EX-10.12



 Exhibit 10.12 

 
  

SECUREWORKS CORP. 
 2016
LONG-TERM INCENTIVE PLAN 
  
  







 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
	 1.
	 	PURPOSE	  	 	1	  
			
	 2.
	 	DEFINITIONS	  	 	1	  
			
	 3.
	 	ADMINISTRATION OF THE PLAN	  	 	10	  
		 	3.1	  	Committee	  	 	10	  
		 		  	 3.1.1 Powers and Authorities
	  	 	10	  
		 		  	 3.1.2 Composition of the Committee
	  	 	10	  
		 		  	 3.1.3 Other Committees
	  	 	10	  
		 		  	 3.1.4 Delegation by Committee
	  	 	11	  
		 	 3.2
	  	 Board
	  	 	11	  
		 	 3.3
	  	 Terms of Awards
	  	 	11	  
		 		  	 3.3.1 Committee Authority
	  	 	11	  
		 		  	 3.3.2 Forfeiture; Recoupment
	  	 	12	  
		 	 3.4
	  	 No Repricing Without Stockholder Approval
	  	 	12	  
		 	 3.5
	  	 Deferral Arrangement
	  	 	12	  
		 	 3.6
	  	 Registration; Share Certificates
	  	 	13	  
	 4.
	 	STOCK SUBJECT TO THE PLAN	  	 	13	  
		 	 4.1
	  	 Number of Shares of Stock Available for Awards
	  	 	13	  
		 	 4.2
	  	 Adjustments in Authorized Shares of Stock
	  	 	13	  
		 	 4.3
	  	 Share Usage
	  	 	13	  
			
	 5.
	 	TERM; AMENDMENT AND TERMINATION	  	 	14	  
		 	 5.1
	  	 Term
	  	 	14	  
		 	 5.2
	  	 Amendment, Suspension, and Termination
	  	 	14	  
			
	 6.
	 	AWARD ELIGIBILITY AND LIMITATIONS	  	 	14	  
		 	 6.1
	  	 Eligible Grantees
	  	 	14	  
		 	 6.2
	  	 Limitation on Shares of Stock Subject to Awards and Cash Awards
	  	 	15	  
		 	 6.3
	  	 Stand-Alone, Additional, Tandem, and Substitute Awards
	  	 	15	  
			
	 7.
	 	AWARD AGREEMENT	  	 	15	  
			
	 8.
	 	TERMS AND CONDITIONS OF OPTIONS	  	 	16	  
		 	 8.1
	  	 Option Price
	  	 	16	  
		 	 8.2
	  	 Vesting and Exercisability
	  	 	16	  
		 	 8.3
	  	 Term
	  	 	16	  
		 	 8.4
	  	 Termination of Service
	  	 	16	  
		 	 8.5
	  	 Limitations on Exercise of Option
	  	 	17	  
		 	 8.6
	  	 Method of Exercise
	  	 	17	  
		 	 8.7
	  	 Rights of Holders of Options
	  	 	17	  
		 	 8.8
	  	 Delivery of Stock
	  	 	17	  


  
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		 	 8.9
	  	Transferability of Options	  	 	17	  
		 	 8.10
	  	 Family Transfers
	  	 	17	  
		 	 8.11
	  	 Limitations on Incentive Stock Options
	  	 	18	  
		 	 8.12
	  	 Notice of Disqualifying Disposition
	  	 	18	  
			
	 9.
	 	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	  	 	18	  
		 	 9.1
	  	 Right to Payment and SAR Price
	  	 	18	  
		 	 9.2
	  	 Other Terms
	  	 	18	  
		 	 9.3
	  	 Term
	  	 	19	  
		 	 9.4
	  	 Rights of Holders of SARs
	  	 	19	  
		 	 9.5
	  	 Transferability of SARs
	  	 	19	  
		 	 9.6
	  	 Family Transfers
	  	 	19	  
			
	 10.
	 	TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS	  	 	20	  
		 	 10.1
	  	 Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units
	  	 	20	  
		 	 10.2
	  	 Restrictions
	  	 	20	  
		 	 10.3
	  	 Registration; Restricted Stock Certificates
	  	 	20	  
		 	 10.4
	  	 Rights of Holders of Restricted Stock
	  	 	20	  
		 	 10.5
	  	 Rights of Holders of Restricted Stock Units and Deferred Stock Units
	  	 	21	  
		 		  	 10.5.1 Voting and Dividend Rights
	  	 	21	  
		 		  	 10.5.2 Creditor’s Rights
	  	 	21	  
		 	 10.6
	  	 Termination of Service
	  	 	21	  
		 	 10.7
	  	 Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units
	  	 	21	  
		 	 10.8
	  	 Delivery of Shares of Stock
	  	 	22	  
			
	 11.
	 	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS	  	 	22	  
		 	 11.1
	  	 Unrestricted Stock Awards
	  	 	22	  
		 	 11.2
	  	 Other Equity-Based Awards
	  	 	22	  
			
	 12.
	 	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	  	 	23	  
		 	 12.1
	  	 Dividend Equivalent Rights
	  	 	23	  
		 	 12.2
	  	 Termination of Service
	  	 	23	  
			
