EVEREST
RE GROUP, LTD.

2020 STOCK INCENTIVE PLAN


Section 1.   Establishment and
Purpose


The purpose of the Everest Re
Group, Ltd. 2020 Stock Incentive Plan (the “Plan”) is to benefit the
Corporation, its Subsidiaries, and its shareholders by encouraging high levels
of performance by individuals who are key to the success of the Corporation and
its Subsidiaries and to enable the Corporation and its Subsidiaries to attract,
motivate and retain talented and experienced individuals essential to their
success. This is to be accomplished by providing such eligible individuals an
opportunity to obtain or increase their proprietary interest in the
Corporation’s performance and by providing such individuals with additional
incentives to remain with the Corporation and its Subsidiaries.


Section 2.   Definitions


The following terms,
used herein, shall have the meaning specified:


(a)  “Award”  means any award
or benefit granted under the terms of the Plan.


(b)  “Award Agreement” means
an agreement described in Section 6 hereof entered into between the Corporation
and a Participant, setting forth the terms and conditions applicable to the
Award granted to the Participant.


(c)  “Board of Directors”
means the Board of Directors of the Corporation as it may be comprised from
time to time.


(d)  “Code”  means the
Internal Revenue Code of 1986, and any successor statute, and the regulations
promulgated thereunder, as it or they may be amended from time to time.


(e)  “Committee”  means the
Committee as defined in Section 8.


(f)  “Corporation”  means
Everest Re Group, Ltd., and any successor corporation.


(g)  “Effective Date” means
the Effective Date as defined in Section 15.


(h)  “Employee”  means
officers and other key employees of the Corporation or a Subsidiary, and
excludes directors who are not also employees of the Corporation or a
Subsidiary. “Employee” includes consultants and advisors that provide bona
fide services to the Corporation or a Subsidiary, provided that such
services are not in connection with the offer or sale of securities of the
Corporation or a Subsidiary in a capital-raising transaction.


(i)   “Exchange Act” means
the Securities Exchange Act of 1934, and any successor statute, as it may be
amended from time to time.


(j)   “Exercise Price” means
a purchase or exercise price established by the Committee at the time an Option
or an SAR is granted.


(k)  “Fair Market Value”
means, unless otherwise provided in the Award Agreement, the average of the
highest and lowest sale price of the Stock as reported on the Composite Transaction
Tape of the New York Stock Exchange (or on such other exchange, if any, on
which the Stock is traded) on the relevant date, or if no sale of the Stock is
reported for such date, the next preceding day for which there is a reported
sale. If the Stock is not traded on any such exchange, Fair Market Value shall
be as determined in the Award Agreement, or as may be determined in good faith
by the Committee.


(l)   “Incentive Stock Option”
means an option that is intended to satisfy the requirements applicable to an
“incentive stock option” described in Section 422(b) of the Code.





   

 1 











 





(m) “Insider”
means any person who is subject to “Section 16.”


(n)  “Option” 
means an Award granted under the Plan that entitles the Participant, for a
certain period of time, to purchase shares of Stock at an Exercise Price
established by the Committee.


(o)  “Participant” means any
Employee who has been granted an Award pursuant to this Plan.


(p)  “Section 16” means
Section 16 of the Exchange Act, and any successor statutory provision, and the
rules promulgated thereunder, as it or they may be amended from time to time.


(q)  “Stock” means shares of
common stock (class of common shares) of the Corporation, par value $.01
per share, or any security of the Corporation issued in substitution, exchange
or lieu thereof.


(r)  “Subsidiary” means any
corporation in which the Corporation, directly or indirectly, controls 50% or
more of the total combined voting power of all classes of such corporation’s
stock.


(s)  “Ten-percent Shareholder”
means any person who owns, directly or indirectly, on the relevant date
securities representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation or of its parent or
Subsidiary. For purposes of applying the foregoing ten percent (10%)
limitation, the rules of Code Section 424(d) shall apply.


