exv10w18






Exhibit 10.18




QLIK TECHNOLOGIES INC.

OMNIBUS STOCK OPTION AND AWARD PLAN




ARTICLE I — PREAMBLE



     1.1.     Purpose and Design. The Qlik Technologies Inc. Omnibus Stock Option and Award
Plan is intended to secure for the Corporation, its Subsidiaries and its stockholders the benefits
arising from ownership of the Corporation’s Common Stock by the employees of the Corporation and
its Subsidiaries and by the directors of the Corporation, all of whom are and will be responsible
for the Corporation’s future growth. The Plan is designed to help attract and retain for the
Corporation and its Subsidiaries personnel of superior ability for positions of exceptional
responsibility, to reward employees and directors for past services and to motivate such
individuals through added incentives to further contribute to the success of the Corporation. With
respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are
intended to satisfy the requirements of Rule 16b-3 of the Exchange Act.



     1.2.     Form of Awards. Awards under the Plan may be made to Eligible Persons in the
form of: (i) Incentive Stock Options (to Eligible Employees only); (ii) Nonqualified Stock Options;
(iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of the
foregoing.



     1.3.     Effective and Expiration Dates. The Plan shall be effective September 3, 2004
(the “Effective Date”), subject to approval by the stockholders of the Corporation to the extent
necessary to satisfy the requirements of the Code, any stock exchange upon which the Common Stock
may be listed, or other applicable federal or state law. The Plan shall expire on September 3,
2014, unless suspended or discontinued by earlier action of the Board of Directors.



ARTICLE II — DEFINITIONS




     Definitions. Except where the context otherwise indicates, the following definitions apply:



     2.1.     “Award” means an award granted to a Participant in accordance with the provisions of the
Plan, including, but not limited to, Stock Options, Restricted Stock, Stock Awards, Performance
Shares, or any combination of the foregoing.



     2.2.     “Award Agreement” means the separate written agreement evidencing each Award granted to a
Participant under the Plan.



     2.3.     “Board of Directors” means the Board of Directors of the Corporation.



     2.4.     “Change of Control” means (a) the consummation of a merger or consolidation of the
Corporation with or into another entity; (b) the sale of all or substantially all of the assets of
the Corporation pursuant to a transaction or series of related transactions that would constitute a
Liquidation Event as defined in the Corporation’s Certificate of Incorporation; or (c) the



 









 




dissolution, liquidation or winding up of the Corporation. The foregoing notwithstanding, a
merger or consolidation of the Corporation does not constitute a “Change of Control” if immediately
after the merger or consolidation a majority of the voting power of the capital stock of the
continuing or surviving entity, or any direct or indirect parent corporation of the continuing or
surviving entity, will be owned by the persons who were the Corporation’s stockholders immediately
prior to such merger or consolidation in substantially the same proportions as their ownership of
the voting power of the Corporation’s capital stock immediately prior to the merger or
consolidation.




     2.5.     “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.
(All citations to sections of the Code are to such sections as they may from time to time be
amended or renumbered.)



     2.6.     “Committee” means a committee of the Board of Directors established for the
administration of the Plan pursuant to Article III and consisting of two or more Directors. To the
extent necessary to comply with Rule 16b-3 under the Exchange Act, the Committee shall consist
solely of two or more Non-Employee Directors. The Compensation and Special Stock Option Committee
of the Board of Directors shall constitute the Committee until otherwise determined by the Board of
Directors.



     2.7.     “Common Stock” means the Series A Common Stock and Series B Common Stock of the
Corporation to be issued pursuant to the Plan.



     2.8.     “Corporation” means Qlik Technologies Inc., a Delaware corporation, and its successors
and assigns.



     2.9.     “Director” means a member of the Board of Directors of the Corporation.



     2.10.     “Disability” means disability as determined under procedures established by the
Committee or in any Award, as set forth in a Participant’s Award Agreement.



     2.11.     “Effective Date” shall be the date set forth in Section 1.3 of the Plan.



     2.12.     “Eligible Employee” means an Eligible Person who is an employee of the Corporation or
any Subsidiary.



     2.13.     “Eligible Person” means any employee of the Corporation or any Subsidiary or any
Director, as well as any other person whose participation the Committee determines is in the best
interest of the Corporation, subject to limitations as may be provided by the Code, the Exchange
Act or the Committee.



     2.14.     “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended.



     2.15.     “Fair Market Value” means, as of a given date and for so long as shares of the Common
Stock are listed on a national securities exchange or reported on The Nasdaq Stock Market as a
Nasdaq National Market security, the mean between the high and low sales prices for the Common
Stock on such date, or, if no such shares were sold on such date, the most recent



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date on which shares of such Common Stock were sold, as reported in The Wall Street
Journal. If the Common Stock is not listed on a national securities exchange or reported on
The Nasdaq Stock Market as a Nasdaq National Market security, Fair Market Value shall mean the
average of the closing bid and asked prices for such stock in the over-the-counter market as
reported by The Nasdaq Stock Market. If the Common Stock is not listed on a national securities
exchange or reported on The Nasdaq Stock Market as a Nasdaq National Market security, or the
over-the-counter market, Fair Market Value shall be the fair value thereof determined in good faith
by the Board of Directors.




     2.16.     “Grant Date” means, as to any Award, the latest of:




     (a)     he date on which the Committee authorizes the grant of the Award; or




     (b)     the date the Participant receiving the Award becomes an employee or a director of
the Corporation or its Subsidiaries, to the extent employment status is a condition of the
grant or a requirement of the Code or the Exchange Act; or




     (c)     such other date (later than the dates described in (a) and (b) above) as the
Committee may designate and as set forth in the Participant’s Award Agreement.



     2.17.     “Incentive Stock Option” means a Stock Option that meets the requirements of Section 422
of the Code and is granted under Article IV of the Plan and designated as an Incentive Stock Option
in a Participant’s Award Agreement.



     2.18.     Reserved.



     2.19.     “Mature Shares” means shares of Common Stock that have been held by the Optionee for at
least six (6) months following the exercise of a Stock Option or other acquisition of Common Stock.



     2.20.     “Non-Employee Director” shall have the meaning set forth in Rule 16b-3 under the
Exchange Act.