	 13.
	 	TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS	  	 	23	  
		 	 13.1
	  	 Grant of Performance Awards and Annual Incentive Awards
	  	 	23	  
		 	 13.2
	  	 Value of Performance Awards and Annual Incentive Awards
	  	 	23	  
		 	 13.3
	  	 Earning of Performance Awards and Annual Incentive Awards
	  	 	24	  
		 	 13.4
	  	 Form and Timing of Payment of Performance Awards and Annual Incentive Awards
	  	 	24	  
		 	 13.5
	  	 Performance Conditions
	  	 	24	  
		 	 13.6
	  	 Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees
	  	 	24	  
		 		  	 13.6.1 Performance Goals Generally
	  	 	24	  
		 		  	 13.6.2 Timing For Establishing Performance Goals
	  	 	25	  
		 		  	 13.6.3 Payment of Awards; Other Terms
	  	 	25	  
		 		  	 13.6.4 Performance Measures
	  	 	25	  
		 		  	 13.6.5 Evaluation of Performance
	  	 	28	  


  
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		 		  	13.6.6 Adjustment of Performance-Based Compensation	  	28
		 		  	13.6.7 Committee Discretion	  	28
		 		  	13.6.8 Status of Awards Under Code Section 162(m)	  	28
			
	14.	 	FORMS OF PAYMENT	  	29
		 	14.1	  	General Rule	  	29
		 	14.2	  	Surrender of Shares of Stock	  	29
		 	14.3	  	Cashless Exercise	  	29
		 	14.4	  	Other Forms of Payment	  	29
			
	15.	 	REQUIREMENTS OF LAW	  	29
		 	15.1	  	General	  	29
		 	15.2	  	Rule 16b-3	  	30
			
	16.	 	EFFECT OF CHANGES IN CAPITALIZATION	  	30
		 	16.1	  	Changes in Stock	  	30
		 	16.2	  	Transaction in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control	  	31
		 	16.3	  	Change in Control in Which Awards are not Assumed	  	31
		 	16.4	  	Change in Control in Which Awards are Assumed	  	33
		 	16.5	  	Adjustments.	  	33
		 	16.6	  	No Limitations on Company	  	33
			
	17.	 	MARKET STAND-OFF	  	33
			
	18.	 	PARACHUTE LIMITATIONS	  	34
			
	19.	 	GENERAL PROVISIONS	  	34
		 	19.1	  	Disclaimer of Rights	  	34
		 	19.2	  	Nonexclusivity of the Plan	  	35
		 	19.3	  	Withholding Taxes	  	35
		 	19.4	  	Captions	  	36
		 	19.5	  	Construction	  	36
		 	19.6	  	Other Provisions	  	36
		 	19.7	  	Number and Gender	  	36
		 	19.8	  	Severability	  	36
		 	19.9	  	Governing Law	  	36
		 	19.10	  	Foreign Jurisdictions	  	36
		 	19.11	  	Section 409A of the Code	  	37
		 	19.12	  	Limitation on Liability	  	37


  
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 SECUREWORKS CORP. 

2016 LONG-TERM INCENTIVE PLAN 
  

	1.	PURPOSE 

 The Plan is intended to (a) provide eligible individuals with an incentive
to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important
stakeholders, including its employees and customers, and (b) provide a means of recruiting, rewarding, and retaining key personnel. In furtherance of these purposes, the Plan provides for the grant of Awards of Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Unrestricted Stock, Dividend Equivalent Rights, Other Equity-Based Awards, and cash bonus awards. Any of these Awards may, but need not, be made as performance incentives to
reward the holders of such Awards for the achievement of performance goals in accordance with the terms of the Plan. Options granted under the Plan may be Nonqualified Stock Options or Incentive Stock Options. 

 

	2.	DEFINITIONS 

 For purposes of interpreting the Plan documents, including the Plan and
Award Agreements, the following capitalized terms shall have the meanings specified below, unless the context clearly indicates otherwise: 

2.1 “Affiliate” shall mean any Person that controls, is controlled by, or is under common control with the Company
within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary. For purposes of making a grant of Options or Stock Appreciation Rights, an entity shall not be considered an Affiliate unless the Company holds a
Controlling Interest in such entity. The preceding sentence does not, however, apply for purposes of determining whether Service is uninterrupted for purposes of vesting, exercisability or expiration of Options and Stock Appreciation Rights. 

2.2 “Annual Incentive Award” shall mean an Award, denominated in cash, made subject to attainment of performance goals
(as provided in Article 13) over a Performance Period of up to one (1) year, which shall be the Company’s fiscal year, unless otherwise specified by the Board or the Committee. 

2.3 “Applicable Laws” shall mean the legal requirements relating to the Plan and the Awards under (a) applicable
provisions of the Code, the Securities Act, the Exchange Act, any rules or regulations under the Code, the Securities Act, or the Exchange Act, and any other laws, rules, regulations, and government orders of any jurisdiction applicable to the
Company or its Affiliates, (b) applicable provisions of the corporate, securities, tax, and other laws, rules, regulations, and government orders of any jurisdiction applicable to Awards granted to residents thereof, and (c) the rules of
any Stock Exchange or Securities Market on which the Common Stock is listed or publicly traded. 
 2.4 “Award” shall
mean a grant under the Plan of an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, a Performance Award, an Annual Incentive Award, an Other
Equity-Based Award, or cash. 







 2.5 “Award Agreement” shall mean the written agreement, in such written,
electronic, or other form as determined by the Committee, between the Company and a Grantee that evidences and sets forth the terms and conditions of an Award. 

2.6 “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 

2.7 “Benefit Arrangement” shall mean any formal or informal plan or other arrangement for the direct or indirect
provision of compensation to a Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee. 

2.8 “Board” shall mean the Board of Directors of the Company. 

