EX-4.3



 Exhibit 4.3 

PERSPECTA INC. 
 2018
OMNIBUS INCENTIVE PLAN 
 Effective May 30, 2018 

Section 1  

Purpose and Objectives 

This Perspecta Inc.2018 Omnibus Incentive Plan (this “Plan”) was adopted by Perspecta Inc. (the “Company”), prior to the
spinoff of the Company from DXC Technology Company (“DXC”) effective on or about May 31, 2018 (the “Spinoff”). 

The primary purpose of the Plan is to reward selected corporate officers and key employees of the Company and its Subsidiaries by enabling
them to acquire shares of common stock of the Company and/or through the provision of cash payments. The Plan is designed to attract and retain employees of the Company and its Subsidiaries and to encourage the sense of proprietorship in the Company
and its Subsidiaries. 
 The Plan also governs the terms of certain Spinoff Awards assumed by the Company in connection with the Spinoff and
the merger with Vencore Holding Corporation and KGS Holding Corporation following the Spinoff (the “Merger”). 
 Section 2

 Definitions 

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

(a) “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). 

(b) “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,
including any Spinoff Awards. 
 (c) “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. 

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

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

(f) “Change in Control” 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. Notwithstanding the foregoing to the contrary, neither
the Spinoff nor the Merger shall constitute a Change in Control for purposes of the Plan. 







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

(i) “Common Stock” means the Common Stock, par value $0.01 per share, of the Company. 

(j) “Company” means Perspecta Inc., a Nevada corporation, or any successor thereto. 

(k) “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). 

(l) “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 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.

 (m) “DXC” has the meaning set forth in Section 1. 

(n) “Effective Date” means May 30, 2018, the date prior to the Spinoff on which this Plan was approved by DXC as sole
shareholder of the Company, the predecessor to the Company. 
 (o) “Employee” means an employee of the Company or any of its
Subsidiaries. 
 (p) “Employee Matters Agreement” means the employee matters agreement between the Company and DXC dated
May 31, 2018, as amended. 
 (q) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time. 
 (r) “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. 
 (s) “Fair Market Value” of a share of Common Stock means, as of a particular
date, (1) 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, (2) 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, (3) 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 (4) 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. 







 (t) “Fiscal Year” means a fiscal year of the Company. 

(u) “Grant Date” means the date an Award is granted to a Participant and, with respect to any Spinoff Award, shall mean the
date the award was originally granted. 
 (v) “Incentive Stock Option” means an Option that is intended to comply with the
requirements set forth in Code Section 422. 
 (w) “Merger” has the meaning set forth in Section 1. 

(x) “Nonqualified Stock Option” means an Option that is not intended to comply with the requirements set forth in Code
Section 422. 
 (y) “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, including any such right that is Spinoff Award. 

(z) “Participant” means an Employee to whom an Award has been made under this Plan. Participant also includes any holder of a
Spinoff Award. 
 (aa) “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. 

(bb) “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. 
 (cc) “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. 
 (dd) “Performance Unit
Award” means an Award in the form of Performance Units. 
 (ee) “Restricted Stock” means a share of Common Stock
that is restricted or subject to forfeiture provisions. 
 (ff) “Restricted Stock Award” means an Award in the form of
Restricted Stock. 
 (gg) “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. 
 (hh) “Restricted
Stock Unit Award” means an Award in the form of Restricted Stock Units. 







 (ii) “Restriction Period” means a period of time beginning as of the date upon
which a Restricted Stock Award or Restricted Stock Unit 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. 

(jj) “Spinoff Awards” means employee equity awards granted under one or more DXC equity incentive plans which were converted
and assumed by the Company in connection with the Spinoff in accordance with the terms of the Employee Matters Agreement. 
 (kk)
“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, including any such right that is a Spinoff Award. 
 (ll) “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, including any such Award that
is a Spinoff Award. 
 (mm) “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. 

Section 3 

Eligibility 
 All
Employees 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 who are to be granted Awards under this Plan. In addition,
holders of Spinoff Awards shall be eligible to participate in the Plan. 
 Section 4 

Shares Subject to Awards 

4.1 Common Stock Available for Awards. Subject to the provisions of Section 18 hereof, there shall be available for
Awards under this Plan granted wholly or partly in Common Stock (including rights or Options that may be exercised for or settled in Common Stock) an aggregate of 9,500,000 shares of Common Stock (the “Maximum Share Limit”). Each Award
(including a Spinoff Award) granted under the Plan, regardless of type, shall reduce the Maximum Share Limit by one share for each share associated with the Award. 

