Exhibit 10.6


 


INGEVITY
CORPORATION


2016 OMNIBUS
INCENTIVE PLAN


 


Effective May 16, 2016


 


Section
1


Purpose and Objectives


 


The primary purposes of the Plan are (a)
to reward selected corporate officers, key employees and non-employee directors of the Company and its Subsidiaries by enabling
them to acquire shares of common stock of the Company and/or through the provision of long term and short term cash payments, and
(b) to assume and govern other awards pursuant to the adjustment of awards granted under any Parent Long-Term Incentive Plan (as
defined in the Employee Matters Agreement) in accordance with the terms of the Employee Matters Agreement (“Adjusted Awards”).
The Plan is designed to attract and retain employees and non-employee directors of the Company and its Subsidiaries and to encourage
a sense of proprietorship in the Company and its Subsidiaries.


 


Section
2


Definitions


 


As used herein, the terms set forth below
shall have the following respective meanings:


 


(a)          “409(A)
CIC” means the consummation of a “change in ownership” of the Company, a “change in effective control”
of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, and in each case,
as defined under Code Section 409A.


 


(b)          “Authorized
Officer” means the Chairman of the Board, the Chief Executive Officer of the Company or the Chief Human Resources Officer
of the Company (or any other senior officers of the Company to whom any of such individuals shall delegate the authority to execute
any Award Agreement).


 


(c)          “Adjusted
Awards” has the meaning set forth in Section 1.


 


(d)          “Applicable
Pro-Ration Factor” has the meaning set forth in Section 14.2(b).


 


(e)          “Award”
means the grant of any Option, Stock Appreciation Right, Stock Award, or Cash Award, any of which may be structured as a Performance
Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions, and
limitations as the Committee may establish in accordance with the objectives of this Plan. The term Award shall include Adjusted
Awards.


 


(f)          “Award
Agreement” means the document (in written or electronic form) communicating the terms, conditions and limitations applicable
to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for
procedures through which Award Agreements are made available but not executed. Any Participant who is granted an Award and who
does not affirmatively reject the applicable


 




     


     


    

  


Award Agreement shall be deemed to have accepted
the terms of Award as embodied in the Award Agreement.


 


(g)          “Board”
means the Board of Directors of the Company.


 


(h)          “Business
Combination” has the meaning set forth in Section 14.5(c)


 


(i)          “Cash
Award” means an Award denominated in cash.


 


(j)          “Cause”
means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any individual agreement to
which the applicable Participant is a party, or (ii) if there is no such individual agreement or if it does not define Cause:
(A) the willful or gross neglect by a Participant of his employment duties; (B) the plea of guilty or nolo contendere
to, or conviction for, the commission of a felony offense by a Participant; (C) a material breach by a Participant of a fiduciary
duty owed to the Company or any of its Subsidiaries; or (D) a material breach by a Participant of any nondisclosure, non-solicitation
or non-competition obligation owed to the Company or any of its Subsidiaries.


 


(k)          “Change
in Control” has the meaning set forth in Section 14.5.


 


(l)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(m)          “Committee”
means the Compensation Committee of the Board, and any successor committee thereto or such other committee of the Board as may
be designated by the Board to administer this Plan in whole or in part including any subcommittee of the Board as designated by
the Board.


 


(n)          “Common
Stock” means the Common Stock of the Company.


 


(o)          “Company”
means Ingevity Corporation or any successor thereto.


 


(p)          “Corporate
Transaction” has the meaning set forth in Section 4.1(d)(i).


 


(q)          “Disability”
means, unless otherwise provided in an Award Agreement, a disability that entitles the Employee to benefits under the Company’s
long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability
plan, or if the Employee is not a participant under the Company’s long-term disability plan, as determined if the Employee
were a participant in a long-term disability plan that covers similarly situated employees. Notwithstanding the foregoing, if an
Award is subject to Code Section 409A and Disability is a payment event, the definition of Disability shall conform to the requirements
of Treasury Regulation § 1.409A-3(i)(4)(i).


 


(r)          “Disaffiliation”
means a Subsidiary ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering,
or a spinoff or sale by the Company, of the stock of the Subsidiary) or a sale of a division of the Company.


 


(s)          “Dividend
Equivalents” means, in the case of Restricted Stock Units or Performance Units, an amount equal to all dividends and
other distributions (or the economic


 




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equivalent thereof) that are payable to shareholders
of record during the Restriction Period or performance period, as applicable, on a like number of shares of Common Stock that are
subject to the Award.


 


(t)           “Effective
Date” has the meaning set forth in Section 16(a).


 


(u)          “Employee”
means an employee of the Company or any of its Subsidiaries.


 


(v)          “Employee
Matters Agreement” means the employee matters agreement entered into in between WRK and the Company.


 


(w)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


(x)           “Exercise
Price” means the price at which a Participant may exercise his right to receive cash or Common Stock, as applicable,
under the terms of an Award.


