amendedandrestated2014om






                  AMENDMENT AND RESTATEMENT OF THE                                  VECTRUS, INC.                          2014 OMNIBUS INCENTIVE PLAN                              (Effective as of May 7, 2020)                                    ARTICLE I                   ESTABLISHMENT, PURPOSE, AND DURATION  1.1 Establishment.  Vectrus, Inc., an Indiana corporation (hereinafter referred to as the  “Company”), has established an incentive compensation plan known as the Vectrus, Inc. 2014  Omnibus Incentive Plan, as amended and restated (hereinafter referred to as the “Plan”), as set  forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive  Stock Options, Stock Appreciation Rights (SARs), Restricted Stock, Restricted Stock Units and  Other Awards.         The Plan first became effective September 27, 2014 (the “Effective Date”). The Plan  shall remain in effect as provided in Section 1.3 hereof.  1.2    Purpose of the Plan.  The purpose of the Plan is to promote the long-term interests of the  Company and its shareholders by strengthening the Company’s ability to attract and retain  Employees of the Company and its Affiliates and members of the Board of Directors upon  whose judgment, initiative, and efforts the financial success and growth of the business of the  Company largely depend, and to provide an additional incentive for such individuals through  share ownership and other rights that promote and recognize the financial success and growth of  the Company and create value for shareholders.   1.3    Duration of the Plan.  The Plan commenced as of the Effective Date, as described in  Section 1.1 hereof, and shall remain in effect, subject to the right of the Compensation and  Personnel Committee of the Board, (the “Committee”) to amend or terminate the Plan at any  time pursuant to Article 13 hereof, until all Shares subject to it shall have been purchased or  acquired according to the Plan’s provisions.                                       ARTICLE II                                   DEFINITIONS        Whenever used in the Plan, the following terms shall have the meanings set forth below,  and when the meaning is intended, the initial letter of the word shall be capitalized.   2.1 “Acceleration Event” shall be deemed to have occurred, to the extent allowed under  applicable law or regulatory filings, (i) for Awards granted on or after October 6, 2015, as of the  first day that any one or more of the following conditions described in Sections 2.1.1, 2.1.2,  2.1.3, 2.1.4 and 2.1.5 have been satisfied and (ii) for Awards granted prior to October 6, 2015, as  of the first day that any one or more of such conditions have been satisfied, except that a twenty  percent (20%) threshold shall apply instead of thirty percent (30%) in Sections 2.1, 2.1.2 and  2.1.5.                                          1    





 






       2.1.1  a report on Schedule 13D shall be filed with the Securities and Exchange   Commission pursuant to Section 13(d) of the Exchange Act disclosing that any Person, other   than the Company or a Subsidiary or any employee benefit plan sponsored by the Company or a   Subsidiary (or related trust), is the Beneficial Owner directly or indirectly of thirty percent   (30%) or more of the outstanding Shares;          2.1.2  any Person, other than the Company or a Subsidiary, or any employee benefit   plan sponsored by the Company or a Subsidiary (or related trust), shall purchase shares pursuant  to a tender offer or exchange offer to acquire any Shares (or securities convertible into Shares)  for cash, securities or any other consideration, provided that after consummation of the offer, the   Person in question is the Beneficial Owner, directly or indirectly, of thirty percent (30%) or more   of the outstanding Shares (calculated as provided in paragraph (d) of Rule 13d-3 under the   Exchange Act in the case of rights to acquire Shares);         2.1.3  the consummation of:                (a)   any consolidation, business combination or merger involving the  Company, other than a consolidation, business combination or merger involving the Company in  which holders of Shares immediately prior to the consolidation, business combination or merger  (x) hold fifty percent (50%) or more of the combined voting power of the Company (or the  corporation resulting from the consolidation, business combination or merger or the parent of  such corporation) after the merger and (y) have the same proportionate ownership of common  stock of the Company (or the corporation resulting from the consolidation, business combination  or merger or the parent of such corporation), relative to other holders of Shares immediately  prior to the consolidation, business combination or merger, immediately after the consolidation,  business combination or merger as immediately before; or               (b)    any sale, lease, exchange or other transfer (in one transaction or a series of  related transactions) of all or substantially all the assets of the Company;         2.1.4  there shall have been a change in a majority of the members of the Board within a  12-month period unless the election or nomination for election by the Company’s shareholders  of each new director during such 12-month period was approved by the vote of two-thirds of the  directors then still in office who (x) were directors at the beginning of such 12-month period or  (y) whose nomination for election or election as directors was recommended or approved by a  majority of the directors who were directors at the beginning of such 12-month period; or          2.1.5  any Person, other than the Company or a Subsidiary or any employee benefit plan  sponsored by the Company or a Subsidiary (or related trust), becomes the Beneficial Owner of  thirty percent (30%) or more of the Shares.     2.2 “Affiliate” means any Subsidiary and any other Person that directly, or indirectly  through one or more intermediaries, controls, or is controlled by, or is under common control  with, the Person specified.                                           2    





 






