EX-4.6


 Exhibit 4.6 

AMENDED AND RESTATED TEAM HEALTH HOLDINGS, INC. 

2012 EQUITY PARTICIPATION PLAN 

(f/k/a IPC The Hospitalist Company, Inc. 2012 Equity Participation Plan) 

I. INTRODUCTION 
 1.1
Purposes. The purposes of the Amended and Restated Team Health Holdings, Inc. 2012 Equity Participation Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients
of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining officers, other employees, Non-Employee
Directors and independent contractors and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. 

1.2 Certain Definitions. 

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the
recipient of such award. 
 “Award” shall mean an Incentive Stock Option, Non-qualified Stock Option, Performance
Option, Performance Award, Stock Award, or SAR. 
 “Board” shall mean the Board of Directors of the Company. 

“Change in Control” shall mean the occurrence of any one or more of the following: (i) the acquisition by any
Person of voting shares which result in such Person being the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the outstanding voting shares of Common Stock; provided, however, a
Change in Control shall not be deemed to occur solely because more than fifty percent (50%) of the outstanding voting shares of Common Stock is beneficially owned by (A) a trustee or other fiduciary holding securities under one or more
employee benefit plans maintained by the Company or any of its Subsidiaries, or (B) any Person which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in approximately the same proportion
as their ownership of voting shares of Common Stock immediately prior to such acquisition; (ii) a merger, consolidation or other reorganization involving the Company if the stockholders of the Company and their affiliates, immediately before
such merger, consolidation or other reorganization, do not, as a result of such merger, consolidation, or other reorganization, own directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding
voting shares of the entity resulting from such merger, consolidation or other reorganization; (iii) a complete liquidation or dissolution of the Company; or (iv) the sale or other disposition of all or substantially all of the assets of
the Company and its Subsidiaries determined on a consolidated basis. 
 “Code” shall mean the Internal Revenue Code
of 1986, as amended. 
 “Committee” shall mean the Committee designated by the Board or a subcommittee thereof,
consisting of two or more members of the Board, each of whom may be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of
Section 162(m) of the Code and (iii) “independent” within the meaning of the rules of the Nasdaq Stock Market or, if the Common Stock is not listed on the Nasdaq Stock Market, within the meaning of the rules of the principal
stock exchange on which the Common Stock is then traded. 
 “Common Stock” shall mean the common stock, par value
$.01 per share, of the Company, and all rights appurtenant thereto. 
 “Company” shall mean Team Health Holdings,
Inc., a Delaware corporation, or any successor thereto. 
 “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended. 
 “Fair Market Value” shall mean the closing transaction price of a share of Common Stock as
reported on the New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national
stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided,
however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee in good faith and in accordance with
Section 409A of the Code. 

  
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 “Free-Standing SAR” shall mean an SAR which is not granted in tandem
with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common
Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. 

“IHS” shall mean Intrepid Healthcare Services, Inc. (f/k/a IPC Healthcare, Inc.), a Delaware corporation. 

“Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of
Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. 

“Merger Date” shall mean the date upon which the transaction contemplated by the Agreement and Plan of Merger, by and
among Team Health Holdings, Inc., Intrepid Merger Sub, Inc., and IPC Healthcare, Inc., dated as of August 4, 2015, is consummated. 

“Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any
Subsidiary. 
 “Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not an
Incentive Stock Option. 
 “Performance Awards” shall mean a right to receive an amount of cash, shares of Common
Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period. 