Section 3.   Eligibility


Persons eligible for Awards shall
consist of Employees who hold positions of significant responsibilities with
the Corporation and/or a Subsidiary or whose performance or potential
contribution, in the judgment of the Committee, will benefit the future success
of the Corporation and/or a Subsidiary.


Section 4.   Awards


The Committee may
grant any of the types of Awards enumerated in paragraphs (a) through (d) of
this Section 4, either singly, in tandem or in combination with other types of
Awards, as the Committee may in its sole discretion determine:


(a)  Non-qualified Stock
Options. The grant of an Option entitles the Participant to purchase a
specific number of shares of Stock at an Exercise Price established by the
Committee. Any Option granted under this Section 4 may either be an incentive
stock option or a non-qualified stock option. A Non-qualified Stock Option is
an Option that is not intended to be an “incentive stock option” as described
in section 422(b) of the Code. All Non-qualified Stock Options granted under
the Plan shall expire not later than ten (10) years after grant, and shall have
an Exercise Price equal to 100% of the Fair Market Value of the Stock on the
date the option is granted.


(b)  Incentive
Stock Options. An Incentive Stock Option is an Option that is intended to
satisfy the requirements applicable to an “incentive stock option” as described
in section 422(b) of the Code. All Incentive Stock Options granted under the
Plan shall be subject to the following:


(i)   The aggregate fair market
value (determined at the time of the grant of the Award) of the shares of Stock
subject to Incentive Stock Options which are exercisable by one person for the
first time during a particular calendar year shall not exceed $100,000.


(ii)  No Incentive Stock Option may
be granted under this Plan on or after the tenth anniversary of the date this
Plan is adopted, or the date this Plan is approved by shareholders, whichever
is earlier.


(iii) No Incentive Stock Option may be exercisable
more than:


A.  in the case of an Employee who
is not a Ten-Percent Shareholder on the date that the option is granted, ten
(10) years after the date the option is granted, and


B.   in the case of an Employee who
is a Ten-Percent Shareholder on the date the option is granted, five (5) years
after the date the option is granted.





   

 2 











 





(iv) The exercise price of any
Incentive Stock Option shall be no less than:


A. in the case of an
Employee who is not a Ten-Percent Shareholder on the date that the option is
granted, the Fair Market Value of the Stock subject to the option on such date;
and


B. in the case of an
Employee who is a Ten-Percent Shareholder on the date that the option is
granted, 110% of the Fair Market Value of the Stock subject to the option on
such date.


(v)  No Incentive Stock Option
shall be granted to an individual who is an Employee by virtue of being a
consultant or advisor.


(c)  Stock
Appreciation Rights. A stock appreciation right (“SAR”) is a right to
receive, upon surrender of the right, an amount payable in cash or in shares of
Stock, which may be Restricted Stock.


(i)   The amount payable with
respect to each SAR shall be equal in value to the excess, if any, of the Fair
Market Value of a specified number of shares of Stock on the exercise date (or
on such other date or dates set forth in the Award Agreement) over the Exercise
Price relative to such shares, as may be established by the Committee. All SARs
granted under the Plan shall expire not later than ten (10) years after grant,
and shall have an Exercise Price equal to 100% of the Fair Market Value of the
Stock on the date the SAR is granted.


(ii)  In the case of an SAR granted
with respect to an Incentive Stock Option to an Employee who is a Ten-Percent
Shareholder on the date of such Award, the Exercise Price shall not be less
than 110% of the Fair Market Value of a share of Stock on the date the Award is
made.


(d)  Restricted
Stock and Stock Awards.


(i)   Restricted Stock is Stock
that is issued to a Participant and is subject to a substantial risk of
forfeiture or other restrictions on transfer and/or such other restrictions on
incidents of ownership as the Committee may determine, where such restrictions
will lapse upon achievement of one or more goals relating to the completion of
services by the Participant or achievement of other objectives as may be
determined by the Committee. A certificate for the shares of Restricted Stock,
which certificate shall be registered in the name of the Participant, shall
bear an appropriate restrictive legend and shall be subject to appropriate
stop-transfer orders; provided, that the certificates representing shares of
Restricted Stock shall be held in custody by the Corporation until the
restrictions relating thereto otherwise lapse, and; provided further, that the
Participant shall deliver to the Corporation a stock power endorsed in blank
relating to the Restricted Stock as soon as practicable following the date of grant.