2.3 “Award” means, individually or collectively, a grant under this Plan of Nonqualified  Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units,  Converted Awards and Other Awards.   2.4 “Award Agreement” means either (i) an agreement entered into by the Company and a  Participant setting forth the terms and provisions applicable to Awards granted under this Plan,  or (ii) a statement issued by the Company to a Participant describing the terms and conditions of  such Award.   2.5 “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the  General Rules and Regulations under the Exchange Act.   2.6 “Board” or “Board of Directors” means the Board of Directors of the Company.   2.7 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.   2.8 “Committee” means the Compensation and Personnel Committee of the Board.   2.9 “Company” means Vectrus, Inc., an Indiana corporation, and any successor thereto as  provided in Article 15 herein; provided, however, that for purposes of grants made under a  Predecessor Plan, Company shall mean the Predecessor Corporation, as applicable, as the  original grantor.   2.10 “Converted Award” means Nonqualified Stock Options, Incentive Stock Options,  SARs, Restricted Stock, Restricted Stock Units and Other Awards granted in replacement of  awards that were originally granted to a Participant under a Predecessor Plan.   2.11 “Covered Employee” means a Participant who is a “Covered Employee,” as defined in  Code Section 162(m) and the regulations promulgated under Code Section 162(m), or any  successor statute.   2.12 “Director” means any individual who is a member of the Board of Directors.   2.13 “Employee” means any employee of the Company or its Affiliates.   2.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to  time, or any successor act thereto.   2.15  “Fair Market Value” means a price that is based on the opening, closing, actual, high,  low, or average selling prices of a Share on the New York Stock Exchange (“NYSE”) or other  established stock exchange (or exchanges) on the applicable date, the preceding trading day, the  next succeeding trading day, or an average of trading days, as determined by the Committee in  its discretion.         Such definition of Fair Market Value may differ depending on whether Fair Market  Value is in reference to the grant, exercise, vesting, or settlement or payout of an Award. If,  however, the accounting standards used to account for equity awards granted to Participants are  substantially modified subsequent to the Effective Date of the Plan, the Committee shall have the  ability to determine an Award’s Fair Market Value based on the relevant facts and                                         3   





 






 circumstances. If Shares are not traded on an established stock exchange, Fair Market Value   shall be determined by the Committee based on objective criteria.    2.16 “Freestanding SAR” means a SAR that is granted independently of any Options, as   described in Article 7 herein.    2.17  “Full Value Award” means an Award other than an Option granted with an Option Price   equal to at least Fair Market Value on the date of grant or a SAR with a Grant Price equal to at  least Fair Market Value on the date of grant.   2.18   “Grant Price” means the amount to which the Fair Market Value of a Share is compared   pursuant to Section 7.6 to determine the amount of payment that should be made upon exercise   of a SAR.    2.19  “Incentive Stock Option” or “ISO” means an Option that meets the requirements of   Code Section 422, or any successor provision, and that is not designated as a Nonqualified Stock   Option.    2.20       “Insider” means an individual who is, on the relevant date, an officer, Director, or more   than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is   registered pursuant to Section 12 of the Exchange Act, as determined by the Board or the  Committee in accordance with Section 16 of the Exchange Act.   2.21 “Non-Employee Director” means a Director who is not an employee of the Company or  an Affiliate of the Company.  2.22   “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet  the requirements of Code Section 422, or that otherwise does not meet such requirements.   2.23   “Option” means an Incentive Stock Option or a Nonqualified Stock Option to purchase  Shares, as described in Article 6 herein.   2.24   “Option Price” means the price at which a Share may be purchased by a Participant  pursuant to an Option.   2.25   “Other Award” means an Award granted to a Participant pursuant to Article 9 herein.   2.26  “Participant” means an Employee or Director who has been selected to receive an  Award or who has an outstanding Award granted under the Plan.   2.27   “Performance-Based Compensation” means an Award that is qualified as  Performance-Based Compensation under Code Section 162(m).   2.28   “Performance Period” means the period of time during which the performance goals  must be met in order to determine the amount of payout and/or vesting with respect to an Award.   2.29       “Period of Restriction” means the period when Restricted Stock or Restricted Stock  Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement  of performance goals, or upon the occurrence of other events as determined by the Committee, at  its discretion) and transfer restrictions, as provided in Article 8 herein.                                           4    





 






 2.30 “Person” shall have the meaning given in Section 3(a) (9) of the Exchange Act, as   modified and used in Sections 13(d) and 14(d) thereof.    2.31   “Plan Year” means the fiscal year of the Company.    2.32   “Plan” means the Vectrus, Inc. 2014 Omnibus Incentive Plan, as may be amended from  time to time; provided, however, that for purposes of grants made under a Predecessor Plan, Plan  shall mean a Predecessor Plan, as it existed on the date of such grant.   2.33   “Predecessor Corporation” means Exelis Inc. and ITT Corporation.  2.34   “Predecessor Plan” means the Exelis Inc. 2011 Omnibus Incentive Plan and the ITT  2003 Equity Incentive Plan.  2.35   “Restricted Stock” means an Award granted to a Participant pursuant to Article 8  herein.   2.36   “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8  herein.   2.37  “Share” means a share of common stock of the Company, $0.01 par value per share.   2.38   “Stock Appreciation Right” or “SAR” means an Award granted to a Participant  pursuant to Article 7 herein.   2.39       “Subsidiary” means any corporation, partnership, joint venture, limited liability  company, or other entity (other than the Company) in an unbroken chain of entities beginning  with the Company if each of the entities other than the last entity in the unbroken chain owns at  least fifty percent (50%) of the total combined voting power in one of the other entities in such  chain.   2.40   “Tandem SAR” means a SAR that is granted in connection with a related Option  pursuant to Article 7.                                     ARTICLE III                                ADMINISTRATION  3.1 General.  The Committee shall be responsible for administering the Plan. The Committee  may employ attorneys, consultants, accountants, and other persons, and the Committee, the  Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or  valuations of any such persons. All actions taken and all interpretations and determinations made  by the Committee shall be final and binding upon the Participants, the Company, and all other   interested persons.    3.2   Authority of the Committee.  The Committee shall have full and exclusive discretionary   power to interpret the terms and the intent of the Plan and to determine eligibility for Awards and   to adopt such rules, regulations, and guidelines for administering the Plan as the Committee may   deem necessary or proper. Such authority shall include, but not be limited to, selecting Award   recipients, establishing all Award terms and conditions and, subject to Section 4.3 and Article 13,                                          5    