     2.21.     “Nonqualified Stock Option” means a Stock Option that does not meet the requirements of
Section 422 of the Code and is granted under Article V of the Plan, or, even if meeting the
requirements of Section 422 of the Code, is not intended to be an Incentive Stock Option and is not
so designated in the Participant’s Award Agreement.



     2.22.     “Option Period” means the period during which a Stock Option may be exercised from time
to time, as established by the Committee and set forth in the Award Agreement for each Participant
who is granted a Stock Option.



     2.23.     “Option Price” means the purchase price for a share of Common Stock subject to purchase
pursuant to a Stock Option, as established by the Committee and set forth in the Award Agreement
for a Participant who is granted a Stock Option.



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     2.24.     “Optionee” means an Eligible Person or Eligible Employee, as applicable, to whom an
Award of Stock Options has been granted and who has entered into an Award Agreement evidencing the
Award.



     2.25.     “Participant” means an Eligible Person to whom an Award has been granted and who has
entered into an Award Agreement evidencing the Award.



     2.26.     “Performance Objectives” shall have the meaning set forth in Article IX of the Plan.



     2.27.     “Performance Period” shall have the meaning set forth in Article IX of the Plan.



     2.28.     “Performance Share” means an Award under Article IX of the Plan of a unit valued by
reference to the Common Stock, the payout of which is subject to achievement of such Performance
Objectives, measured during one or more Performance Periods, as the Committee, in its sole
discretion, shall establish at the time of such Award and set forth in a Participant’s Award
Agreement.



     2.29.     “Plan” means the Qlik Technologies Inc. Omnibus Stock Option and Award Plan, as amended
from time to time.



     2.30.     “Restricted Stock” means an Award under Article VII of the Plan of shares of Common
Stock that are at the time of the Award subject to restrictions or limitations as to the
Participant’s ability to sell, transfer, pledge, or assign such shares, which restrictions or
limitations may lapse separately or in combination at such time or times, in installments or
otherwise, as the Committee, in its sole discretion, shall determine at the time of such Award and
set forth in a Participant’s Award Agreement.



     2.31.     “Restriction Period” means the period commencing on the Grant Date with respect to such
shares of Restricted Stock and ending on such date as the Committee, in its sole discretion, shall
establish and set forth in a Participant’s Award Agreement.



     2.32.     “Retirement” means retirement as determined under procedures established by the
Committee or in any Award, as set forth in a Participant’s Award Agreement.



     2.33.     “Stock Award” means an Award of shares of Common Stock under Article VIII of the Plan.



     2.34.     “Stock Option” means an Award under Article IV or Article V of the Plan of an option to
purchase Common Stock. A Stock Option may be either an Incentive Stock Option or a Nonqualified
Stock Option.



     2.35.     “Subsidiary” means a subsidiary corporation of the Corporation as that term is defined
in Code section 424(f). “Subsidiaries” means more than one Subsidiary.



     2.36.     “Termination of Service” means (i) in the case of an Eligible Employee, the
discontinuance of employment of such Participant with the Corporation or its Subsidiaries for any
reason other than a transfer to another member of the group consisting of the Corporation



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and its Subsidiaries; (ii) in the case of a Director who is not an employee of the Corporation
or any Subsidiary, the date such Participant ceases to serve as a Director; and (iii) in the case
of all other individuals, the date such Participant ceases to perform services for the Corporation
or a Subsidiary. The determination of whether a Participant has discontinued service shall be made
by the Committee in its sole discretion. In determining whether a Termination of Service has
occurred, the Committee may provide that service as a consultant or service with a business
enterprise in which the Corporation has a significant ownership interest shall be treated as
employment with the Corporation.




ARTICLE III — ADMINISTRATION




     3.1.     Composition of the Committee. The Plan shall be administered by the Committee.
Except as otherwise required by Rule 16b-3 under the Exchange Act, the Committee, in its
discretion, may delegate to one or more of its members such of its powers as it deems appropriate.
The Committee also may limit the power of any member to the extent necessary to comply with Rule
16b-3 under the Exchange Act or any other law, rule or regulation. The Board of Directors may
serve as the Committee, if by the terms of the Plan all members of the Board of Directors are
otherwise eligible to serve on the Committee.



     3.2.     Meetings. The Committee shall meet at such times and places as it determines.
The Committee shall at all times operate and be governed, and Committee meetings shall be conducted
and action taken, in accordance with the provisions of the Corporation’s bylaws or resolutions or
policies adopted by the Board of Directors from time to time regarding the operation of committees
of the Corporation.



     3.3.     Responsibilities. Except as set forth in Section 3.15 regarding grants of Awards
by the Board of Directors, the Committee shall have sole authority in its absolute discretion: (i)
to construe and interpret the Plan and Award Agreements; (ii) to define the terms used herein and
in the Award Agreements; (iii) to prescribe, amend, and rescind rules and regulations relating to
the Plan and all Award Agreements; (iv) to determine the Eligible Individuals to whom Awards shall
be granted or made available; (v) to determine the time or times when all Awards shall be granted;
(vi) to determine the price or prices at which Stock Options shall be granted; (vii) to determine
the Option Period for each Stock Option and the Performance Period for each grant of Performance
Shares; (viii) to determine the number of shares to be subject to each Award; (ix) to determine the
rate at which Awards may vest or otherwise become available; (x) to determine the rate at which
Stock Options may be exercised within the Option Period; (xi) to establish any Performance
Objectives or other criteria that would affect in any way a Participant’s right to obtain or
forfeit shares of Common Stock under the Plan; (xii) to interpret any stockholder or restrictive
stock agreement insofar as it affects a Participant’s rights and obligations under the Plan; (xiii)
to determine if a Participant has had a Termination of Service; and (xiv) to make any other
determinations necessary or advisable for the administration of the Plan and to do everything
necessary or appropriate to administer the Plan. The Committee’s determinations under this Article
III need not be uniform and may be made by the Committee selectively among the persons who receive,
or are eligible to receive, Awards under the Plan, whether or not such persons are similarly
situated. The records of the Company as to a Participant’s employment (or



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other provision of services), termination of employment (or cessation of the provision of
services), leave of absence, compensation and related information shall be conclusive on all
persons unless determined by the Committee to be incorrect. All acts, determinations and decisions
of the Committee made or taken pursuant to the Plan or with respect to any questions arising in
connection with the administration and interpretation of the Plan or any Award Agreement, including
the severability of any and all of the provisions thereof, shall be conclusive, final and binding
upon all Participants, Eligible Persons and their beneficiaries. No member of the Committee or
member of the Board of Directors shall be liable for any action or determination made in good faith
with respect to the Plan or to any option granted thereunder.