“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied
or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the
case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award or Performance Award, to the holder’s receipt of the shares of Common Stock subject to such award or of
payment with respect to such award. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall be one or more of the
following corporate-wide or subsidiary, division, operating unit or individual measures, stated in either absolute terms or relative terms, such as rates of growth or improvement: share price (including growth measures and total stockholder return
or attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time), earnings (either in the aggregate or on a per-share basis), return to stockholders (including dividends), return on assets, return on
investments, return on equity, return on sales, earnings of the Company before or after taxes and/or interest, EBITDA (actual and adjusted and either in the aggregate or on a per-share basis), revenues, market share, cash flow or cost reduction
goals, interest expense after taxes, return on investment capital, economic value created, gross margin, operating margin, net income before or after taxes, pretax earnings before interest, depreciation and amortization, pretax operating earnings
after interest expense and before incentives and/or extraordinary or special items, operating earnings, net cash provided by operations, costs, aggregate product unit and pricing targets, achievement of business or operational goals relating to
business development, achievement of diversity objectives, results of customer or employee satisfaction surveys, debt ratings, debt leverage and debt service, and strategic business criteria, consisting of one or more objectives based on meeting
specified market penetration, geographic business expansion goals, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of
litigation and information technology, quality and quality audit scores, operating and maintenance cost management, employee or provider productivity, number of employees or providers either on a headcount or equivalency basis, efficiency,
objectively identified project milestones, production volume levels, and goals relating to acquisitions or divestitures, achievement of a clinical quality goal, or any combination of the foregoing. The applicable performance measures may be applied
on a pre- or post-tax basis. In the sole discretion of the Committee, but subject to Section 162(m) of the Code, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of
unusual, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. 

“Performance Option” shall mean an Incentive Stock Option or Nonqualified Stock Option, the grant of which or the
exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period. 

  
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 “Performance Period” shall mean any period designated by the Committee
during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect. 

“Person” shall mean any individual, sole proprietorship, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department. 

“Prior Plan” shall mean each and any of the Amended and Restated Team Health Holdings, Inc. 2007 Equity Participation
Plan, the Amended and Restated Team Health Holdings, Inc. 2002 Equity Participation Plan, and the Amended and Restated Team Health Holdings, Inc. 1997 Equity Participation Plan. 

“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in
addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period. 

“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan. 

“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market
Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified
Performance Period. Restricted Stock Units shall include deferred stock units granted to Non-Employee Directors. 
 “Restricted
Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan. 
 “Restriction
Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of,
except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect. 

“SAR” shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR. 

“Stock Award” shall mean a Restricted Stock Award, an Unrestricted Stock Award or a Restricted Stock Unit Award. 

“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in
which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity. 

“Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for,
outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event
shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR. 

“Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a
Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender or cancellation of all or a portion of such option, shares of Common Stock (which may be
Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option,
or portion thereof, which is surrendered. 
 “Tax Date” shall have the meaning set forth in Section 5.5. 

“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a). 

“Unrestricted Stock” shall mean shares of Common Stock which are not subject to any Restriction Period or the
attainment of specified Performance Measures within a specified Performance Period. 
 “Unrestricted Stock Award”
shall mean an award of Unrestricted Stock under this Plan. 

  
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 1.3 Administration. This Plan shall be administered by the Committee. Any one or a
combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options (which may include Performance Options),
(ii) SARs in the form of Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock, Unrestricted Stock or Restricted Stock Units, and (iv) Performance Awards. The Committee shall, subject to the terms of
this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock
Units, and the dollar value subject to such an award, the exercise price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without
limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, subject to the requirements of Section 162(m) of the Code and regulations thereunder in the case of an award
intended to be qualified performance-based compensation, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any
outstanding Restricted Stock or Restricted Stock Units shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding Restricted Stock, Restricted Stock Units or Performance Awards shall lapse and (iv) the
Performance Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof,
establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other
activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties. 
 The
Committee may delegate some or all of its power and authority hereunder to the Board; provided, however, that the Committee may not delegate its power and authority to the Board with regard to the grant of an award to any person who is a
“covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at any time during the period an award hereunder to such employee would be outstanding.

 No member of the Board or Committee shall be liable for any act, omission, interpretation, construction or determination made in
connection with this Plan in good faith, and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising
therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or Bylaws) and under any directors’ and officers’ liability insurance that may be in effect from time
to time. 
 1.4 Eligibility. Participants in this Plan shall consist of (i) such officers, other employees, Non-Employee Directors
and independent contractors currently providing services to IHS as of the Merger Date, and (ii) any officers, other employees, Non-Employee Directors, and independent contractors hired by the Company to provide such services on or after the
Merger Date as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at
any other time. Except as provided otherwise in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee
Director or independent contractor. The Company may determine, in its sole discretion, whether a participant is deemed to be employed during a leave of absence. 

