2009 Equity Incentive Plan of Tech Data Corporation



 Exhibit 10-BBe 
 2009 EQUITY INCENTIVE PLAN 
 OF TECH DATA CORPORATION 
 EFFECTIVE JUNE 10, 2009 







 2009 EQUITY INCENTIVE PLAN 
 OF TECH DATA CORPORATION 
  

	1.	PURPOSE 

 Tech Data Corporation (the
“Company”) has established the 2009 Equity Incentive Plan of Tech Data Corporation (the “Plan”) to promote the growth and profitability of the Company by strengthening its ability to attract and retain selected executive
officers, employees and members of the Company’s Board, to reward and motivate selected executive officers, employees and members of the Company’s Board to achieve business objectives established to promote the long-term growth,
profitability and success of the Company, and to better align the interests of selected executive officers, employees and members of the Company’s Board with the Company’s shareholders by encouraging ownership of the Common Stock of the
Company. The Plan authorizes the grant of stock and cash incentive compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. 
  

	2.	DEFINITIONS 

 For the purposes of the Plan,
the following terms shall have the following meanings: 
 “ADJUSTED NET INCOME” means, with respect to any fiscal year of the
Company, the amount reported as “Net Income” in the audited Consolidated Statement of Income of the Company and Subsidiaries for such year (as set forth in the Company’s Annual Report to Shareholders for such year), adjusted to
exclude any of the following items: (i) extraordinary items (as described in Accounting Principles Board Opinion No. 30); (ii) gains or losses on the disposition of discontinued operations; (iii) the cumulative effects of changes
in accounting principles; and (iv) any applicable adjustments for calculating net income per diluted share in accordance with generally accepted accounting principles. 
 “AGGREGATE SHARE LIMIT” means the maximum number of shares of Common Stock issuable under the Plan and set forth in Section 4 of the Plan.

 “ANNUAL NET INCOME PER DILUTED SHARE” means, with respect to a fiscal year of the Company in respect of which a determination
thereof is being or to be made, the Adjusted Net Income for such year divided by the applicable weighted average number of diluted shares of Common Stock outstanding during such year. 
 “AWARD” means a Stock Option, SAR, Restricted Stock, Restricted Stock Unit, Performance Award or Other-Stock-Based Award granted pursuant to
the Plan. 
 “AWARD AGREEMENT” means any written or electronic agreement, contract or other instrument or document evidencing an
Award which may, but need not, be executed or acknowledged by the Company and/or a Participant. 
 “BENEFICIAL OWNER” means a
“beneficial owner” within the meaning of Rule 13d-3 under the Exchange Act. 
 “BOARD” means the Board of Directors of
the Company. 
 “CODE” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor
statute thereto, together with the published rulings, regulations and interpretations duly promulgated thereunder. 
 “COMMITTEE”
means the Compensation Committee of the Board, or such other persons or committee to which the Board has delegated any authority, as may be appropriate and permitted under the Plan and applicable law. A person may serve on the Committee only if he
or she is (i) a “non-employee director” within the meaning of Rule 16(b)-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code. 
  

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 “COMMON STOCK” means the common stock, par value of $.0015, of the Company, or any security
issued by the Company in substitution or exchange therefor or in lieu thereof. 
 “COMPANY” means Tech Data Corporation, a Florida
corporation and subsidiaries, or any successor corporation. 
 “COVERED EMPLOYEE” means any person who is a “covered
employee” within the meaning of Section 162(m) of the Code. 
 “CUMULATIVE NET INCOME” means, in respect of any
Performance Period, the aggregate cumulative amount of the Adjusted Net Income for the fiscal years of the Company during such Performance Period. 
 “CUMULATIVE NET INCOME PER DILUTED SHARE” means, in respect of any Performance Period, the aggregate cumulative amount of the Annual Net Income Per Diluted Share for the fiscal years of the Company during such Performance Period.

 “DIRECTOR” means a member of the Board. 
 “DISABILITY” means: (i) for a Participant granted an Incentive Stock Option, a physical or mental condition that qualifies as a “disability” within the meaning of Section 22(e)(3) of the
Code; (ii) for a Participant granted an Award other than Incentive Stock Options and employed in the United States, a physical or mental condition that qualifies as a “disability” under the U.S. long-term disability plan of the
Company (irrespective of whether the Participant is eligible to participate in such plan) and which prevents such Participant from being in the full-time active employment of the Company for the entire period of 180 days immediately preceding
termination of employment; and (iii) for a Participant granted an Award and employed outside of the United States, a physical or mental condition that qualifies as a long-term disability as determined under local law. 
 “DIVIDEND EQUIVALENT” means, in respect of a Restricted Stock Unit, a Performance Award or an Other Stock-Based Award, an amount equal to the
cash dividend on one share of Common Stock payable on a dividend payment date. 
 “EMPLOYEE” means any individual, including any
Executive Officer of the Company, who is on the active payroll of the Company or a Subsidiary at the relevant time or as may be determined under local law. 
 “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended and in effect from time to time, including all rules and regulations promulgated thereunder. 
 “EXECUTIVE OFFICER” means, at any time, an individual who is an Executive Officer of the Company within the meaning of Exchange Act Rule 3b-7
or who is an officer of the Company within the meaning of Exchange Act Rule 16a-1(f). 
 “FAIR MARKET VALUE” means, in respect of
any date on or as of which a determination thereof is being or to be made, the closing sales price of a share of the Common Stock reported on such date on The NASDAQ Stock Market or, if the Common Stock was not traded on such date, on the preceding
day on which sales of shares of the Common Stock were reported on The NASDAQ Stock Market, or if shares of Common Stock are not then listed on The NASDAQ Stock Market, the fair market value of a share of Common Stock on such date as determined in
good faith by the Committee. 
 “GROUP” means two or more persons acting as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of securities of an issuer within the meaning of Section 13(d) and 14(d) under the Exchange Act. 
 “INCENTIVE STOCK OPTION” means any Stock Option to purchase shares of Common Stock granted pursuant to Section 7 of the Plan that is intended to be and is specifically designated as an “incentive
stock option” within the meaning of Section 422A of the Code. 
  