     3.4.     Adoption of Rules. The Committee may adopt such rules, regulations and
procedures of general application for the administration of this Plan as it deems appropriate.



     3.5.     Reserved.



     3.6.     Aggregate Shares Available. Subject to the provisions of Section 3.11, the
aggregate number of shares of Common Stock which may be issued pursuant to Awards under the Plan
shall be 11,124,400 shares of Series A Common Stock and 4,515,000 shares of Series B Common Stock.
Such shares of Common Stock shall be made available from authorized and unissued shares of the
Corporation.




     (a)     For all purposes under the Plan, each Performance Share awarded shall be counted as
one share of Series A Common Stock subject to an Award.




     (b)     If, for any reason, any shares of Common Stock (including shares of Common Stock
subject to Performance Shares) that have been awarded or are subject to issuance or purchase
pursuant to Awards outstanding under the Plan are not delivered or purchased, or are
reacquired by the Corporation, for any reason, including but not limited to a forfeiture of
Restricted Stock or failure to earn Performance Shares or the termination, expiration or
cancellation of a Stock Option, or any other termination of an Award without payment being
made in the form of shares of Common Stock (whether or not Restricted Stock), such shares of
Common Stock shall not be charged against the aggregate number of shares of Common Stock
available for Award under the Plan and shall again be available for Awards under the Plan.
In no event, however, may Common Stock that is surrendered or withheld to pay the exercise
price of a Stock Option or to satisfy tax withholding requirements be available for future
grants under the Plan.




     (c)     The foregoing subsections (a) and (b) of this Section 3.6 shall be subject to any
limitations provided by the Code or by Rule 16b-3 under the Exchange Act or by any other
applicable law, rule or regulation.



     3.7.     Written Agreements. Each Award granted under the Plan shall be evidenced by a
written Award Agreement, which shall be subject to and shall incorporate (by reference or
otherwise) the applicable terms and conditions of the Plan and shall include any other terms and
conditions (not inconsistent with the Plan) required by the Committee. In addition, the Committee
shall require each recipient of an Award to execute a joinder to any stockholder, restrictive stock
agreement or similar agreement prior to final grant of the Award, which shall



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make such recipient a stockholder party to such stockholder, or restrictive stock agreement or
similar agreement and the shares of Common Stock or Option awarded subject to the restrictions
therein.




     3.8.     Conditions to Awards. The Corporation shall not be required to issue or deliver
any certificates for shares of Common Stock under the Plan prior to:




     (a)     any required approval of the Plan by the stockholders of the Corporation; and




     (b)     the completion of any registration or qualification of such shares of Common Stock
under any federal or state law, or any ruling or regulation of any governmental body that
the Corporation shall, in its sole discretion, determine to be necessary or advisable.



     3.9.     Restrictions on Sale. The Committee may require any Participant acquiring shares
of Common Stock pursuant to any Award under the Plan to represent to and agree with the Corporation
in writing that such person is acquiring the shares of Common Stock for investment purposes and
without a view to resale or distribution thereof. Shares of Common Stock issued and delivered
under the Plan shall also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Common Stock is then listed, any
applicable federal or state laws, and any other written restrictions or agreements with respect to
the Common Stock and the Committee may cause a legend or legends to be placed on the certificate or
certificates representing any such shares to make appropriate reference to any such restrictions.
In making such determination, the Committee may rely upon an opinion of counsel for the
Corporation.



     3.10.     Rights as Stockholders. Except as otherwise expressly provided in the Plan or
in an Award Agreement with respect to an Award, no Participant shall have any right as a
stockholder of the Corporation with respect to any shares of Common Stock subject to such
Participant’s Award except to the extent that, and until, one or more certificates representing
such shares of Common Stock shall have been delivered to the Participant. No shares shall be
required to be issued, and no certificates shall be required to be delivered, under the Plan unless
and until all of the terms and conditions applicable to such Award shall have, in the sole
discretion of the Committee, been satisfied in full and any restrictions shall have lapsed in full,
and unless and until all of the requirements of law and of all regulatory bodies having
jurisdiction over the offer and sale, or issuance and delivery, of the shares shall have been fully
complied with.



     3.11.     Adjustments. The total amount of shares with respect to which Awards may be
granted under the Plan and rights of outstanding Awards (both as to the number of shares subject to
the outstanding Awards and the Option Price(s) or other purchase price(s) of such shares, as
applicable) may be appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common Stock of the Corporation resulting from payment of a stock dividend or other
distribution on the Common Stock, a stock split (or reverse stock split) or subdivision or
combination of shares of the Common Stock, or a reorganization, reclassification,



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merger, consolidation, split-up, spin-off, repurchase, or exchange involving the Common Stock,
or any other change in the structure of shares of the Common Stock, or if the Committee shall
determine, in its sole discretion, that, such action is necessary in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made under the Plan. The
foregoing adjustments and the manner of application of the foregoing provisions shall be determined
by the Committee in its sole discretion. Any such adjustment may provide for the elimination of
any fractional shares that might otherwise become subject to an Award. All adjustments made as the
result of the foregoing in respect of each Incentive Stock Option shall be made so that such
Incentive Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of
the Code.




     3.12.     Indemnification. The members of the Committee shall be entitled to
indemnification by the Corporation in the manner and to the extent set forth in the Corporation’s
Bylaws or as otherwise provided from time to time regarding indemnification of Directors.



     3.13.     Corrections. The Committee shall be authorized to make adjustments in any
performance- based criterion or in the other terms and conditions of outstanding Awards in
recognition of unusual or nonrecurring events affecting the Corporation (or any Subsidiary, if
applicable) or its financial statements or changes in applicable laws, regulations or accounting
principles. The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall deem
necessary or desirable to reflect any such adjustment. In the event the Corporation (or any
Subsidiary, if applicable) shall assume outstanding employee benefit awards or the right or
obligation to make future such awards in connection with the acquisition of another corporation or
business entity, the Committee may, in its sole discretion, make such adjustments in the terms of
outstanding Awards under the Plan as it shall deem appropriate.