 


(y)          “Fair
Market Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed on
a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system
for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have
been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if the Common
Stock is not so listed, the average of the closing bid and asked price on that date, or, if there are no quotations available for
such date, on the last preceding date on which such quotations shall be available, as reported by an inter-dealer quotation system,
(iii) if shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed
by the Committee for such purpose, or (iv) if none of the above are applicable, the fair market value of a share of Common Stock
as determined in good faith by the Committee.


 


(z)          “Fiscal
Year” means the calendar year of the Company.


 


(aa)        “Good
Reason” means (i) “Good Reason” as defined in any individual agreement or Award Agreement to which the
applicable Participant is a party, or (ii) if there is no such individual agreement or if it does not define Good Reason,
without the Participant’s prior written consent: (A) a material reduction in the Participant’s rate of annual
base salary from the rate of annual base salary in effect for such Participant immediately prior to the Change in Control, (B) a
relocation of the Participant’s principal place of business more than 35 miles from the city in which such Participant’s
principal place of business was located immediately prior to the Change in Control or (C) a material and demonstrable adverse
change in the nature and scope of the Participant’s duties from those in effect immediately prior to the Change in Control.
In order to invoke a termination of employment for Good Reason, a Participant shall provide written notice to the Company of the
existence of one or more of the conditions described in clauses (A) through (C) within 90 days following the Participant’s
knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of
such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company
fails to remedy the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at
all, within 90 days following the Cure Period in


 




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order for such Termination of Employment to
constitute a Termination of Employment for Good Reason.


 


(bb)        “Grant
Date” means (i) the date on which the Committee by resolution selects an eligible individual to receive a grant of an
Award and determines the number of shares of Common Stock to be subject to such Award or the formula for earning a number of shares
or cash amount, (ii) such later date as the Committee shall provide in such resolution or (iii) the initial date on which an Adjusted
Award was granted under the applicable Parent Long-Term Incentive Plan.


 


(cc)        “Incumbent
Board” has the meaning set forth in Section 14.5(b)


 


(dd)        “Incentive
Stock Option” means an Option that is intended to comply with the requirements set forth in Code Section 422.


 


(ee)        “Non-Employee
Director” means anyone who serves on the Board, other than any employee of the Company.


 


(ff)         “Nonqualified
Stock Option” means an Option that is not intended to comply with the requirements set forth in Code Section 422.


 


(gg)        “Option”
means a right to purchase a specified number of shares of Common Stock at a specified Exercise Price, which is either an Incentive
Stock Option or a Nonqualified Stock Option.


 


(hh)       “Outstanding
Common Stock” has the meaning set forth in Section 14.5(a).


 


(ii)         “Outstanding
Voting Securities” has the meaning set forth in Section 14.5(a).


 


(jj)         “Participant”
means an Employee or Non-Employee Director to whom an Award has been made under this Plan.


 


(kk)        “Performance
Award” means an Award made pursuant to this Plan to a Participant which is subject to the attainment of one or more Performance
Goals. A Performance Award may be in the form of Performance Unit Awards, Restricted Stock Awards, Options, SARs or Cash Awards.


 


(ll)         “Performance
Goal” means one or more standards established by the Committee to determine in whole or in part whether a Performance
Award shall be earned.


 


(mm)      “Performance
Unit” means a unit evidencing the right to receive in specified circumstances cash or shares of Common Stock or equivalent
value of Common Stock in cash, the value of which at the time it is settled is determined as a function of the extent to which
established performance criteria have been satisfied. Performance Units may take the form of performance-based Restricted Stock
Units or Cash Awards.


 


(nn)       “Performance
Unit Award” means an Award in the form of Performance Units.


 




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(oo)       “Person”
has the meaning set forth in Section 14.5(a)


 


(pp)       “Qualified
Performance Awards” has the meaning set forth in Section 13.2.


 


(qq)       “Qualified
Termination of Employment” means a termination of employment by the Company without Cause, other than as a result of
death or disability, or a termination of employment by a Participant for Good Reason. 


 


(rr)         “Replaced
Award” has the meaning set forth in Section 14.2(a).


 


(ss)        “Replacement
Award” has the meaning set forth in Section 14.2(a).


 


(tt)         “Restricted
Stock” means a share of Common Stock that is restricted or subject to forfeiture provisions.


 


(uu)       “Restricted
Stock Award” means an Award in the form of Restricted Stock.


 


(vv)       “Restricted
Stock Unit” means a unit evidencing the right to receive in specified circumstances one share of Common Stock or equivalent
value in cash that is restricted or subject to forfeiture provisions.


 


(ww)      “Restricted
Stock Unit Award” means an Award in the form of Restricted Stock Units.


 


(xx)        “Restriction
Period” means a period of time beginning as of the date upon which an Award is made pursuant to this Plan and ending
as of the date upon which such Award is no longer restricted or subject to forfeiture provisions.


 


(yy)       “Share
Change” has the meaning set forth in Section 4.1(d)(ii).


 


(zz)       “Stock
Appreciation Right” or “SAR” means a right to receive a payment, in cash or Common Stock, equal to
the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the right is exercised over a specified
Exercise Price.