2.9 “Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations, or other
equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Effective Date or issued thereafter, including, without limitation, all shares of Common Stock. 

2.10 “Cause” shall have the meaning set forth in an applicable agreement between a Grantee and the Company or an
Affiliate, and in the absence of any such agreement shall mean, with respect to any Grantee and as determined by the Committee, (a) a violation of such Grantee’s obligations regarding confidentiality or the protection of sensitive,
confidential or proprietary information, or trade secrets; (b) an act or omission by such Grantee resulting in such Grantee being charged with a criminal offense which constitutes a felony or involves moral turpitude or dishonesty;
(c) conduct by such Grantee which constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to the Company or its stockholders; or (d) the
Company’s determination that such Grantee violated state or federal law relating to the workplace environment, including, without limitation, laws relating to sexual harassment or age, sex, race, or other prohibited discrimination. Any
determination by the Committee regarding whether an event constituting Cause shall have occurred shall be final, binding, and conclusive. 

2.11 “Change in Control” shall mean, subject to Section 19.11, the occurrence of any of the following:

 (a) a transaction or a series of related transactions (other than an IPO) whereby any Person or Group (other than one or
more of any Denali Entity, the Company, or any Affiliate) becomes the Beneficial Owner of more than fifty percent (50%) of the total voting power of the Voting Stock of the Company, on a Fully Diluted Basis; 

(b) individuals who, as of the day following the IPO closing date for the first sale of Stock listed on a Stock Exchange or
designated on a Securities Market, constitute the Board (the “Incumbent Board”) (together with any new directors whose election by such Incumbent Board or whose nomination by such Incumbent Board for election by the stockholders of
the Company was approved by a vote of at least a majority of the members of such Incumbent Board then in office who either were members of such Incumbent Board or whose election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of such Board then in office; 

  
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 (c) the Company consolidates with, or merges with or into, any Person, or any
Person consolidates with, or merges with or into, the Company (regardless of whether the Company is the surviving Person), other than any such transaction in which the Prior Stockholders own directly or indirectly at least a majority of the voting
power of the Voting Stock of the surviving Person in such merger or consolidation immediately after such transaction; 
 (d)
the consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all
of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or Group (other than the Company or any Affiliate); except any such transaction or series of transactions in which the Prior Stockholders own directly or indirectly
at least a majority of the voting power of the Voting Stock of such Person or Group immediately after such transaction or series of transactions; or 

(e) the stockholders of the Company adopt a plan or proposal for the liquidation, winding up, or dissolution of the Company.

 The Board shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto. 

2.12 “Code” shall mean the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and
any successor thereto. References in the Plan to any Code Section shall be deemed to include, as applicable, regulations and guidance promulgated under such Code Section. 

2.13 “Committee” shall mean a committee of, and designated from time to time by resolution of, the Board, which shall
be constituted as provided in Section 3.1.2 and Section 3.1.3 (or, if no Committee has been so designated, the Board). 

2.14 “Common Stock” shall mean the Class A common stock, par value $0.01 per share, of the Company, the Class B
common stock, par value $0.01 per share, of the Company, and any other class or series of common stock of the Company that may be issued and outstanding from time to time. 

2.15 “Company” shall mean SecureWorks Corp., a Delaware corporation, and any successor thereto. 

2.16 “Controlling Interest” shall have the meaning set forth in Treasury Regulation Section 1.414(c)-2(b)(2)(i),
provided that (a) except as specified in clause (b) below, an interest of “at least 50 percent” shall be used instead of an interest of “at least 80 percent,” in each case where “at least 80 percent” appears
in Treasury Regulation Section 1.414(c)-2(b)(2)(i), and (b) where a grant of Options or Stock Appreciation Rights is based upon a legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an
interest of “at least 80 percent,” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i). 

  
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 2.17 “Covered Employee” shall mean a Grantee who is, or could become, a
“covered employee” within the meaning of Code Section 162(m)(3). 
 2.18 “Dell Trust” shall mean the
Susan Lieberman Dell Separate Property Trust. 
 2.19 “Deferred Stock Unit” shall mean a Restricted Stock Unit, the
terms of which provide for delivery of the underlying shares of Stock, cash, or a combination thereof subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section 409A. 

2.20 “Denali Affiliate” shall mean, other than the Company, (a) any legal entity of which Parent is the
beneficial owner of voting interests representing 20% or more in voting power of the outstanding voting interests, (b) any other legal entity that (directly or indirectly) is controlled by Parent, controls Parent or is under common control with
Parent, and (c) any of (i) MD, (ii) any legal entity of which MD is the beneficial owner of voting interests representing 20% or more in voting power of the outstanding voting interests, (iii) any other legal entity that
(directly or indirectly) is controlled by MD, (iv) the Dell Trust, (v) any MSD Fund and (vi) any Permitted Transferee (as such term is defined in the Company’s certificate of incorporation) of any Person referred to in sub-clause
(i), (iv) or (v) of this clause (c). 
 2.21 “Denali Entity” shall mean any one or more of (a) the
Parent and (b) the Denali Affiliates. 
 2.22 “Disability” shall mean the inability of a Grantee to perform
each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than
twelve (12) months, provided that, with respect to rules regarding the expiration of an Incentive Stock Option following termination of a Grantee’s Service, Disability shall mean the inability of such Grantee to engage in any substantial
gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. 

2.24 “Disqualified Individual” shall have the meaning set forth in Code Section 280G(c). 