     3.14.     Termination and Suspension of Awards. Subject to the express provisions of the
Plan, the Committee shall have full power and authority to determine whether, to what extent and
under what circumstances any outstanding Award shall be terminated, canceled, forfeited or
suspended. Notwithstanding the foregoing or any other provision of the Plan or an Award Agreement,
all Awards to any Participant that are subject to any restriction or have not been earned or
exercised in full by the Participant shall be terminated and canceled if the Participant is
terminated for cause, as determined by the Committee in its sole discretion.



     3.15.     Awards by Board of Directors. In addition to, and not in limitation of, the
right of the Committee to grant Awards to Eligible Persons under this Plan, the full Board of
Directors may from time to time grant Awards to Eligible Persons pursuant to the terms and
conditions of this Plan, subject to the requirements of the Code, Rule 16b-3 under the Exchange Act
or any other applicable law, rule or regulation. In connection with any such grants, the Board of
Directors shall have all of the power and authority of the Committee to determine the Eligible
Persons to whom such Awards shall be granted and the other terms and conditions of such Awards.



     3.16.     Right to Repurchase. The Committee may specify that any shares of Common Stock
acquired pursuant to an Award may be subject to the Corporation’s right to repurchase such shares,
and the Committee may require that no transfer of such shares can occur without the



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consent of the Corporation. In no event may any shares of Common Stock acquired pursuant to
an Award be transferred or otherwise sold, except to the estate of the Participant, before such
shares are Mature Shares.




ARTICLE IV — INCENTIVE STOCK OPTIONS




     4.1.     Terms of Grant. The Committee, in its sole discretion, may from time to time on
or after the Effective Date grant Incentive Stock Options to Eligible Employees, subject to the
provisions of this Article IV and Articles III and VI and subject to the following conditions:




     (a)     Incentive Stock Options shall be granted only to Eligible Employees, each of whom
may be granted one or more of such Incentive Stock Options at such time or times determined
by the Committee.




     (b)     The Option Price per share of Common Stock for an Incentive Stock Option shall be
set in the Award Agreement, but shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock at the Grant Date; provided, however, that the Option
Price per share of Common Stock for an Incentive Stock Option granted to an Eligible
Employee who, at the time of the Grant Date, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Corporation, its
parent or any of its Subsidiaries shall not be less than one hundred and ten percent (110%)
of the Fair Market Value of the Common Stock at the Grant Date. For purposes of this
Subsection (b) and Subsection (c) below, in determining stock ownership, the attribution
rules of Section 424(d) of the Code shall be applied.




     (c)     An Incentive Stock Option may be exercised in full or in part from time to time
within ten (10) years from the Grant Date or within five (5) years from the Grant Date for
an Optionee who owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation, its parent or any of its
Subsidiaries or such shorter period as may be specified by the Committee as the Option
Period and set forth in the Award Agreement; provided, however, that, in any event, the
Incentive Stock Option shall lapse and cease to be exercisable upon a Termination of Service
or within such period following a Termination of Service as shall have been determined by
the Committee and set forth in the related Award Agreement; and provided, further, that such
period following a Termination of Service shall not exceed three (3) months unless
employment shall have terminated:




     (i)     as a result of Disability, in which event such period shall not exceed one
year after the date of Disability; or




     (ii)     as a result of death, or if death shall have occurred following a
Termination of Service (other than as a result of Disability) and during the period
that the Incentive Stock Option was still exercisable, in which event such period
may not exceed one year after the date of death; and



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provided, further, that such period following a Termination of Service shall in no event
extend beyond the original Option Period of the Incentive Stock Option.




     (d)     The aggregate Fair Market Value of the shares of Common Stock with respect to which
any incentive stock options (whether under this Plan or any other plan established by the
Corporation) are first exercisable during any calendar year by any Eligible Employee shall
not exceed one hundred thousand dollars ($100,000), determined based on the Fair Market
Value(s) of such shares as of their respective grant dates; provided, however, that to the
extent permitted under Section 422 of the Code:




     (i)     if a Participant’s employment is terminated by reason of death, Disability
or Retirement and the portion of any incentive stock option that is otherwise
exercisable during the post-termination period applied without regard to the one
hundred thousand dollar ($100,000) limitation contained in Section 422 of the Code
is greater than the portion of such option that is immediately exercisable as an
Incentive Stock Option during such post-termination period under Section 422, such
excess shall be treated as a Nonqualified Stock Option; and




     (ii)     if the exercise of an Incentive Stock Option is accelerated by reason of a
Change of Control, any portion of such Award that is not exercisable as an incentive
stock option by reason of the one hundred thousand dollar ($100,000) limitation
contained in Section 422 of the Code shall be treated as a Nonqualified Stock
Option.




     (e)     No Incentive Stock Options may be granted more than ten (10) years from the
Effective Date.




     (f)     In addition to any other notice requirement, rights of first refusal, or other
restrictions on shares of Common Stock, the Award Agreement for each Incentive Stock Option
shall provide that the Participant shall notify the Corporation if such Participant sells or
otherwise transfers any shares of Common Stock acquired upon exercise of the Incentive Stock
Option within two (2) years of the Grant Date of such Incentive Stock Option or within one
(1) year of the date such shares were acquired upon the exercise of such Incentive Stock
Option.



     4.2.     Maximum. Subject to the limitations of Section 3.6, the maximum number of shares
of Common Stock subject to Incentive Stock Option Awards shall be the maximum number of shares
available for Awards under the Plan.



     4.3.     Other Terms. The Committee may provide for any other terms and conditions which
it determines should be imposed for an Incentive Stock Option to qualify under Section 422 of the
Code, as well as any other terms and conditions not inconsistent with this Article IV or Articles
III or VI, as determined in its sole discretion and set forth in the Award Agreement for such
Incentive Stock Option.



     4.4.     Construction Under Section 422. Each provision of this Article IV and of each
Incentive Stock Option granted hereunder shall be construed in accordance with the provisions



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of Section 422 of the Code, and any provision hereof that cannot be so construed shall be
disregarded.




ARTICLE V — NONQUALIFIED STOCK OPTIONS




     5.1.     Terms of Grant. The Committee, in its sole discretion, may from time to time on
or after the Effective Date grant Nonqualified Stock Options to Eligible Persons, subject to the
provisions of this Article V and Articles III and VI and subject to the following conditions:




     (a)     Nonqualified Stock Options may be granted to any Eligible Persons, each of whom may
be granted one or more of such Nonqualified Stock Options, at such time or times as may be
determined by the Committee.