 


(aaa)      “Stock
Award” means an Award in the form of shares of Common Stock, including a Restricted Stock Award, and a Restricted Stock
Unit Award or Performance Unit Award that may be settled in shares of Common Stock, and excluding Options and SARs.


 


(bbb)    “Stock-Based
Award Limitations” has the meaning set forth in Section 4.3.


 


(ccc)     “Subsidiary”
means any corporation, partnership, association, joint stock company, business trust, unincorporated organization or other entity
that the Company controls directly or indirectly through one or more intermediaries.


 


(ddd)     “WRK”
means WestRock Company.


 




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Section
3


Eligibility


 


All Employees and Non-Employee Directors
are eligible for Awards under this Plan. The Committee shall determine the type or types of Awards to be made under this Plan and
shall designate from time to time the Employees and Non-Employee Directors who are to be granted Awards under this Plan.


 


Section
4


Shares Subject
to Awards and other Plan Limits


 


4.1         Common
Stock Available for Awards.


 


(a)          Plan
Maximums. The maximum number of shares of Common Stock that may be delivered pursuant to Awards under the Plan shall be 4,000,000
shares of Common Stock. The maximum number of shares of Common Stock that may be granted pursuant to Options intended to be Incentive
Stock Options shall be 4,000,000 shares of Common Stock. Shares of Common Stock subject to an Award under the Plan may be authorized
and unissued shares or may be treasury shares.


 


(b)          Individual
Limits.


 


(i)          During
a calendar year, no single Participant (excluding Non-Employee Directors) may be granted:


 


(A)         Options
or Stock Appreciation Rights covering in excess of 150,000 shares of Common Stock in the aggregate; or


 


(B)         Qualified
Performance Awards (other than Options or Stock Appreciation Rights) covering in excess of 150,000 shares of Common Stock in the
aggregate.


 


(ii)         During
a calendar year, no single Participant who is a Non-Employee Director may be granted stock-based Awards having a fair market value
in excess of $250,000 on the date of grant. For purposes of this Section 4.1(b), the value of an Option or Stock Appreciation Right
shall be determined in accordance with the Black-Scholes or other pricing model used to determine stock option values in the Company’s
most recent annual report on Form 10-K and the value of any other stock-based Award shall be determined based on the Fair Market
Value on the grant date of the Award.


 


(c)          Rules
for Calculating Shares Delivered.


 


(i)          With
respect to Awards, other than Adjusted Awards, to the extent that any Award is forfeited, terminates, expires or lapses without
being exercised, or any Award is settled for cash, the shares of Common Stock subject to such Award not delivered as a result thereof
shall again be available for Awards under the Plan.


 




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(ii)         
Shares of Common Stock that are tendered by a Participant or withheld as full or partial payment to satisfy withholding taxes shall
not become available again for issuance under this Plan.


 


(iii)        Shares
of Common Stock that are tendered by a Participant or withheld as full or partial payment for the Exercise Price of an Award shall
not become available again for issuance under this Plan.


 


(d)          Adjustment
Provisions.


 


(i)          In
the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration
of the Company’s direct or indirect ownership of a Subsidiary (including by reason of a Disaffiliation), or similar event
affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board
may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number
and kind of shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set
forth in Sections 4.1(a) and 4.1(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards,
(C) the number and kind of shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding
Options and Stock Appreciation Rights.


 


(ii)         In
the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar
event affecting the capital structure of the Company or a Disaffiliation, separation or spinoff, in each case without consideration,
or other extraordinary dividend of cash or other property (each, a “Share Change”), the Committee or the Board
shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of
shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in
Sections 4.1(a) and 4.1(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the
number and kind of shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Options
and Stock Appreciation Rights.


 


(iii)        In
the case of Corporate Transactions, the adjustments contemplated by clause (i) of this paragraph (d) may include, without
limitation, (A) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having
an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being
understood that in the case of a Corporate Transaction with respect to which holders of Common Stock receive consideration other
than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value
of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration
being paid for each share of Common Stock pursuant to such Corporate Transaction over the exercise price of such Option or Stock
Appreciation Right shall conclusively be deemed valid), (B) the substitution of other property (including, without limitation,
cash or other securities of the Company and securities of entities other 


 




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than the Company) for the
shares of Common Stock subject to outstanding Awards, and (C) in connection with any Disaffiliation, arranging for the
assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including,
without limitation, other securities of the Company and securities of entities other than the Company), by the affected
Subsidiary or division or by the entity that controls such Subsidiary, or division following such Disaffiliation (as well as
any corresponding adjustments to Awards that remain based upon Company securities). Any adjustments made pursuant to this
Section 4.1(d) to Awards that are considered “deferred compensation” within the meaning of Section 409A of
the Code shall be made in compliance with the requirements of Section 409A of the Code. Any adjustments made pursuant to
this Section 4.1(d) to Awards that are not considered “deferred compensation” subject to Section 409A
of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not
to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code.


 


(iv)        Any
adjustment under this Section 4.1(d) need not be the same for all Participants.


