Stock-Based Compensation Plan for Non-Employee Directors



 Exhibit 10.F 
 CARPENTER TECHNOLOGY CORPORATION 
 STOCK-BASED COMPENSATION PLAN FOR 
 NON-EMPLOYEE DIRECTORS 
 Effective
August 9, 1990 
 As Amended and Restated on April 21, 2009 
 and Amended on July 29, 2009 
  

	1.	Purpose: 

 The purposes of the Plan are to attract
and retain the services of experienced and knowledgeable non-employee directors, to encourage Eligible Directors of Carpenter Technology Corporation (the “Company”) to acquire a proprietary and vested interest in the growth and performance
of the Company, and to generate an increased incentive for Eligible Directors to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders. 
 This Plan is an amendment and restatement of the Carpenter Technology Corporation Non-Qualified Stock Option Plan for Non-Employee Directors as adopted
effective August 9, 1990, and subsequently amended and/or restated as set out in Section 16 below. The rights of any Eligible Director whose service as an Eligible Director ended on or before April 21, 2009 shall be governed by the
terms of the Plan as in effect when that Eligible Director’s Award was granted. This amendment and restatement of the Plan does not increase the number of Shares theretofore otherwise available under the Plan. 
  

	2.	Definitions: 

 As used in the Plan, the following
terms shall have the meanings set forth below: 
 a) “Annual Retainer” shall mean base compensation for services as an
Eligible Director. Annual Retainer shall not include meeting fees, committee service fees, if any, expense allowances or reimbursements or any other additional compensation for services as an Eligible Director. 
 b) “Award” shall mean the Options, Performance Units and Stock Units granted under the Plan. 
 c) “Award Agreement” shall mean the written agreement, instrument or document evidencing an Award. 
 d) “Beneficiary” shall mean the person who the Eligible Director designates to receive any unpaid portion of the Eligible
Director’s account should the Eligible Director’s death occur before the Eligible Director receives the entire balance to the credit of such Eligible Director’s account. If the Eligible Director does not designate a Beneficiary, the
Beneficiary shall be the person’s spouse if the person is married at the time of death, or the Eligible Director’s estate if unmarried at the time of the person’s death. 
 e) “Board” shall mean the Board of Directors of the Company. 
 f) “Cause” shall mean the Eligible Director’s: (i) willful misconduct or gross negligence in connection with the performance
of the Eligible Director’s duties for the Company or any affiliated company; (ii) conviction of, or a plea of guilty or nolo contendere to, a felony or a crime involving fraud or moral turpitude; (iii) engagement in any
business that directly or indirectly competes with the Company or any affiliated company; or (iv) disclosure of trade secrets, customer lists or confidential information of the Company or any affiliated company to a competitor or unauthorized
person. 
  

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 g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

 h) “Common Stock” shall mean the Common Stock, $5.00 par value, of the Company. 
 i) “Company” shall mean Carpenter Technology Corporation, a Delaware corporation, or any successor corporation. 
 j) “Disability” shall mean that a qualified physician designated by the Company has reviewed and approved the determination that an
Eligible Director is either: 
 (i) unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or 
 (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees or directors of the Company or any subsidiary. 
 k) “Election Date” shall mean with respect to an Option hereunder the date of the appointment, election, or re-election of the Eligible
Director that prompted the grant of such Option. 
 l) “Eligible Director” shall mean each director of the Company who is
not an employee of the Company or any of the Company’s subsidiaries [as defined in section 424(f) of the Code], or who is not otherwise excluded from participation by agreement. 
 m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
 n) “Fair Market Value” shall mean the fair market value of the Company’s Common Stock, determined in accordance with section 409A
of the Code, and based upon (i) the last sale price of the Common Stock on the date on which such value is determined, as reported on the consolidated tape of New York Stock Exchange issues or, if there shall be no trades on such date, on the
date nearest preceding such date; (ii) if the Common Stock is not then listed for trading on the New York Stock Exchange, the last sale price of the Common Stock on the date on which such value is determined, as reported on another recognized
securities exchange or on the NASDAQ National Market System if the Common Stock shall then be listed and traded upon such exchange or system or, if there shall be no trades on such date, on the date nearest preceding such date; or (iii) the
mean between the bid and asked quotations for such stock on such date (as reported by a recognized stock quotation services) or, in the event that there shall be no bid or asked quotations on such date, then upon the basis of the mean between the
bid and asked quotations on the date nearest preceding such date. 
 o) “Grant Date” shall mean, with respect to an Option
hereunder, the date upon which such Option is granted; with respect to Stock Units, the date upon which such Stock Units are awarded; and, with respect to Performance Units, the date upon which the Board determines Performance Goals and passes a
resolution creating a Performance Unit opportunity. 
 p) “Option” shall mean any right granted to an Eligible Director
allowing such Eligible Director to purchase Shares at such price or prices and during such period or periods as set forth under the Plan. All Options shall be non-qualified options not entitled to special tax treatment under section 422 of the Code.

