EX-10.10



 Exhibit 10.10 

RETAIL VALUE INC. 
 2018
EQUITY AND INCENTIVE COMPENSATION PLAN 
 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for
service and/or performance. 
 2. Definitions. As used in this Plan: 

(a) “Appreciation Right” means a right granted pursuant to Section 5 of this Plan.

 (b) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.

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

(d) “Cash Incentive Award” means a cash award granted pursuant to Section 8 of this
Plan. 
 (e) “Change in Control” has the meaning set forth in Section 12 of this
Plan. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

(g) “Committee” means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board
designated by the Board to administer this Plan pursuant to Section 10 of this Plan, and to the extent of any delegation by the Committee to a subcommittee pursuant to
Section 10 of this Plan, such subcommittee; provided, however, that prior to the initial formation of the Compensation Committee of the Board, or to the extent the Board determines to act
as the administrator of the Plan, references in this Plan to the Committee will be deemed to be references to the Board. 
 (h) “Common
Shares” means the common shares of the Company or any security into which such common shares may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.

 (i) “Company” means Retail Value Inc., an Ohio corporation, and its successors. 

(j) “Date of Grant” means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance
Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Shares, Restricted Share Units, or other awards contemplated by
Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto). 







 (k) “Director” means a member of the Board. 

(l) “Distribution Date” means the effective date of the distribution of Common Shares to shareholders of DDR Corp., an Ohio
corporation, in connection with the spin-off of the Company by DDR Corp. 
 (m) “Effective
Date” means the Distribution Date. 
 (n) “Evidence of Award” means an agreement, certificate, resolution or other type or
form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of
the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant. 

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law,
rules and regulations may be amended from time to time. 
 (p) “Incentive Stock Option” means an Option Right that is intended to
qualify as an “incentive stock option” under Section 422 of the Code or any successor provision. 
 (q) “Management
Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the
Committee, Option Rights, Appreciation Rights, Restricted Shares, Restricted Share Units, dividend equivalents or other awards pursuant to this Plan. If the Committee determines that a change in the business, operations, corporate structure or
capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the acceptable
levels of achievement, in whole or in part, as the Committee deems appropriate and equitable. A non-exhaustive list of the potential Management Objectives that may be used for awards under this Plan includes
the following (including ratios or other relationships between one or more, or a combination, of the following examples of Management Objectives, which may be measured on an absolute basis or relative to peer companies or specific business units of
peer companies): sales; comparable sales; sales per square foot; owned sales plus licensed sales or comparable owned sales plus licensed sales; pre-tax or after tax income; gross margin; operating or other
expenses or costs; savings; earnings before interest and taxes (EBIT); earnings before interest, taxes, depreciation and amortization (EBITDA); EBITDA margin; same store EBITDA; net income; earnings per share (either basic or diluted); cash flow or
net cash flow (as provided by or used in one or more of operating activities, investing activities and financing activities or any combination thereof); cash and/or funds available for distribution; funds from operations, operating funds from
operations, adjusted funds from operations or similar measures; return on investment (determined with reference to one or more categories of income or cash flow and one or more categories of assets, capital or equity, including return on net assets,
return on sales, return on equity and return on invested capital); net asset value or net asset value per share; stock price (appreciation, fair market value); operating income; net operating income; same store net operating income; occupancy;
revenue; 

  
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gross or net profit; total shareowner return; customer satisfaction; gross margin return on investment; gross margin return on inventory; inventory turn; market share; leverage ratio; coverage
ratio; employee engagement; employee turnover; strategic business objectives (including operating efficiency, performance or yield on development or redevelopment projects, lease up performance or other occupancy measures, customer/client
satisfaction, talent recruitment and retention, and acquisitions, dispositions or strategic transactions); strategic plan implementation (including regulatory body approval for commercialization of a project); and individual performance. 

(r) “Market Value per Share” means, as of any particular date, the closing price of a Common Share as reported for that date on the
New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding
trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to
adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code. 

(s) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right. 

(t) “Option Price” means the purchase price payable on exercise of an Option Right. 