 


(e)          No
Employee may be granted during any calendar year (1) Cash Awards or (2) Restricted Stock Unit Awards or Performance Unit Awards
that may be settled solely in cash having a value determined on the Grant Date in excess of $4,000,000.


 


Section
5


Administration


 


5.1           Authority
of the Committee; Qualifications. Except as otherwise provided in this Plan with respect to actions or determinations by
the Board, this Plan shall be administered by the Committee, subject to the following:


 


(a)          The
members of the Committee shall satisfy any independence requirements prescribed by any stock exchange on which the Company lists
its Common Stock;


 


(b)          Awards
may be granted to individuals who are subject to Section 16(b) of the Exchange Act only if the Committee is comprised solely of
two or more “Non-Employee Directors” as defined in Securities and Exchange Commission Rule 16b-3 (as amended from time
to time, and any successor rule, regulation or statute fulfilling the same or similar function); and


 


(c)          Any
Award intended to qualify for the “performance-based compensation” exception under Code Section 162(m) shall be granted
only if the Committee is comprised solely of two or more “outside directors” within the meaning of Code Section 162(m)
and regulations pursuant thereto.


 


5.2           Powers.
Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to
take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration
hereof. The Committee shall also have full and exclusive power to interpret this Plan and to


 




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adopt such rules, regulations and guidelines
for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of
the Company and in keeping with the objectives of this Plan. Subject to Sections 5.4, 6.2 and 6.3 hereof, the Committee may, in
its discretion:


 


(a)          select
the eligible individuals to whom Awards may from time to time be granted;


 


(b)          determine
whether and to what extent different forms of Awards are to be granted hereunder;


 


(c)          determine
the number of shares of Common Stock to be covered by each Award granted hereunder or the amount of any cash-based award;


 


(d)          determine
the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;


 


(e)          subject
to Section 16, modify, amend or adjust the terms and conditions of any Award, at any time or from time to time;


 


(f)     
     adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable;


 


(g)          accelerate
the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its
sole discretion determines;


 


(h)          interpret
the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);


 


(i)      
    establish any “blackout” period that the Committee in its sole discretion deems
necessary or advisable;


 


(j)      
    decide all other matters that must be determined in connection with an Award; and


 


(k)    
     otherwise administer the Plan.


 


5.3          Final
and Binding. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or
in any Award Agreement in the manner and to the extent the Committee deems necessary or desirable to further this Plan’s
purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all parties concerned.


 


5.4           Prohibition
on Repricing of Awards. In no event may any Option or Stock Appreciation Right granted under this Plan be amended, other
than pursuant to Section 4.1, to decrease the exercise price thereof, be cancelled in exchange for cash or other Awards or in conjunction
with the grant of any new Option or Stock Appreciation Right with a lower exercise price or otherwise be subject to any action
that would be treated under the applicable listing


 




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standards or for accounting purposes, as a
“repricing” of such Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved
by the Company’s stockholders.


 


5.5          Delegation
of Authority. Subject to Delaware law, the Committee may delegate any of its authority to the Board, to any other committee
of the Board or to an Authorized Officer to grant Awards to Employees who are not subject to Section 16(b) of the Exchange Act;
provided that the requirements of Section 5.1 are met. Such delegation shall be made in writing specifically setting forth such
delegated authority. As permitted by Delaware law, the Committee may also delegate to an Authorized Officer authority to execute
on behalf of the Company any Award Agreement. The Committee and the Board, as applicable, may engage or authorize the engagement
of a third party administrator to carry out administrative functions under this Plan.


 


Section
6


Awards


 


6.1          Grants.
Awards may be granted under the Plan to eligible individuals and, with respect to Adjusted Awards, in accordance with the terms
of the Employee Matters Agreement.


 


6.2          Award
Agreements. Each Award shall be embodied in an Award Agreement, which shall contain such terms, conditions and limitations
as shall be determined by the Committee, in its sole discretion, and, if required by the Committee, shall be signed by the Participant
to whom the Award is granted and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed
in Sections 7-13 and may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with,
in replacement of, or as alternatives to, grants or rights under this Plan or any other plan of the Company or any of its Subsidiaries,
including the plan of any acquired entity. Upon the termination of employment by a Participant who is an Employee, any unexercised,
unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement.


 


6.3          Vesting
Limitations. Except as otherwise provided below, any Stock Award, Option or Stock Appreciation Right that


 


(a)          is
not a Performance Award shall have a minimum Restriction Period of one year from the date of grant; or


 


(b)          is
a Performance Award shall have a minimum performance period of one year from the date of grant;


 


provided, however, that (1) the Committee may
provide for earlier vesting (x) to the extent provided for in an Employee’s employment agreement with the Company
or any Subsidiary that was effective prior the Effective Date, (y) upon an Employee’s termination of employment by reason
of death, Disability, retirement, involuntary termination without cause or voluntary termination for good reason, and (z) upon
a Change in Control and (2) vesting of a Stock Award, Option or Stock Appreciation Right may occur incrementally over the Restriction
Period or minimum performance period, as applicable.


