exv4w2





Exhibit 4.2




ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG




THIRD AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN



 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I GENERAL
	 	 	1	 
	 
	 	 	 	 
	1.1 Purpose
	 	 	1	 
	1.2 Definitions of Certain Terms
	 	 	1	 
	1.3 Administration
	 	 	2	 
	1.4 Persons Eligible for Awards
	 	 	3	 
	1.5 Types of Awards Under Plan
	 	 	3	 
	1.6 Registered Shares Available for Awards
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II AWARDS UNDER THE PLAN
	 	 	4	 
	 
	 	 	 	 
	2.1 Agreements Evidencing Awards
	 	 	4	 
	2.2 No Rights as a Shareholder
	 	 	4	 
	2.3 Grant of Restricted Registered Shares
	 	 	5	 
	2.4 Grant of Restricted Stock Units
	 	 	5	 
	2.5 Grant of Dividend Equivalent Rights
	 	 	5	 
	2.6 Other Stock-Based Awards
	 	 	5	 
	2.7 Certain Restrictions
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III MISCELLANEOUS
	 	 	6	 
	 
	 	 	 	 
	3.1 Amendment of the Plan
	 	 	6	 
	3.2 Confidentiality
	 	 	6	 
	3.3 Tax Withholding
	 	 	6	 
	3.4 Required Consents and Legends
	 	 	7	 
	3.5 Nonassignability; No Hedging
	 	 	7	 
	3.6 Successor Entity
	 	 	7	 
	3.7 Right of Discharge Reserved
	 	 	8	 
	3.8 Nature of Payments
	 	 	8	 
	3.9 Non-Uniform Determinations
	 	 	8	 
	3.10 Other Payments or Awards
	 	 	8	 
	3.11 Plan Headings
	 	 	8	 
	3.12 Termination of Plan
	 	 	9	 
	3.13 Governing Law; Venue
	 	 	9	 
	3.14 Severability; Entire Agreement
	 	 	9	 
	3.15 Waiver of Claims
	 	 	9	 
	3.16 No Third Party Beneficiaries
	 	 	9	 
	3.17 Successors and Assigns of Allied World
	 	 	10	 
	3.18 Date of Adoption and Approval of Shareholders
	 	 	10	 
	3.19 Section 409A
	 	 	10	 











 









 








ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG




THIRD AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN



ARTICLE I



GENERAL



1.1 Purpose



The purpose of the Allied World Assurance Company Holdings, AG Third Amended and Restated 2004
Stock Incentive Plan is to attract, retain and motivate officers, directors, employees (including
prospective employees), consultants and others who may perform services for the Company, to
compensate them for their contributions to the long-term growth and profits of the Company, and to
encourage them to acquire a proprietary interest in the success of the Company.




1.2 Definitions of Certain Terms



“ALLIED WORLD” means Allied World Assurance Company Holdings, AG or a successor entity contemplated
by Section 3.6.



“AWARD” means an award made pursuant to the Plan.



“AWARD AGREEMENT” means the written document by which each Award is evidenced.



“BOARD” means the Board of Directors of Allied World.



“CERTIFICATE” means a share certificate (or other appropriate document or evidence of ownership)
representing Registered Shares of Allied World.



“COMMITTEE” has the meaning set forth in Section 1.3.1.



“COMPANY” means Allied World and its subsidiaries.



“COVERED PERSON” has the meaning set forth in Section 1.3.3.



“EMPLOYMENT” means a grantee’s performance of services for the Company, as determined by the
Committee. The terms “employ” and “employed” shall have their correlative meanings.



“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time, and the
applicable rules and regulations thereunder.



“PLAN” means the Allied World Assurance Company Holdings, AG Third Amended and Restated 2004 Stock
Incentive Plan, as described herein and as hereafter amended from time to time.



“REGISTERED SHARES” mean the registered shares of Allied World.