 






 adopting modifications and amendments to the Plan or any Award Agreement, including without   limitation, any that are necessary to comply with the laws of the countries in which the Company   and its Affiliates operate. Notwithstanding the foregoing, the Committee may only accelerate the  vesting, distribution or payout of an Award in connection with an adjustment pursuant to Section  4.3, death, disability or an Acceleration Event.  3.3 Delegation.  The Committee may delegate to one or more of its members or to one or  more agents or advisors such administrative duties as it may deem advisable, and the Committee  or any person to whom it has delegated duties as aforesaid may employ one or more persons to  render advice with respect to any responsibility the Committee or such person may have under   the Plan. The Committee may, by resolution, authorize one or more officers of the Company to   do one or both of the following: (a) designate Employees and Directors to be recipients of   Awards; and (b) determine the size of the Award; provided, however, the Committee shall not   delegate such responsibilities to any such officer for Awards granted to an Employee that is   considered an elected officer of the Company.    3.4 General.  The Committee shall be responsible for administering the Plan. The Committee   may employ attorneys, consultants, accountants, and other persons, and the Committee, the   Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or   valuations of any such persons. All actions taken and all interpretations and determinations made   by the Committee shall be final and binding upon the Participants, the Company, and all other   interested persons.                                     ARTICLE IV             SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS   4.1   Number of Shares Available for Awards.  Subject to adjustment as provided in   Section 4.3 herein, the number of Shares hereby reserved for issuance after December 31, 2014   to Participants under the Plan shall be two million, six hundred twenty-five thousand   (2,625,000).  For purposes of the prior sentence, Shares subject to Converted Awards shall not be   considered available for issuance under the Predecessor Plan. Any Shares related to Awards   (including Converted Awards) that terminate by expiration, forfeiture, cancellation, or otherwise   without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with   the Committee’s permission for Awards not involving Shares, shall be available again for grant   under the Plan. Notwithstanding the foregoing, (a) upon the exercise of a stock-settled Stock   Appreciation Right or net-settled Option, the number of Shares subject to the Award (or portion   of the Award) that is then being exercised shall be counted against the maximum aggregate   number of Shares that may be issued under the Plan as provided above, on the basis of one Share   for every Share subject thereto, regardless of the actual number of Shares issued upon exercise,   (b) any Shares withheld with respect to an Award (or, with respect to Restricted Stock, returned)   in satisfaction of tax withholding obligations shall be counted as Shares issued and (c) any   Shares tendered in satisfaction of tax withholding obligations or an Option exercise price or   repurchased by the Company with proceeds collected in connection with the exercise of an                                           6    





 






Option may not be added back to the maximum aggregate number of Shares that may be issued  under the Plan.        Subject to adjustment as provided in Section 4.3 herein, the number of Shares hereby  reserved for issuance under the Plan for Full Value Awards granted after December 31, 2014  shall not exceed one million two hundred thousand (1,200,000). In addition, any Shares related  to Full Value Awards (including Converted Awards that are Full Value Awards) that terminate  by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are  settled in cash in lieu of Shares, or are exchanged with the Committee’s permission for Awards  not involving Shares, shall be available again for grant of Full Value Awards under the Plan.         All of the reserved Shares may be used as ISOs.         The Shares available for issuance under the Plan may be authorized and unissued Shares  or treasury Shares.         The following limits (“Award Limits”) shall apply to Awards (other than Converted  Awards), dividends and dividend equivalent intended to qualify as Performance-Based  Compensation:        Options:  The maximum aggregate number of Shares that may be granted in the form of        Options, pursuant to any Award granted in any one Plan Year to any one Participant shall       be eight hundred thousand (800,000).              SARs:  The maximum number of Shares that may be granted in the form of Stock       Appreciation Rights, pursuant to any Award granted in any one Plan Year to any one       Participant shall be eight hundred thousand (800,000).              Restricted Stock or Restricted Stock Units:  The maximum aggregate grant with respect to        Awards of Restricted Stock or Restricted Stock Units granted in any one Plan Year to any        one Participant shall be four hundred thirty thousand (430,000).                Other Awards:  The maximum aggregate number of Shares with respect to which Other       Awards may be granted in any one Plan Year to any one Participant shall be four hundred       thirty thousand (430,000) and the maximum aggregate cash that may be payable with        respect to Other Awards granted in any one Plan Year to any one Participant shall be six       million ($6,000,000) dollars.              Dividends and Dividend Equivalents:  The maximum aggregate value of cash dividends       (other than large, nonrecurring cash dividends) or dividend equivalents that any one        Participant may receive pursuant to Awards in any one Plan Year shall not exceed one        million, five hundred thousand ($1,500,000) dollars.   4.2   Non-Employee Director Limitations.  The maximum grant date fair value of Awards  granted during a single fiscal year to any Non-Employee Director, together with all cash fees  paid during the fiscal year in respect of the Non-Employee Director’s service as a member of the                                         7   