Such shares shall be reserved from authorized but unissued shares, treasury shares and from shares which have been reacquired by the Company.
The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares
of Common Stock are available for issuance pursuant to Awards. 
 4.2 Share Counting. If an Award (including a Spinoff
Award) expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the expired, terminated, cancelled or forfeited Award shall again be available for Awards under this Plan. The Maximum Share Limit shall be increased
by one share of Common Stock for each share associated with such terminated, cancelled or forfeited Award. 







 In addition, the following principles shall apply in determining the number of shares under any
applicable limit within the Maximum Share Limit: 
 (a) Shares of Common Stock that are tendered by a Participant or withheld as full or
partial payment to satisfy minimum withholding taxes shall not become available again for issuance under this Plan; 
 (b) 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; 

(c) Shares of Common Stock reserved for issuance upon grant of an SAR, to the extent the number of reserved shares of Common Stock exceeds the
number of shares of Common Stock actually issued upon exercise or settlement of such SAR, shall not become available again for issuance under this Plan; 

(d) Awards that by their terms may only be settled in cash shall not reduce the Maximum Share Limit under this Plan; and 

(e) If cash is issued in lieu of shares of Common Stock pursuant to an Award, such shares shall not become available again for issuance under
this Plan. 
 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; and 
 (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). 

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
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) Provide for the extension of the exercisability of an Award; 

(b) In the event of death, Disability, Change in Control, retirement, involuntary termination without cause or voluntary termination for good
reason, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any
manner that is, in either case, (1) not adverse to the Participant to whom such Award was granted, (2) consented to by such Participant or (3) authorized by Section 18.3 hereof; provided, however, that no such action shall
permit the term of any Option or SAR to be greater than 10 years from its Grant Date; or 







 (c) Accelerate the vesting or exercisability of an Award to the extent provided for in an
Employee’s employment agreement with the Company or any Subsidiary that was effective prior the Effective Date. 
 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. Subject to the provisions of Section 18 hereof, the Committee may not,
without the approval of the Company’s stockholders, 
  

	 	(a)	reduce the Exercise Price of any outstanding Options or SARs; 

  

	 	(b)	take any action which would be treated as a “repricing” under generally accepted accounting principles; or 

  

	 	(c)	cancel any outstanding Option or SAR at a time when its Exercise Price exceeds the Fair Market Value of the stock underlying such Option or SAR in exchange for (i) another Option or SAR with an Exercise Price below
the Exercise Price of the then outstanding Option or SAR, (ii) any other type of Award, (iii) any other equity in the Company or (iv) cash. 


Nothing in this Section 5.4 shall be construed to apply to the issuance of Spinoff Awards that are Options or SARs. 

5.5 Delegation of Authority. Subject to Nevada 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 Nevada 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. The Committee, in its absolute discretion, may grant all Awards under this Plan from time to time. 
 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 or in any other written agreement the Company has entered into with the Participant. 







 6.3 Vesting Limitations. Except as otherwise provided below, any Stock
Award, Option or Stock Appreciation Right (other than any Spinoff Award which shall not be subject to the following limits) 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 and (y) upon an Employee’s termination of employment by reason of death,
Disability, Change in Control, retirement, involuntary termination without cause or voluntary termination for good reason and (2) vesting of a Stock Award, Option or Stock Appreciation Right may occur incrementally over the one-year Restriction Period or one-year minimum performance period, as applicable. The foregoing notwithstanding, 475,000 of the total number of shares of Common Stock
available for issuance under this Plan may be granted without regard to any minimum Restriction Period or performance period, as applicable, described in this Section 6.3. 

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. 
 6.6 Spinoff Awards. Notwithstanding anything in the Plan to the contrary, Spinoff
Awards shall be governed by the terms of the Spinoff Awards as in effect immediately prior to the Spinoff, except for any adjustment pursuant to the terms of the Employee Matters Agreement. A former DXC employee who remains employed with the Company
following the Spinoff and Merger will not be deemed to have terminated employment for purposes of any Spinoff Award such employee holds as a result of the Spinoff and Merger, and any prior service with DXC and its Subsidiaries prior to the Spinoff
and Merger shall continue to count for vesting and other purposes under the Spinoff Award. With respect to any Spinoff Awards that were in effect on November 2, 2017 and were intended to qualify for the performance-based exception to
Section 162(m) of the Code, such Spinoff Awards shall continue to be administered in accordance with the applicable requirements for qualifying for the performance-based exception under Section 162(m) of the Code for periods after the
Effective Date. 