 




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6.4          Payment
of Awards. Payment of Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include
such restrictions as the Committee shall determine, including, but not limited to, in the case of Common Stock, restrictions on
transfer and forfeiture provisions. For a Restricted Stock Award, the certificates evidencing the shares of such Restricted Stock
(to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and
conditions of the restrictions applicable thereto. For a Restricted Stock Unit Award that may be settled in shares of Common Stock,
the shares of Common Stock that may be issued at the end of the Restriction Period shall be evidenced by book entry registration
or in such other manner as the Committee may determine.


 


6.5          Dividends
and Dividend Equivalents. Rights to dividends will be extended to and made part of any Restricted Stock Award and Dividend
Equivalents may, in the Committee’s discretion, be extended to and made part of any Restricted Stock Unit Award and Performance
Unit Award, subject in each case to such terms, conditions and restrictions as the Committee may establish; provided, however,
that no such dividends or Dividend Equivalents shall be paid with respect to unvested Stock Awards, including Stock Awards subject
to Performance Goals. Dividends and/or Dividend Equivalents shall not be extended to any Options or SARs.


 


Section
7


Options


 


7.1          General.
An Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of either an Incentive Stock Option
or a Nonqualified Stock Option. The price at which shares of Common Stock may be purchased upon the exercise of an Option shall
be not less than the Fair Market Value of the Common Stock on the Grant Date. The term of an Option shall not exceed 10 years
from the Grant Date. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Option, including,
but not limited to, the term of any Option and the date or dates upon which the Option becomes vested and exercisable, shall be
determined by the Committee and subject to the applicable requirements described in Section 6 hereof.


 


7.2          Option
Exercise. The Exercise Price shall be paid in full at the time of exercise in cash or, if permitted by the Committee and
elected by the Participant, the Participant may pay the exercise price by means of the Company withholding shares of Common Stock
otherwise deliverable on exercise of the Award or tendering Common Stock valued at Fair Market Value on the date of exercise, or
any combination thereof. The Committee, in its sole discretion, shall determine acceptable methods for Participants to tender Common
Stock. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be
received from the sale of Common Stock issuable pursuant to an Award (including cashless exercise procedures approved by the Committee
involving a broker or dealer approved by the Committee). The Committee may adopt additional rules and procedures regarding the
exercise of Options from time to time, provided that such rules and procedures are not inconsistent with the provisions of this
Section.


 




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Section
8


Stock Appreciation
Rights


 


An Award may be in the form of an SAR. The
Exercise Price for an SAR shall not be less than the Fair Market Value of the Common Stock on the Grant Date. The holder of a tandem
SAR may elect to exercise either the Option or the SAR, but not both. The exercise period for an SAR shall extend no more than
10 years after the Grant Date. Subject to the foregoing provisions, the terms, conditions, and limitations applicable to any SAR,
including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall
be determined by the Committee; provided, however, that a SAR that may be settled all or in part in shares of Common Stock
shall be subject to the applicable requirements described in Section 6 hereof.


 


Section
9


Restricted Stock
Awards


 


An Award may be in the form of a Restricted
Stock Award. The terms, conditions and limitations applicable to any Restricted Stock Award, including, but not limited to, vesting
or other restrictions, shall be determined by the Committee and subject to the applicable requirements described in Section 6 hereof.


 


Section
10


Restricted Stock
Unit Awards


 


An Award may be in the form of a Restricted
Stock Unit Award. The terms, conditions and limitations applicable to a Restricted Stock Unit Award, including, but not limited
to, the Restriction Period and the right to Dividend Equivalents, if any, shall be determined by the Committee. Subject to the
terms of this Plan, the Committee, in its sole discretion, may settle Restricted Stock Units in the form of cash or in shares of
Common Stock (or in a combination thereof) equal to the value of the vested Restricted Stock Units; provided, however,
that a Restricted Stock Unit Award that may be settled all or in part in shares of Common Stock shall be subject to the applicable
requirements described in Section 6 hereof.


 


Section
11


Performance Unit
Awards


 


An Award may be in the form of a Performance
Unit Award. Each Performance Unit shall have an initial value that is established by the Committee on the Grant Date. Subject to
the terms of this Plan, after the applicable performance period has ended, the Participant shall be entitled to receive settlement
of the value of the number of Performance Units earned by the Participant over the performance period, to be determined as a function
of the extent to which the corresponding performance goals have been achieved. The timing and the terms of settlement of earned
Performance Units shall be as determined by the Committee and as evidenced in an Award Agreement. Subject to the terms of this
Plan, the Committee, in its sole discretion, may settle earned Performance Units in the form of cash or in shares of Common Stock
(or in a combination thereof) equal to the value of the earned Performance Units; provided, however, that


 




    	 	12	 



     


    

  


a Performance Unit Award that may be settled
all or in part in shares of Common Stock shall be subject to the applicable requirements described in Section 6 hereof.


 


Section
12


Other Stock Based
Awards and Cash Awards


 


12.1       Other
Stock Based Awards. Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to,
or are otherwise based upon or settled in, Common Stock, including (without limitation), unrestricted stock, performance units,
dividend equivalents, and convertible debentures, may be granted under the Plan.