 






 Board and any Board committees, shall not exceed $500,000 in total value (calculating the value   of any such Awards based on the grant date fair value of such Awards for financial reporting  purposes).  4.3   Adjustments in Authorized Shares.  In the event of any equity restructuring (within the   meaning of FASB Accounting Standards Codification (ASC) 718 (formerly FAS 123R) that  causes the per share value of Shares to change, such as a stock dividend, stock split, spin off,  rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee   shall cause there to be made an equitable adjustment to: (a) the number and, if applicable, kind of  shares that may be issued under the Plan or pursuant to any type of Award under the Plan, (b) the  Award Limits, (c) the number and, if applicable, kind of shares subject to outstanding Awards  and (d) as applicable, the Option Price or Grant Price of any then outstanding Awards. In the  event of any other change in corporate structure or capitalization, such as a merger,  consolidation, any reorganization (whether or not such reorganization comes within the  definition of such term in Section 368 of the Code) or any partial or complete liquidation of the  Company, the Committee, in its sole discretion, in order to prevent dilution or enlargement of  Participants’ rights under the Plan, shall cause there to be made such equitable adjustments  described in the foregoing sentence. Any fractional shares resulting from adjustments made  pursuant to this Section 4.3 shall be eliminated. Any adjustment made pursuant to this  Section 4.3 shall be conclusive and binding for all purposes of the Plan.          Except to the extent it would unintentionally cause Performance Based Compensation to   fail to qualify for the performance based exception to Code Section 162(m), appropriate   adjustments may also be made by the Committee in the terms of any Awards under the Plan to   reflect such changes or distributions and to modify any other terms of outstanding Awards on an   equitable basis, including modifications of performance goals and changes in the length of   Performance Periods. The determination of the Committee as to the foregoing adjustments, if   any, shall be conclusive and binding on Participants under the Plan.          Subject to the provisions of Article 12, without affecting the number of Shares reserved   or available hereunder, the Committee may authorize the issuance or assumption of benefits   under this Plan in connection with any merger, consolidation, acquisition of property or stock,   share exchange, amalgamation, reorganization or similar transaction upon such terms and   conditions as it may deem appropriate; provided, however, that no such issuance or assumption   shall be made without affecting the number of Shares reserved or available hereunder if it would  prevent the granting of ISOs under the Plan.   4.4    Minimum Vesting for Equity Awards.  Except in the event of the death, disability or,  for Awards granted prior to May 13, 2016, retirement of the Employee, a Converted Award or   replacement of an Award, or in connection with an adjustment pursuant to Section 4.3 or an   Acceleration Event, Awards granted to an Employee under the Plan shall be subject to a   minimum vesting period of one year.  Notwithstanding the foregoing, the Committee may grant   Awards without the above-described minimum vesting requirements, or may permit and  authorize acceleration of vesting of Awards otherwise subject to the above-described minimum                                           8    





 






vesting requirements, with respect to Awards covering 5% or fewer of the total number of Shares  authorized under the Plan.                                    ARTICLE V                       ELIGIBILITY AND PARTICIPATION  5.1 Eligibility.  Individuals eligible to participate in this Plan include all Employees and  Directors.   5.2 Actual Participation.  Subject to the provisions of the Plan, the Committee may, from  time to time, select from all eligible individuals, those to whom Awards shall be granted and  shall determine the form and amount of each Award.   5.3 Prior Participation.  Notwithstanding any other provision of the Plan to the contrary, all  prior service and participation by a Participant with a Predecessor Corporation shall be credited  in full towards a Participant’s service and participation with the Company.                                    ARTICLE VI                                STOCK OPTIONS  6.1 Grant of Options.  Subject to the terms and provisions of the Plan, Options may be  granted to Participants in such number, and upon such terms, and at any time and from time to  time as shall be determined by the Committee.         ISOs may not be granted following the ten-year (10) anniversary of the date the Plan was  last approved by shareholders in a manner that satisfies the shareholder approval requirements  applicable to ISOs. ISOs may be granted only to Employees.   6.2 Award Agreement.  Each Option grant shall be evidenced by an Award Agreement that  shall specify the Option Price, the duration of the Option, the number of Shares to which the  Option pertains, the conditions upon which an Option shall become vested and exercisable, and  such other provisions as the Committee shall determine which are not inconsistent with the terms  of the Plan. The Award Agreement also shall specify whether the Option is intended to be an  ISO or an NQSO.   6.3 Option Price.  The Option Price for each grant of an Option under this Plan shall be as  determined by the Committee; provided, however, the Option Price shall not be less than one  hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.   6.4   Duration of Options.  Each Option granted to a Participant shall expire at such time as  the Committee shall determine at the time of grant; provided, however, no Option shall be  exercisable later than the tenth (10th) anniversary of its grant.   6.5 Exercise of Options.  Options granted under this Article 6 shall be exercisable at such  times and be subject to such terms and conditions as the Committee shall in each instance  approve, which need not be the same for each grant or for each Participant.                                           9   