 









 





1.3 Administration



1.3.1 Except, as otherwise provided herein, the Plan shall be administered by a committee (the
“Committee”) of the Board to be drawn solely from members of the Board who are not and have not
been officers of the Company. The Committee is authorized, subject to the provisions of the Plan,
to establish such rules and regulations as it deems necessary for the proper administration of the
Plan and to make such determinations and interpretations and to take such action in connection with
the Plan and any Award granted thereunder as it deems necessary or advisable. All determinations
and interpretations made by the Committee shall be final, binding and conclusive on all grantees
and on their legal representatives and beneficiaries. The Committee shall have the authority, in
its absolute discretion, to determine the persons who shall receive Awards, the time when Awards
shall be granted, the terms of such Awards and the number of Registered Shares, if any, which shall
be subject to such Awards. Unless otherwise provided in an Award Agreement, the Committee shall
have the authority, in its absolute discretion, to (i) amend any outstanding Award Agreement in any
respect, whether or not the rights of the grantee of such Award are adversely affected, including,
without limitation, to accelerate the time or times at which the Award becomes vested, unrestricted
or may be exercised, waive or amend any goals, restrictions or conditions set forth in such Award
Agreement, or impose new goals, restrictions and conditions, or reflect a change in the grantee’s
circumstances; and (ii) determine whether, to what extent and under what circumstances and method
or methods (A) Awards may be (1) settled in cash, Registered Shares, other securities, other Awards
or other property or (2) canceled, forfeited or suspended, (B) Registered Shares, other securities,
other Awards or other property, and other amounts payable with respect to an Award may be deferred
either automatically or at the election of the grantee thereof or of the Committee and (C) Awards
may be settled by the Company or any of its designees. Notwithstanding anything to the contrary
contained herein, the Board may, in its sole discretion, at any time and from time to time, grant
Awards (including grants to members of the Board who are not employees of the Company) or
administer the Plan, in which case the Board shall have all of the authority and responsibility
granted to the Committee herein.



1.3.2 Actions of the Committee may be taken by the vote of a majority of its members. The
Committee may allocate among its members and delegate to any person who is not a member of the
Committee any of its powers, responsibilities or duties in accordance with applicable law.



1.3.3 No member of the Board or the Committee or any employee of the Company (each such person a
“Covered Person”) shall have any liability to any person (including any grantee) for any action
taken or omitted to be taken or any determination made in good faith with respect to the Plan or
any Award. Each Covered Person shall be indemnified and held harmless by Allied World against and
from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or
incurred by such Covered Person in connection with or resulting from any action, suit or proceeding
to which such Covered Person may be a party or in which such Covered Person may be involved by
reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against
and from any and all amounts paid by such Covered Person, with Allied World’s approval, in
settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such
action, suit or proceeding against such Covered Person, provided that Allied World shall have the
right, at its own expense, to assume and defend any






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such action, suit or proceeding and, once Allied World gives notice of its intent to assume the
defense, Allied World shall have sole control over such defense with counsel of Allied World’s
choice. The foregoing right of indemnification shall not be available to a Covered Person to the
extent that a court of competent jurisdiction in a final judgment or other final adjudication, in
either case, not subject to further appeal, determines that the acts or omissions of such Covered
Person giving rise to the indemnification claim resulted from such Covered Person’s fraud or
dishonesty. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under Allied World’s Articles of
Association or Organizational Regulations, as a matter of law, or otherwise, or any other power
that Allied World may have to indemnify such persons or hold them harmless.




1.4 Persons Eligible for Awards



Awards under the Plan may be made to such officers, directors, employees (including prospective
employees), consultants and other individuals who may perform services for the Company, as the
Committee may select.




1.5 Types of Awards Under Plan



Awards may be made under the Plan in the form of (a) restricted stock, (b) restricted stock units,
(c) dividend equivalent rights and (d) other equity-based or equity-related Awards that the
Committee determines to be consistent with the purposes of the Plan and the interests of the
Company. Allied World, however, will not grant stock options pursuant to the Plan.