(ii)  Stock Awards shall be any
compensation grant to a Participant that provides for payment to a Participant
in shares of Stock.


(iii) Restricted Stock and Stock
Awards may be issued at the time of grant, upon the exercise of an SAR, Option
or other right, as payment of a bonus, as payment of any other compensation
obligations, upon the occurrence of a future event, at a specified time in the
future or as otherwise determined by the Committee. The period during which
Restricted Stock is subject to restrictions may commence prior to the actual
transfer of Restricted Stock to a Participant if so specified in the Award
Agreement.


(e)  Performance Stock Awards.
Performance Stock is the grant of Restricted Stock or Stock Award as described
in subsection  4(d), above, that, in addition to being subject to any
other such conditions, restrictions and contingencies determined by the
Committee, is subject to a substantial risk of forfeiture contingent upon the
achievement of performance objectives during a specified period and that is
subject to a risk of forfeiture or other restrictions that will lapse upon the
achievement of one or more goals relating to completion of service by the
Participant or achievement of performance or other objectives, as determined by
the Committee.


(f)  Payment of
Option Exercise Price. The payment of the Exercise Price of an Option
granted under this Section 4 shall be subject to the following:


(i)   Subject to the following
provisions of this subsection 4(f), the full Exercise Price for shares of stock
purchased on the exercise of an Option shall be paid at the time of such
exercise.





   

 3 











 





(ii)  The
Exercise Price of the Stock subject to the Option may be paid in cash. At the
discretion of the Committee, the purchase price may also be paid by the tender,
by actual delivery of shares or by attestation, of Stock owned for at least six
months by the holder of the option (the value of such Stock shall be its Fair
Market Value on the date of exercise), through a combination of Stock and cash,
or through such other means as the Committee determines are consistent with the
Plan’s purpose and applicable law. No fractional shares of Stock will be issued
or accepted.


(iii) In accordance with a cashless
exercise program under which, if so instructed by the Participant, shares of
Common Stock may be issued directly to the Participant’s broker or dealer upon
receipt of the purchase price in cash from the broker or dealer.


(g)  General
Provisions for Awards. 


(i)   Except
for either adjustments pursuant to Section 9 (relating to the adjustment of
Shares), or reductions of the Exercise Price approved by the Corporation’s
shareholders, the Exercise Price for any outstanding Option or SAR may not be
decreased after the date of grant nor may an outstanding Option or SAR granted
under the Plan be surrendered to the Corporation as consideration for the grant
of a replacement Option or SAR with a lower Exercise Price. Except as approved
by Corporation’s shareholders, in no event shall any Option or SAR granted under
the Plan be surrendered to Corporation in consideration for a cash payment or
the grant of any other Award if, at the time of such surrender, the Exercise
Price of the Option or SAR is greater than the then current Fair Market Value
of a Share. In addition, no repricing of an Option or SAR shall be permitted
without the approval of Corporation’s shareholders if such approval is required
under the rules of any stock exchange on which Stock is listed.


Section 5.   Shares of Stock and
Other Stock-Based Awards Available Under Plan


(a)  The Stock which may be issued
pursuant to an Award under the Plan may be shares currently authorized but
unissued or currently held or subsequently acquired by the Corporation as
treasury shares, including shares purchased in the open market or in private
transactions.


(b)  Subject to the adjustment
provisions of Section 9 hereof, the maximum number of shares that may be
delivered to Participants and their beneficiaries under the Plan shall be equal
to the sum of: (i) 1,400,000 shares of Stock; and (ii) any shares granted
previously under the Corporation’s 2010 Stock Incentive Plan, as amended (the
“Prior Plan”) that are forfeited, expire or are canceled after the Effective
Date without delivery of shares or which result in the forfeiture of the shares
back to the Corporation to the extent that such shares would have been added
back to the reserve under the terms of the Prior Plan, but not including shares
that remained available for grant pursuant to the Prior Plan that were not previously
granted.