2.25 “Dividend Equivalent Right” shall mean a right, granted to a Grantee pursuant to Article 12,
entitling the Grantee thereof to receive, or to receive credits for the future payment of, cash, Stock, other Awards, or other property equal in value to dividend payments or distributions, or other periodic payments, declared or paid with respect
to a number of shares of Stock specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) as if such shares of Stock had been issued to and held by the Grantee of such Dividend Equivalent Right as of
the record date of the declaration thereof. 
 2.26 “Effective Date” shall mean the date the Plan is adopted by the
Board, subject to approval by the Company’s stockholder prior to the closing of the IPO. 
 2.27 “Employee”
shall mean, as of any date of determination, an employee (including an officer) of the Company or an Affiliate. 
 2.28
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor thereto. 

  
 4 








 2.29 “Fair Market Value” shall mean the fair market value of a share of
Stock for purposes of the Plan, which shall be, as of any date of determination: 
 (a) If on such date the shares of Stock
are listed on a Stock Exchange, or are publicly traded on another Securities Market, the Fair Market Value of a share of Stock shall be the closing price of the Stock as reported on such Stock Exchange or such Securities Market (provided that, if
there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on
such date, the Fair Market Value of a share of Stock shall be the closing price of the Stock on the next preceding day on which any sale of Stock shall have been reported on such Stock Exchange or such Securities Market. 

(b) If on such date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair
Market Value of a share of Stock shall be the value of the Stock as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A. 

Notwithstanding this Section 2.29 or Section 19.3, for purposes of determining taxable income and the amount of the
related tax withholding obligation pursuant to Section 19.3, the Fair Market Value shall be determined by the Committee in good faith using any reasonable method it deems appropriate, to be applied consistently with respect to Grantees,
provided that the Committee shall determine the Fair Market Value of shares of Stock for tax withholding obligations due in connection with sales, by or on behalf of a Grantee, of such shares of Stock subject to an Award to pay the Option Price, SAR
Price, and/or any tax withholding obligation on the same date on which such shares may first be sold pursuant to the terms of the applicable Award Agreement (including broker-assisted cashless exercises of Options and Stock Appreciation Rights, as
described in Section 14.3, and sell-to-cover transactions) in any manner consistent with applicable provisions of the Code, including, without limitation, to using the sale price of such shares on such date (or if sales of such shares
are effectuated at more than one sale price, the weighted average sale price of such shares on such date) as the Fair Market Value of such shares, so long as such Grantee has provided the Company, or its designee or agent, with advance written
notice of such sale. 
 Notwithstanding the foregoing, with respect to any Award for which the Grant Date is the IPO Effective Date, the
Fair Market Value shall mean the price per share of the Stock to the public as set forth in the underwriting agreement between the Company and the underwriters for the IPO that establishes the price per share of the Stock to the public to be sold in
the IPO. 
 2.30 “Family Member” shall mean, with respect to any Grantee as of any date of determination, (a) a
Person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive
relationships, of such Grantee, (b) any Person sharing such Grantee’s household (other than a tenant or employee), (c) a trust in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee)
own more than fifty percent (50%) of the beneficial interest, (d) a foundation in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) control the management of assets, and (e) any
other entity in which one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty percent (50%) of the voting interests. 

  
 5 








 2.31 “Fully Diluted Basis” shall mean, as of any date of determination,
the sum of (x) the number of shares of Voting Stock outstanding as of such date of determination plus (y) the number of shares of Voting Stock issuable upon the exercise, conversion, or exchange of all then-outstanding warrants, options,
convertible Capital Stock or indebtedness, exchangeable Capital Stock or indebtedness, or other rights exercisable for or convertible or exchangeable into, directly or indirectly, shares of Voting Stock, whether at the time of issue or upon the
passage of time or upon the occurrence of some future event, and whether or not in-the-money as of such date of determination. 
 2.32
“Grant Date” of any Award shall mean, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves such Award, (b) the date on which the recipient of such Award first becomes
eligible to receive an Award under Article 6 (such as, in the case of a new hire, the first date on which such new hire performs any Service), or (c) such date later than the dates specified in clauses (a) and (b) specified by
the Committee in the corporate action approving the Award. 
 2.33 “Grantee” shall mean a Person who receives or
holds an Award under the Plan. 
 2.34 “Group” shall have the meaning set forth in Sections 13(d) and 14(d)(2) of
the Exchange Act. 
 2.35 “Incentive Stock Option” shall mean an “incentive stock option” within the
meaning of Code Section 422. 
 2.36 “Initial Public Offering” or “IPO” shall mean the initial
firm commitment underwritten registered public offering of the Stock by the Company. 
 2.37 “IPO Effective Date”
shall mean the date on which the Company and the underwriters for the IPO enter into an underwriting agreement establishing the price per share of the Stock to the public to be sold in the IPO. 

2.38 “MD” shall mean Michael S. Dell. 

2.39 “MSD Funds” shall mean (a) MSDC Denali Investors, L.P., a Delaware limited partnership, and (b) MSDC
Denali EIV, LLC, a Delaware limited liability company. 
 2.40 “Nonqualified Stock Option” shall mean an Option that
is not an Incentive Stock Option. 
 2.41 “Non-Employee Director” shall have the meaning set forth in Rule 16b-3
under the Exchange Act. 
 2.42 “Officer” shall have the meaning set forth in Rule 16a-1(f) under the Exchange Act.