(u) “Option Right” means the right to purchase Common Shares upon exercise of an award granted pursuant to
Section 4 of this Plan. 
 (v) “Participant” means a person who is selected by the
Committee to receive benefits under this Plan and who is at the time (i) a non-employee Director, (ii) an officer or other employee of the Company or any Subsidiary, including a person who has agreed
to commence serving in such capacity within 90 days of the Date of Grant, or (iii) a person, including a consultant, who provides services to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided
that such person satisfies the Form S-8 definition of an “employee”). 
 (w)
“Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the
Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be achieved. 
 (x)
“Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan. 

(y) “Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of
this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee. 

  
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 (z) “Plan” means this Retail Value Inc. 2018 Equity and Incentive Compensation Plan, as
amended or amended and restated from time to time. 
 (aa) “Restricted Shares” means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired. 

(bb) “Restricted Share Units” means an award made pursuant to Section 7 of this Plan
of the right to receive Common Shares, cash or a combination thereof at the end of the applicable Restriction Period. 
 (cc)
“Restriction Period” means the period of time during which Restricted Share Units are subject to restrictions, as provided in Section 7 of this Plan. 

(dd) “Shareholder” means an individual or entity that owns one or more Common Shares. 

(ee) “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price
provided for with respect to the Appreciation Right. 
 (ff) “Subsidiary” means a corporation, company or other entity
(i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in
a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or
hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options,
“Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by such corporation. 

(gg) “Voting Power” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally in
the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity. 

3. Shares Available Under this Plan. 

(a) Maximum Shares Available Under this Plan. 
  

	 	(i)	 Subject to adjustment as provided in Section 11 of this Plan and
the share counting rules set forth in Section 3(b) of this Plan, as of the Effective Date, the number of Common Shares available under this Plan for awards of (A) Option Rights or Appreciation
Rights, (B) Restricted Shares, (C) Restricted Share Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan, or (F) dividend
equivalents paid with 



  
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respect to awards made under this Plan will be 925,000 Common Shares; provided, however, that, if, on January 1 of any calendar year following the Effective Date when this Plan
is in effect, the number of Common Shares then available under this Section 3(a)(i) is less than 5% of the then issued and outstanding Common Shares, then the number of Common Shares available under
this Section 3(a)(i) shall be increased to the extent necessary so that 5% of the then issued and outstanding Common Shares is then available under this
Section 3(a)(i). Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. 


	 	


	 	(ii)	The aggregate number of Common Shares available under Section 3(a)(i) of this Plan will be reduced by one Common Share for every one Common Share subject to an award
granted under this Plan. 

 (b) Share Counting Rules. 

 

	 	(i)	Except as provided in Section 22 of this Plan, if any award granted under this Plan is cancelled or forfeited, expires, is settled for cash (in whole or in part), or is
unearned (in whole or in part), the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under
Section 3(a)(i) of this Plan. 

  

	 	(ii)	Notwithstanding anything to the contrary contained in this Plan: (A) Common Shares withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added
back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (B) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax
withholding will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (C) Common Shares subject to a stock-settled
Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the exercise thereof will not be added back to the aggregate number of Common Shares available under
Section 3(a)(i) of this Plan; and (D) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added (or added back, as
applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan. 

  

	 	(iii)	If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Shares based on fair market value, such Common Shares will not count against the aggregate limit under
Section 3(a)(i) of this Plan. 


  
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 (c) Limit on Incentive Stock Options. Notwithstanding anything to the contrary contained
in this Section 3 or elsewhere in this Plan, and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of Common Shares
actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 925,000 Common Shares. 
 (d) Non-Employee Director Compensation Limit. Notwithstanding anything to the contrary contained in this Section 3 or elsewhere in this Plan, in no event will any non-employee Director in any calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards based on
the grant date fair value for financial reporting purposes) in excess of $650,000. 
 4. Option Rights. The Committee may, from time
to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the
following provisions: 
 (a) Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth
in Section 3 of this Plan. 
 (b) Each grant will specify an Option Price per Common Share,
which Option Price (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. 