(c)  Subject to the
adjustment provisions of Section 9 hereof, the following additional maximums
are imposed on the Plan:


(i)   The maximum number of shares
of Stock that may be issued pursuant to Options intended to be Incentive Stock
Options shall be 1,000,000 shares.


(ii)  The aggregate maximum number
of shares of Stock that may be covered by Awards granted to any one individual
pursuant to Section 4 relating to Options and SARs shall be 350,000 shares
during any one calendar-year period.


(iii) For
Restricted Stock, Stock Awards and Performance Stock Awards, no more than
350,000 shares of Stock may be delivered pursuant to such Awards granted to any
one Participant during any one calendar-year period (regardless of whether
settlement of the Award is to occur prior to, at the time of, or after the time
of vesting).





   

 4 











 





(d)  To
the extent that any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary because the Award is forfeited or canceled, or the
shares of Stock are not delivered because the Award is settled in cash, such
shares shall be deemed to not have been delivered for purposes of determining
the maximum number of shares of Stock available for delivery under the Plan. Shares subject to an Award under the Plan
(or the Prior Plan) may not again be made available for issuance if such shares
are: (i) shares used to satisfy the applicable tax withholding
obligation; (ii) shares tendered as payment for an option exercise; (iii)
shares repurchased by the Corporation using stock option exercise proceeds; or
(iv) shares that were subject to a
share-settled SAR and were not issued or delivered upon the net settlement of
such SAR.


(e)  For the purposes
of computing the total number of shares of Stock granted under the Plan, the
following rules shall apply to Awards payable in Stock:


(i)   Each Option shall be deemed
to be the equivalent of the maximum number of shares of Stock that may be
issued upon exercise of the particular Option;


(ii)  Where one or more types of
Awards (both of which are payable in Stock) are granted in tandem with each
other, the number of shares of Stock shall be deemed to be the greater of the
number of shares that would be counted if one or the other Award alone was
outstanding.


Additional rules for determining
the number of shares of Stock granted under the Plan may be adopted by the
Committee, as it deems necessary and appropriate.


Section 6.   Award Agreements


Each Award
under the Plan shall be evidenced by an Award Agreement setting forth the number
of shares of Stock and/or SARs subject to the Award and such other terms and
conditions applicable to the Award, as determined by the Committee, not
inconsistent with the terms of the Plan. The Committee may, but need not
require that the Participant sign a copy of such document. Such document is
referred to as the Award Agreement regardless of whether any Participant
signature is required. In the event that the Committee requires that the
Participant execute and return the Award Agreement, no person shall have any
rights under the Award unless and until the Participant to whom such Award
shall have been granted shall have executed and delivered to the Corporation
the Award Agreement; provided, however, the execution and delivery of such an
Award Agreement shall not be a precondition to the granting of such Award. By
executing the Award Agreement, or submitting an option exercise form (whether
or not the Award Agreement required execution) a Participant shall be deemed to
have accepted and consented to any action taken under the Plan by the
Committee, the Board of Directors or their delegates.


(a)  Award Agreements
shall include the following terms:


(i)   Non-assignability.
Unless otherwise specifically provided for by the Committee, a provision that
no Award shall be assignable or transferable except by will or by the laws of
descent and distribution and that, during the lifetime of a Participant, the
Award shall be exercised, if exercisable, only by such Participant or by his or
her guardian or legal representative.