 q) “Performance Goal” shall mean a goal the attainment of which is substantially uncertain at the time the Performance
Goal is established that must be met by the end of a Performance Period specified by the Board. Performance Goals may be measured on an absolute or relative basis. Relative performance may be measured against an external index, such as a group of
peer companies, industry groups or a financial market index. Performance Goals may be based upon: (i) the price of Common Stock, (ii) the market share of the Company or its subsidiaries (or any business unit thereof), (iii) sales or
revenue by the Company or its subsidiaries (or 

  

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any business unit thereof), (iv) earnings or diluted earnings per share of Common Stock, with or without net pension credit/expense, (v) return on
shareholder equity of the Company, (vi) costs of the Company or its subsidiaries (or any business unit thereof), (vii) cash flow of the Company or its subsidiaries (or any business unit thereof), (viii) return on total assets of the
Company or its subsidiaries (or any business unit thereof) (“ROA”), (ix) return on invested capital of the Company or its subsidiaries (or any business unit thereof), (x) return on net assets of the Company or its subsidiaries
(or any business unit thereof) (“RONA”), (xi) operating income of the Company or its subsidiaries (or any business unit thereof), with or without net pension credit/expense, (xii) net income of the Company or its subsidiaries (or
any business unit thereof) with or without net pension credit/expense, (xiii) costs of capital of the Company or its subsidiaries (or any business unit thereof), (xiv) earnings before interest and income taxes (“EBIT”) or
earnings before interest, income taxes, depreciation and amortization (“EBITDA”) of the Company or its subsidiaries, (xv) economic profit of the Company or its subsidiaries, (xvi) total shareholder return, (xvii) economic
value added, or (xviii) any other financial or other measurement deemed appropriate by the Board, as it relates to the results of operations or other measurable progress of the Company or its subsidiaries (or any business unit thereof). The
Board shall have discretion to determine the specific targets with respect to each of these categories of Performance Goals. 
 r)
“Performance Period” shall mean a period of twelve consecutive months or more during which the performance of the Company, any subsidiary or any department thereof, or any individual is measured for the purpose of determining the
extent to which a Performance Goal is achieved. Nothing in this Plan shall prevent the Board from establishing a Performance Period that commences prior to the termination of one or more other Performance Periods. 
 s) “Performance Unit” shall mean the right to receive, following termination of service as an Eligible Director, one share of Common
Stock. Performance Units will be earned, if at all, based upon the attainment of Performance Goals during the applicable Performance Period specified by the Board. For purposes of this Plan, fractional Performance Units, measured to the nearest four
decimal places, may be credited. 
 t) “Release Date” shall mean the fifth business day occurring after the Company’s
earnings release for the preceding fiscal period. In calculating the Release Date, the day of an earnings release shall be counted if the earnings release is made before the opening of trading on the New York Stock Exchange and shall not be counted
if such release is made after the opening of trading. 
 u) “Retirement” shall mean termination of Board service other than
for Cause with a minimum of three years of service as an Eligible Director. 
 v) “Shares” shall mean shares of Common
Stock. 
 w) “Stock Unit” shall mean the right to receive, upon satisfaction or lapse of any applicable vesting requirement
or forfeiture condition under Section 8(a) or as otherwise specified in the Award Agreement, one share of Common Stock. For purposes of this Plan, fractional Stock Units, measured to the nearest four decimal places, may be credited. 

x) “Unit” shall mean a Performance Unit, a Stock Unit, or both, as required by context. 
 y) “Window” shall mean a 30 calendar-day period of time beginning on a Release Date. 
  