1.5 Shares Available. Subject to adjustments as provided in Section 5.7 and to all other limits set forth in this Section 1.5,
2,100,000 shares of Common Stock shall initially be available for all awards under this Plan (reduced by the number of shares of Common Stock subject to awards granted under the Prior Plan after December 31, 2011, with such reduction equal to
one (1.0) times the number of shares subject to an option or Free-Standing SAR and two (2.0) times the number of shares subject to a Stock Award or Performance Award). No more than 2,100,000 shares of Common Stock in the aggregate may be
issued under the Plan in connection with Incentive Stock Options. To the extent the Company grants an option or a Free-Standing SAR under the Plan, the number of shares of Common Stock that remain available for future grants under the Plan
shall be reduced by an amount equal to one (1.0) times the number of shares subject to such option or Free-Standing SAR. To the extent the Company grants a Stock Award or settles a Performance Award in shares of Common Stock, the number of
shares of Common Stock that remain available for future grants under the Plan shall be reduced by an amount equal to two (2.0) times the number of shares subject to such Stock Award or Performance Award. 

To the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under the Plan or,
after December 31, 2011 under the Prior Plan, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled


  
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upon settlement in shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such
shares of Common Stock shall again be available under this Plan; provided, however, that shares of Common Stock subject to an award under this Plan shall not again be available under this Plan if such shares are (x) shares that were
subject to a stock-settled SAR and were not issued or delivered upon the net settlement of such SAR, (y) shares delivered to or withheld by the Company to pay the exercise price or the withholding taxes related to an outstanding option or SAR
and (z) shares repurchased by the Company on the open market with the proceeds of an option exercise. Shares delivered to or withheld by the Company to pay the withholding taxes for Stock Awards or Performance Awards shall again be available
under this Plan. The number of shares that again become available pursuant to this paragraph shall be equal to (i) one (1.0) share for each share subject to an Option or Free-Standing SAR described herein or under the Prior Plan and
(ii) two (2.0) shares for each share subject to a Stock Award or a Performance Award described herein or under the Prior Plan. 

The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common
Stock subject to Substitute Awards or (ii) available shares under a shareholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate
transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements). 
 Shares of Common
Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof. 

To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations
thereunder (i) the maximum number of shares of Common Stock with respect to which options or SARs, or a combination thereof, may be granted during any fiscal year of the Company to any person shall be 325,000, subject to adjustment as provided
in Section 5.7; (ii) the maximum number of shares of Common Stock with respect to which Stock Awards subject to Performance Measures or Performance Awards denominated in Common Stock that may be earned by any Person for each 12-month
period during a Performance Period shall be 325,000, subject to adjustment as provided in Section 5.7; and (iii) the maximum amount that may be earned by any Person for each 12-month period during a Performance Period with respect to
Performance Awards denominated in cash shall be $3,000,000. 
 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS 

2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible
persons as may be selected by the Committee. Each option, shall be a Nonqualified Stock Option unless the Agreement states that such option is intended to be an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined
as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or
any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options. 

Options may be granted in addition to, or in lieu of, any other compensation payable to officers, other employees, Non-Employee Directors, and
independent contractors, and in all cases shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: 

(a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per
share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the
Fair Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more
than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the
price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option. 
 Notwithstanding the
foregoing, in the case of an option that is a Substitute Award, the exercise price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of:
(a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair
market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant
assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares. 

  
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 (b) Option Period and Exercisability. The period during which an option may be
exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than seven (7) years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten
Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, determine that an option is to be granted as a Performance Option and may establish an applicable Performance
Period and Performance Measures which shall be satisfied or met as a condition to the grant of such option or to the exercisability of all or a portion of such option. The Committee shall determine whether an option shall become exercisable in
cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock. 

(c) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole
shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by
attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (D) a combination of (A) and (B), in each case to the extent set forth in the Agreement relating to the option, (ii) if
applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which
would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the
full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction). 