 2.43 “Option” shall mean an option to purchase one or more shares of Stock at a specified Option Price awarded to
a Grantee pursuant to Article 8. 
 2.44 “Option Price” shall mean the per share exercise price for shares of
Stock subject to an Option. 

  
 6 








 2.45 “Other Agreement” shall mean any agreement, contract, or
understanding heretofore or hereafter entered into by a Grantee with the Company or an Affiliate, except an agreement, contract, or understanding that expressly addresses Code Section 280G and/or Code Section 4999. 

2.46 “Other Equity-Based Award” shall mean an Award representing a right or other interest that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or related to Stock, other than an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend
Equivalent Right, a Performance Award, or an Annual Incentive Award. 
 2.47 “Outside Director” shall have the
meaning set forth in Code Section 162(m)(4)(C)(i). 
 2.48 “Parachute Payment” shall mean a “parachute
payment” within the meaning of Code Section 280G(b)(2), or the corresponding provision of any subsequently enacted tax statute, as amended from time to time. 

2.49 “Parent” shall mean Denali Holding Inc., which as of the Effective Date is the ultimate parent company of the
Company. If at any time Denali Holding Inc. no longer is the Beneficial Owner of at least fifty percent (50%) of the combined voting power of the Common Stock outstanding after the closing of the IPO, it shall no longer be treated as the
Parent. 
 2.50 “Performance-Based Compensation” shall mean compensation under an Award that is intended to satisfy
the requirements of Code Section 162(m) for Qualified Performance-Based Compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements
for Qualified Performance-Based Compensation does not constitute performance-based compensation for other purposes, including the purposes of Code Section 409A. 

2.51 “Performance Award” shall mean an Award made subject to the attainment of performance goals (as provided in
Article 13) over a Performance Period as specified by the Committee. 
 2.52 “Performance Measures”
shall mean measures as specified in Section 13.6.4 on which the performance goal or goals under Performance Awards are based and which are approved by the Company’s stockholders pursuant to, and to the extent required by, the Plan
in order to qualify such Performance Awards as Qualified Performance-Based Compensation. 
 2.53 “Performance
Period” shall mean the period of time, up to ten (10) years, during or over which the performance goals under Performance Awards must be met in order to determine the degree of payout and/or vesting with respect to any such Performance
Awards. 
 2.54 “Person” shall mean an individual, a corporation, a partnership, a limited liability company, an
association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof, provided that, for purposes of Section 2.11(a) and Section 2.11(d), Person
shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act. 
 2.55 “Plan” shall mean this
SecureWorks Corp. 2016 Long-Term Incentive Plan, as amended from time to time. 

  
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 2.56 “Prior Stockholders” shall mean the holders of Common Stock and any
other equity securities that represented one hundred percent (100%) of the Voting Stock of the Company immediately prior to a reorganization, merger, or consolidation involving the Company (or other equity securities into which the Common Stock
or such other equity securities are converted as part of such reorganization, merger, or consolidation). 
 2.57 “Qualified
Performance-Based Compensation” shall have the meaning set forth in Code Section 162(m). 
 2.58 “Reporting
Person” shall mean a Person who is required to file reports under Section 16(a) of the Exchange Act. 
 2.59
“Restricted Period” shall mean a period of time established by the Committee during which an Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is subject to restrictions. 

2.60 “Restricted Stock” shall mean shares of Stock awarded to a Grantee pursuant to Article 10. 

2.61 “Restricted Stock Unit” shall mean a bookkeeping entry representing the equivalent of one (1) share of Stock
awarded to a Grantee pursuant to Article 10 that may be settled, subject to the terms and conditions of the applicable Award Agreement, in shares of Stock, cash, or a combination thereof. 

2.62 “SAR Price” shall mean the per share exercise price of a SAR. 

2.63 “Securities Act” shall mean the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and
any successor thereto. 
 2.64 “Securities Market” shall mean an established securities market. 

2.65 “Separation from Service” shall have the meaning set forth in Code Section 409A. 

2.66 “Service” shall mean service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless
otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Parent, the Company, or an
Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding, and conclusive. If a Service Provider’s employment or other
Service relationship is with the Parent or an Affiliate and the applicable entity ceases to be the Parent or an Affiliate, a termination of Service shall be deemed to have occurred when such entity ceases to be the Parent or an Affiliate unless the
Service Provider transfers his or her employment or other Service relationship to the Company or any other Affiliate. 
 2.67
“Service Provider” shall mean (a) an Employee or director of the Company or an Affiliate, or (b) a consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently
providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in connection with the Company’s sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a
market for the Company’s Capital Stock. 
 2.68 “Service Recipient Stock” shall have the meaning set forth in
Code Section 409A. 

  
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 2.69 “Share Limit” shall have the meaning set forth in
Section 4.1. 
 2.70 “Short-Term Deferral Period” shall have the meaning set forth in Code
Section 409A. 
 2.71 “Stock” shall mean the Class A common stock, par value $0.01 per share, of the
Company, or any security into which shares of Stock may be changed or for which shares of Stock may be exchanged as provided in Section 16.1. 

2.72 “Stock Appreciation Right” or “SAR” shall mean a right granted to a Grantee pursuant to
Article 9. 
 2.73 “Stock Exchange” shall mean the New York Stock Exchange, the NASDAQ Capital Market,
the NASDAQ Global Market, the NASDAQ Global Select Market, or another established national or regional stock exchange. 
 2.74
“Subsidiary” shall mean any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all
classes of Voting Stock. In addition, any other entity may be designated by the Committee as a Subsidiary, provided that (a) such entity could be considered as a subsidiary according to generally accepted accounting principles in the United
States of America and (b) in the case of an Award of Options or Stock Appreciation Rights, such Award would be considered to be granted in respect of Service Recipient Stock under Code Section 409A. 