1.6 Registered Shares Available for Awards



1.6.1 Subject to adjustment as provided in Section 1.6.2 hereof, the maximum number of shares that
may be issued under the Plan is two million (2,000,000) Registered. Such Registered Shares may, in
the discretion of the Committee, be either authorized but unissued shares or shares previously
issued and reacquired by Allied World. If any Award shall expire, terminate or otherwise lapse, in
whole or in part, any Registered Shares subject to such Award (or portion thereof) shall again be
available for issuance under the Plan. Any Registered Shares delivered by Allied World, any
Registered Shares with respect to which Awards are made by Allied World and any Registered Shares
with respect to which Allied World becomes obligated to make Awards, through the assumption of, or
in substitution for, outstanding awards previously granted by an acquired entity, shall not be
counted against the shares available for Awards under this Plan.



1.6.2 The Committee shall adjust the number of Registered Shares authorized pursuant to Section
1.6.1 and the terms of any outstanding Awards (including, without limitation, the number of
Registered Shares covered by each outstanding Award, the type of property to which the Award is
subject and the exercise or strike price of any Award), in such manner as it deems appropriate to
preserve the benefits or potential benefits intended to be made available to grantees of Awards,
for any increase or decrease in the number of issued Registered Shares resulting from a
recapitalization, stock split, stock dividend, combination or exchange of Registered Shares,
merger, amalgamation, consolidation, rights offering, separation, reorganization or liquidation, or
any other change in the corporate structure or shares of Allied






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World. After any adjustment made pursuant to this Section 1.6.2, the number of Registered Shares
subject to each outstanding Award shall be rounded down to the nearest whole number.
Notwithstanding the foregoing, in the event of (i) a merger, amalgamation or consolidation
involving Allied World in which Allied World is not the surviving corporation; (ii) a merger,
amalgamation or consolidation involving Allied World in which Allied World is the surviving
corporation but the holders of shares of Registered Shares receive securities of another
corporation and/or other property, including cash; (iii) a the sale of greater than fifty percent
(50%) of the securities of Allied World entitled to vote in the election of directors to the Board;
or (iv) the reorganization or liquidation of Allied World (each, a “Corporate Event”), in lieu of
providing the adjustment set forth in subsection (b) above, the Committee may, in its discretion,
provide that all outstanding Awards shall terminate as of the consummation of such Corporate Event,
and either (x) accelerate the vesting of, and cause all vesting restrictions to lapse on, all
outstanding Awards to a date at least ten days prior to the date of such Corporate Event, or (y)
provide that holders of Awards will receive a payment in respect of cancellation of their Awards
based on the amount of the per share consideration being paid for the Registered Shares in
connection with such Corporate Event. Payments to holders pursuant to the preceding sentence shall
be made in cash, or, in the sole discretion of the Committee, in such other consideration necessary
for a holder of an Award to receive property, cash or securities as such holder would have been
entitled to receive upon the occurrence of the transaction if the holder had been, immediately
prior to such transaction, the holder of the number of Registered Shares covered by the Award at
such time.



1.6.3 There shall be no limit on the amount of cash, securities (other than Registered Shares as
provided in this Section 1.6) or other property that may be delivered pursuant to the Plan or any
Award; provided, however, that during any time that the Company is subject to Section 162(m) of the
Code, the maximum number of Registered Shares with respect to which Awards may be granted to any
individual in any one year shall not exceed the maximum number of Registered Shares available for
issue hereunder, as such number may change from time to time.




ARTICLE II




AWARDS UNDER THE PLAN



2.1 Agreements Evidencing Awards



Each Award granted under the Plan shall be evidenced by a written document that shall contain such
provisions and conditions as the Committee deems appropriate. The Committee may grant Awards in
tandem with or in substitution for any other Award or Awards granted under this Plan or any award
granted under any other plan of the Company. By accepting an Award pursuant to the Plan, a grantee
thereby agrees that the Award shall be subject to all of the terms and provisions of the Plan and
the applicable Award Agreement.




2.2 No Rights as a Shareholder



No grantee of an Award shall have any of the rights of a shareholder of Allied World with respect
to Registered Shares subject to such Award until the delivery of such shares. Except as






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otherwise provided in Section 1.6.2, no adjustments shall be made for dividends, distributions or
other rights (whether ordinary or extraordinary, and whether in cash, Registered Shares, other
securities or other property) for which the record date is prior to the date such shares are
delivered.