(c) Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer
of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or
limitations established by the Committee, by the withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the
number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be
approved by the Committee. 
 (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the
proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates. 

(e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain
unexercised. 
 (f) Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary,
if any, that is necessary before any Option Rights 

  
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or installments thereof will become exercisable. Option Rights may provide for continued vesting or the earlier exercise of such Option Rights, including in the event of the retirement, death,
disability or termination of employment or service of a Participant or in the event of a Change in Control. 
 (g) Any grant of Option
Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. 
 (h) Option Rights granted
under this Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing.
Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code. 

(i) No Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the
automatic exercise of an Option Right upon such terms and conditions as established by the Committee. 
 (j) Option Rights granted under
this Plan may not provide for any dividends or dividend equivalents thereon. 
 (k) Each grant of Option Rights will be evidenced by an
Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 

5. Appreciation Rights. 

(a) The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of
Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.

 (b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions: 
  

	 	(i)	Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, Common Shares or any combination thereof. 


 

	 	(ii)	Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee on the Date of Grant. 


 

	 	(iii)	Any grant may specify waiting periods before exercise and permissible exercise dates or periods. 


  
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	 	(iv)	Each grant will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will become
exercisable. Appreciation Rights may provide for continued vesting or the earlier exercise of such Appreciation Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the
event of a Change in Control. 

  

	 	(v)	Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights. 


 

	 	(vi)	Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. 

  

	 	(vii)	Successive grants of Appreciation Rights may be made to the same Participant regardless of whether any Appreciation Rights previously granted to the Participant remain unexercised. 


 

	 	(viii)	Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee
may approve. 

 (c) Also, regarding Appreciation Rights: 

 

	 	(i)	Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to awards under Section 22 of this Plan) may not be less than the
Market Value per Share on the Date of Grant; and 

  

	 	(ii)	No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such
terms and conditions as established by the Committee. 

 6. Restricted Shares. The Committee may, from time to time and
upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in
the following provisions: 
 (a) Each such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the
Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 

  
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 (b) Each such grant or sale may be made without additional consideration or in consideration of a
payment by such Participant that is less than the Market Value per Share on the Date of Grant. 
 (c) Each such grant or sale will provide
that the Restricted Shares covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until
achievement of Management Objectives referred to in Section 6(e) of this Plan. 
 (d) Each
such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by
the Committee on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture while held by any transferee). 

(e) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the
restrictions applicable to such Restricted Shares. 
 (f) Notwithstanding anything to the contrary contained in this Plan, Restricted Shares
may provide for continued vesting or the earlier termination of restrictions on such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change
in Control. 
 (g) Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon
during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award. 

(h) Each grant or sale of Restricted Shares will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) no certificates representing Restricted Shares will be issued by the Company until all restrictions
thereon will have lapsed, and (ii) all Restricted Shares will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares. 

7. Restricted Share Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the
granting or sale of Restricted Share Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash, or a combination thereof, to the
Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Committee may specify.


  
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 (b) Each such grant or sale may be made without additional consideration or in consideration of a
payment by such Participant that is less than the Market Value per Share on the Date of Grant. 
 (c) Notwithstanding anything to the
contrary contained in this Plan, Restricted Share Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death, disability or termination of employment
or service of a Participant or in the event of a Change in Control. 
 (d) During the Restriction Period, the Participant will have no right
to transfer any rights under his or her award and will have no rights of ownership in the Common Shares deliverable upon payment of the Restricted Share Units and will have no right to vote them, but the Committee may, at or after the Date of Grant,
authorize the payment of dividend equivalents on such Restricted Share Units on either a current or deferred or contingent basis, either in cash or in additional Common Shares. 

(e) Each grant or sale of Restricted Share Units will specify the time and manner of payment of the Restricted Share Units that have been
earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares or cash, or a combination thereof. 

(f) Each grant or sale of Restricted Share Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this
Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 
 8. Cash Incentive Awards,
Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may
utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 
 (a) Each
grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in
compensation or other factors. 
 (b) The Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or
Performance Units will be such period of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including in the event of the retirement, death, disability or termination of
employment or service of a Participant or in the event of a Change in Control. 
 (c) Each grant of a Cash Incentive Award, Performance
Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or
levels of achievement and may set forth a formula for determining the number of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, that will be earned if performance is at or above the minimum or
threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives. 