 






6.6 Payment.  Options granted under this Article 6 shall be exercised by the delivery of  notice of exercise to an agent designated by the Company or by complying with any alternative  procedures which may be authorized by the Committee, setting forth the number of Shares with  respect to which the Option is to be exercised.         A condition of the issuance of the Shares as to which an Option shall be exercised shall  be the payment of the Option Price. The Option may be exercised (and the Option Price may be  satisfied) by (a) delivering cash or its equivalent, (b) tendering (either by actual delivery or  attestation) previously acquired Shares having an aggregate Fair Market Value at the time of  exercise equal to the Option Price, (c) broker-assisted cashless exercise, (d) net exercise, (e) a  combination of the foregoing or (f) by any other method approved by the Committee in its sole  discretion. The Committee shall determine acceptable methods for tendering Shares as payment  upon exercise of an Option and may impose such limitations and prohibitions on the use of  Shares to exercise an Option as it deems appropriate.         Subject to any governing rules or regulations, as soon as practicable after receipt of  written notification of exercise and full payment (including satisfaction of any applicable tax  withholding), the Company shall deliver to the Participant evidence of book entry Shares, or  upon the Participant’s request, Share certificates in an appropriate amount based upon the  number of Shares purchased under the Option(s).         Unless otherwise determined by the Committee, all payments under the methods  indicated above shall be paid in United States dollars.   6.7   Restrictions on Share Transferability.  The Committee may impose such restrictions  on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it  may deem advisable, including, without limitation, restrictions under applicable federal  securities laws, under the requirements of any stock exchange or market upon which such Shares  are then listed and/or traded, and under any blue sky or state securities laws applicable to such  Shares.   6.8   Termination of Employment or Service as a Director.  The impact of a termination of  a Participant’s employment on an Option’s vesting and exercise period shall be determined by  the Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be  uniform among Option grants or Participants. The impact of a termination on a Participant’s  service as a Director on an Option’s vesting and exercise period shall be determined by the  Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform  among Option grants or Participants.   6.9  Transferability of Options.  During his or her lifetime, only the Participant shall have  the right to exercise the Options. After the Participant’s death, the Participant’s estate or  beneficiary shall have the right to exercise such Options.        Incentive Stock Options.  No ISO granted under the Plan may be sold, transferred,        pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the        laws of descent and distribution.                                          10   





 






               Nonqualified Stock Options.  Except as otherwise provided in a Participant’s Award         Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged,         assigned, or otherwise alienated or hypothecated, other than by will or by the laws of         descent and distribution. Under no circumstances may an NQSO be transferable for value         or consideration.    6.10  Notification of Disqualifying Disposition.  If any Participant shall make any disposition   of Shares issued pursuant to the exercise of an ISO under the circumstances described in   Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall   notify the Company of such disposition within ten (10) days thereof.                                   ARTICLE VII                          STOCK APPRECIATION RIGHTS  7.1    Grant of SARs.  Subject to the terms and conditions of the Plan, SARs may be granted  to Participants at any time and from time to time as shall be determined by the Committee. The  Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of  SARs.         Subject to the terms and conditions of the Plan, the Committee shall have complete  discretion in determining the number of SARs granted to each Participant and, consistent with  the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.         The SAR Grant Price for each grant of a Freestanding SAR shall be determined by the  Committee and shall be specified in the Award Agreement. The SAR Grant Price shall not be  less than one hundred percent (100%) of the Fair Market Value of a Share on the date the SAR is  granted. The Grant Price of Tandem SARs shall be equal to the Option Price of the related  Option.   7.2 SAR Agreement.  Each SAR Award shall be evidenced by an Award Agreement that  shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee  shall determine.   7.3    Term of SAR.  The term of a SAR granted under the Plan shall be determined by the  Committee, in its sole discretion, provided that, no SAR shall be exercisable later than the tenth  (10th) anniversary of its grant.     7.4    Exercise of Freestanding SARs.  Freestanding SARs may be exercised upon whatever  terms and conditions the Committee, in its sole discretion, imposes upon them; provided,  however, such terms and conditions shall be subject to Section 7.1 as to grant price and  Section 7.3 as to the term of the SAR.   7.5    Exercise of Tandem SARs.  Tandem SARs may be exercised for all or part of the Shares  subject to the related Option upon the surrender of the right to exercise the equivalent portion of                                          11    