	3.	Administration: 

 (a) The Plan shall be administered
by the Company. Subject to the terms of the Plan, the Board shall have the power to interpret the provisions and supervise the administration of the Plan. Any action of the Board in administering the Plan shall be final, conclusive and binding on
all persons, including the Company, Eligible Directors, persons claiming rights from or through Eligible Directors and stockholders of the Company. 
  

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 (b) Subject to the provisions of the Plan, the Board shall have full and final authority in its
discretion (i) to determine the terms and conditions of any Award granted under the Plan (including, but not limited to, restrictions as to vesting, transferability or forfeiture, exercisability or settlement of an Award and waivers or
accelerations thereof, and waivers of or modifications to performance conditions relating to an Award, based in each case on such considerations as the Board shall determine) and all other matters to be determined in connection with an Award;
(ii) to determine whether, to what extent, and under what circumstances an Award may be canceled, forfeited, or surrendered; (iii) to determine whether, and to certify that, Performance Goals to which the settlement of an Award is subject
are satisfied for the relevant Performance Period; (iv) to correct any defect or supply any omission or reconcile any inconsistency in the Plan, and to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in
the administration of the Plan; and (v) to make all other determinations as it may deem necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, an Eligible Director must be recused and abstain from
participating in any action of the Board that affects his or her outstanding Award, and a Performance Period may only be waived following an Eligible Director’s death, Disability, Retirement or termination without Cause or as indicated in
Section 13(c) upon a Change in Control. 
 (c) Notwithstanding anything to the contrary herein, discretionary Awards to any Eligible
Director under Sections 5, 6 or 9 of the Plan shall be made by the Board or an independent committee of the Board without the vote of any directors who are also employees of the Company. 
  

	4.	Shares Subject to the Plan:  

 a) Total
Number. Subject to future adjustment as provided in this Section, the total number of Shares available for Awards under the Plan as of the April 21, 2009 date of the amendment and restatement is 1,008,654, which amount reflects the
Company’s 2 for 1 stock split effected on November 15, 2007 and otherwise is derivative from the number of Shares available under this Plan as of August 18, 2006 when this Plan was amended to increase the number of available Shares.
Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares or treasury Shares. 
 b) Reduction of
Shares Available. 
 (i) The grant of an Option will reduce the number of Shares available for further grants by the
number of Shares subject to such Option. 
 (ii) Any shares issued by the Company through the assumption or substitution of
outstanding grants from an acquired company shall not reduce the Shares available for grants under the Plan. 
 (iii) The
grant of Performance Units or Stock Units will reduce the number of Shares available for further grants by the number of Units granted. 
 c)
Increase of Shares Available. The lapse, cancellation or other termination of an Option or Unit that has not been fully exercised or paid shall increase the available Shares for such Options or Units by the number of Shares that have not been
issued upon exercise of such Option or payment of such Unit. 
 d) Other Adjustments. The total number and kind of Shares available
for Options or Units under the Plan or which may be allocated to any one Eligible Director, the number and kind of Shares subject to outstanding Options or Units, and the exercise price for such Options or the value of Units shall be appropriately
adjusted by the Board for any increase or decrease in the number of outstanding Shares resulting from a stock dividend, subdivision, combination of Shares, reclassification, or other change in corporate structure affecting the Shares or for any
conversion of the Shares into or exchange of the Shares for other Shares as a result of any merger or consolidation (including a sale of assets) or other recapitalization as may be necessary to maintain the proportionate interest of the Option or
Unit holder. 
  

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	5.	Initial Options: 

 Initial Options may be granted to
Eligible Directors as follows: 
 a) Initial Grant. Each Eligible Director who has not previously received a grant under this Plan may
be granted an Option to acquire up to 4,000 Shares (or such different number of Shares as the Board may determine by duly adopted resolution, consistent with any applicable requirements under securities laws or continued listing standards of the
principal stock exchange for trading of the Common Stock) on such Eligible Director’s Election Date or such later date as may be required to comply with the Company’s normal practices under applicable securities laws and regulations.

 b) Terms and Conditions. Any Option granted under this Section 5 shall be subject to the following terms and conditions:

 (i) Option Price. The purchase price per Share purchasable under an Option shall be 100% of the Fair Market Value of
a Share on the Grant Date. 
 (ii) Exercisability. Unless otherwise provided by this Plan, an Option shall become
exercisable in whole or in part one year from the Grant Date. 
  