     (b)     The Option Price per share of Common Stock for a Nonqualified Stock Option shall be
set in the Award Agreement and may be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock at the Grant Date.




     (c)     A Nonqualified Stock Option may be exercised in full or in part from time to time
within the Option Period specified by the Committee and set forth in the Award Agreement;
provided, however, that, in any event, the Nonqualified Stock Option shall lapse and cease
to be exercisable upon a Termination of Service or within such period following a
Termination of Service as shall have been determined by the Committee and set forth in the
related Award Agreement.



     5.2.     Other Terms. The Committee may provide for any other terms and conditions for a
Nonqualified Stock Option not inconsistent with this Article V or Articles III or VI, as determined
in its sole discretion and set forth in the Award Agreement for such Nonqualified Stock Option.



ARTICLE VI — INCIDENTS OF STOCK OPTIONS




     6.1.     Award Agreements. Each Stock Option shall be granted subject to such terms and
conditions, if any, not inconsistent with this Plan, as shall be determined by the Committee and
set forth in the related Award Agreement, including any provisions as to continued employment as
consideration for the grant or exercise of such Stock Option and any provisions which may be
advisable to comply with applicable laws, regulations, or rulings of any governmental authority.



     6.2.     Transferability. Except as hereinafter described, a Stock Option shall not be
transferable by the Participant other than by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the Participant only by the Participant or the
Participant’s guardian or legal representative. In the event of the death of a Participant, any
unexercised Stock Options may be exercised to the extent otherwise provided herein or in such
Participant’s Award Agreement by the executor or personal representative of such Participant’s



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estate or by any person who acquired the right to exercise such Stock Options by bequest under
the Participant’s will or by inheritance.




     6.3.     Exercise and Payment. Shares of Common Stock purchased upon exercise of a Stock
Option shall be paid for in such amounts, at such times and upon such terms as shall be determined
by the Committee, subject to limitations set forth in the Award Agreement. The Committee may, in
its sole discretion, permit the exercise of a Stock Option by payment in full of the Option price
of said shares, and such payment shall be made at the time of the exercise of the Option (i) in
cash or by check payable to the order of the Corporation, (ii) if authorized by the Committee, by
delivery of Mature Shares, and including, if the Optionee elects, Option Shares in an amount
necessary to provide for any income tax withholding (the amount to be withheld shall not exceed the
statutory minimum Federal and State income and employment tax liability arising from the Option
exercise transaction), (iii) if authorized by the Committee or if specified in the Award Agreement
pursuant to which the Option is being exercised, by a full-recourse promissory note made by the
Optionee in favor of the Corporation, upon the terms and conditions determined by the Committee and
secured by the Option Shares issued upon exercise and by the assets of the Optionee, complying with
applicable law (including, without limitation, state corporate and federal margin requirements), or
any combination thereof. Furthermore, if the Corporation has an underwritten public offering of
its equity securities pursuant to a registration statement filed under the Securities Act of 1933,
as amended, and is thereafter listed on a national securities exchange, the Committee may permit an
Optionee to pay the exercise price by irrevocably authorizing a third party to sell shares of the
Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Option, and
remit to the Corporation a sufficient portion of the sale proceeds to pay the entire exercise price
and any withholding resulting from such exercise. As soon as practicable after said notice and the
Option price have been received by the Corporation, the Corporation shall deliver to the Optionee a
stock certificate registered in the Optionee’s name representing the Option Shares. Shares of
Common Stock previously held by the Participant and surrendered in payment of the Option Price of a
Stock Option shall be valued for such purpose at the Fair Market Value thereof on the date the
Stock Option is exercised.



     6.4.     Dividends. No cash dividends shall be paid on shares of Common Stock subject to
unexercised Stock Options.



     6.5.     Surrendered Options. The Committee may permit the voluntary surrender of all or
a portion of any Stock Option granted under the Plan to be conditioned upon the granting to the
Participant of a new Stock Option for the same or a different number of shares of Common Stock as
the Stock Option surrendered, or may require such voluntary surrender as a condition precedent to a
grant of a new Stock Option to such Participant. Subject to the provisions of the Plan, such new
Stock Option shall be exercisable at such Option Price, during such Option Period and on such other
terms and conditions as are specified by the Committee at the time the new Stock Option is granted.
Upon surrender, the Stock Options surrendered shall be canceled and the shares of Common Stock
previously subject to them shall be available for the grant of other Stock Options.



     6.6.     Offer to Purchase. The Committee may at any time offer to purchase a
Participant’s outstanding Stock Option for a payment equal to the value of such Stock Option



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payable in cash, shares of Common Stock or Restricted Stock or other property upon surrender
of the Participant’s Stock Option, based on such terms and conditions as the Committee shall
establish and communicate to the Participant at the time that such offer is made.




     6.7.     Exercise Following Termination. The Committee shall have the discretion,
exercisable either at the time the Award is granted or at the time the Participant discontinues
employment, to establish as a provision applicable to the exercise of one or more Stock Options
that, during a limited period of exercisability following a Termination of Service, the Stock
Option may be exercised not only with respect to the number of shares of Common Stock for which it
is exercisable at the time of the Termination of Service but also with respect to one or more
subsequent installments for which the Stock Option would have become exercisable had the
Termination of Service not occurred.



ARTICLE VII — RESTRICTED STOCK




     7.1.     Committee Awards. The Committee, in its sole discretion, may from time to time
on or after the Effective Date award shares of Restricted Stock to Eligible Persons as a reward for
past service and an incentive for the performance of future services that will contribute
materially to the successful operation of the Corporation and its Subsidiaries, subject to the
terms and conditions set forth in this Article VII.