 


12.2       Cash
Awards. An Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to a Cash Award,
including, but not limited to, vesting or other restrictions, shall be determined by the Committee.


 


Section
13


Performance Awards


 


13.1       General.
Without limiting the type or number of Awards that may be made under the other provisions of this Plan, an Award may be in the
form of a Performance Award. The terms, conditions and limitations applicable to an Award that is a Performance Award shall be
determined by the Committee.


 


13.2       Nonqualified
Performance Awards. Performance Awards granted to Employees that are not intended to qualify as qualified performance-based
compensation under Code Section 162(m) shall be based on achievement of such Performance Goals and be subject to such terms, conditions
and restrictions as the Committee or its delegate shall determine.


 


13.3       Qualified
Performance Awards.


 


(a)          Performance
Awards granted to Employees under this Plan that are intended to qualify as qualified performance-based compensation under Code
Section 162(m) shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established,
objective Performance Goals established by the Committee prior to the earlier to occur of (i) 90 days after the commencement
of the period of service to which the Performance Goal relates; and (ii) the lapse of 25% of the period of service (as scheduled
in good faith at the time the goal is established), and in any event while the outcome is substantially uncertain. For the avoidance
of doubt, an Option or a Stock Appreciation Right having an exercise price equal to the Fair Market Value of a share of Common
Stock on the grant date shall constitute a Performance Award that constitutes qualified-performance-based compensation under Code
Section 162(m) and meets the requireements of the immediately preceding sentence.


 


(b)          A
Performance Goal is objective if a third party having knowledge of the relevant facts could determine whether the goal is met.
One or more of such goals may apply to the Employee, one or more business units, divisions or sectors of the Company, or the Company
as a whole, and if so desired by the Committee, by comparison with a peer group of companies including by direct reference to peers,
by reference to an index, or by a similar mechanism.


 




    	 	13	 



     


    

  


(c)          Performance
Goals. A Performance Goal shall include one or more of the following:


 


(i)           contract
awards;


 


(ii)          backlog;


 


(iii)         market
share;


 


(iv)         revenue;


 


(v)          sales;


 


(vi)         days’
sales outstanding;


 


(vii)        overhead;


 


(viii)       other
expense management;


 


(ix)         operating
income;


 


(x)          operating
income margin;


 


(xi)         earnings
(including net earnings, earnings before taxes, earnings before interest and taxes and earnings before interest, taxes, depreciation
and amortization);


 


(xii)        earnings
margin;


 


(xiii)       earnings
per share;


 


(xiv)  
    cash flow;


 


(xv)        working
capital;


 


(xvi)       book
value per share;


 


(xvii)      improvement
in capital structure;


 


(xviii)     credit
rating;


 


(xix)       return
on stockholders’ equity;


 


(xx)        return
on investment or return on invested capital;


 


(xxi)       cash
flow return on investment;


 


(xxii)      return
on assets;


 




    	 	14	 



     


    

  


(xxiii)   
 total stockholder return;


 


(xxiv)   
 economic profit;


 


(xxv)      stock
price;


 


(xxvi)     total
contract value;


 


(xxvii)    annual
contract value; or


 


(xxviii)   client
satisfaction.


 


Unless otherwise stated, a Performance Goal applicable to a
Qualified Performance Award need not be based upon an increase or positive result under a particular business criterion and could
include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific
business criteria).


 


(d)          Interpretation;
Code Requirements. In interpreting Plan provisions applicable to Qualified Performance Awards, it is the intent of this Plan
to conform with the standards of Code Section 162(m) and Treasury Regulation § 1.162-27(e)(2)(i), and the Committee in establishing
such goals and interpreting this Plan shall be guided by such provisions. Prior to the payment of any compensation based on the
achievement of Performance Goals applicable to Qualified Performance Awards, the Committee must certify in writing that applicable
Performance Goals and any of the material terms thereof were, in fact, satisfied. For this purpose, approved minutes of the Committee
meeting in which the certification is made shall be treated as such written certification. Subject to the foregoing provisions,
the terms, conditions and limitations applicable to any Qualified Performance Awards made pursuant to this Plan shall be determined
by the Committee.


 


13.4        Adjustment
of Performance Awards. The Committee may provide in any such Performance Award in writing in advance that the results may
be adjusted to include or exclude particular factors, including but not limited to any of the following events that occur during
a Performance Period:


 


(a)          asset
write-downs;


 


(b)          litigation
or claim judgments or settlements;


 


(c)          the
effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results;


 


(d)          any
reorganization and restructuring programs;


 


(e)          extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis
of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable
Fiscal Year;


 




    	 	15	 



     


    

  


(f)          acquisitions
or divestitures;


 


(g)          foreign
exchange gains and losses; and


 


(h)          settlement
of hedging activities.


 


Section
14


Change in Control


 


14.1       General.
The provisions of this Section 14 shall, subject to Section 4.1, apply notwithstanding any other provision of this Plan to
the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.