(ii)  Termination of Employment.
A provision describing the treatment of an Award in the event of the
retirement, disability, death or other termination of a Participant’s
employment with the Corporation or a Subsidiary, including but not limited to
terms relating to the vesting, time for exercise, forfeiture or cancellation of
an Award in such circumstances. Participants who terminate employment prior to
the satisfaction of applicable conditions and restrictions associated with
their Award(s) may be entitled to such Award(s) as and to the extent determined
by the Committee. A provision that for purposes of the Plan (A) a transfer of
an Employee from the Corporation to a Subsidiary or affiliate of the
Corporation, whether or not incorporated, or vice versa, or from one Subsidiary
or affiliate of the Corporation to another, and (B) a leave of absence, duly
authorized in writing by the Corporation, shall not be deemed a termination of
employment, except as otherwise required by applicable law, as determined by
the Committee, in order to preserve the status of an option as an Incentive
Stock Option.





   

 5 











 





(iii) Rights
as a Shareholder. A provision that a Participant shall have no rights as a
shareholder with respect to any Stock covered by an Award until the date the
Participant becomes the holder of record. Except as provided in Section 9
hereof, no adjustment shall be made for dividends or other rights, unless the
Award Agreement specifically requires such adjustment.


(iv) Withholding. A
provision requiring the withholding of applicable taxes required by law from
all amounts paid to the holder of an Award in satisfaction of such Award. In
the case of an Award paid in cash, the withholding obligation shall be
satisfied by withholding the applicable amount and paying the net amount in
cash to the Participant. In the case of Awards paid in shares of Stock, a
Participant may satisfy the withholding obligation by paying the amount of any
taxes in cash or, with the approval of the Committee, shares of Stock may be deducted
from the payment to satisfy the obligation in full or in part. The amount of
the withholding and the number of shares of Stock to be deducted shall be
determined by the Committee with reference to the Fair Market Value of the
Stock when the withholding is required to be made; provided, however,
the amount of Stock so deducted shall not exceed the minimum required
withholding obligation.


(v)  Treatment of Option.
Each Award of an option shall state whether or not it is intended to constitute
an Incentive Stock Option.


(vi) Minimum Exercise. No
option may be exercised for less than the lesser of 50 shares of Stock or the
full number of shares of Stock for which the option is then exercisable.


(b)  Other Terms. Award
Agreements may include such other terms as the Committee may determine are
necessary, and appropriate to effect an Award to the Participant, including,
but not limited to, the term of the Award, vesting provisions, any requirements
for continued employment with the Corporation or a Subsidiary, any other
restrictions or conditions (including performance requirements) on the Award
and the method by which restrictions or conditions lapse, the effect on the
Award of a change of control of the Corporation or an employing
Subsidiary, the price, amount or value of Awards, and the terms, if any,
pursuant to which a Participant may elect to defer the receipt of cash or Stock
under an Award. Notwithstanding the foregoing, any benefits granted under the
Plan (or the Prior Plan) under any Award may not become exercisable, vest or be
settled, in whole or in part, prior to the one-year anniversary of
the date of grant except (i) with regard to death, disability, termination of
employment and/or change of control, and (ii) up to 5% of the aggregate number
of shares authorized for issuance under the Plan under Section 5 above may be
issued pursuant to Awards subject to any, or no, vesting conditions, as the
Committee determines appropriate. 


Section 7.   Amendment and
Termination


The Board of Directors may at any
time amend, suspend or discontinue the Plan, in whole or in part; provided that
no amendment by the Board of Directors shall increase any limitations set forth
in Section 5 nor shall it permit any options to be awarded at exercise prices
below Fair Market Value. The Committee may at any time alter or amend any or
all Award Agreements under the Plan to the extent permitted by law, but no such
alteration or amendment shall impair the rights of any holder of an Award
without the holder’s consent. Adjustments pursuant to Section 9 shall not be
subject to the foregoing limitations of this Section 7.


Section 8.   Administration


(a)  The Plan and all Awards
granted pursuant thereto shall be administered by a committee of the Board of
Directors (the “Committee”), which Committee shall consist of not less than two
(2) members of such Board of Directors who are not employees of the Corporation
or any Subsidiary. The members of the Committee shall be designated by the
Board of Directors. If the Committee does not exist, or for any other reason
determined by the Board, the Board may take any action under the Plan that
would otherwise be the responsibility of the Committee.