	6.	Other Awards of Options or Stock Units: 

 In
addition to an initial grant of an Option pursuant to Section 5, or an award of Stock Units pursuant to Section 8, other Options or Stock Units may be granted to Eligible Directors as follows: 
 a) Annual Grant. Each Eligible Director on or after the Effective Date of the Plan may be granted, immediately after the annual meeting of the
Company’s stockholders or on such other regularly scheduled date as the Board may determine from time to time in light of the Company’s prevailing practices for the grant of equity-based awards to other personnel, Options, Stock Units, or
a combination of Options and Stock Units with respect to that number of Shares having a Fair Market Value on the Grant Date of up to Ninety Thousand Dollars ($90,000) (or such different dollar amount as the Board may determine by duly adopted
resolution, consistent with any applicable requirements under securities laws or continued listing standards of the principal stock exchange for trading of the Common Stock), either in lieu of or in addition to such Eligible Director’s Annual
Retainer. 
 b) Other Grants or Awards. In addition to an annual Option grant or Stock Units award pursuant to Section 6(a)
above, each Eligible Director may be granted or awarded, at any time and from time to time as may be determined by the Board, Options or Stock Units with respect to such number of Shares as the Board may determine by duly adopted resolution,
consistent with any applicable requirements under this Plan, securities laws or continued listing standards of the principal stock exchange for trading of the Common Stock. 
 c) Terms and Conditions of Options. Any Option granted under this Section 6 shall be subject to the following terms and conditions:

 (i) Option Price. The purchase price per Share purchasable under an Option shall be 100% of the Fair Market Value of
a Share on the Grant Date. 
 (ii) Exercisability. Unless otherwise provided by this Plan, an Option shall become
exercisable in whole or in part one year from the Grant Date. 
 d) Vesting Condition of Stock Units. Any Stock Units awarded under
this Section 6 shall, unless otherwise specified in the awarding resolution or the Award Agreement, be restricted and subject to forfeiture until one (1) year from the Grant Date. 
  

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	7.	General Terms:  

 The following provisions shall
apply to any Option: 
 a) Option Period. Each Option shall expire ten years from its Grant Date, subject to earlier termination as
hereinafter provided. 
 b) Exercisability. Each Option granted under this Plan shall become exercisable by the Eligible Director only
after the completion of one year of Board service immediately following the Grant Date; provided, however, that for Annual Options under Section 6, uninterrupted Board service by the Eligible Director until the annual meeting of the
Company’s stockholders next following the Grant Date shall be deemed completion of one year of Board service. Exercise of any or all prior existing Options shall not be required. 
 c) Non Transferability. No Option under this Plan may be transferable by the Eligible Director except by will or the laws of descent and
distribution. In the event of the death of the Eligible Director more than one year after the Grant Date, an Option may be transferred to the Eligible Director’s personal representative, heirs or legatees (“Transferee”) and may be
exercised by the Transferee for the remainder of the exercise period then available to the Eligible Director. In the event of the Retirement from Board service or Disability of an Eligible Director, an Option may be exercised prior to its expiration
during the original ten-year exercise period beginning on the Grant Date. In all other cases of termination of Board service of an Eligible Director except for removal for Cause, an Option, if otherwise exercisable by the Eligible Director at the
time of such termination, may be exercised within three months after such termination. In the event of removal for Cause, all existing Options shall be of no force and effect. 
 d) Method of Exercise. Any Option may be exercised by the Eligible Director in whole or in part at such time or times and by such methods as the
Board may specify. The applicable Award Agreement may provide that the Eligible Director may make payment of the Option price in cash, Shares held for at least six months (or such other period specified by the Board), or such other consideration as
the Board may specify, or any combination thereof, having a Fair Market Value on the exercise date equal to the total Option price. 
  