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 “NON-QUALIFIED STOCK OPTION” means any Stock Option to purchase shares of Common Stock granted
pursuant to Section 7 of the Plan that is not an Incentive Stock Option. 
 “OUTSIDE DIRECTOR” means a Director who is not an
Employee. 
 “OTHER STOCK-BASED AWARDS” means a grant made pursuant to Section 11 of the Plan. 
 “PARTICIPANT” means an Employee or Outside Director to whom an Award has been granted under the Plan. 
 “PERFORMANCE AWARD” means a grant made pursuant to Section 10 of the Plan, the amount and settlement of which is contingent on the
achievement of specific Performance Goals during a Performance Period, determined using a specific Performance Measure, all as specified in the related Award Agreement. Performance Awards may be granted in the form of Stock Options, SARs, Restricted
Stock, Restricted Stock Units, and/or Other Stock-Based Awards. 
 “PERFORMANCE GOALS” mean, with respect to a Performance Award,
one or more targets, goals or levels of attainment selected by the Committee required to be achieved in terms of the specified Performance Measure during the specified Performance Period. 
 “PERFORMANCE MEASURE” means, with respect to a Performance Award, one or more of the criteria identified at Section 10(c) of the Plan
selected by the Committee for the purpose of establishing, and measuring attainment of, Performance Goals for a Performance Period in respect of such grant, as provided in the related Award Agreement. For purposes of clarity, the Committee may
establish a Performance Measure on a regional or jurisdictional basis, Subsidiary by Subsidiary basis, product-line basis, consolidated Company basis, or any other manner that it determines appropriate in its sole discretion. 
 “PERFORMANCE PERIOD” means, with respect to a Performance Award, the one or more periods of time, which may be of varying and overlapping
durations, as the Committee may select during which the attainment of one or more Performance Goals will be measured. 
 “PERSON”
means a “person” within the meaning of Section 13(d) and 14(d) under the Exchange Act. 
 “PLAN” means this 2009
Equity Incentive Plan of the Company, as may be amended from time to time. 
 “RESTRICTED PERIOD” means the period during which
shares of Common Stock issued to a Participant pursuant to an Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, for such period, beginning on the
date on which the Award is granted. 
 “RESTRICTED STOCK” means shares of Common Stock issued pursuant to Section 9 of the
Plan with a restriction on transferability, risk of forfeiture and such other restrictions as the Committee, in its sole discretion may impose, which restrictions generally will expire on a specified date, upon the occurrence of a specified event
and/or on an accelerated basis under certain circumstances, as specified in this Plan and set forth in the related Award Agreement. 
 “RESTRICTED STOCK UNIT” means an unsecured and unfunded promise to deliver shares of Common Stock in the future pursuant to Section 9 of the Plan, the terms and conditions of which shall be specified in the related Award
Agreement. 
 “SAR” means a stock appreciation right granted pursuant to Section 8 of the Plan, which entitles a Participant
to receive, in the form of a cash payment or shares of Common Stock (as specified by the Committee), an amount equal to the excess of the Fair Market Value of a specified number of shares of Common Stock at the date of exercise over an exercise
price established by the Committee on the date of grant. 
  

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 “SEC” means the United States Securities and Exchange Commission or any successor thereto.

 “STOCK OPTION” means an Incentive Stock Option and/or a Non-Qualified Stock Option. 
 “SUBSIDIARY” means any corporation or entity in which the Company directly or indirectly owns or controls 50% or more of the equity securities
issued by such corporation or entity having the power to vote for the election of directors. 
  

	3.	EFFECTIVE DATE AND TERM 

 (a) EFFECTIVE DATE.
The Plan shall be effective on June 10, 2009, subject to the approval by the shareholders of the Company at the 2009 annual meeting of shareholders or any adjournments thereof. 
 (b) TERM. The Plan shall remain in effect until June 10, 2019, unless sooner terminated by the Board. Notwithstanding the foregoing, upon
termination of the Plan, all Awards outstanding under the Plan will continue to have full force and effect in accordance with the terms and conditions of the Award Agreements evidencing such Awards. 
  

	4.	SHARES OF COMMON STOCK SUBJECT TO PLAN 

 (a)
MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN. The Aggregate Share Limit, subject to adjustment as provided in Section 4(b) of the Plan, shall be four million shares (4,000,000). The number of shares of Common Stock to which an
Award relates shall be counted against the Aggregated Share Limit at the time of the grant of the Award. If any Award under the Plan is cancelled by mutual consent or terminates, expires or is forfeited for any reason without having been exercised
or settled in full, or if shares of Common Stock pursuant to an Award are forfeited pursuant to the restrictions applicable to the Award, or if an Award is settled in the form of cash, cash equivalents or other property other than shares of Common
Stock, the number of shares subject thereto shall again be available for purposes of the Plan. Notwithstanding the foregoing, the following shares of Common Stock shall not become available for purposes of the Plan: 
 (i) shares of Common Stock previously owned or acquired by the Participant that are delivered to the Company, or withheld from settlement of an Award, to
pay the exercise price; 
 (ii) shares of Common Stock that are delivered or withheld for purposes of satisfying an income tax or social
insurance contribution withholding obligation; or 
 (iii) shares of Common Stock reserved for issuance upon the grant of an SAR that exceed
the number of shares actually issued upon exercise. 
 The shares of Common Stock which may be issued under the Plan may be authorized and unissued shares or
issued shares which have been reacquired by the Company. No fractional shares of Common Stock shall be issued under the Plan. 
 (b)
ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of any change in the capital structure, capitalization or Common Stock of the Company such as a stock dividend, stock split, recapitalization, merger, consolidation, split-up, combination
or exchange of shares or other form of reorganization, or any other change affecting the Common Stock, such proportionate adjustments, if any, as the Board in its discretion may deem appropriate to reflect such change shall be made with respect to:
(i) the Aggregate Share Limit and any other share limitations provided under the Plan; (ii) the number of shares of Common Stock subject to any outstanding or other Award made to any individual Participant under the Plan; (iii) the
per share exercise price in respect of any outstanding Stock Options; (iv) the number of shares of Common Stock and the number of Restricted Stock Units or the value of such Restricted Stock Units, as the case may be, which are the subject of
other Awards then outstanding under the Plan; and (v) any other term or condition of any grant affected by any such change; provided however 