2.75 “Substitute Award” shall mean an Award granted upon assumption of, or in substitution for, outstanding awards
previously granted under a compensatory plan of the Company, an Affiliate, or a business entity acquired or to be acquired by the Company or an Affiliate or with which the Company or an Affiliate has combined or will combine. 

2.76 “Ten Percent Stockholder” shall mean a natural Person who owns more than ten percent (10%) of the total
combined voting power of all classes of Voting Stock of the Company, the Company’s parent (if any), or any of the Company’s Subsidiaries. In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.

 2.77 “Unrestricted Stock” shall mean Stock that is free of any restrictions. 

2.78 “Voting Stock” shall mean, with respect to any Person, Capital Stock of any class or kind ordinarily having the
power to vote for the election of directors, managers, or other voting members of the governing body of such Person. Without limiting the generality of the foregoing, the Common Stock shall be Voting Stock of the Company. 

  
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	3.	ADMINISTRATION OF THE PLAN 

 3.1 Committee. 

3.1.1 Powers and Authorities. 

The Committee shall administer the Plan and shall have such powers and authorities related to the administration of the Plan as are consistent
with the Company’s certificate of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee shall have full power and authority to take all actions and to make all determinations required or
provided for under the Plan, any Award, or any Award Agreement and shall have full power and authority to take all such other actions and to make all such other determinations not inconsistent with the specific terms and provisions of the Plan which
the Committee deems to be necessary or appropriate to the administration of the Plan, any Award, or any Award Agreement. All such actions and determinations shall be made by (a) the affirmative vote of a majority of the members of the Committee
present at a meeting at which a quorum is present, or (b) the unanimous consent of the members of the Committee executed in writing or evidenced by electronic transmission in accordance with the Company’s certificate of incorporation and
bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award, and any Award Agreement, and any such interpretation or
construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding, and conclusive on all Persons, whether or not expressly provided for in any provision of the Plan,
such Award, or such Award Agreement. 
 In the event that the Plan, any Award, or any Award Agreement provides for any action to be taken by
the Board or any determination to be made by the Board, such action may be taken or such determination may be made by the Committee constituted in accordance with this Section 3.1 if the Board has delegated the power and authority to do
so to such Committee. 
 3.1.2 Composition of the Committee. 

The Committee shall be a committee composed of not fewer than two (2) directors of the Company designated by the Board to administer the
Plan; provided, that, the composition of the Committee shall satisfy the composition requirements of any Stock Exchange on which the Stock is listed; provided, further that the composition of the Committee shall satisfy the applicable qualification
requirements under Code Section 162(m) with respect to any Award that is intended to satisfy the requirements of Code Section 162(m) for Qualified Performance-Based Compensation paid to a Covered Employee. Any action taken by the Committee
shall be valid and effective whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 3.1.2 or otherwise provided in any
charter of the Committee. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof. 

3.1.3 Other Committees. 

The Board also may appoint one or more committees of the Board, each composed of one or more directors of the Company who need not be Outside
Directors, which (a) may administer the Plan with respect to Grantees who are not Officers or directors of the Company, (b) may grant Awards under the Plan to such Grantees, and (c) may determine all terms of such Awards, in each
case, excluding (for the avoidance of doubt) Performance Awards intending to constitute Qualified Performance-Based Compensation and subject, if applicable, to the requirements of Rule 16b-3 under the Exchange Act and the rules of any Stock Exchange
or Securities Market on which the Common Stock is listed or publicly traded. 

  
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 3.1.4 Delegation by Committee. 

If and to the extent permitted by Applicable Laws, the Committee, by resolution, may delegate some or all of its authority with respect to the
Plan and Awards to the Chief Executive Officer of the Company and/or any other officer of the Company designated by the Committee, provided that the Committee may not delegate its authority hereunder (a) to make Awards to directors of the
Company, (b) to make Awards to Employees who are (i) Officers, (ii) Covered Employees, or (iii) officers of the Company who are delegated authority by the Committee pursuant to this Section 3.1.4, or (c) to
interpret the Plan, any Award, or any Award Agreement. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as
obligating the Committee to delegate authority to any officer of the Company, and the Committee may at any time rescind the authority delegated to an officer of the Company appointed hereunder and delegate authority to one or more other officers of
the Company. At all times, an officer of the Company delegated authority pursuant to this Section 3.1.4 shall serve in such capacity at the pleasure of the Committee. Any action undertaken by any such officer of the Company in accordance
with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the “Committee” will, to the extent consistent with the terms and
limitations of such delegation, be deemed to include a reference to each such officer. 
 3.2 Board. 

The Board, from time to time, may exercise any or all of the powers and authorities related to the administration and implementation of the
Plan, as set forth in Section 3.1 and other applicable provisions of the Plan, as the Board shall determine, consistent with the Company’s certificate of incorporation and bylaws and Applicable Laws. 

