934 Act. 
 (g) Governing Law. This Plan shall be construed in accordance with the
laws of the State of Texas, except to the extent that it implicates matters which are the subject of the General Corporation Law of the State of Delaware which matters shall be governed by the latter law. 
  

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