2.3 Grant of Restricted Registered Shares



The Committee may grant or offer for sale restricted Registered Shares in such amounts and subject
to Section 2.7 and such terms and conditions as the Committee shall determine. Upon the delivery
of such shares, the grantee shall have the rights of a shareholder with respect to the restricted
stock, subject to Section 2.7 and any other restrictions and conditions as the Committee may
include in the applicable Award Agreement. In the event that a Certificate is issued in respect of
restricted Registered Shares, such Certificate may be registered in the name of the grantee but may
be held by Allied World or its designated agent until the time the restrictions lapse.




2.4 Grant of Restricted Stock Units



The Committee may grant Awards of restricted stock units in such amounts and subject to Section 2.7
and such terms and conditions as the Committee shall determine. A grantee of a restricted stock
unit will have only the rights of a general unsecured creditor of Allied World until delivery of
Registered Shares, cash or other securities or property is made as specified in the applicable
Award Agreement. On the delivery date specified in the Award Agreement, the grantee of each
restricted stock unit not previously forfeited or terminated shall receive one Registered Share, or
cash, securities or other property equal in value to a Registered Share or a combination thereof as
specified by the Committee.




2.5 Grant of Dividend Equivalent Rights



The Committee may include in the Award Agreement with respect to any Award a dividend equivalent
right entitling the grantee to receive amounts equal to all or any portion of the dividends that
would be paid on the Registered Shares covered by such Award if such shares had been delivered
pursuant to such Award. The grantee of a dividend equivalent right will have only the rights of a
general unsecured creditor of Allied World until payment of such amounts is made as specified in
the applicable Award Agreement. In the event such a provision is included in an Award Agreement,
the Committee shall determine whether such payments shall be made in cash, in Registered Shares or
in another form, whether they shall be conditioned upon the exercise of the Award to which they
relate, the time or times at which they shall be made, and such other terms and conditions as the
Committee shall deem appropriate.




2.6 Other Stock-Based Awards



The Committee may grant other types of equity-based or equity-related Awards (including the grant
or offer for sale of unrestricted Registered Shares) in such amounts and subject to such terms and
conditions, as the Committee shall determine. Such Awards may entail the transfer of actual
Registered Shares to Award recipients, or payment in cash or otherwise of amounts based on the
value of Registered Shares, and may include, without limitation, Awards designed to






5









 







comply with or take advantage of the applicable local laws of jurisdictions other than the United
States.




2.7 Certain Restrictions



In the case of an Award in the form of restricted stock or restricted stock units, at least one
year must elapse before the delivery or payment of Registered Shares, cash or other property,
except in the case of (i) termination of employment due to death, disability, retirement at or
after age 65 or change of control; or (ii) an Award that the Committee determines is performance
based, in which case at least one year must elapse.




ARTICLE III




MISCELLANEOUS



3.1 Amendment of the Plan



3.1.1 Unless otherwise provided in an Award Agreement, the Board may from time to time suspend,
discontinue, revise or amend the Plan in any respect whatsoever, including in any manner that
adversely affects the rights, duties or obligations of any grantee of an Award.



3.1.2 Unless otherwise determined by the Board, shareholder approval of any suspension,
discontinuance, revision or amendment shall be obtained only to the extent necessary to comply with
any applicable law or stock exchange listing requirement.




3.2 Confidentiality



In consideration of the grantee’s acceptance of any Award, the grantee hereby agrees to keep
confidential the existence of, and any information concerning, any dispute arising in connection
with any Award, the Plan and any related matters, except that the grantee may disclose information
concerning such dispute to the court that is considering such dispute or to the grantee’s legal
counsel (provided that such counsel agrees not to disclose any such information other than as
necessary to the prosecution or defense of the dispute).