2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected
by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.  
 SARs
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: 

(a) Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related
to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing
SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the
option for which the SAR is exchanged or substituted). 
 (b) Exercise Period and Exercisability. The period for the exercise
of an SAR shall be determined by the Committee; provided, however, that no SAR shall be exercised later than seven (7) years after its date of grant; provided further, that no Tandem SAR shall be exercised later than the
expiration, cancellation, forfeiture or other termination of the related option. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of
all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a
Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing
such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such
rights of a shareholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of an SAR, the holder of such SAR shall have no rights as a shareholder of the Company with respect to the shares of Common Stock subject to
such SAR. 
 (c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying
the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably
request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. 

  
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 2.3 Termination of Employment or Service. All of the terms relating to the
exercise, cancellation or other disposition of an option or SAR upon a termination of employment or service with the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other
reason, shall be determined by the Committee and set forth in the applicable award Agreement. 
 2.4 No Repricing. Subject to
Section 5.7, the Committee shall not without the approval of the shareholders of the Company, (i) reduce the exercise price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in
exchange for another option or SAR with a lower exercise price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the exercise price of such option or the base price of such SAR exceeds
the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case other than in connection with a Change in Control. 

III. STOCK AWARDS 
 3.1 Stock
Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted
Stock Award, Unrestricted Stock Award or a Restricted Stock Unit Award. 
 3.2 Terms of Restricted Stock Awards.
Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. 

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the
Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee. 

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the
Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the
specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of
such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. 

(c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry
form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be
required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock
Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate,
which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and
the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of
Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award. 

(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock
Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a shareholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to
participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that (i) a distribution with respect to shares of Common Stock, other than a regular cash dividend, and (ii) a regular cash dividend
with respect to shares of Common Stock that are subject to performance-based vesting conditions, in each case shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such
distribution was made. 

  
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 3.3 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall
be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. 

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the
Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee. 

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by
the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified
Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award
does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. 

(c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify
(i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by
the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units that are
subject to performance-based vesting conditions shall be subject to the same restrictions as such Restricted Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a shareholder of the
Company with respect to the shares of Common Stock subject to such award. 
 3.4 Termination of Employment or Service.
All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award upon a termination of employment or
service with the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement. 

IV. PERFORMANCE AWARDS 
 4.1
Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee. 

4.2 Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. 

(a) Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the
Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee. 
 (b) Vesting
and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified
Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period. 

(c) Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award may
be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book
entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a shareholder of the Company as determined
pursuant to Section 3.2(d). Any dividends or dividend equivalents with respect to a Performance Award that is subject to performance-based vesting conditions shall be subject to the same restrictions as such Performance Award. Prior to the
settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a shareholder of the Company. 

  
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 4.3 Termination of Employment or Service. All of the terms relating to the
satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award upon a termination of employment or service with the Company of the holder of such
award, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement. 

V. GENERAL 
 5.1 Effective Date and
Term of Plan. This Plan (as amended and restated) is effective as of November 23, 2015 (the “Effective Date”). This Plan was originally submitted to the shareholders of the Company for approval at the
Company’s 2012 annual meeting of shareholders, was approved, and became effective on, the date on which the Plan was approved by the Board (the “Original Effective Date”). This Plan shall terminate as of the first annual
meeting of the Company’s shareholders to occur on or after the tenth anniversary of its Original Effective Date, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted
prior to termination. 
 Awards hereunder may be made at any time prior to the termination of this Plan, provided that no Incentive
Stock Option may be granted later than 10 years after the Original Effective Date of this Plan. In the event that this Plan is not approved by the shareholders of the Company, this Plan and any awards hereunder shall be void and of no force or
effect. 
 5.2 Amendments. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment to the
Plan shall be effective without the approval of the Company’s shareholders if (i) shareholder approval is required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of the New York Stock
Exchange, or any other stock exchange on which shares of Common Stock are traded; or (ii) such amendment seeks to modify Section 2.4 hereof; provided further, that no amendment may impair the rights of a holder of an outstanding award
without the consent of such holder. 
 5.3 Agreement. Each award under this Plan shall be evidenced by an
Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, either executed by the recipient or accepted by the
recipient by electronic means approved by the Company within the time period specified by the Company. Upon such execution or execution and electronic acceptance, and delivery of the Agreement to the Company, such award shall be effective as of the
Original Effective Date set forth in the Agreement. 
 5.4 Non-Transferability. No award shall be transferable other than by will, the
laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity
established by the holder for estate planning purposes or a charitable organization designated by the holder, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each
award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void. 
 5.5 Tax
Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any
federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a
holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a
holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company, (B) delivery (either actual delivery or by attestation
procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (C) in
the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (D) any combination of (A) and (B), in each case to the extent set
forth in the Agreement relating to the award. Shares of Common Stock to be delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Common
Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder. 