	8.	Stock Units: 

 a) Required Annual Grant of Stock
Units. On the date of the annual meeting of stockholders or on such other date as the Board may determine from time to time in light of the Company’s prevailing practices for the grant of equity-based awards to other personnel, each
Eligible Director shall be granted each year, in place of equivalent cash compensation, a number of Stock Units determined by dividing 50% of the Eligible Director’s Annual Retainer by the Fair Market Value on that date. 
 b) Election as to Annual Stock Units. By written election filed with the Board before the end of any calendar year, an Eligible Director may elect
to increase the percentage in Section 8(a) above to 100%, and thereby have the entire Eligible Director’s Annual Retainer payable in each calendar year beginning after the date of the election granted in Stock Units. An election under this
Section 8(b) shall remain in effect until changed, in writing, by the Eligible Director. Any such change shall be effective in the first calendar year beginning after the date of the written notice of change. 
 c) Forfeiture of Annual Stock Units. Stock Units granted under Section 8(a) will be forfeited if the Eligible Director terminates service as
an Eligible Director for any reason other than Retirement, Disability, or death, before the one-year anniversary of the Grant Date but, after the earliest to occur of any such event (Retirement, Disability, death or the one-year anniversary of the
Grant Date), such Stock Units shall be fully vested and non- forfeitable. Stock Units granted pursuant to an election under Section 8(b) are at all times fully vested and are non-forfeitable. 
  

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 d) Other Stock Units. In addition to and not in lieu of the provisions of this Section 8,
other Stock Units may be awarded to Eligible Directors pursuant to Section 6 of this Plan. 
  

	9.	Performance Units: 

 a) Grant of Performance
Units. Opportunities to earn Performance Units may be granted annually to an Eligible Director. When granting an opportunity for Performance Units, the Board shall determine the number of Performance Units (including fractions) eligible to be
earned by an Eligible Director, the Performance Goals applicable to such Performance Units, the applicable Performance Period, and any restrictions on the Performance Units or Shares that may become earned with the attainment of the Performance
Goals. 
 b) Allocation of Performance Units. After the close of the applicable Performance Period, the Board shall determine the
extent to which Performance Units are earned as a result of the attainment of Performance Goals. As soon as practicable following the Board’s determination, earned Performance Units (or fractions thereof) shall be allocated to the Eligible
Director’s account with an initial value equal to the Fair Market Value at the close of the applicable Performance Period. 
 c) Payment of Performance Units. Earned Performance Units (or fractions thereof) credited to the Eligible Director’s account shall be paid to the Eligible Director (or, upon the Eligible Director’s death, to
the Eligible Director’s Beneficiary) as soon as practicable, and no more than sixty days, following the Eligible Director’s termination of service as an Eligible Director. The Eligible Director shall receive Shares in payment of the
Performance Units credited to the Eligible Director’s account in a single lump sum distribution, with the number of Shares equal to the number of such whole Units credited to the Eligible Director’s account and with cash paid in lieu of
any fractional Units based on the Fair Market Value on the date of the Eligible Director’s termination of service as an Eligible Director.  
  

	10.	Nontransferability of Units: 

 Neither Performance
Units nor Stock Units may be sold, transferred, pledged, assigned or otherwise alienated, other than by will or by the laws of descent and distribution. 
  

	11.	Dividend Equivalents: 

 An Eligible Director who has
earned Performance Units or been granted Stock Units will also be allocated additional Units, determined on a quarterly basis, with respect to the payment of dividends on outstanding Common Stock. The number of additional Units to be allocated will
be determined by multiplying the quarterly dividend per Share, if any, for the immediately preceding quarter by the number of Units credited to the Eligible Director’s account on the first day of that calendar quarter and dividing the result by
the Fair Market Value on the last business day of that quarter. Any additional Units credited to the Eligible Director’s account with respect to Stock Units will be forfeited if and when such Stock Units are forfeited and will be payable if and
when such Stock Units are payable. 
  