     7.2.     Terms and Conditions. The Committee shall determine the terms and conditions of
any Award of Restricted Stock, which shall be set forth in the related Award Agreement, including
without limitation:




     (a)     the purchase price, if any, to be paid for such Restricted Stock, which may be
zero, subject to such minimum consideration as may be required by applicable law;




     (b)     the duration of the Restriction Period or Restriction Periods with respect to such
Restricted Stock and whether any events may accelerate or delay the end of such Restriction
Period(s);




     (c)     the circumstances upon which the restrictions or limitations shall lapse, and
whether such restrictions or limitations shall lapse as to all shares of Restricted Stock at
the end of the Restriction Period or as to a portion of the shares of Restricted Stock in
installments during the Restriction Period by means of one or more vesting schedules;




     (d)     whether such Restricted Stock is subject to repurchase by the Corporation or to a
right of first refusal at a predetermined price or if the Restricted Stock may be forfeited
entirely under certain conditions;




     (e)     whether any Performance Objectives may apply to a Restriction Period to shorten or
lengthen such period; and



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     (f)     whether dividends and other distributions with respect to such Restricted Stock are
to be paid currently to the Participant or withheld by the Corporation for the account of
the Participant.



     7.3.     Acceptance. Awards of Restricted Stock must be accepted within a period of
thirty (30) days after the Grant Date (or such shorter or longer period as the Committee may
specify at the Grant Date) by executing an Award Agreement with respect to such Restricted Stock
and tendering the purchase price, if any. A prospective recipient of an Award of Restricted Stock
shall not have any rights with respect to such Award, unless such recipient has executed an Award
Agreement with respect to such Restricted Stock, has delivered a fully executed copy thereof to the
Committee and has otherwise complied with the applicable terms and conditions of such Award.



     7.4.     Forfeiture. In the sole discretion of the Committee and as set forth in the
Award Agreement for an Award of Restricted Stock, all shares of Restricted Stock held by a
Participant and still subject to restrictions shall be forfeited by the Participant upon the
Participant’s Termination of Service and shall be reacquired, cancelled and retired by the
Corporation. Notwithstanding the foregoing, unless otherwise provided in an Award Agreement with
respect to an Award of Restricted Stock, in the event of the death, Disability or Retirement of a
Participant during the Restriction Period, or in other cases of special circumstances (including
hardship or other special circumstances of a Participant whose employment is involuntarily
terminated), the Committee may elect to waive in whole or in part any remaining restrictions with
respect to all or any part of such Participant’s Restricted Stock, if it finds that a waiver would
be appropriate.



     7.5.     No Transfer or Pledge. Except as otherwise provided in this Article VII, no
shares of Restricted Stock received by a Participant shall be sold, exchanged, transferred,
pledged, hypothecated, or otherwise disposed of during the Restriction Period.



     7.6.     Issuance of Certificate. On an Award of Restricted Stock to a Participant, a
certificate or certificates representing the shares of such Restricted Stock will be issued to and
registered in the name of the Participant. Unless otherwise determined by the Committee, such
certificate or certificates will be held in custody by the Corporation until (i) the Restriction
Period expires and the restrictions or limitations lapse, in which case one or more certificates
representing such shares of Restricted Stock that do not bear a restrictive legend (other than any
legend as required under applicable federal or state securities laws) shall be delivered to the
Participant, or (ii) a prior forfeiture by the Participant of the shares of Restricted Stock
subject to such Restriction Period, in which case the Corporation shall cause such certificate or
certificates to be cancelled and the shares represented thereby to be retired, all as set forth in
the Participant’s Award Agreement. It shall be a condition of an Award of Restricted Stock that
the Participant deliver to the Corporation a stock power endorsed in blank relating to the shares
of Restricted Stock to be held in custody by the Corporation.



     7.7.     Rights as a Stockholder. Except as provided in this Article VII or in the
related Award Agreement, a Participant receiving an Award of shares of Restricted Stock Award shall
have, with respect to such shares, all rights of a stockholder of the Corporation, including the
right to vote the shares and the right to receive any distributions, unless and until such shares
are



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otherwise forfeited by such Participant; provided, however, the Committee may require that any
cash dividends with respect to such shares of Restricted Stock be automatically reinvested in
additional shares of Restricted Stock subject to the same restrictions as the underlying Award, or
may require that cash dividends and other distributions on Restricted Stock be withheld by the
Corporation or its Subsidiaries for the account of the Participant. The Committee shall determine
whether interest shall be paid on amounts withheld, the rate of any such interest, and the other
terms applicable to such withheld amounts.




ARTICLE VIII — STOCK AWARDS




     8.1.     Grant. The Committee, in its sole discretion, subject to terms and conditions
provided thereby, may from time to time on or after the Effective Date grant Stock Awards to
Eligible Persons in payment of compensation that has been earned or as compensation to be earned,
including without limitation compensation awarded or earned concurrently with or prior to the grant
of the Stock Award, subject to the terms and conditions set forth in this Article VIII.



     8.2.     Valuation. For the purposes of this Plan, in determining the value of a Stock
Award, all shares of Common Stock subject to such Stock Award shall be valued at not less than one
hundred percent (100%) of the Fair Market Value of such shares of Common Stock on the Grant Date of
such Stock Award, regardless of when such shares of Common Stock are issued and certificates
representing such shares are delivered to the Participant.



     8.3.     Issuance. Unless otherwise determined by the Committee and set forth in the
related Award Agreement, shares of Common Stock subject to a Stock Award will be issued, and one or
more certificates representing such shares will be delivered, to the Participant as soon as
practicable following the Grant Date of such Stock Award. Upon the issuance of such shares and the
delivery of one or more certificates representing such shares to the Participant, such Participant
shall be and become a stockholder of the Corporation fully entitled to receive dividends, to vote
and to exercise all other rights of a stockholder of the Corporation subject to any express
restrictions on transfer or otherwise with respect to such shares. Notwithstanding any other
provision of this Plan, unless the Committee expressly provides otherwise with respect to a Stock
Award, as set forth in the related Award Agreement, no Stock Award shall be deemed to be an
outstanding Award for purposes of the Plan.



ARTICLE IX — PERFORMANCE SHARES




     9.1.     Grant. The Committee, in its sole discretion, may from time to time on or after
the Effective Date award Performance Shares to Eligible Persons as an incentive for the performance
of future services that will contribute materially to the successful operation of the Corporation
and its Subsidiaries, subject to the terms and conditions set forth in this Article IX.



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     9.2.     Terms. The Committee shall determine the terms and conditions of any Award of
Performance Shares, which shall be set forth in the related Award Agreement, including without
limitation:




     (a)     the purchase price, if any, to be paid for such Performance Shares, which may be
zero, subject to such minimum consideration as may be required by applicable law;




     (b)     the Performance Period and/or Performance Objectives applicable to such Awards;




     (c)     the number of Performance Shares that shall be paid to the Participant if the
applicable Performance Objectives are exceeded or met in whole or in part; and




     (d)     the form of settlement of a Performance Share.