 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. Subject to Section 18 hereof, 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. For avoidance of doubt, Spinoff Awards that are Options may have an Exercise Price that is less than
the Fair Market Value of the Common Stock on the date such Awards are converted and assumed by the Company. The term of an Option shall not exceed 10 years from the Grant Date. Options may not include provisions that “reload” the Option
upon exercise. 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 minimum Restriction Period and performance period requirements and any other 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. 

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. For avoidance of doubt, Spinoff Awards that are SARs may have an Exercise Price that is less than the Fair Market Value of the Common Stock on the date such Awards are converted and assumed by the Company. 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. SARs may not include provisions that “reload” the SAR upon
exercise. 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 minimum Restriction Period and performance period requirements and any other 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 minimum Restriction Period and performance period requirements and any other 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 minimum Restriction Period and performance period requirements and any other 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 and 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 as soon as practicable after the end of the performance period and following the Committee’s determination of actual performance against the performance measures and related goals established by the Committee;
provided, however, that a Performance Unit Award that may be settled all or in part in shares of Common Stock shall be subject to the minimum Restriction Period and performance period requirements and any other applicable requirements described
in Section 6 hereof. 
 Section 12 

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 

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. 

13.1 General. Performance Awards granted to Employees 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. 
 13.2 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; 

(f) acquisitions or divestitures; 

(g) foreign exchange gains and losses; and 

(h) settlement of hedging activities. 

The Committee may retain the discretion to adjust any Performance Awards upward or downward, either on a formula or discretionary basis or any
combination, as the Committee determines. 
 Section 14 

Change of Control 

Notwithstanding any other provision of this Plan to the contrary, unless (1) an Award Agreement shall specify otherwise or (2) the
agreement effectuating the Change in Control fails to provide for the assumption or substitution of Awards (in which case, the Committee may make any of the adjustments to outstanding Awards authorized by Section 18.3), upon a
Participant’s qualifying termination of employment within two (2) years after the date of the Change in Control: 
 (a) all
outstanding Options that have not vested in full on or prior thereto shall be fully vested and exercisable; 
 (b) all restrictions
applicable to outstanding Restricted Stock shall lapse in full; 
 (c) all outstanding Restricted Stock Units that have not vested in full on
or prior thereto shall be fully vested; 







 (d) if the qualifying termination of employment occurs during the Performance Period, all
Performance Awards shall be considered earned and payable at their target value, prorated for the portion of the Performance Period that has elapsed and shall be immediately paid or settled; and 

(e) if the qualifying termination of employment occurs after the Performance Period, all Performance Awards shall, as soon as
administratively practicable, be paid or settled based on the actual achievement of the applicable performance goals. 
 For this purpose, a
qualifying termination of employment shall be as determined by the Committee and set forth in the applicable Award Agreement and may include, without limitation, involuntary termination without cause, death, disability or retirement. 

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; provided, however, that the number of shares of Common Stock withheld for payment of required withholding taxes must equal no more than the maximum individual statutory
rate in the applicable jurisdiction. 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 

Amendment, Modification, Suspension or Termination 

The Board may amend, modify, suspend or terminate this Plan (and the Committee may amend an Award Agreement) for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be
made without the consent of such Participant. 
 No amendment or alteration shall be effective prior to its approval by the stockholders of
the Company to the extent stockholder approval is otherwise required by applicable legal requirements or the requirements of the securities exchange on which the Company’s stock is listed, including any amendment that: 

(a) expands the types of Awards available under this Plan; 

(b) materially increases the number of shares of Common Stock available for Awards under this Plan; 

(c) materially expands the classes of persons eligible for Awards under this Plan; 

(d) materially extends the term of this Plan; 







 (e) materially changes the method of determining the Exercise Price of Options; 

(f) deletes or limits any provisions of this Plan that prohibit the repricing of Options or SARs; or 

(g) decreases any minimum vesting requirements for any Stock Award. 

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 

Adjustments 
 18.1
Outstanding Awards. The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to
the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts
or proceedings enumerated above. 
 18.2 Plan Adjustments 

(a) Subdivision or Consolidation. In the event of any subdivision or consolidation of outstanding shares of Common Stock,
declaration of a dividend payable in shares of Common Stock or other stock split, then: 
 (i) the number of shares of Common Stock
reserved under this Plan and the number of shares of Common Stock available for issuance pursuant to specific types of Awards as described in Section 4; 

(ii) the number of shares of Common Stock covered by outstanding Awards; 

(iii) the exercise price or other price in respect of such Awards; 

(iv) the appropriate Fair Market Value and other price determinations for such Awards; and 

(v) any other limitations contained within this Plan shall each be proportionately adjusted by the Committee as appropriate to reflect
such transaction. 