	12.	Payment of Stock Units: 

 a) Credit to Eligible
Director’s Account. In connection with each grant of Stock Units to an Eligible Director, the Eligible Director’s account shall be credited with such amount of Stock Units, subject to the forfeiture or vesting terms and conditions
established as part of the grant or as set forth in the Award Agreement. Separate accounts or subaccounts shall be established for crediting Stock Units granted pursuant to Section 8(a) or Section 8(b) and for crediting grants of Stock
Units under Section 6. Stock Units granted under Section 8(a) shall vest and no longer be subject to forfeiture as provided in Section 8(c), and Stock Units granted under Section 6 or any other provision of this Plan shall vest
and no longer be subject to forfeiture in accordance with such applicable granting section or provision, or the terms of the Award as set forth in the Award Agreement. Upon forfeiture, Stock Units shall be subtracted from the Eligible
Director’s account, along with any additional Units that were credited to the account as dividend equivalents. 
  

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 b) Payment of Stock Units Awarded Under Section 8. All Stock Units awarded pursuant to
Section 8(a) or Section 8(b) in lieu of the Eligible Director’s Annual Retainer shall be settled and payable in Shares only upon the Eligible Director’s termination from service with the Board. As soon as practicable and no more
than thirty (30) days following the Eligible Director’s termination of service from the Board, the Eligible Director (or, in the event of death, the Eligible Director’s Beneficiary) shall receive Shares in payment of the vested Stock
Units credited to the Eligible Director’s account in a single lump sum distribution, with the number of Shares equal to the number of such whole Stock Units credited to the Eligible Director’s account and with cash paid in lieu of any
fractional Units based on the Fair Market Value on the date of the Eligible Director’s termination of service as an Eligible Director. 
 c) Payment of Stock Units Awarded Under Section 6. All Stock Units awarded pursuant to Section 6 of the Plan shall be settled and payable in Shares in accordance with the terms of the Award Agreement. Unless provided
otherwise in the Award Agreement, Stock Units granted pursuant to Section 6 shall be settled and payable in Shares only upon the Eligible Director’s termination from service with the Board. As soon as practicable and no more than thirty
(30) days following the Eligible Director’s termination of service from the Board (or such other payment date as provided in the Award Agreement), the Eligible Director (or, in the event of death, the Eligible Director’s Beneficiary)
shall receive Shares in payment of the vested Stock Units credited to the Eligible Director’s account in a single lump sum distribution, with the number of Shares equal to the number of such whole Stock Units credited to the Eligible
Director’s account and with cash paid in lieu of any fractional Units based on the Fair Market Value on the date of the Eligible Director’s termination of service as an Eligible Director. 
  

	13.	Change in Control: 

 a) Notwithstanding anything in
this Plan to the contrary, in the event of a Change in Control of the Company, the Options granted under Sections 5 and 6 shall vest and become immediately exercisable and any unvested Stock Units granted under Section 8 shall vest. 

b) For purposes of this Plan, “Change in Control” means: 
 (i) the acquisition by any individual, entity or group within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common
Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided,
however, that, for purposes of this Section 13(b), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company or (4) any acquisition by any corporation pursuant to a transaction that complies with Sections 13(b)(iii)(A), 13(b)(iii)(B) and
13(b)(iii)(C); 
 (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board; 
  

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 (iii) consummation of a reorganization, merger, consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the acquisition of the assets or stock of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person
[excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination] beneficially owns, directly or indirectly, 20% or more
of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such
ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board providing for such Business Combination; or 
 (iv) approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company. 
 c) Payment for Performance Units.
Within 30 days following a Change in Control of the Company, as defined in Section 13(b) of this Plan, there shall be paid in cash to Eligible Directors with an opportunity to receive Performance Units under an incomplete Performance Period a
pro rata amount based upon the assumed achievement of all relevant Performance Goals at target levels, and upon the length of time within the Performance Period that has elapsed before the Change in Control of the Company; provided, however, that
(i) the Board shall endeavor in good faith to comply with the requirements of section 409A of the Code with any payment hereunder; (ii) if the Board determines that actual performance to the date of the Change in Control of the Company
exceeds targeted levels, the prorated payouts shall be made using the actual performance data; and (iii) there shall not be an accelerated payout with respect to Performance Units that qualify as “Derivative Securities” under section
16 of the Exchange Act that were granted less than six months before the Change in Control of the Company. 
  