     9.3.     Valuation. At any date, each Performance Share shall have a value equal to the
Fair Market Value of a share of Common Stock.



     9.4.     Multiple Outstanding Issues. Performance Periods may overlap, and Participants
may participate simultaneously with respect to Performance Shares for which different Performance
Periods are prescribed.



     9.5.     Performance Objectives. Performance Objectives may vary from Participant to
Participant and between Awards and shall be based upon such performance criteria or combination of
factors as the Committee may deem appropriate, including, but not limited to, minimum earnings per
share, return on equity, revenue, operating or net cash flows, financial return rates, market
share, or total stockholders return. If during the course of a Performance Period there shall
occur significant events that the Committee expects to have a substantial effect on the applicable
Performance Objectives during such period, the Committee may revise such Performance Objectives.



     9.6.     Calculation of Distribution. As soon as practicable after the end of a
Performance Period, the Committee shall determine the extent to which Awards have been earned on
the basis of the Corporation’s actual performance in relation to the established Performance
Objectives as set forth in the Award Agreement and certify these results. The Committee shall
ascertain the amount to be distributed to the Participant in accordance with Section 9.7 in respect
of the Award. In the sole discretion of the Committee and as set forth in the Award Agreement for
an Award of Performance Shares, all Performance Shares held by a Participant and not earned shall
be forfeited by the Participant upon the Participant’s Termination of Service. Notwithstanding the
foregoing, unless otherwise provided in an Award Agreement with respect to an Award of Performance
Shares, in the event of the death, Disability or Retirement of a Participant during the applicable
Performance Period, or in other cases of special circumstances (including hardship or other special
circumstances of a Participant whose employment is involuntarily terminated), the Committee may
determine to make a payment in settlement of such Performance Shares at the end of the Performance
Period, based upon the extent to which the Performance Objectives were satisfied at the end of such
period and pro rated for the portion of the Performance Period



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during which the Participant was employed by the Corporation or a Subsidiary; provided,
however, that the Committee may provide for an earlier payment in settlement of such Performance
Shares in such amount and under such terms and conditions as the Committee deems appropriate or
desirable.




     9.7.     Settlement. The settlement of a Performance Share shall be made, in the sole
discretion of the Committee, in cash, whole shares of Common Stock or a combination thereof and
shall be made as soon as practicable after the end of the applicable Performance Period.
Notwithstanding the foregoing, the Committee in its sole discretion may allow a Participant to
defer payment in settlement of Performance Shares on terms and conditions approved by the Committee
and set forth in the related Award Agreement entered into in advance of the time of receipt or
constructive receipt of payment by the Participant.



     9.8.     Transferability. Performance Shares shall not be transferable by the
Participant. The Committee shall have the authority to place additional restrictions on the
Performance Shares including, but not limited to, restrictions on transfer of any shares of Common
Stock that are delivered to a Participant in settlement of any Performance Shares.



ARTICLE X — CHANGE OF CONTROL




     In the event that the Corporation is subject to a Change of Control, all outstanding Awards
shall be subject to the agreement evidencing such Change of Control. With respect to a Stock
Option, such agreement shall provide for one or more of the following:




     (a)     The continuation of such outstanding Stock Options by the Corporation (if the
Corporation is the surviving corporation).




     (b)     The assumption of such outstanding Stock Options by the surviving corporation or
its parent in a manner that complies with Section 424(a) of the Code (whether or not such
Stock Options are Incentive Stock Options).




     (c)     The substitution by the surviving corporation or its parent of new options for such
outstanding Stock Options in a manner that complies with Section 424(a) of the Code (whether
or not such Stock Options are Incentive Stock Options).




     (d)     Full exercisability of such outstanding Stock Options and full vesting of the
shares subject to such Stock Options, followed by the cancellation of such Stock Options.
The full exercisability of such Stock Options and full vesting of the shares subject to such
Stock Options may be contingent on the closing of such Change of Control. The Optionees
shall be able to exercise such Stock Options during a period of not less than five full
business days preceding the closing date of such Change of Control, unless (A) a shorter
period is required to permit a timely closing of such Change of Control and (B) such shorter
period still offers the Optionees a reasonable opportunity to exercise such Stock Options.
Any exercise of such Stock Options during such period may be contingent on the closing of
such Change of Control.



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     (e)     The cancellation of such outstanding Stock Options and a payment to the Optionees
equal to the excess of (A) the Fair Market Value of the shares subject to such Stock Options
(whether or not such Stock Options are then exercisable or such shares are then vested) as
of the closing date of such Change of Control over (B) their Option Price. Such payment
shall be made in the form of cash, cash equivalents, or securities of the surviving
corporation or its parent with a Fair Market Value equal to the required amount. Such
payment may be made in installments and may be deferred until the date or dates when such
Stock Options would have become exercisable or such shares would have vested. Such payment
may be subject to vesting based on the Optionee’s continuing service, provided that the
vesting schedule shall not be less favorable to the Optionee than the schedule under which
such Stock Options would have become exercisable or such shares would have vested. If the
Option Price of the shares subject to such Stock Options exceeds the Fair Market Value of
such shares, then such Stock Options may be cancelled without making a payment to the
Optionees. For purposes of this Subsection (e), the Fair Market Value of any security shall
be determined without regard to any vesting conditions that may apply to such security.



ARTICLE XI — AMENDMENT AND TERMINATION




     11.1.     Power to Amend and Terminate. Subject to the provisions of Section 11.2, the
Board of Directors, on recommendation of the Committee or otherwise, at any time and from time to
time may amend or terminate the Plan as may be necessary or desirable to implement or discontinue
the Plan or any provision hereof. To the extent required by the Exchange Act or the Code, however,
no amendment, without approval by the Corporation’s stockholders, shall:




     (a)     materially alter the group of persons eligible to participate in the Plan;




     (b)     except as provided in Section 3.6, increase the maximum number of shares of Common
Stock that are available for Awards under the Plan;




     (c)     extend the period during which Incentive Stock Option Awards may be granted beyond
September 3, 2014 (ten years from the Effective Date); or




     (d)     alter the class of individuals eligible to receive an Incentive Stock Option or
increase the limit on Incentive Stock Options set forth in Section 4.1(d) or the value of
 shares of Common Stock for which an Eligible Employee may be granted an Incentive Stock
Option.