  
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 5.6 Restrictions on Shares. Each award made hereunder shall be subject to the
requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental
body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or
other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. 

5.7 Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend,
the number and class of securities available under this Plan, the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share, the terms of each outstanding Restricted Stock Award and
Restricted Stock Unit Award, including the number and class of securities subject thereto, the terms of each outstanding Performance Award, the maximum number of securities with respect to which options or SARs may be granted during any fiscal year
of the Company to any one grantee, the maximum number of shares of Common Stock that may be awarded during any fiscal year of the Company to any one grantee pursuant to a Stock Award that is subject to Performance Measures or a Performance Award
shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code. In the
event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to
be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. In either
case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive. If any such adjustment would result in a fractional security being (a) available under this Plan, such fractional security shall be
disregarded, or (b) subject to an award under this Plan, the Company shall pay the holder of such award, in connection with the first vesting, exercise or settlement of such award, in whole or in part, occurring after such adjustment, an amount
in cash determined by multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B) the exercise or
base price, if any, of such award. 
 5.8 Change in Control. If the Company shall be a party to Change in Control, the Board
may, in its discretion: 
 (a) require that (A) some or all outstanding options and SARs shall immediately become exercisable in full
or in part, (B) the Restriction Period applicable to some or all outstanding Restricted Stock Awards and Restricted Stock Unit Awards shall lapse in full or in part, (C) the Performance Period applicable to some or all outstanding awards
shall lapse in full or in part, and (D) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target, maximum or any other level; 

(b) require that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such
Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance
with Section 5.7; and/or 
 (c) require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to
be immediately cancelled by the Company, and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option or an SAR, the number of shares of Common Stock then subject to the portion of such
option or SAR surrendered, to the extent such option or SAR is then exercisable or becomes exercisable pursuant to Section 5.8(a), multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the
Change in Control, over the exercise price or base price per share of Common Stock subject to such option or SAR, (B) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares of Common
Stock then subject to the portion of such award surrendered, to the extent the Restriction Period and Performance Period, if any, on such Stock Award or Performance Award have lapsed or will lapse pursuant to Section 5.8(a) and to the extent
that the Performance Measures, if any, have been satisfied or are deemed satisfied pursuant to Section 5.8(a), multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (C) in the case of a
Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrendered, to the extent the Performance Period applicable so such award has lapsed or will lapse pursuant to Section 5.8(a)
and to the extent the Performance Measures applicable to such award have been satisfied or are 

  
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deemed satisfied pursuant to Section 5.8(a); (ii) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in
Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above and the issuance of shares
pursuant to clause (ii) above. 
 5.9 Deferrals. The Committee may determine that the delivery of shares of Common Stock or the
payment of cash, or a combination thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be
for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code. 

5.10 No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person
shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect
in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time without liability hereunder. 

5.11 Rights as Shareholder. No person shall have any right as a shareholder of the Company with respect to any shares of
Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a shareholder of record with respect to such shares of Common Stock or equity security. 

5.12 Designation of Beneficiary. To the extent permitted by the Committee, a holder of an award may file with the Company a
written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is
exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during
the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new
beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder,
to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person. 

5.13 Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions
taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts
of laws. 
 5.14 Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons
who are foreign nationals and/or reside outside the U.S. on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of
this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which
the Company or its Subsidiaries operates or has employees. 

  
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