	14.	Amendments and Termination: 

 a) General
Authority of the Board. The Board may amend or terminate the Plan at any time, without approval thereof by the stockholders of the Company or any other person, except that (i) the Board may not amend the Plan without approval of the
Company’s stockholders if (A) stockholder approval is necessary in order for the Plan to comply with any requirement that confers a material benefit on the Company or its stockholders under the Code or other applicable tax or securities
laws or regulations or (B) such amendment would constitute a repricing or exchange of any outstanding Option or Unit, which would require stockholder approval under the rules of any exchange upon which the Company’s Common Stock is listed;
and (ii) the Board may not amend or terminate the Plan at a time (or in a manner) that would adversely impair or affect any rights or obligations under any outstanding Option or Unit, without the consent of the affected Eligible Director,
unless such amendment or termination is required by the Code, applicable securities laws, or the rules of any exchange upon which the Company’s Common Stock is listed. 
 b) Amendment With Approval of Stockholders. The Plan may otherwise be amended or terminated by the Board, at any time and in any manner that is
permitted by applicable law, if the effectiveness thereof is subject to approval by the stockholders of the Company, and such stockholder approval is obtained. 
  

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	15.	General Provisions: 

 a) Compliance
Regulations. All certificates for Shares delivered under this Plan pursuant to any Option or Unit shall be subject to such stock-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Board may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions. The Company shall not be required to issue or deliver any Shares under the Plan prior to the completion of any registration or qualification of such Shares under any federal or state law, or under any
ruling or regulations of any governmental body or national securities exchange that the Board in its sole discretion shall deem to be necessary or appropriate. 
 b) Other Plans. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required by applicable law
or the rules of any stock exchange on which the Common Stock is then listed; and such arrangements may be either generally applicable or applicable only in specific cases. 
 c) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law. 
 d) Conformity With Law. If any provision of this Plan
is or becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or any Option or Unit under any law deemed applicable by the Board, such provision shall be construed or deemed amended in such
jurisdiction to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full
force and effect. 
 e) Insufficient Shares. In the event there are insufficient Shares remaining to satisfy all of the grants of
Options or Units made on the same day, such Options or Units shall be reduced pro-rata. 
 f) Section 409A of the Code. The Plan
is intended to comply in form and operation with the requirements of section 409A of the Code and applicable regulations and other guidance of general applicability issued thereunder (“Section 409A”). It is the intention of the Company
that the amounts deferred pursuant to this Plan shall not be included in the gross income of the Eligible Directors or their Beneficiaries until such time as the deferred amounts are distributed from the Plan. At all times, this Plan shall be
interpreted and operated (i) in accordance with the requirements of Section 409A, unless an exemption from Section 409A is available and applicable, and (ii) to maintain the exemption from Section 409A of awards designed to
meet the short-term deferral exception under Section 409A, and (iii) to preserve the status of deferrals made prior to the effective date of Section 409A as exempt from Section 409A (i.e., to preserve the grandfathered status of
Awards that were vested as of, and not modified after, December 31, 2004). To the extent any Award is subject to and not exempt from the requirements of Section 409A, any reference to the Eligible Director’s termination of service
shall mean the Eligible Director’s “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary in this Plan, if, at the time of a director’s termination of service, such
director has an account in this Plan and is determined to be a “specified employee” under Section 409A, any payment due to the director on account of his or her “separation from service” may not be made before the date that
is six months after the date of separation from service (or, if earlier, the date of death of the director), except as may be otherwise permitted pursuant to Section 409A. 
  

	16.	Effective Date, Prior Amendments and Termination:  

 The effective date of this amendment of the Plan is July 29, 2009. The Plan’s original effective date, as approved by the Board and ratified by the stockholders on October 30, 1990, was August 9, 1990. The Plan was
thereafter amended (and restated) by the Board on August 10, 1995, with the same ratified by the stockholders on October 23, 1995; was restated under its current title (and ratified by the stockholders) on October 20, 1997; and was
thereafter amended effective on April 26, 2001, October 22, 2001, June 29, 2006, and April 24, 2007, with a ratification of the June 26, 2006 amendment (which increased the number of available Shares under the
Plan) by the Company’s stockholders on October 16, 2006; and was thereafter amended (and restated) by the Board effective on April 21, 2009; and was thereafter amended effective on June 23, 2009. The Plan will terminate upon the
date on which all outstanding Options have expired or terminated, and all outstanding Units have been paid or otherwise provided for. 
  

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