  

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that such adjustments be made in accordance with the rules and regulations of Section 409A of the Code and provided further that no such adjustment
shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code and with respect to any Award no such adjustment shall be authorized to the extent that such authority would be inconsistent
with the Plan’s meeting the requirements of Section 162(m) of the Code. Notwithstanding the foregoing, any adjustments made pursuant to this section that are considered “deferred compensation” under Section 409A of the Code
shall be made in compliance with the requirements of Section 409A of the Code and any adjustments that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such manner as to ensure that
after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code. 
 (c) NO REPRICINGS OR EXCHANGES WITHOUT SHAREHOLDER APPROVAL. Except in connection with a corporate transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the Committee shall neither lower the exercise price of a
Stock Option or an SAR, nor grant any Award or provide cash in replacement of a cancelled Stock Option or SAR that had been granted at a higher exercise price, without the prior approval of the Company’s shareholders. 
  

	5.	ADMINISTRATION 

 (a) THE COMMITTEE. The Plan
shall be administered by the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business and the acts of a majority of the members present at any meeting at which a quorum is present shall be the
acts of the Committee. Any one or more members of the Committee may participate in a meeting by conference telephone or similar means where all persons participating in the meeting can hear and speak to each other, which participation shall
constitute presence in person at such meeting. Action approved in writing by a majority of the members of the Committee then serving shall be fully as effective as if the action had been taken by unanimous vote at a meeting duly called and held. The
Company shall make grants and effect Awards under the Plan in accordance with the terms and conditions specified by the Committee, which terms and conditions shall be set forth in Award Agreements and/or other instruments in such forms as the
Committee shall approve. 
 (b) COMMITTEE POWERS. The Committee shall have full power and authority to operate and administer the Plan in
accordance with its terms. The powers of the Committee include, but are not limited to: 
 (i) select Participants from among Employees;

 (ii) establish guidelines, criteria and overall numbers of and limits of Awards; 
 (iii) establish the types of, and the terms and conditions of, all Awards made under the Plan, subject to any applicable limitations set forth in, and
consistent with the express terms of, the Plan; 
 (iv) make grants, conditionally or unconditionally, and pay or otherwise effect Awards
subject to, and consistent with, the express provisions of the Plan; 
 (v) establish Performance Goals, Performance Measures and Performance
Periods, subject to, and consistent with, the express provisions of the Plan; 
 (vi) reduce the amount of any Award; 
 (vii) prescribe the form(s) of Award Agreements and other instruments evidencing Awards under the Plan; 
 (viii) pay and to defer payment of Awards on such terms and conditions, not inconsistent with the express terms of the Plan, as the Committee shall
determine; 
 (ix) direct the Company to make conversions, accruals and payments pursuant to the Plan; 
 (x) determine whether, to what extent and under what circumstances an Award may be settled, cancelled, forfeited, accelerated, exchanged, deferred (in
accordance with the requirements of Section 409A of the Code) or surrendered; 
  

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 (xi) construe and interpret the Plan and make any determination of fact incident to the operation of the
Plan; 
 (xii) promulgate, amend and rescind rules and regulations relating to the implementation, operation and administration of the Plan;

 (xiii) accelerate the date on which any Award may be exercised and may accelerate the vesting of any shares of Common Stock subject to any
Award or previously acquired shares by the exercise of any Stock Option subject to restriction of plan and in compliance with 409A); 
 (xiv)
delegate responsibility for Plan operation, management and administration on such terms consistent with the Plan, as the Committee may establish; 
 (xv) delegate to other persons the responsibility for prescribing the form(s) of Award Agreements and other instruments evidencing Awards under the Plan; 
 (xvi) engage the services of persons and firms, including banks, consultants, insurance companies and broker-dealers in furtherance of the Plan’s activities; and 
 (xvii) make all other determinations and take all other actions as the Committee may deem necessary or advisable for the administration and operation of
the Plan. 
 The Committee may, in its sole discretion, delegate to one or more Executive Officers the power to select Participants from among the Employees
provided that at the time of such grant no recipient of such grants shall be an Executive Officer. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award granted thereunder in the
manner and to the extent that it shall deem necessary or advisable to carry the Plan into effect and shall be the sole and final judge of such necessity or advisability. 
 (c) BINDING ACTION. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan, and of any Award Agreement, shall be final,
conclusive and binding upon all Participants, and all persons claiming through Participants, affected thereby. No Committee member or delegate thereof shall be liable for any action taken or determination made, or which the Committee member or
delegate fails to take or make, in good faith with respect to the Plan or any Awards granted thereunder. 
 (d) ADMINISTRATIVE ACCOUNTS. For
the purpose of accounting for Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Awards or Other Stock-Based Awards where settlement is deferred into the future, the Company shall establish bookkeeping accounts evidencing the
shares of Common Stock underlying such Awards and bearing the name of each Participant receiving such Awards. Each account shall be unsecured and unfunded, unless otherwise determined by the Committee in accordance with the terms of the Plan.