   

 6 











 





(b)  The
Committee shall have the authority and discretion to interpret and administer
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan and to determine the terms and provisions of any Award Agreement made
pursuant to the Plan. All questions of interpretation with respect to the Plan,
the number of shares of Stock or other security, SARs, or rights granted and
the terms of any Award Agreements, including the timing, pricing, and amounts
of Awards, shall be determined by the Committee, and its determination shall be
final and conclusive upon all parties in interest. In the event of any conflict
between an Award Agreement and this Plan, the terms of this Plan shall govern.


(c)  Except to the extent
prohibited by applicable law or the applicable rules of a stock exchange, the
Committee may delegate to the officers or employees of the Corporation and its
Subsidiaries the authority to execute and deliver such instruments and
documents, to do all such acts and things, and to take all such other steps
deemed necessary, advisable or convenient for the effective administration of the
Plan in accordance with its terms and purpose, except that the Committee may
not delegate any discretionary authority with respect to substantive decisions
or functions regarding the Plan or Awards thereunder as these relate to
Insiders, including, but not limited to, decisions regarding the timing,
eligibility, pricing, amount or other material terms of such Awards. Any such
delegation may be revoked by the Committee at any time.


(d)  To the extent that the
Committee determines that the restrictions imposed by the Plan preclude the
achievement of the material purposes of the Awards in jurisdictions outside the
United States, the Committee will have the authority and discretion to modify
those restrictions as the Committee determines to be necessary or appropriate
to conform to applicable requirements or practices of jurisdictions outside of
the United States.


Section 9.   Adjustment
Provisions


(a)  In the event of any change in
the outstanding shares of Stock by reason of a stock dividend or split,
recapitalization, merger or consolidation (whether or not the Corporation is a
surviving corporation), reorganization, combination or exchange of shares or
other similar corporate changes or an extraordinary dividend paid in cash or
property, the number of shares of Stock (or other securities) then remaining
subject to this Plan, and the maximum number of shares that may be issued to
anyone pursuant to this Plan, including those that are then covered by
outstanding Awards, shall (i) in the event of an increase in the number of
outstanding shares, be proportionately increased and the price for each share
then covered by an outstanding Award shall be proportionately reduced, and (ii)
in the event of a reduction in the number of outstanding shares, be
proportionately reduced and the price for each share then covered by an
outstanding Award shall be proportionately increased.


(b)  In the event the adjustments
described in clauses (i) and (ii) of paragraph (a) of this Section 9 are
inadequate to ensure equitable treatment of any Award holder, then, to the
extent permissible under applicable law, the Committee shall make any further
adjustments as it deems necessary to ensure equitable treatment of any holder
of an Award as the result of any transaction affecting the securities subject
to the Plan or as is required or authorized under the terms of any applicable
Award Agreement.


(c)  The existence of the Plan and
the Awards granted hereunder shall not affect or restrict in any way the right
or power of the Board of Directors or the shareholders of the Corporation to
make or authorize any adjustment, recapitalization, reorganization or other
capital structure of its business, any merger or consolidation of the
Corporation, any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or the rights thereof, the dissolution or
liquidation of the Corporation or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding.


Section 10. Change of Control


(a)  In the event of
a “Change of Control” of the Corporation (defined below), in addition to
any action required or authorized by the terms of an Award Agreement, the
Committee may, in its sole discretion, recommend that the Board of Directors
take any of the following actions as a result, or in anticipation, of any such
event to assure fair and equitable treatment of Participants:


(i)   Accelerate time periods for
purposes of vesting in, or realizing gain from, any outstanding Award made pursuant
to this Plan;





   

 7 











 





(ii)  Offer
to purchase any outstanding Award made pursuant to this Plan from the holder
for its equivalent cash value, as determined by the Committee, as of the date
of the change of control; or


(iii) Make adjustments or
modifications to outstanding Awards as the Committee deems appropriate to
maintain and protect the rights and interests of Participants following such
change of control.