 






the related Option. A Tandem SAR may be exercised only with respect to the Shares for which  its related Option is then exercisable.         Notwithstanding any other provision of this Plan to the contrary, with respect to a  Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than  the expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR  may be for no more than one hundred percent (100%) of the difference between the Option Price  of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at  the time the Tandem SAR is exercised; and (c) the Tandem SAR may be exercised only when  the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.   7.6 Payment of SAR Amount.  Upon the exercise of a SAR, a Participant shall be entitled to  receive payment from the Company in an amount determined by multiplying:        The difference between the Fair Market Value of a Share on the date of exercise over the        Grant Price; by        The number of Shares with respect to which the SAR is exercised.         At the discretion of the Committee, the payment upon a SAR exercise may be in cash, in  Shares of equivalent value, in some combination thereof, or in any other manner approved by the  Committee at its sole discretion. The Committee’s determination regarding the form of SAR  payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.   7.7   Termination of Employment or Service as a Director.  The impact of a termination of  a Participant’s employment on a SAR’s vesting and exercise period shall be determined by the  Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform  among SAR grants or Participants. The impact of a termination on a Participant’s service as a  Director on a SAR’s vesting and exercise period shall be determined by the Committee, in its  sole discretion, in the Participant’s Award Agreement, and need not be uniform among SAR  grants or Participants.   7.8  Nontransferability of SARs.  Except as otherwise provided in a Participant’s Award  Agreement, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or  otherwise alienated or hypothecated, other than by will or by the laws of descent and  distribution. Under no circumstances may a SAR be transferable for value or consideration.  Further, except as otherwise provided in a Participant’s Award Agreement, all SARs granted to a  Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.   7.9 Other Restrictions.  The Committee shall impose such other conditions and/or  restrictions on any Shares received upon exercise of a SAR granted pursuant to the Plan as it  may deem advisable. This includes, but is not limited to, requiring the Participant to hold the  Shares received upon exercise of a SAR for a specified period of time.                                                12   





 






                                ARTICLE VIII              RESTRICTED STOCK AND RESTRICTED STOCK UNITS  8.1   Grant of Restricted Stock or Restricted Stock Units.  Subject to the terms and  conditions of the Plan, the Committee, at any time and from time to time, may grant Shares of  Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee  shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares  are actually awarded to the Participant on the date of grant.   8.2   Restricted Stock or Restricted Stock Unit Agreement.  Each Restricted Stock and/or  Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the  Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted  Stock Units granted, and such other provisions as the Committee shall determine.   8.3 Transferability.  Except as provided in this Article 8, the Shares of Restricted Stock  and/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or  otherwise alienated or hypothecated until the end of the applicable Period of Restriction  established by the Committee and specified in the Award Agreement (and in the case of  Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction of  any other conditions, as specified by the Committee, in its sole discretion, and set forth in the  Award Agreement.   8.4 Other Restrictions.  The Committee shall impose such other conditions and/or  restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to the  Plan as it may deem advisable including, without limitation, a requirement that Participants pay a  stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit,  restrictions based upon the achievement of specific performance goals, time-based restrictions on  vesting following the attainment of the performance goals, time-based restrictions, and/or  restrictions under applicable federal or state securities laws.         To the extent deemed appropriate by the Committee, the Company may retain the  certificates representing Shares of Restricted Stock in the Company’s possession until such time  as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.        Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by  each Restricted Stock Award shall become freely transferable by the Participant after all  conditions and restrictions applicable to such Shares have been satisfied or lapse (including  satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be  paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion  shall determine.   8.5 Voting Rights.  To the extent permitted or required by law, as determined by the  Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted  the right to exercise full voting rights with respect to those Shares during the Period of  Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units  granted hereunder.                                          13   





 






 8.6   Dividends and Other Distributions.  During the Period of Restriction, Participants   holding Shares of Restricted Stock or Restricted Stock Units granted hereunder may, if the  Committee so determines, be credited with dividends paid with respect to the underlying Shares  or dividend equivalents while they are so held in a manner determined by the Committee in its  sole discretion. The Committee may apply any restrictions to the dividends or dividend  equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may  determine the time and form of payment of dividends or dividend equivalents, including cash,  Shares, Restricted Stock, or Restricted Stock Units; provided, however, that if dividends or  dividend equivalents are granted with respect to any Shares of Restricted Stock or Restricted  Share Units that are subject to performance goals, the dividends or dividend equivalents shall be  accumulated or reinvested and paid following the time such performance goals are met, as set  forth by the Committee in the applicable Award Agreement.   8.7    Termination of Employment or Service as a Director.  The impact of a termination of   a Participant’s employment on a Restricted Stock or Restricted Stock Unit’s vesting and  settlement shall be determined by the Committee, in its sole discretion, in the Participant’s   Award Agreement, and need not be uniform among Restricted Stock or Restricted Stock Unit   grants or Participants. The impact of a termination of a Participant’s service as a Director on a   Restricted Stock or Restricted Stock Unit’s vesting and settlement shall be determined by the   Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform  among Restricted Stock or Restricted Stock Unit grants or Participants.    8.8   Section 83(b) Election.  The Committee may provide in an Award Agreement that the   Award of Restricted Stock is conditioned upon the Participant making or refraining from making   an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an  election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the  Participant shall be required to file promptly a copy of such election with the Company.                                    ARTICLE IX                                 OTHER AWARDS        The Committee may grant Other Awards, which may include, without limitation,  unrestricted Shares, the payment of Shares in lieu of cash, the payment of cash based on  attainment of Performance Goals, service conditions or other goals established by the Committee   and the payment of Shares in lieu of cash under other Company incentive or bonus programs.   Payment under or settlement of any such Other Awards shall be made in such manner, at such   times and subject to such terms and conditions as the Committee may determine.                                    ARTICLE X                            PERFORMANCE MEASURES         The performance goals applicable to an Award may be based on one or more   performance measures selected by the Committee in its sole discretion.  As the Committee may   deem appropriate, performance measure(s) may relate to the performance of the Company or an   Affiliate as a whole, any business unit of the Company or an Affiliate or any combination                                          14    