3.3 Tax Withholding



As a condition to the delivery of any Registered Shares pursuant to any Award or the lifting or
lapse of restrictions on any Award, or in connection with any other event that gives rise to a
federal or other governmental tax withholding obligation on the part of the Company relating to an
Award (including, without limitation, FICA tax), (a) the Company may deduct or withhold (or cause
to be deducted or withheld) from any payment or distribution to a grantee whether or not pursuant
to the Plan or (b) the Committee shall be entitled to require that the grantee remit cash to the
Company (through payroll deduction or otherwise), in each case in an amount sufficient in the
opinion of the Company to satisfy such withholding obligation.










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3.4 Required Consents and Legends




3.4.1 If the Committee shall at any time determine that any consent (as hereinafter defined) is
necessary or desirable as a condition of, or in connection with, the granting of any Award, the
delivery of Registered Shares or the delivery of any cash, securities or other property under the
Plan, or the taking of any other action thereunder (each such action being hereinafter referred to
as a “plan action”), then such plan action shall not be taken, in whole or in part, unless and
until such consent shall have been effected or obtained to the full satisfaction of the Committee.
The Committee may direct that any Certificate evidencing shares delivered pursuant to the Plan
shall bear a legend setting forth such restrictions on transferability as the Committee may
determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer
order against any legended shares.



3.4.2 The term “consent” as used in this Section 3.4 with respect to any plan action includes (a)
any and all listings, registrations or qualifications in respect thereof upon any securities
exchange or under any federal, state or local law, or law, rule or regulation of a jurisdiction
outside the United States; (b) or any other matter, which the Committee may deem necessary or
desirable to comply with the terms of any such listing, registration or qualification or to obtain
an exemption from the requirement that any such listing, qualification or registration be made; (c)
any and all other consents, clearances and approvals in respect of a plan action by any
governmental or other regulatory body or any stock exchange or self-regulatory agency; and (d) any
and all consents required by the Committee. Nothing herein shall require Allied World to list,
register or qualify the Registered Shares on any securities exchange.




3.5 Nonassignability; No Hedging



Except to the extent otherwise expressly provided in the applicable Award Agreement or determined
by the Committee, no Award (or any rights and obligations thereunder) granted to any person under
the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed
of or hedged, in any manner (including through the use of any cash-settled instrument), whether
voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by
the laws of descent and distribution, and all such Awards (and any rights thereunder) shall be
exercisable during the life of the grantee only by the grantee or the grantee’s legal
representative. Any sale, exchange, transfer, assignment, pledge, hypothecation or other
disposition in violation of the provisions of this Section 3.5 shall be null and void and any Award
which is hedged in any manner shall immediately be forfeited. All of the terms and conditions of
this Plan and the Award Agreements shall be binding upon any permitted successors and assigns.




3.6 Successor Entity



Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by
the Committee, in the event of a merger, amalgamation, consolidation, mandatory share exchange or
other similar business combination of Allied World with or into any other entity or any transaction
in which another person or entity acquires all of the issued and outstanding Registered Shares of
Allied World, or all or substantially all of the assets of Allied World, outstanding Awards may be
assumed or a substantially equivalent award may be substituted by such successor entity or a parent
or subsidiary of such successor entity.








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3.7 Right of Discharge Reserved



Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continued
Employment by the Company or affect any right that the Company may have to terminate such
Employment.




3.8 Nature of Payments



3.8.1 Any and all grants of Awards and deliveries of Registered Shares, cash, securities or other
property under the Plan shall be in consideration of services performed or to be performed for the
Company by the grantee. Awards under the Plan may, in the discretion of the Committee, be made in
substitution in whole or in part for cash or other compensation otherwise payable to a grantee by
the Company. Only whole Registered Shares shall be delivered under the Plan. Awards shall, to the
extent reasonably practicable, be aggregated in order to eliminate any fractional shares.
Fractional shares shall be rounded down to the nearest whole share and any such fractional shares
shall be forfeited.



3.8.2 All such grants and deliveries shall constitute a special discretionary incentive payment to
the grantee and shall not be required to be taken into account in computing the amount of salary or
compensation of the grantee for the purpose of determining any contributions to or any benefits
under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit
plan of the Company or under any agreement with the grantee, unless the Company specifically
provides otherwise.