Any such action approved by the
Board of Directors shall be conclusive and binding on the Corporation and all
Participants.


(b)  For purposes of
this Section, a Change of Control shall mean the occurrence of any of the
following:


(i)   A tender offer or exchange
offer whereby the effect of such offer is to take over and control the affairs
of the Corporation, and such offer is consummated for the ownership of
securities of the Corporation representing twenty-five percent (25%) or more of
the combined voting power of the Corporation’s then outstanding voting
securities.


(ii)  The Corporation is merged or
consolidated with another corporation and, as a result of such merger or
consolidation, less than seventy-five percent (75%) of the outstanding voting
securities of the surviving or resulting corporation shall then be owned in the
aggregate by the former shareholders of the Corporation, other than affiliates
within the meaning of the Exchange Act or any party to such merger or
consolidation.


(iii) The Corporation transfers
substantially all of its assets to another corporation or entity that is not a
wholly-owned subsidiary of the Corporation.


(iv) Any person (as such term is
used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Corporation
representing twenty-five percent (25%) or more of the combined voting power of
the Corporation’s then outstanding securities, and the effect of such ownership
is to take over and control the affairs of the Corporation.


(v)  As the result of a tender
offer, merger, consolidation, sale of assets, or contested election, or any
combination of such transactions, the persons who were members of the Board of
Directors of the Corporation immediately before the transaction, cease to
constitute at least a majority thereof. 


Section 11. General Restrictions


Delivery of shares of Stock or
other amounts under the Plan shall be subject to the following:


(a)  Notwithstanding any other
provision of the Plan, the Corporation shall have no liability to deliver any
shares of Stock under the Plan or make any other distribution of benefits under
the Plan unless such delivery or distribution would comply with all applicable
laws (including, without limitation, the requirements of the Securities Act of
1933), and the applicable requirements of any securities exchange or similar
entity.


(b)  To the extent that the Plan
provides for issuance of stock certificates to reflect the issuance of shares
of Stock, the issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange.


Section 12. Unfunded Plan


The Plan shall be unfunded. Neither
the Corporation, a Subsidiary, nor the Board of Directors shall be required to
segregate any assets that may at any time be represented by Awards made
pursuant to the Plan. Neither the Corporation, a Subsidiary, the Committee, nor
the Board of Directors shall be deemed to be a trustee of any amounts to be
paid under the Plan.


Section 13. Limits of Liability


(a)  Any liability of the
Corporation or a Subsidiary to any Participant with respect to an Award shall
be based solely upon contractual obligations created by the Plan and the Award
Agreement.





   

 8 











 





(b)  Neither
the Corporation nor a Subsidiary, nor any member of the Board of Directors or
of the Committee, nor any other person participating in any determination of
any question under the Plan, or in the interpretation, administration or
application of the Plan, shall have any liability to any party for any action
taken or not taken in good faith under the Plan except as may be expressly
provided by statute.


Section 14. Rights of Employees


(a)  Status as an eligible Employee
shall not be construed as a commitment that any Award will be made under this
Plan to such eligible Employee or to eligible Employees generally.


(b)  Nothing contained in this Plan
or in any Award Agreement (or in any other documents related to this Plan or to
any Award or Award Agreement) shall confer upon any Employee or Participant any
right to continue in the employ or other service of the Corporation or a
Subsidiary or constitute any contract or limit in any way the right of the
Corporation or a Subsidiary to change such person’s compensation or other
benefits or to terminate the employment or other service of such person with or
without cause.


Section 15. History and Duration  


The Board of Directors adopted the
Plan subject to the approval of the shareholders of the Corporation at the
Corporation’s 2020 annual meeting of its shareholders on May 11, 2020. The date of such
shareholder approval shall be the “Effective Date” of the Plan. The Plan shall
remain in effect as long as any Awards under the Plan have been exercised or
terminated under the terms of the Plan and applicable Award Agreements,
provided that Awards under the Plan may only be granted within ten years of the
Effective Date of the Plan.







   

 9