 






 thereof, and performance may be measured in absolute terms or as compared to the performance   of one or more other companies or an index (including a stock market index). The Committee   also has the authority to provide for accelerated vesting of any Award based on the achievement   of performance goals.  Awards that are intended to qualify as Performance-Based Compensation,   and that are held by Covered Employees, may not be adjusted upward. The Committee shall   retain the discretion to adjust such Awards downward.                                     ARTICLE XI                            RIGHTS OF PARTICIPANTS   11.1 Employment.  Nothing in the Plan or an Award Agreement shall interfere with or limit   in any way the right of the Company and/or its Affiliates to terminate any Participant’s   employment or of the Board of Directors to terminate service as a Director at any time or for any   reason not prohibited by law, nor confer upon any Participant any right to continue his or her   employment or service as a Director for any specified period of time.          Neither an Award nor any benefits arising under this Plan shall constitute an employment   contract with the Company and, accordingly, subject to Article 3 and Section 13.1, this Plan and   the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the   Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or   its Subsidiaries.    11.2 Participation.  No individual shall have the right to be selected to receive an Award   under this Plan, or, having been so selected, to be selected to receive a future Award.   11.3   Rights as a Shareholder.  Except as otherwise provided in Article 8 of the Plan or in an   Award Agreement, a Participant shall have none of the rights of a shareholder with respect to   Shares covered by any Award until the Participant becomes the record holder of such Shares.                                    ARTICLE XII                              ACCELERATION EVENT  The Compensation Committee shall specify in each Participant’s Award Agreement the  treatment of outstanding Awards upon an Acceleration Event; provided that any Converted  Award will continue to apply the definition of “change in control” or “acceleration event” as  provided in the Predecessor Plan under which such Converted Award was originally granted.  Notwithstanding anything in the Plan to the contrary, no award agreement shall provide for an  acceleration of (i) vesting or (ii) distribution or payout of an Award unless there is both an  Acceleration Event (or “change in control” or “acceleration event” in the case of Converted  Awards) and a qualifying termination of employment or service.                                   ARTICLE XIII         AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION   13.1  Amendment, Modification, Suspension, and Termination.  Subject to Sections 3.2, 4.3   and 13.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend,                                          15    





 






 or terminate the Plan and any Award Agreement in whole or in part; provided, however, that,   except for a change or adjustment made pursuant to Section 4.3, no Option Price of an   outstanding Option or Grant Price of an outstanding SAR shall be reduced (whether through  amendment, cancellation or replacement of Awards with other Awards or other payments of cash  or property) without shareholder approval.   13.2   Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring  Events.  The Committee may make adjustments in the terms and conditions of, and the criteria  included in, Awards in recognition of unusual or nonrecurring events (including, without  limitation, the events described in Section 4.3 hereof) affecting the Company or the financial  statements of the Company or of changes in applicable laws, regulations, or accounting  principles, whenever the Committee determines that such adjustments are appropriate in order to  prevent unintended dilution or enlargement of the benefits or potential benefits intended to be   made available under the Plan. The determination of the Committee as to the foregoing   adjustments, if any, shall be conclusive and binding on Participants under the Plan.   13.3  Awards Previously Granted.  Notwithstanding any other provision of the Plan to the   contrary, no termination, amendment, suspension, or modification of the Plan or an Award  Agreement shall adversely affect in any material way any Award previously granted under the  Plan, without the written consent of the Participant holding such Award, unless otherwise  required by law.                                    ARTICLE XIV                                  WITHHOLDING  14.1 Tax Withholding.  The Company shall have the power and the right to deduct or  withhold, or require a Participant to remit to the Company, the minimum statutory amount to  satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be  withheld with respect to any taxable event arising as a result of this Plan.   14.2 Share Withholding.  With respect to withholding required upon the exercise of Options,  or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or any  other taxable event arising as a result of Awards granted hereunder, Participants may elect,  subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in  part, by having the Company withhold Shares having a Fair Market Value on the date the tax is  to be determined equal to the minimum statutory total tax that could be imposed on the  transaction. All such elections shall be irrevocable, made in writing, and signed by the  Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole  discretion, deems appropriate.                                   ARTICLE XV                                   SUCCESSORS        All obligations of the Company under the Plan with respect to Awards granted hereunder  shall be binding on any successor to the Company, whether the existence of such successor is the                                          16    