  
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 (d) Each grant will specify the time and manner of payment of a Cash Incentive Award, Performance
Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in Common Shares, in Restricted Shares or Restricted Share Units or in any combination thereof.

 (e) Any grant of a Cash Incentive Award, Performance Shares or Performance Units may specify that the amount payable or the number of
Common Shares, Restricted Shares or Restricted Share Units payable with respect thereto may not exceed a maximum specified by the Committee on the Date of Grant. 

(f) The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the
holder thereof either in cash or in additional Common Shares. 
 (g) Each grant of a Cash Incentive Award, Performance Shares or Performance
Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 

9. Other Awards. 
 (a)
Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant to any Participant of Common Shares or such other awards that may be
denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units
thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the
Company. The Committee will determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be
purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines. 

(b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this
Section 9. 
 (c) The Committee may authorize the grant of Common Shares as a bonus, or may
authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the
Committee in a manner that complies with Section 409A of the Code. 

  
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 (d) The Committee may, at or after the Date of Grant, authorize the payment of dividends or
dividend equivalents on awards granted under this Section 9 on either a current or deferred or contingent basis, either in cash or in additional Common Shares. 

(e) Notwithstanding anything to the contrary contained in this Plan, awards under this
Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of
employment or service of a Participant or in the event of a Change in Control. 
 10. Administration of this Plan. 

(a) This Plan will be administered by the Committee or the Board, as determined by the Board. The Committee may from time to time delegate all
or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. 

(b) The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and
any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good
faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of
this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. 
 (c) To the extent permitted by law,
the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person
to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution,
authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards;
provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% “beneficial owner” (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee
in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of Common Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the
Committee regarding the nature and scope of the awards granted pursuant to the authority delegated. 
 11. Adjustments. The Committee
shall make or provide for such adjustments in the number of and kind of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares and Performance Units granted hereunder
and, if applicable, in the number of and kind of Common Shares covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price


  
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provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith,
determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative
consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with
Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control,
the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the
number of Common Shares specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in
this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to
the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 

12. Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made
under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events: 

(a) consummation of a consolidation or merger in which the Company is not the surviving corporation, the sale of substantially all of the
assets of the Company, or the liquidation or dissolution of the Company; 
 (b) any person or other entity (other than the Company or a
Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Common Shares (or securities convertible into Common Shares) pursuant to a tender or exchange offer, or becomes
the beneficial owner of securities of the Company representing 30% or more of the voting power of the Company’s outstanding securities; or 

(c) during any two-year period, individuals who at the beginning of such period constitute the entire
Board cease to constitute a majority of the Board; provided, that any person becoming a director of the Company during such two-year period whose election, or nomination for election by the
Company’s shareholders, was approved by a vote of at least two-thirds of the directors who at the beginning of such period constituted the entire Board (either by a specific vote or by approval of the
Company’s proxy statement in which such person is named 

  
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as a nominee of the Company for director), but excluding for this purpose any person whose initial assumption of office as a director of the Company occurs as a result of either an actual or
threatened election contest with respect to the election or removal of directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other
entity or person other than the Board, shall be, for purposes of this Section 12(c), considered as though such person was a member of the Board at the beginning of such period. 

13. Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for
the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee
from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as
described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award
or the forfeiture and repayment to the Company of any Common Shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee
or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be
traded. 
 14. Non-U.S. Participants. In order to facilitate the making of any grant or
combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide
services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve
such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of
this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements,
amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the
Company’s shareholders. 
 15. Transferability. 

(a) Except as otherwise determined by the Committee, and subject to compliance with
Section 17(b) of this Plan and Section 409A of the Code, no Option Right, Appreciation Right, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit, Cash Incentive Award,
award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and
distribution. In no event will any such 

  
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award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant” shall be construed, as the Committee deems appropriate, to include any
permitted transferee to whom such award is transferred. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the
Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision. 