     11.2.     Amendment; Discontinuance. Except as provided in Section 10.4, no amendment to
or discontinuance of the Plan or any provision thereof by the Board of Directors or the
stockholders of the Corporation shall, without the written consent of the Participant, adversely
affect (in the sole discretion of the Committee) any Award theretofore granted to such Participant
under this Plan; provided, however, that the Committee retains the right and power to:




     (a)     annul any Award if the Participant is terminated for cause as determined by the
Committee; and



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     (b)     convert any outstanding Incentive Stock Option to a Nonqualified Stock Option.



     11.3.     Effect of Change in Control. If a Change of Control has occurred, no amendment
or termination shall impair the rights of any person with respect to an outstanding Award, as
provided in Article X.



ARTICLE XII — MISCELLANEOUS PROVISIONS




     12.1.     No Right to Employment. Nothing in the Plan or any Award granted hereunder
shall confer upon any Participant any right to continue in the employ of or under any contract with
the Corporation or its Subsidiaries or to serve as a Director or shall interfere in any way with
the right of the Corporation or its Subsidiaries or the stockholders of the Corporation, as
applicable, to terminate the employment of a Participant or to release or remove a Director at any
time. Unless specifically provided otherwise, no Award granted under the Plan shall be deemed
salary or compensation for the purpose of computing benefits under any employee benefit plan or
other arrangement of the Corporation or its Subsidiaries for the benefit of their respective
employees. No Participant shall have any claim to an Award until it is actually granted under the
Plan and an Award Agreement has been executed and delivered to the Corporation. To the extent that
any person acquires a right to receive payments from the Corporation under the Plan, such right
shall, except as otherwise provided by the Committee, be no greater than the right of an unsecured
general creditor of the Corporation. All payments to be made hereunder shall be paid from the
general funds of the Corporation, 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 provided in
Article VII with respect to Restricted Stock and except as otherwise provided by the Committee.



     12.2.     Applicability of Federal and State Laws. The Plan and the grant of Awards shall
be subject to all applicable federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. Any provision herein relating to
compliance with Rule 16b-3 under the Exchange Act shall not be applicable with respect to
participation in the Plan by Participants who are not subject to Section 16 of the Exchange Act.



     12.3.     Binding Effect. The terms of the Plan shall be binding on the Corporation, its
successors and assigns.



     12.4.     Non-transferability. Neither a Stock Option nor any other type of equity-based
compensation provided for hereunder shall be transferable. In addition to the transfer restriction
contained herein, additional transfer restrictions shall apply to the extent required by federal or
state securities laws. If any Participant makes such a transfer in violation hereof, any
obligation hereunder of the Corporation to such Participant shall terminate immediately.



     12.5.     Governing Law. This Plan and all actions taken hereunder shall be governed by
the laws of the State of Delaware.



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     12.6.     Notice of Section 83(b) Election. Each Participant exercising an Award
hereunder agrees to give the Committee prompt written notice of any election made by such
Participant under Section 83(b) of the Code, or any similar provision thereof.



     12.7.     Invalidity. If any provision of this Plan or an Award Agreement is or becomes
or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or
any Award Agreement under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan
or the Award Agreement, it shall be stricken, and the remainder of the Plan or the Award Agreement
shall remain in full force and effect.



     12.8.     Continued Right to Change Business Structure. The grant of an Award pursuant to
this Plan shall not affect in any way the right or power of the Corporation or any of its
Subsidiaries to make adjustments, reclassification, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate or sell, or to transfer
all or part of its business or assets.



     12.9.     ERISA. The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 (“ERISA”) or qualified under Section 401(a) of the Code.



     12.10.     Taxes. If a Participant is required to pay to the Corporation an amount with
respect to income and employment tax withholding obligations in connection with (i) the exercise of
a Nonqualified Stock Option, (ii) certain dispositions of Common Stock acquired on the exercise of
an Incentive Stock Option, or (iii) the receipt of Common Stock pursuant to any other Award, then
the issuance of Common Stock to such Participant shall not be made (or the transfer of shares by
such Participant shall not be required to be effected, as applicable) unless such withholding tax
or other withholding liabilities shall have been satisfied in a manner acceptable to the
Corporation. The Committee, in its sole discretion and subject to such rules as it may adopt, may
permit the Participant to satisfy such obligation, in whole or in part, by making an irrevocable
election that a portion of the total Fair Market Value of the shares of Common Stock be paid in the
form of cash in lieu of the issuance of Common Stock and that such cash payment be applied to the
satisfaction of the withholding obligations. The amount to be withheld shall not exceed the
statutory minimum federal and state income and employment tax liability, or any other governmental
impost or levy, arising from the transfer of the Common Stock to the Participant. Notwithstanding
any other provision of the Plan, any election under this Section 12.10 is required to satisfy the
applicable requirements of Rule 16b-3 under the Exchange Act.



     12.11.     Acceptance. By accepting any benefits under the Plan, each Participant and
each person claiming under or through such Participant shall be conclusively deemed to have
indicated acceptance and ratification of, and consent to, any action taken or made to be taken
under the Plan by the Corporation, the Board of Directors, the Committee, or any committee
appointed by the Board of Directors.



20









 





     12.12.     Segregation. Except as otherwise specifically set forth in the Plan or the
Award Agreement, the Corporation shall not be required to segregate or otherwise earmark any cash
or other property in connection with any Award.



     12.13.     Employees Based Outside of the United States. Notwithstanding any provision of
the Plan to the contrary, in order to foster and promote achievement of the Plan or to comply with
provisions of laws in other countries in which the Corporation, its Subsidiaries, and its
affiliates operate or have employees, the Committee, in its sole discretion, shall have the power
and authority (i) to determine which individuals employed outside of the United States are eligible
to participate in the Plan, (ii) to modify the terms and conditions of Awards granted to such
individuals, (iii) to establish subplans, modify option exercise procedures, and other terms and
procedures to the extent such actions may be necessary or advisable, and (iv) to grant to such
individuals in countries where the granting of stock options is impossible or impracticable, as
determined by the Committee, stock appreciation rights with terms and conditions that, to the
fullest extent possible, are substantially identical to the stock options granted hereunder.




21