3.9 Non-Uniform Determinations



The Committee’s determinations under the Plan and Award Agreements need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan
(whether or not such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective
determinations under Award Agreements, and to enter into non-uniform and selective Award
Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and (c)
whether a grantee’s Employment has been terminated for purposes of the Plan.




3.10 Other Payments or Awards



Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from
making any award or payment to any person under any other plan, arrangement or understanding,
whether now existing or hereafter in effect.




3.11 Plan Headings



The headings in this Plan are for the purpose of convenience only and are not intended to define or
limit the construction of the provisions hereof.








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3.12 Termination of Plan



The Board reserves the right to terminate the Plan at any time; provided, however, that in any
case, the Plan shall terminate on May 8, 2018, and provided further, that all Awards made under the
Plan prior to its termination shall remain in effect until such Awards have been satisfied or
terminated in accordance with the terms and provisions of the Plan and the applicable Award
Agreements.




3.13 Governing Law; Venue



THIS PLAN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. IN CONSIDERATION OF THE GRANTEE’S ACCEPTANCE OF THE ISSUANCE OF ANY AWARD, THE GRANTEE
HEREBY EXPRESSLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF AND VENUE IN THE COURTS OF SWITZERLAND
WITH RESPECT TO ANY SUIT OR CLAIM INSTITUTED BY THE COMPANY OR THE GRANTEE RELATING TO THIS PLAN OR
THE AWARD.




3.14 Severability; Entire Agreement



If any of the provisions of this Plan or any Award Agreement is finally held to be invalid, illegal
or unenforceable (whether in whole or in part), such provision shall be deemed modified to the
extent, but only to the extent, of such invalidity, illegality or unenforceability and the
remaining provisions shall not be affected thereby; provided, that if any of such provisions is
finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope
determined to be acceptable to permit such provision to be enforceable, such provision shall be
deemed to be modified to the minimum extent necessary to modify such scope in order to make such
provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of
the parties with respect to the subject matter thereof and supersede all prior agreements,
promises, covenants, arrangements, communications, representations and warranties between them,
whether written or oral with respect to the subject matter thereof.




3.15 Waiver of Claims



Each grantee of an Award recognizes and agrees that prior to being selected by the Committee to
receive an Award he or she has no right to any benefits hereunder. Accordingly, in consideration
of the grantee’s receipt of any Award hereunder, he or she expressly waives any right to contest
the amount of any Award, the terms of any Award Agreement, any determination, action or omission
hereunder or under any Award Agreement by the Committee, Allied World or the Board, or any
amendment to the Plan or any Award Agreement (other than an amendment to this Plan or an Award
Agreement to which his or her consent is expressly required by the express terms of an Award
Agreement).




3.16 No Third Party Beneficiaries



Except as expressly provided therein, neither the Plan nor any Award Agreement shall confer on any
person other than Allied World and the grantee of any Award any rights or remedies






9









 







thereunder. The exculpation and indemnification provisions of Section 1.3.3 shall inure to the
benefit of a Covered Person’s estate and beneficiaries and legatees.




3.17 Successors and Assigns of Allied World



The terms of this Plan shall be binding upon and inure to the benefit of Allied World and any
successor entity contemplated by Section 3.6.




3.18 Date of Adoption and Approval of Shareholders



The Plan was adopted effective on February 28, 2008, by the Board, subject to approval by the
shareholders of the Company at a General Meeting of Shareholders on May 8, 2008.




3.19 Section 409A



The Plan and all Awards granted hereunder are intended to be exempt from the provisions of Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that any
Awards, payments or benefits provided hereunder are considered deferred compensation subject to
Section 409A, the Company intends for this Plan and all Awards to comply with the standards for
nonqualified deferred compensation established by 409A (the “409A Standards”). Notwithstanding
anything herein to the contrary, to the extent that any terms of the Plan or any Award would
subject recipient of an Award to gross income inclusion, interest or an additional tax pursuant to
Section 409A, those terms are, to that extent, superseded by the 409A Standards. The Company
reserves the right to amend Awards granted hereunder to cause such Awards to comply with or be
exempt from Section 409A.





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