 (e) CERTIFICATIONS. In respect of each grant under the Plan to a Covered Employee which the Committee intends to be
“performance-based compensation” under Section 162(m) of the Code, the Plan and the related Award Agreement shall be construed to confirm such intent, and to conform to the requirements of Section 162(m) of the Code, and the
Committee shall certify in writing (which writing may include approved minutes of a meeting of the Committee) that the applicable Performance Goal(s), determined using the Performance Measure specified in the related Award Agreement, was attained
during the relevant Performance Period at a level that equaled or exceeded the level required for the payment of such Award in the amount proposed to be paid and that such Award does not exceed any applicable Plan limitation. 
 (f) AWARDS TO EMPLOYEES OUTSIDE OF THE UNITED STATES. The Committee may grant Awards to Employees who reside in countries outside of the United States.
Notwithstanding anything in the Plan to the contrary, the Committee may, in its sole discretion: 
 (i) amend or vary the terms of the Plan in
order to conform such terms with the requirements of each country where a Subsidiary is located; 
 (ii) amend or vary the terms of the Plan
in each country where a Subsidiary is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social insurance contributions for Participants and/or the Subsidiary; or 
  

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 (iii) amend or vary the terms of the Plan in a country where the Subsidiary is located as it considers
necessary or desirable to meet the goals and objectives of the Plan. 
 The Committee may, where it deems appropriate in its sole discretion, establish one
or more sub-plans of the Plan for these purposes. The Committee may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan in such jurisdictions. The terms and conditions contained herein which
are subject to variation in a country shall be reflected in a written attachment to the Plan for each Subsidiary in such country. To the extent permitted under applicable law, the Committee may delegate its authority and responsibilities hereunder
to one or more Executive Officers of the Company. 
  

	6.	GRANT OF AWARDS 

 (a) AWARDS TO EMPLOYEES.
The Committee may, in its sole discretion, grant Awards to any Employee under the Plan and to establish the terms and conditions applicable to such Awards. 
 (b) AWARDS TO OUTSIDE DIRECTORS. The Board (in lieu of the Committee) may, in its sole discretion, grant Awards under the Plan to Outside Directors, and to establish the terms and conditions applicable to such Awards.
All references in this Plan to the Committee, insofar as they relate to Awards to Outside Directors, shall be deemed references to the Board. The Board shall be responsible for administering and construing such Awards in substantially the same
manner that the Committee administers and construes Awards to Employees. 
  

	7.	STOCK OPTIONS 

 (a) IN GENERAL. The Committee
may grant Stock Options under the Plan, which may be Incentive Stock Options or Non-Qualified Stock Options. All Stock Options shall be subject to the terms and conditions of the Plan and shall contain such additional terms and conditions, not
inconsistent with the express provisions of the Plan, as the Committee or designated Executive Officers shall determine in accordance with personnel policies developed by the Company. Stock Options may be granted in addition to, or in tandem with or
independent of other Awards under the Plan. 
 (b) ELIGIBILITY AND LIMITATIONS. An Employee may be granted an Incentive Stock Option or a
Non-Qualified Stock Option under the Plan. An Outside Director may be granted a Non-Qualified Stock Option under the Plan. The Committee shall determine, in its discretion, the Employees and Outside Directors to whom Stock Options will be granted,
the timing of such grants, and the number of shares of Common Stock subject to each Stock Option granted; provided (i) the maximum number of shares of Common Stock in respect of which Stock Options may be granted to any individual Employee
during any fiscal year shall be three-hundred thousand shares (300,000), and (ii) in respect of Incentive Stock Options, the aggregate Fair Market Value, determined as of the date the Incentive Stock Option is granted, of the shares of Common
Stock with respect to which an Incentive Stock Option becomes exercisable for the first time by a Participant during any calendar year shall not exceed $100,000, or such other limit as may be required under the Code, except that, if authorized by
the Committee and provided for in the related Award Agreement, any portion of an Incentive Stock Option that cannot be exercised as such because of this limitation may be converted into and exercised as a Non-Qualified Stock Option. 
 (c) EXERCISE PRICE. The per share exercise price of each Stock Option granted under the Plan shall be determined by the Committee at the time of grant,
but in no event shall the per share exercise price of any Stock Option be less than 100% of the Fair Market Value of the Common Stock on the date of the grant of such Stock Option. 
 (d) TERM. The term of each Stock Option shall be fixed by the Committee; provided, the term of an Incentive Stock Option shall not exceed ten years from
the date of grant. 
 (e) EXERCISABILITY. A Stock Option shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Committee at the date of grant; provided, however, 

  