 


14.2       Impact
of Change in Control. Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement:


 


(a)          All
then-outstanding Options and Stock Appreciation Rights shall become fully vested and exercisable, and all Stock Awards (other than
Awards described in Section 14.2(b)) shall vest in full, be free of restrictions, and be deemed to be earned in an amount
equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section
14.3 (any award meeting the requirements of Section 14.3, a “Replacement Award”) is provided to the Participant
pursuant to Section 4.1 to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”).
For any Stock Award that vests pursuant to this Section 14.2(a), (i) if such Award does not constitute “non-qualified deferred
compensation” under Section 409A of the Code, the Award shall be settled within five days following the Change in Control
and (ii) if such Award constitutes “nonqualified deferred compensation” under Section 409A of the Code, the Award shall
be settled pursuant to the settlement terms applicable to such Award.


 


(b)          Any
performance-based Stock Award shall be deemed to be earned in an amount equal to the product obtained by multiplying (i) the full
value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (A) the applicable
target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee not later
than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control
as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)),
and (ii) the Applicable Pro-Ration Factor. For any Stock Award that vests pursuant to this Section 14.2(b), (x) if such Award
does not constitute “non-qualified deferred compensation” under Section 409A of the Code, the Award shall be settled
within five days following the Change in Control, (y) if such Award constitutes “non-qualified deferred compensation”
under Section 409A of the Code and the Change in Control is a 409A CIC, the Award shall be settled within five days following the
Change in Control, and (z) if such Award constitutes “nonqualified deferred compensation” under Section 409A of the
Code and the Change in Control is not a 409A CIC, the Award shall be settled pursuant to the settlement terms applicable to such
Award. For purposes of this Section 14.2(b), with respect to any Award covered by this Section 14.2(b), “Applicable Pro-Ration
Factor” shall mean the quotient obtained by dividing the number of days that have elapsed during the applicable performance


 




    	 	16	 



     


    

  


period through and including the date of the
Change in Control by the total number of days covered by the full performance period.


 


(c)          Notwithstanding
anything to the contrary contained in this Plan or in any Award Agreement, upon a Change in Control, the Company may settle any
Awards that constitute “non-qualified deferred compensation” under Section 409A of the Code and that are not replaced
by a Replacement Award, to the extent the settlement is effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).


 


14.3        Replacement
Awards. An Award shall meet the conditions of this Section 14.3 (and hence qualify as a Replacement Award): (a)
if it is of the same type as the Replaced Award; (b) if it has a value equal to the value of the Replaced Award as of the
date of the Change in Control, as determined by the Committee in its sole discretion consistent with 4.1; (c) if the underlying
Replaced Award was an equity-based Award, it relates to publicly traded equity securities of the Company or the entity surviving
the Company (or such surviving entity’s parent) following the Change in Control; (d) if it contains terms relating to vesting
(including with respect to a termination of employment) that are substantially identical to those of the Replaced Award; and (e)
if its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award
(including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control.
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced
Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall
not vest upon the Change in Control. The determination whether the conditions of this Section 14.3 are satisfied shall be made
by the Committee, as constituted immediately before the Change in Control, in its sole discretion.


 


14.4       Termination
of Employment. Notwithstanding any other provision of this Plan to the contrary and unless otherwise determined
by the Committee and set forth in the applicable Award Agreement, upon a Qualified Termination of Employment, (a) all Replacement
Awards held by such Participant shall vest in full, be free of restrictions, and be deemed to be earned in full, and (b) any Option
or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the
date of such Termination of Employment may thereafter be exercised until the earlier of (i) the three-year anniversary of the Termination
of Employment and (ii) the expiration of the stated full term of such Option or Stock Appreciation Right. For any Stock Award that
vests pursuant to this Section 14.4, (x) if such Award does not constitute “non-qualified deferred compensation”
under Section 409A of the Code, the Award shall be settled within five days following the termination of employment and (y) if
such Award constitutes “nonqualified deferred compensation” under Section 409A of the Code, the Award shall be settled
pursuant to the settlement terms applicable to such Award.


 


14.5      Definition
of Change in Control. Except as otherwise may be provided in an applicable Award Agreement, for purposes of the Plan, a
“Change in Control” shall mean any of the following events:


 


(a)          An
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership (within


 




    	 	17	 



     


    

  


the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 30% or more of either (i) the then-outstanding shares of Common Stock (the “Outstanding Company
Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however,
the following: (A) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted itself was acquired directly from the Company, (B) any repurchase by the Company,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled
by the Company, or (D) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c)
of this Section 14.5; or


 


(b)          A
change in the composition of the Board such that the individuals who, as of the Effective Date of the Plan, constitute the Board
(such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that, for purposes of this Section 11(e)(ii), any individual who
becomes a member of the Board subsequent to the Effective Date of the Plan, whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were
a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as
a member of the Incumbent Board; or


 


(c)          The
consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets
of the Company (a “Business Combination”); excluding, however, such a Business Combination pursuant to which
(i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially
own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power
of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns
the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than the Company, any employee benefit plan
(or related trust) of the Company or such corporation resulting from such Business Combination) will beneficially own, directly
or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in
the election of directors except to the extent that such ownership derives from ownership of a 30% or more interest in the Outstanding
Company Common Stock and/or Outstanding Company Voting Securities that existed prior to the Business


 




    	 	18	 



     


    

  


Combination, and (iii) individuals who were
members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination; or


 


(d)          The
approval by stockholders of a complete liquidation or dissolution of the Company.