 (b) Recapitalizations, Reorganizations, etc. In the event of any other
recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders
of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Committee shall make appropriate adjustments to: 

(i) the number of shares of Common Stock reserved under this Plan and the number of shares of Common Stock available for issuance pursuant
to specific types of Awards as described in Section 4; 
 (ii) the number of shares of Common Stock covered by outstanding Awards;

 (iii) the exercise price or other price in respect of such Awards; 

(iv) the appropriate Fair Market Value and other price determinations for such Awards; and 

(v) any other limitations contained within this Plan; 

provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without
exceeding, the value of such Awards. 
 18.3 Award Adjustments. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, split-up, spin-off, split-off, initial public offering of the common equity of a
Subsidiary, reorganization or liquidation, or other Change in Control in which the Company is not the surviving publicly traded entity, the Committee may make such adjustments to Awards or other provisions for the disposition of Awards as it deems
equitable, and shall be authorized, in its discretion, to: 
 (a) provide for the substitution of a new Award or other arrangement
(which, if applicable, may be exercisable for such property or stock as the Committee determines, including stock of another company) for an Award or the assumption of the Award (and for awards not granted under this Plan), regardless of whether in
a transaction to which Code Section 424(a) applies; 
 (b) provide, prior to the transaction, for the acceleration of the vesting
and exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction; 

(c) provide for the acceleration of the vesting and exercisability of an Award and the cancellation thereof in exchange for such payment
as the Committee, in its sole discretion, determines is a reasonable approximation of the value thereof; 
 (d) cancel any Awards and
direct the Company to deliver to the Participants who are the holders of such Awards cash in an amount that the Committee shall determine in its sole discretion is equal to the Fair Market Value of such Awards as of the date of such event, which, in
the case of any Option, shall be the amount equal to the excess of the Fair Market Value of a share of Common Stock as of such date over the per-share exercise price for such Option (for the avoidance of
doubt, if such exercise price is less than such Fair Market Value, the Option may be canceled for no consideration or for such consideration that the Committee shall determine or as provided by the agreement effectuating an event described in this
Section 18.3); or 
 (e) cancel Awards that are Options and give the Participants who are the holders of such Awards notice and
opportunity to exercise prior to such cancellation; 
 provided, however, that the vesting of any time-based awards shall be accelerated upon a Change in
Control only if the awards are not assumed by or substituted for awards of the acquiring entity, and the acceleration of vesting of any performance-based awards upon a Change in Control shall be adjusted for actual performance and/or the fractional
performance period through the date of the Change of Control. 







 18.4 Compliance with Code Section 409A. No
adjustment or substitution pursuant to this Section 18 shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable. 

Section 19 

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 20 

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. 

Section 21 
 Code
Section 409A 
 21.1 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. 







 21.2 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. 

21.3 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 22 

Award Termination, Forfeiture and Disgorgement 

The Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be
terminated or forfeited, or the Participant should be required to disgorge to the Company any gains attributable to the Award. Such circumstances may include, without limitation, the following actions by a Participant: 

(a) competing with the Company or participating in any enterprise that competes with the Company; 

(b) using or disclosing, other than as expressly authorized by the Company or a Subsidiary, any confidential business information or trade
secrets that the Participant obtains during the course of his or her employment with the Company or any Subsidiary; and 
 (c) after the
Participant is no longer employed by the Company or any Subsidiary: 
 (i) soliciting, with respect to any of the services or products that
the Company or any Subsidiary then provides to customers, any person or entity whom the Participant knows to be a customer of the Company or any Subsidiary, or whose business the Participant solicited on behalf of the Company or any Subsidiary while
employed by it, 
 (ii) soliciting or hiring any person who is then an Employee, or 

(iii) taking any action that, in the judgment of the Committee, is not in the best interests of the Company. 

Additionally, any Awards granted pursuant to this Plan shall be subject to any recoupment or clawback policy that is adopted by, or applicable
to, the Company. 







 Section 23 

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. 

Section 24 

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 Nevada. 
 Section 25 

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 26 

Term 
 This Plan shall be
effective as of the Effective Date. This Plan shall continue in effect for a term of 10 years commencing on the Effective Date, unless earlier terminated by action of the Board. 

Section 27 
 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 neuter genders. 

Section 28 

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