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that no Stock Option shall be exercisable during the first year after the date such Stock Option is granted. No Stock Option may be exercised unless the
holder thereof is at the time of such exercise an Employee or Outside Director and has been continuously an Employee or Outside Director since the date such Stock Option was granted, except that the Committee or designated Executive Officers may
permit the exercise of any Stock Option for any period following the Participant’s termination of employment or directorship not in excess of the original term of the Stock Option on such terms and conditions as it shall deem appropriate and
specified in the related Award Agreement. 
 (f) METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in part, by giving notice
of exercise to the Company, in such form(s) as may be established by the Committee, specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the exercise price, plus any required
withholding taxes, by any combination of the following methods of exercise as may be permitted by the Committee in its sole discretion and specified in the Participant’s Award Agreement: 
 (i) cash; 
 (ii) by surrender to the Company
(either by actual delivery or attestation to the ownership) of shares of Common Stock with an aggregate Fair Market Value on the date of exercise that is equal to or less than the aggregate exercise price and payment of cash to the extent of any
remaining balance of the aggregate exercise price; 
 (iii) by a net exercise arrangement pursuant to which the Company will reduce the number
of shares of Common Stock issued upon exercise by the largest whole number of shares of Common Stock with an aggregate Fair Market Value on the date of exercise that is equal to or less than the aggregate exercise price and will receive cash from
the Participant to the extent of any remaining balance of the aggregate exercise price; or 
 (iv) by delivery of irrevocable instructions to
a broker designated by the Committee to deliver promptly to the Company an amount equal to the aggregate exercise price for the shares of Common Stock being purchased, along with any applicable tax withholdings, subject to applicable law
(“broker-assisted exercise”). 
 For the sake of clarity, the Committee shall have the discretionary authority to grant Stock Options that do not
entitle a Participant to use all of the foregoing methods of exercise, and the Committee shall have the discretionary authority to limit a Participant to a particular method of exercise. 
 (g) LIMITATION ON MAXIMUM VALUE. Notwithstanding the foregoing, the Committee may establish, at the date of grant, terms and conditions regarding any
Stock Option that limit the maximum value that a Participant may realize upon the exercise of such Stock Option as determined by reference to shares of Common Stock, based on the Fair Market Value on the date of exercise. 
  

	8.	STOCK APPRECIATION RIGHTS 

 (a) IN GENERAL.
The Committee may grant SARs under the Plan. All SARs shall be subject to the terms and conditions of the Plan and shall contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee or
designated Executive Officers shall determine in accordance with personnel policies developed by the Company. SARs may be granted in addition to, or in tandem with or independent of or other Awards under the Plan. 
 (b) ELIGIBILITY AND LIMITATIONS. Any Employee or an Outside Director may be granted SARs. The Committee shall determine, in its discretion, the Employees
and Outside Directors to whom SARs will be granted, the timing of such grants, and the number of shares of Common Stock subject to each SAR granted; provided, the maximum number of shares of Common Stock in respect of which SARs may be granted to
any individual Employee during any fiscal year shall be three-hundred thousand shares (300,000). 
 (c) EXERCISE PRICE. The per share
exercise price of each SAR granted under the Plan shall be determined by the Committee prior to or at the time of grant, but in no event shall the per share exercise price of any SAR be less than 100% of the Fair Market Value of the Common Stock on
the date of the grant of such SAR. 
  

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 (d) TERM. The term of each SAR shall be fixed by the Committee. 
 (e) EXERCISABILITY. An SAR shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at
the date of grant; provided, however, that no SAR shall be exercisable during the first year after the date of grant. No SAR may be exercised unless the holder thereof is at the time of such exercise an Employee or Outside Director and has been
continuously an Employee or Outside Director since the date such SAR was granted, except that the Committee or designated Executive Officers may permit the exercise of any SAR for any period following the Participant’s termination of employment
or directorship not in excess of the original term of the SAR on such terms and conditions as it shall deem appropriate and specified in the related Award Agreement. 
 (f) FORM OF SETTLEMENT. An SAR may be settled in the form of shares of Common Stock or in cash, as may be established by the Committee in its discretion and specified in the related Award Agreement. 
 (g) LIMITATION ON MAXIMUM VALUE. Notwithstanding the foregoing, the Committee may establish, at the date of grant, terms and conditions regarding any SAR
that limit the maximum value that a Participant may realize upon the exercise of such SAR. 
  

	9.	RESTRICTED STOCK AND RESTRICTED STOCK UNITS 

 (a) IN GENERAL. The Committee may grant Restricted Stock and Restricted Stock Units under the Plan. All grants of Restricted Stock and Restricted Stock Units shall be subject to the terms and conditions of the Plan and shall contain such
additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee or designated Executive Officers shall determine in accordance with personnel policies developed by the Company. Restricted Stock and
Restricted Stock Units may be granted in addition to, or in tandem with or independent of other Awards under the Plan. 
 (b) ELIGIBILITY AND
LIMITATIONS. Any Employee or an Outside Director may be granted Restricted Stock and/or Restricted Stock Units under the Plan. The Committee, in its sole discretion, shall determine whether a Restricted Stock Grant and/or Restricted Stock Unit Grant
shall be made, the Employee or Outside Director to receive such grant, and the conditions and restrictions imposed on such grant; provided, the maximum number of shares of Common Stock which may be issued to any individual Employee as Restricted
Stock and via Restricted Stock Units during any fiscal year shall not exceed seventy-five thousand shares (75,000), and the maximum value of shares of Common Stock any individual Employee or Outside Director may receive as Restricted Stock and via
Restricted Stock Units in any fiscal year shall not exceed two and one-half million dollars ($2,500,000), determined using the Fair Market Value of the shares of Restricted Stock and/or the shares of Common Stock underling the Restricted Stock Units
as of the date of the grant thereof. 
 (c) RESTRICTIONS FOR RESTRICTED STOCK. Shares of Restricted Stock issued to a Participant may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, for the Restricted Period beginning on the date on which the Award is granted. The Committee may also impose such
other restrictions, limitations and conditions on the shares or the release of the restrictions thereon as it deems appropriate. In determining the Restricted Period of an Award, the Committee may provide that the foregoing restrictions shall lapse
with respect to specified percentages of the awarded shares on specified dates following the grant date of such Award or all at once. The Restricted Period applicable to Restricted Stock granted to Employees or Outside Directors shall, in the case
of a time-based restriction, be not less than one (1) year, with no more frequent than ratable vesting over such period. 
 (d)
RESTRICTIONS FOR RESTRICTED STOCK UNITS. The Restricted Period applicable to Restricted Stock Units granted to Employees shall, in the case of a time-based restriction, be not less than one (1) year, with no more frequent than ratable vesting
over such period. The Committee may also impose 

  