 


Section
15


Taxes


 


The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under
this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of required withholding
taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding
of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock
theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used
to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to
be made.


 


Section
16


Term, Amendment
And Termination


 


(a)          Effectiveness.
The Plan shall be effective as of May 16, 2016 (the “Effective Date”).


 


(b)          Termination.
The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected
or impaired by the termination of the Plan.


 


(c)          Amendment
of Plan. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made
which would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s
consent, except such an amendment made to comply with applicable law (including without limitation Section 409A of the Code),
stock exchange rules or accounting rules. In addition, no amendment shall be made without the approval of the Company’s stockholders
to the extent such approval is required by applicable law or the listing standards of the New York Stock Exchange or such other
securities exchange as may at the applicable time be the principal market for the Common Stock.


 


(d)          Amendment
of Awards. Subject to Section 5.4, the Committee may unilaterally amend the terms of any Award theretofore granted, but
no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect
to an Award, except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting
rules.


 




    	 	19	 



     


    

  


Section
17


Assignability


 


Unless otherwise determined by the Committee
and expressly provided for in an Award Agreement, no Award or any other benefit under this Plan shall be assignable or otherwise
transferable except (1) by will or the laws of descent and distribution or (2) pursuant to a domestic relations order issued by
a court of competent jurisdiction that is not contrary to the terms and conditions of this Plan or applicable Award and in a form
acceptable to the Committee. The Committee may prescribe and include in applicable Award Agreements other restrictions on transfer.
Any attempted assignment of an Award or any other benefit under this Plan in violation of this Section 17 shall be null and void.
Notwithstanding the foregoing, no Award may be transferred for value or consideration.


 


Section
18


Restrictions


 


No Common Stock or other form of payment
shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance
will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered
under this Plan (to the extent that such shares are so evidenced) may 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 securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for
quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such
certificates (if any) to make appropriate reference to such restrictions.


 


Section
19


Unfunded Plan


 


This Plan is unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan,
any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets
that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for
such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights
thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award of
cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created
by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge
or other encumbrance on any property of the Company. None of the Company, the Board or the Committee shall be required to give
any security or bond for the performance of any obligation that may be created by this Plan. With respect to this Plan and any
Awards granted hereunder, Participants are general and unsecured creditors of the Company and have no rights or claims except as
otherwise provided in this Plan or any applicable Award Agreement.


 




    	 	20	 



     


    

  


Section
20


Code Section 409A


 


20.1         Awards.
Awards made under this Plan are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if
any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be
substituted for an Award if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything
in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax
under Code Section 409A, that Plan provision or Award shall be reformed, to the extent permissible under Code Section 409A, to
avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to
an Award; provided that this Section 20.1 shall not require the Company to incur any costs other than administrative costs.


 


20.2         Settlement
Period. Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award, Performance Unit
Award or Cash Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th
day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject
to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee determines that a Restricted
Stock Unit Award, Performance Unit Award or Cash Award is intended to be subject to Code Section 409A, the applicable Award Agreement
shall include terms that are designed to satisfy the requirements of Code Section 409A.


 


20.3         Specified
Employees. If the Participant is identified by the Company as a “specified employee” within the meaning of
Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due
to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation
from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first
business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the
Participant’s death, or (iii) such earlier date as complies with the requirements of Code Section 409A.


 


Section
21


Awards to Non-U.S.
Employees


 


Awards may be granted to Employees who are
foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable
to Awards to Employees employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order
to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards
in order to minimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their
home country.


 




    	 	21	 



     


    

 


Section
22


Governing Law


 


This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws
of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.


 


Section
23


Right to Continued
Service or Employment


 


Nothing in this Plan or an Award Agreement
shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate any Participant’s
employment or other service relationship with the Company or its Subsidiaries at any time, nor confer upon any Participant any
right to continue in the capacity in which he is employed or otherwise serves the Company or its Subsidiaries.


 


Section
24


Usage


 


Words used in this Plan in the singular
shall include the plural and in the plural the singular, and the gender of words used shall be construed to include whichever may
be appropriate under any particular circumstances of the masculine, feminine or neutral genders.


 


Section
25


Employee Matters
Agreement


 


Notwithstanding anything in this Plan to
the contrary, to the extent that the terms of this Plan are inconsistent with the terms of an Adjusted Award, the terms of the
Adjusted Award shall be governed by the Employee Matters Agreement, the applicable Parent Long-Term Incentive Plan and the award
agreement granted thereunder.


 


Section
26


Headings


 


The headings in this Plan are inserted for
convenience of reference only and shall not affect the meaning or interpretation of this Plan.


 




    	 	22