3.3 Terms of Awards. 

3.3.1 Committee Authority. 

Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to: 

(a) designate Grantees; 
 (b)
determine the type or types of Awards to be made to a Grantee; 
 (c) determine the number of shares of Stock to be subject to an Award or to
which an Award relates; 
 (d) establish the terms and conditions of each Award (including the Option Price of any Option, the SAR Price for
any Stock Appreciation Right, or the purchase price for applicable Awards, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares
of Stock subject thereto, the treatment of an Award in the event of a Change in Control (subject to applicable agreements), and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options); 

(e) prescribe the form of each Award Agreement evidencing an Award; 

(f) subject to the limitation on repricing in Section 3.4, amend, modify, or supplement the terms of any outstanding Award, which
authority shall include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding Awards made to eligible 

  
 11 








 
natural Persons who are foreign nationals or are natural Persons who are employed outside the United States to reflect differences in local law, tax policy, or custom, provided that,
notwithstanding the foregoing, no amendment, modification, or supplement of the terms of any outstanding Award shall, without the consent of the Grantee thereof, impair such Grantee’s rights under such Award; and 

(g) make Substitute Awards. 

3.3.2 Forfeiture; Recoupment. 

The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award
thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of, or in conflict with, any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of
Employees or clients of the Company or an Affiliate, (d) confidentiality obligation with respect to the Company or an Affiliate, (e) policy or procedure of the Company or an Affiliate, (f) other agreement, or (g) other obligation
of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. If the Grantee of an outstanding Award is an Employee of the Company or an Affiliate and such Grantee’s Service is terminated for Cause, the
Committee may annul such Grantee’s outstanding Award as of the date of the Grantee’s termination of Service for Cause. 
 Any
Award granted pursuant to the Plan shall be subject to mandatory repayment by the Grantee to the Company (x) to the extent set forth in the Plan or an Award Agreement or (y) to the extent the Grantee is, or in the future becomes, subject
to (1) any Company or Affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Laws, or (2) any Applicable Laws which impose mandatory recoupment, under circumstances set forth
in such Applicable Laws. 
 3.4 No Repricing Without Stockholder Approval. 

Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution
(whether in the form of cash, shares of Stock, other securities, or other property), stock split, extraordinary dividend, recapitalization, Change in Control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of shares of Stock, or other securities or similar transaction), the Company may not: (a) amend the terms of outstanding Options or SARs to reduce the Option Price or SAR Price, as applicable, of such outstanding Options or SARs;
(b) cancel outstanding Options or SARs in exchange for, or in substitution of, Options or SARs with an Option Price or SAR Price, as applicable, that is less than the Option Price or SAR Price, as applicable, of the original Options or SARs; or
(c) cancel outstanding Options or SARs with an Option Price or SAR Price, as applicable, above the current Fair Market Value in exchange for cash or other securities, in each case, unless such action (i) is subject to and approved by the
Company’s stockholders or (ii) would not be deemed to be a repricing under the rules of any Stock Exchange or Securities Market on which the Common Stock is listed or publicly traded. 

3.5 Deferral Arrangement. 

The Committee may permit or require the deferral of any payment pursuant to any Award into a deferred compensation arrangement, subject to such
rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions for converting such credits into Deferred Stock Units and for
restricting deferrals to comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code 

  
 12 








 
Section 401(k)(2)(B)(IV), provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a
manner that complies with Code Section 409A, including, if applicable, with respect to when a Separation from Service occurs. 
 3.6
Registration; Share Certificates. 
 Notwithstanding any provision of the Plan to the contrary, the ownership of the shares of Stock
issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates.

  

	4.	STOCK SUBJECT TO THE PLAN 

 4.1 Number of Shares of Stock Available for Awards.

 Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and
subject to adjustment pursuant to Article 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be
            (            ) shares of Stock (the “Share Limit”). Such shares of Stock may be authorized and
unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be
used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. 

4.2 Adjustments in Authorized Shares of Stock. 

In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall
have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and to grant Substitute Awards under the Plan for such awards. The Share Limit pursuant
to Section 4.1 shall be increased by the number of shares of Stock subject to any such assumed awards and Substitute Awards. Shares available for issuance under a stockholder-approved plan of a business entity that is a party to such
transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules
of any Stock Exchange or Securities Market on which the Common Stock is listed or publicly traded. 
 4.3 Share Usage. 

(a) Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock
available for issuance under Section 4.1. 
 (b) Any shares of Stock that are subject to Awards, including shares of Stock
acquired through dividend reinvestment pursuant to Article 10, shall be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. The number
of shares of Stock subject to an Award of SARs shall be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to such Award regardless of the number of
shares of Stock actually issued to settle such SARs upon the exercise of the SARs. The target number of shares of 

  
 13 








 
Stock issuable under a Performance Award shall be counted against the Share Limit set forth in Section 4.1 as of the Grant Date, but such number shall be adjusted to equal the actual
number of shares of Stock issued upon settlement of the Performance Award to the extent different from such target number of shares of Stock. 

(c) If any shares of Stock covered by an Award are not purchased or are forfeited or expire or if an Award otherwise terminates without
delivery of any Stock subject thereto or is settled in cash in lieu of shares, then the number of shares of Stock counted against the Share Limit with respect to such Award shall, to the extent of any such forfeiture, expiration, termination, or
settlement, again be available for making Awards under the Plan. 
 (d) The number of shares of Stock available for issuance under the Plan
shall not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not
issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company’s tax withholding obligations as
provided in Section 19.3, or (iv) purchased by the Company with proceeds from Option exercises. 
  