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such other restrictions, limitations and conditions on the Restricted Stock Units or the release of the restrictions thereon as it deems appropriate. In
determining the Restricted Period of an Award, the Committee may provide that the foregoing restrictions shall lapse with respect to specified percentages of the Restricted Stock Units on specified dates following the grant date of such Award or all
at once. 
 (e) SETTLEMENT. Upon lapse of the Restricted Period and if all conditions have been satisfied and any applicable Performance
Goals attained, the shares of Restricted Stock shall become freely-transferable and non-forfeitable, and the shares of Common Stock underlying a Restricted Stock Unit will be made available to the Participant, subject to satisfaction of applicable
withholding tax requirements; provided, that the Committee may, in its discretion, require (i) the further deferral of any Restricted Stock or shares of Common Stock underlying a Restricted Stock Unit beyond the initially specified Restricted
Period subject to the conditions set forth in Section 12, (ii) that the Restricted Stock be retained by the Company, and (iii) that the Participant receive a cash payment in lieu of unrestricted shares of Common Stock. 
 (f) RIGHTS AS A SHAREHOLDER. Except as otherwise provided in an Award Agreement, a Participant shall have, with respect to shares of Restricted Stock,
all of the rights of a shareholder of the Company, including the right to vote the shares and receive any cash dividends paid thereon. Stock dividends distributed with respect to shares of Restricted Stock shall be treated as additional shares under
the Restricted Stock grant and shall be subject to the restrictions and other terms and conditions set forth therein. A Participant holding a Restricted Stock Unit shall not have any rights of a shareholder of the Company until such time as the
shares of Common Stock underlying the Restricted Stock Unit grant are delivered to Participant. The Committee has discretion to determine whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to
receive dividend equivalents (in the form of cash, Common Stock or other property) corresponding to the dividends payable on the shares of Common Stock underlying the Restricted Stock Unit. 
  

	10.	PERFORMANCE AWARDS 

 (a) ELIGIBILITY AND
TERMS. The Committee may grant, to Employees, Awards under the Plan, including Stock Options, SARs, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards, which may be earned in whole or in part upon the attainment of Performance
Goals established by the Committee (“Performance Awards”). Outside Directors may not receive Performance Awards under the Plan. Performance Awards may be settled in shares of Common Stock or in cash, as the Committee may establish in its
sole discretion, and shall contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee or designated Executive Officers shall determine in accordance with personnel policies developed by
the Company. The Committee shall, in its sole discretion, determine the Employees eligible to receive Performance Awards. At the time each Performance Award is granted, the Committee shall establish the Performance Period, the Performance Measure
and the Performance Goals in respect of such Performance Awards. Performance Awards may be made alone, in addition to, in tandem with, or independent of other Awards under the Plan. 
 (b) LIMITATIONS. The maximum number of shares of Common Stock which may be the subject of Performance Awards made to any individual Employee in respect
of any Performance Period or during any fiscal year shall be seventy-five thousand shares (75,000). The maximum value any individual Employee may receive during any fiscal year as Performance Awards shall not exceed two and one-half million dollars
($2,500,000), determined using the Fair Market Value of such Performance Awards as of the last day of the applicable Performance Period(s) or as of the date(s) of the payment thereof, whichever is higher. 
 (c) PERFORMANCE GOALS, PERFORMANCE MEASURES AND PERFORMANCE PERIODS. Each Performance Award shall provide that, in order for a Participant to receive all
or a portion of the shares of Common Stock subject to such Performance Award, the Company must achieve certain Performance Goals over a designated Performance Period having a minimum duration of one year, with attainment of the Performance Goals
determined using specific Performance Measures. The Performance Goals and Performance Period shall be established by the Committee in its sole discretion. The Committee shall establish Performance Measures for each Performance Period for determining
the portion of the Performance Award which will be earned or forfeited based on the extent to which the Performance Goals 

  

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are achieved or exceeded. In establishing Performance Goals, the Committee may use Performance Measures based on any one, or on any combination, of the
following Company performance factors as the Committee deems appropriate: 
 (i) cumulative net income per diluted share; 
 (ii) cumulative net income; 
 (iii) return on
sales; 
 (iv) total shareholder return; 
 (v) return on assets; 
 (vi) economic value added; 
 (vii) cash flow; 
 (viii) return on equity; 
 (ix) return on capital employed; 
 (x)
cumulative operating income (which shall equal consolidated sales minus cost of goods sold and selling, general and administrative expense); and 
 (xi) achievement of explicit strategic objectives or milestones. 
 Performance Goals may include minimum, maximum and target levels of performance,
with the size of Performance Award based on the level attained. Once established by the Committee and specified in the Award Agreement, and if and to the extent provided in or required by the Award Agreement, the Performance Goals and the
Performance Measure in respect of any Performance Award shall not be changed. The Committee may, in its discretion, eliminate or reduce (but not increase) the amount of any Performance Award that otherwise would be payable to a Participant upon
attainment of the Performance Goal(s). 
 (d) CODE SECTION 162(m) PROVISIONS. Notwithstanding any other provision of this Plan, if the
Committee grants a Performance Award to a Participant who is then an Executive Officer of the Company and that such Participant is, or is likely to be as of the end of the tax year in which the Company would ordinarily claim a tax deduction in
connection with such Performance Award, a Covered Employee, the Committee may provide that this provision shall be applicable to such Performance Award. If a Performance Award is subject to this provision, the lapsing of restrictions thereon and the
distribution of cash, shares of Common Stock or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more Performance Goals established by the Committee, which shall be based on the attainment of specified
levels of one or any combination of the Performance Measures set forth above, of the Company or the Subsidiary or region of the Company and may be stated relative to the performance of other corporations. Such Performance Goals shall be set by the
Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code. Notwithstanding any provision of this Plan with respect to any Performance Award that is subject the provisions
hereunder, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Performance Award, and the Committee may not waive the achievement of the applicable Performance Goals except in the case of the death or Disability
of the Participant, or under such other conditions where such waiver will not jeopardize the treatment of other Performance Awards as “performance-based compensation” under Section 162(m) of the Code. The Committee shall have the
power to impose such other restrictions on Awards as it may deem necessary or appropriate to ensure that such Performance Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C)
of the Code. 
  