(b) The Committee may specify on the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the
Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Share Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer
subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer. 

16. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts
in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the
Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements for the payment of taxes or other amounts, then,
unless otherwise determined by the Committee, the Company will withhold Common Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to
be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Common Shares required to be
delivered to the Participant, Common Shares having a value equal to the amount required to be withheld or by delivering to the Company other Common Shares held by such Participant. The Common Shares used for tax or other withholding will be valued
at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to this
Section 16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences, (ii) such additional
withholding amount is authorized by the Committee, and (iii) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable transaction. Participants will also make such arrangements as
the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of Option Rights. 

17. Compliance with Section 409A of the Code. 

(a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of
the Code, so that the income inclusion 

  
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provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any
reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service. 

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation
(within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under
Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset
against, any amount owed by a Participant to the Company or any of its Subsidiaries. 
 (c) If, at the time of a Participant’s
separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the
Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be
delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on
the otherwise scheduled payment date but will instead pay it, without interest, on the fifth business day of the seventh month after such separation from service. 

(d) Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is
payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the
ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation
§1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any
purpose in respect of such award. 
 (e) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the
uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or
penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection
with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or
all of such taxes or penalties. 

  
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 18. Amendments. 

(a) The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment
to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this Plan, (i) would materially increase the benefits accruing to Participants under this
Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Company’s
shareholders in order to comply with applicable law or the rules of the New York Stock Exchange, or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are
traded or quoted, all as determined by the Board, then, such amendment will be subject to Company shareholder approval and will not be effective unless and until such approval has been obtained. 

(b) Except in connection with a corporate transaction or event described in Section 11 of this
Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding
“underwater” Option Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option
Rights or Base Price of the original Appreciation Rights, as applicable, without Company shareholder sapproval. This Section 18(b) is intended to prohibit the repricing of “underwater” Option
Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this
Section 18(b) may not be amended without approval by the Company’s shareholders. 
 (c)
If permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in
Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not
lapsed, or any Restricted Share Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made
pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to
Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other award may be exercised
or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units
will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award. 

(d) Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award
theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will materially impair


  
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the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or
their successors under any awards outstanding hereunder and not exercised in full on the date of termination. 
 19. Governing Law.
This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Ohio. 

20. Effective Date/Termination. This Plan will be effective as of the Effective Date. No grant will be made under this Plan on or after
the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. 

21. Miscellaneous Provisions. 

(a) The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement of fractions in cash. 
 (b) This Plan will not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other
service at any time. 
 (c) Except with respect to Section 21(e) of this Plan, to the extent
that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will
remain in effect for other Option Rights and there will be no further effect on any provision of this Plan. 
 (d) No award under this Plan
may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having
jurisdiction over this Plan. 
 (e) Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will
not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder. 
 (f)
No Participant will have any rights as a Shareholder with respect to any Common Shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such Common Shares upon the
stock records of the Company. 
 (g) The Committee may condition the grant of any award or combination of awards authorized under this Plan
on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. 

  
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 (h) Except with respect to Option Rights and Appreciation Rights, the Committee may permit
Participants to elect to defer the issuance of Common Shares under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of
the Code. The Committee also may provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts. 

(i) If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under
any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain
in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to
governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is
not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act. 

22. Stock-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:

 (a) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options,
stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion,
substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original
terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by the original awards and the number of shares
subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction. 

(b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares
available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as
adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards using such available shares may not be made after
the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company
or any Subsidiary prior to such acquisition or merger. 

  
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 (c) Any Common Shares that are issued or transferred by, or that are subject to any awards that
are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) of this Plan will not reduce the Common Shares available for issuance or transfer under this Plan
or otherwise count against the limits contained in Section 3 of this Plan. In addition, no Common Shares subject to an award that is granted by, or becomes an obligation of, the Company under
Sections 22(a) or 22(b) of this Plan will be added to the aggregate limit contained in Section 3(a)(i) of this Plan. 

  
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