 






 result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially   all of the business and/or assets of the Company.                                    ARTICLE XVI                              GENERAL PROVISIONS  16.1 Forfeiture Events.  The Committee may specify in an Award Agreement that the  Participant’s rights, payments, and benefits with respect to an Award shall be subject to  reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified  events, in addition to any otherwise applicable vesting or performance conditions of an Award.  Such events shall include, but shall not be limited to, termination of employment for cause,  violation of material Company and/or Affiliate policies, breach of noncompetition,   confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct  by the Participant that is detrimental to the business or reputation of the Company and/or its  Affiliates.   16.2 Legend.  The certificates for Shares may include any legend which the Committee deems  appropriate to reflect any restrictions on transfer of such Shares.   16.3  Gender and Number.  Except where otherwise indicated by the context, any masculine  term used herein also shall include the feminine, the plural shall include the singular, and the  singular shall include the plural.   16.4 Severability.  In the event any provision of the Plan shall be held illegal or invalid for  any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the  Plan shall be construed and enforced as if the illegal or invalid provision had not been included.   16.5  Requirements of Law.  The granting of Awards and the issuance of Shares under the  Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any  governmental agencies or national securities exchanges as may be required.   16.6   Securities Law Compliance.  With respect to Insiders, transactions under this Plan are  intended to comply with all applicable conditions of Rule 16b-3 or its successor under the  Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so  comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable  by the Committee.   16.7  Registration and Listing.  The Company may use reasonable endeavors to register  Shares allotted pursuant to the exercise of an Award with the United States Securities and  Exchange Commission or to effect compliance with the registration, qualification, and listing   requirements of any national securities laws, stock exchange, or automated quotation system.    16.8 Delivery of Title.  The Company shall have no obligation to issue or deliver evidence of   title for Shares issued under the Plan prior to:         Obtaining any approvals from governmental agencies that the Company determines are         necessary or advisable; and                                           17    





 






      Completion of any registration or other qualification of the Shares under any applicable        national or foreign law or ruling of any governmental body that the Company determines        to be necessary or advisable.   16.9   Inability to Obtain Authority.  The inability of the Company to obtain authority from  any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to  be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company  of any liability in respect of the failure to issue or sell such Shares as to which such requisite  authority shall not have been obtained.   16.10  Employees or Directors Based Outside of the United States.  Notwithstanding any  provision of the Plan to the contrary, in order to comply with the laws in other countries in which  the Company and its Affiliates operate or have Employees or Directors, the Committee, in its  sole discretion, shall have the power and authority to:        Determine which Affiliates shall be covered by the Plan;                Determine which Employees and/or Directors outside the United States are eligible to        participate in the Plan;                Modify the administrative terms and conditions of any Award granted to Employees        and/or Directors outside the United States to comply with applicable foreign laws;                Establish subplans and modify exercise procedures and other terms and procedures, to the        extent such actions may be necessary or advisable. Any subplans and modifications to        Plan terms and procedures established under this Section 16.10 by the Committee shall be        attached to this Plan document as appendices; and                Take any action, before or after an Award is made, that it deems advisable to obtain        approval or comply with any necessary local government regulatory exemptions or        approvals.                Notwithstanding the above, the Committee may not take any actions hereunder, and no        Awards shall be granted, that would violate the Exchange Act, the Code, any securities        law, or governing statute or any other applicable law.   16.11 Uncertificated Shares.  To the extent that the Plan provides for issuance of certificates  to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated  basis, to the extent not prohibited by applicable law or the rules of any stock exchange.   16.12 Unfunded Plan.  Participants shall have no right, title, or interest whatsoever in or to any  investments that the Company may make to aid it in meeting its obligations under the Plan.  Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be  construed to create a trust of any kind, or a fiduciary relationship between the Company and any  Participant, beneficiary, legal representative, or any other person. To the extent that any person                                          18    





 






acquires a right to receive payments from the Company under the Plan, such right shall be no  greater than the right of an unsecured general creditor of the Company. All payments to be made  hereunder shall be paid from the general funds of the Company and no special or separate fund  shall be established and no segregation of assets shall be made to assure payment of such  amounts except as expressly set forth in the Plan. The Plan is not subject to ERISA.   16.13  No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant to the  Plan or any Award. The Committee shall determine whether cash, Awards, or other property  shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights  thereto shall be forfeited or otherwise eliminated.   16.14  Retirement and Welfare Plans.  The value of compensation paid under this Plan will  not be included as “compensation” for purposes of computing the benefits payable to any  participant under the Company’s retirement plans (both qualified and non-qualified) or welfare  benefit plans unless such other plan expressly provides that such compensation shall be taken  into account in computing a participant’s benefit.   16.15 Governing Law.  The Plan and each Award Agreement shall be governed by the laws of  the State of New York, excluding any conflicts or choice of law rule or principle that might  otherwise refer construction or interpretation of the Plan to the substantive law of another  jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under  the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state  courts of New York, to resolve any and all issues that may arise out of or relate to the Plan or any  related Award Agreement.   16.16  Clawback, Repayment or Recapture Policy.  Notwithstanding anything to the contrary,  to the extent allowed under applicable law or regulatory filings, unless otherwise determined by  the Committee, all Awards granted under the Plan, and any related payments made under the  Plan, shall be subject to the requirements of any applicable clawback, repayment or recapture  policy implemented by the Company, including any such policy adopted to comply with  applicable law (including without limitation the Dodd-Frank Wall Street Report and Consumer  Protection Act) or securities exchange listing standards and any rules or regulations promulgated  thereunder, to the extent set forth in such policy and/or in any notice or agreement relating to an  Award or payment under the Plan.                                                      19