	11.	OTHER STOCK-BASED AWARDS 

 The Committee may
grant, to Employees, Other Stock-Based Awards that are valued in whole or in part by reference to, or are otherwise based upon shares of Common Stock, either alone or in addition to other Awards granted under this Plan. Other Stock-Based Awards may
be settled in shares of Common Stock, cash or any other form of property, as the Committee shall determine in its sole discretion. Subject 

  

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to this Plan, the Committee shall have sole and complete authority to determine the Employees and Outside Directors to whom and the time or times at which
Other Stock-Based Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Other Stock-Based Awards and all other terms and conditions of Other Stock-Based Awards. Other Stock-Based Awards shall be subject to such
other terms and conditions as the Committee shall deem advisable or appropriate, consistent with this Plan as herein set forth. Unless the Committee determines otherwise to address specific considerations, Other Stock-Based Awards granted to
Employees or Outside Directors shall have a vesting period of not less than one year. 
  

	12.	DEFERRALS 

 The Committee may, whether at the
time of grant or at anytime thereafter prior to payment or settlement of an Award, require a Participant to defer, or permit (subject to such conditions as the Committee may from time to time establish) a Participant to elect to defer, receipt of
all or any portion of any payment of cash or shares of Common Stock that would otherwise be due to such Participant in payment or settlement of any Award under the Plan. If any such deferral is required by the Committee (or is elected by the
Participant with the permission of the Committee), the Committee shall establish rules and procedures for such payment deferrals intended to cause the deferral to be either exempt from or in compliance with the rules and regulations of
Section 409A of the Code. In any event, neither the Committee nor the Board shall have the authority to establish rules or procedures that would cause an Award that is not intended to be subject to Section 409A of the Code on the grant
date to become subject thereto. The Committee may provide for the payment or crediting of interest, at such rate or rates as it shall in its discretion deem appropriate, on such deferred amounts credited in cash and the payment or crediting of
dividend equivalents in respect of deferred amounts credited in common stock equivalents. Deferred amounts may be paid in a lump sum or in installments in the manner and to the extent permitted, and in accordance with rules and procedures
established, by the Committee. For purposes of clarity, an Award to an Outside Director may not be deferred pursuant to the provisions of this Section 12. 
  

	13.	NON-TRANSFERABILITY OF AWARDS 

 Unless the
Committee determines otherwise at the time an Award is granted, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised
during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. An Award and all rights thereunder shall terminate immediately if a Participant
attempts to sell, pledge, assign, hypothecate, transfer or otherwise dispose of an Award or any rights therein to any person except as permitted herein or pursuant to the terms of such Award. Notwithstanding the foregoing, the Committee may, in its
sole discretion and on and subject to such terms and conditions as it shall deem appropriate, which terms and conditions shall be set forth in the related Award Agreement: (i) authorize a Participant to transfer all or a portion of any Award
granted to such Participant; provided, that in no event shall any transfer be made to any person or persons other than such Participant’s spouse, children or grandchildren, or a trust for the exclusive benefit of one or more such persons, which
transfer must be made as a gift and without any consideration; and (ii) provide for the transferability of a particular grant or Award pursuant to a qualified domestic relations order. All other transfers and any re-transfer by any permitted
transferee are prohibited and any such purported transfer shall be null and void. Each Award which becomes the subject of permitted transfer (and the Participant to whom it was granted by the Company) shall continue to be subject to the same terms
and conditions as were in effect immediately prior to such permitted transfer. The Participant shall remain responsible to the Company for the payment of all withholding taxes including but not limited to those incurred as a result of any grant,
vesting or exercise of such Award, as applicable. In no event shall any permitted transfer of an Award create any right in any party in respect of any Award, other than the rights of the qualified transferee in respect of such Award specified in the
related Award Agreement. 
  

	14.	CHANGE IN CONTROL 

 (a) EFFECT ON AWARDS. In
the event of a Change in Control (as defined below) of the Company, except as the Board comprised of a majority of continuing Directors may expressly provide otherwise, and notwithstanding any other provision of the Plan to the contrary:
(i) all Stock Options then 

  

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outstanding shall become fully exercisable as of the date of the Change in Control, whether or not then exercisable; (ii) all restrictions and
conditions in respect of all Restricted Stock and Restricted Stock Unit Grants then outstanding shall be deemed satisfied as of the date of the Change in Control; and (iii) all Performance Awards and Awards shall be deemed to have been fully
earned, at the maximum amount of the award opportunity specified in the Award Agreement, as of the date of the Change in Control. 
 (b)
CHANGE IN CONTROL DEFINED. For purposes of this Section 14 of the Plan, Change in Control means a transaction of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Exchange Act, or any successor provision thereto, whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if: (i) any Person or
Group is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities (other than the Company or any employee benefit
plan of the Company; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the Beneficial Ownership or changes therein, of the Company’s securities by either of the foregoing); (ii) there shall
be consummated (A) any consolidation or merger of the Company in which the Company is not the surviving or continuing corporation or pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other
property, other than a merger of the Company in which the holders of common stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation
immediately after the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than any such transaction with entities
in which the holders of the Company common stock, directly or indirectly, have at least a 65% ownership interest; (iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or
(iv) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), contested election or substantial stock
accumulation, the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board. 
 In the event that a payment or delivery of an Award following a Change in Control would not be a permissible distribution event, within the meaning of
Section 409A(a)(2) of the Code or any regulations or other guidance issued thereunder, then the payment or delivery shall be made on the earlier of (i) the date of payment or delivery originally provided for such benefit; or (ii) the
date of termination of the Participant’s employment or service with the Company or six months after such termination in the case of a “specified employee” within the meaning of Section 409A(a)(2)(B)(i). 
  

	15.	AMENDMENT AND TERMINATION 

 The Board may at
any time terminate the Plan, except with respect to Awards then outstanding. The Board may amend the Plan at any time and from time to time in such respects as the Board may deem necessary or appropriate without approval of the shareholders, unless
such approval is necessary in order to comply with applicable laws, including the Exchange Act, NASDAQ or stock exchange rules on which prices for the Common Stock are quoted at any given time, the Code and the analogous applicable laws of any other
country or jurisdiction where Awards are granted under the Plan. In no event may the Board amend the Plan without the approval of the shareholders to: (i) increase the Aggregate Share Limit; (ii) increase any limitation set forth in the
Plan on the number of shares of Common Stock which may be issued, or the aggregate value of Awards which may be made, issued, or received, in respect of any type of grant to all Participants during the term of the Plan or to any individual
Participant during any specified period; (iii) reduce the minimum exercise price for Stock Options; or (iv) change the Performance Measure criteria identified at Section 10 of the Plan. 
  

	16.	MISCELLANEOUS 

 (a) WITHHOLDING TAXES. All
Awards granted under the Plan will be made subject to any applicable withholding for taxes of any kind. The Company shall have the right to deduct from any amount payable under the Plan, including delivery of shares of Common Stock to be made under
the Plan, all 

  

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federal, state, city, local or foreign taxes of any kind required by law to be withheld with respect to such payment (including social insurance
contributions) and to take such other actions as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If shares of Common Stock are used to satisfy withholding taxes, such shares shall be valued
based on the Fair Market Value thereof on the date when the withholding for taxes is required to be made. The Company shall have the right to require a Participant to pay cash to satisfy withholding taxes as a condition to the payment or settlement
of any amount (whether in cash or shares of Common Stock) under the Plan. 
 (b) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor
the grant of any Award shall confer upon any Employee any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Employee
at any time, with or without cause. 
 (c) UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not be required to segregate any
assets that may at any time be represented by Awards under the Plan. Any liability of the Company to any person with respect to any Award under the Plan shall be based solely upon any contractual obligations that may be effected pursuant to the
Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company. 
 (d) PAYMENTS TO TRUST. The Committee is authorized to cause to be established a trust agreement or several trust agreements where under the Committee may make payments of amounts due or to become due to Participants in the Plan. 

(e) OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of any termination indemnity or severance pay law of any country and shall not be included in, nor have any effect on, the determination of benefits
under any pension or other employee benefit plan or similar arrangement provided by the Company or any Subsidiary, unless (i) expressly so provided by such other plan or arrangement or (ii) the Committee expressly determines that an Award
or a portion thereof should be included as recurring compensation. Nothing contained in the Plan shall prohibit the Company or any Subsidiary from establishing other special awards, incentive compensation plans, compensation programs and other
similar arrangements providing for the payment of performance, incentive or other compensation to Employees. Payments and benefits provided to any Employee under any other plan, including, without limitation, any stock option, stock award,
restricted stock, deferred compensation, savings, retirement or other benefit plan or arrangement, shall be governed solely by the terms of such other plan. 
 (f) REQUIREMENTS OF LAW. The granting of Awards and the issuance of shares of Common Stock or cash payouts under this Plan will be subject to all applicable laws, rules, and regulations, and to such approvals by
governmental agencies or national securities exchanges as may be required. 
 (g) SECURITIES LAW COMPLIANCE. As to any Participant who is, on
the relevant date, an Executive Officer, Director or ten percent Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act or any successor rule. To the extent any provision of this Plan or action by the Committee fails to so comply, it
will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. 
 No Stock Option granted pursuant to this Plan shall be
exercisable in whole or in part, and no shares of Common Stock shall be issued pursuant to an Award, if such exercise or issuance would, in the opinion of counsel for the Company, violate the Securities Act of 1933 (or other federal or state
statutes having similar requirements), as in effect at that time. Each Award shall be subject to the further requirement that, if at any time the Board shall determine in its discretion that the listing or qualification of the shares of Common Stock
subject to such Award under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares of
Common Stock thereunder, such Award may not be exercised and no shares of Common Stock may be issued in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any condition not
acceptable to the Board. 
  

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 (h) CODE SECTION 409A COMPLIANCE. Notwithstanding any provision of the Plan, to the extent that any Award
would be subject to Section 409A of the Code, no such Award may be granted if it would fail to comply with the requirements set forth in Section 409A of the Code. To the extent that the Committee determines that the Plan or any Award is
subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, notwithstanding anything to the contrary contained in the Plan or in any Award Agreement, the Committee reserves the right to amend
or terminate the Plan and/or amend, restructure, terminate, or replace the Award, without the consent of the Grantee, to cause the Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such
section. In addition, for each Award subject to Section 409A of the code, a termination of employment or service with the Company and its Subsidiaries shall be deemed to have occurred under the Plan with respect to such award on the first day
on which an individual has experienced a “separation from service” within the meaning of Section 409A of the Code. 
 (i)
SEVERABILITY. In the event any provision of the Plan shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining provisions of the Plan. 
 (j) TRANSITION—The Plan replaces and supersedes the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation, as amended (the
“Prior Plan”), which shall automatically terminate when the Plan becomes effective; provided, that such termination shall not affect any grants or awards then outstanding under the Prior Plan. 
 (k) GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of the State of Florida. 
 *    *    *    *    * 
  

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