	5.	TERM; AMENDMENT AND TERMINATION 

 5.1 Term. 

The Plan shall become effective as of the Effective Date, provided that the IPO Effective Date shall be the earliest Grant Date under the Plan.
The Plan shall terminate on the first to occur of (a) the tenth (10th) anniversary of the Effective Date, (b) the date determined in accordance with Section 5.2, and (c) the date determined in accordance with
Section 16.3. Upon such termination of the Plan, all outstanding Awards shall continue to have full force and effect in accordance with the provisions of the terminated Plan and the applicable Award Agreement (or other documents
evidencing such Awards). 
 5.2 Amendment, Suspension, and Termination. 

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan, provided that, with respect to Awards theretofore
granted under the Plan, no amendment, suspension, or termination of the Plan shall, without the consent of any Grantee affected thereby, impair the rights or obligations under any such Award. The effectiveness of any amendment to the Plan shall be
conditioned upon approval of such amendment by the Company’s stockholders to the extent provided by the Board or required by Applicable Laws. 
  

	6.	AWARD ELIGIBILITY AND LIMITATIONS 

 6.1 Eligible Grantees. 

Subject to this Article 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and
designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. 

  
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 6.2 Limitation on Shares of Stock Subject to Awards and Cash Awards. 

During any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, but subject to
adjustment as provided in Article 16: 
 (a) the maximum number of shares of Stock that may be granted under the Plan pursuant to
Options or SARs in a calendar year to any Person eligible for an Award under Section 6.1 is
            (            ) shares, provided that such limitation shall not apply for grants made in connection with the
Initial Public Offering and during the calendar year in which the IPO Effective Date occurs; 
 (b) the maximum number of shares of Stock
that may be granted under the Plan pursuant to Awards other than Options or SARs that are Stock-denominated and are settled either in Stock or in cash in a calendar year to any Person eligible for an Award under Section 6.1 is
            (            ) shares; and 

(c) the maximum amount that may be paid as an Annual Incentive Award (whether or not settled in cash) in a calendar year to any Person eligible
for an Award under Section 6.1 is             dollars ($            ), and the maximum amount that may be paid as a
cash-denominated Performance Award (whether or not settled in cash) for a Performance Period of greater than twelve (12) months to any Person eligible for an Award under Section 6.1 is
            dollars ($            ). 

6.3 Stand-Alone, Additional, Tandem, and Substitute Awards. 

Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or
an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for
another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or
award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate.
Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the
Fair Market Value of a share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code
Section 409A for any other Option or any SAR. 
  

	7.	AWARD AGREEMENT 

 Each Award granted pursuant to the Plan shall be evidenced by an Award
Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the
terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be
deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. 

  
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	8.	TERMS AND CONDITIONS OF OPTIONS 

 8.1 Option Price. 

The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of
Substitute Awards, the Option Price of each Option shall be at least the Fair Market Value of one (1) share of Stock on the Grant Date, provided that, in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of one (1) share of Stock on the Grant Date. In no case shall the Option Price of any
Option be less than the par value of one (1) share of Stock. 
 8.2 Vesting and Exercisability. 

Subject to Sections 8.3 and 16.3, each Option granted under the Plan shall become vested and/or exercisable at such times and
under such conditions as shall be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee, or otherwise in writing, provided that no Option shall be granted to Grantees who are entitled to overtime under
Applicable Laws that will vest or be exercisable within a six (6)-month period starting on the Grant Date. 
 8.3 Term. 

Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, on the tenth
(10th) anniversary of the Grant Date of such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option, provided
that, in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the fifth (5th) anniversary of the Grant Date of such Option,
and provided, further, that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any Option granted to a Grantee who is a foreign national or is a natural Person
who is employed outside the United States, such Option may terminate, and all rights to purchase shares of Stock thereunder may cease, upon the expiration of a period longer than ten (10) years from the Grant Date of such Option as the
Committee shall determine. 
 8.4 Termination of Service. 

Each Award Agreement with respect to the grant of an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the
right to exercise such Option following termination of such Grantee’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of Service. 

  
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 8.5 Limitations on Exercise of Option. 

Notwithstanding any provision of the Plan to the contrary, in no event may any Option be exercised, in whole or in part, after the occurrence
of an event referred to in Article 16 which results in the termination of such Option. 
 8.6 Method of Exercise. 

Subject to the terms of Article 14 and Section 19.3, an Option that is exercisable may be exercised by the
Grantee’s delivery to the Company or its designee or agent of notice of exercise on any business day, at the Company’s principal office or the office of such designee or agent, on the form specified by the Company and in accordance with
any additional procedures specified by the Committee. Such notice shall specify the number of shares of Stock with respect to which such Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares of Stock
for which such Option is being exercised, plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of such Option. 

8.7 Rights of Holders of Options. 

Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising an Option shall have none of the
rights of a stockholder of the Company (such as the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Option, to direct the voting of the shares of Stock subject to such Option, or to
receive notice of any meeting of the Company’s stockholders) until the shares of Stock subject thereto are fully paid and issued to such Grantee or other Person. Except as provided in Article 16, no adjustment shall be made for
dividends, distributions, or other rights with respect to any shares of Stock subject to an Option for which the record date is prior to the date of issuance of such shares of Stock. 

8.8 Delivery of Stock. 

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be
entitled to receive such evidence of such Grantee’s ownership of the shares of Stock subject to such Option as shall be consistent with Section 3.6. 

8.9 Transferability of Options. 

Except as provided in Section 8.10, during the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such
Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such Option. Except as provided in Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it
is granted, other than by will or the laws of descent and distribution. 
 8.10 Family Transfers. 

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or
part of an Option which is not an Incentive Stock Option to any Family Member. For the purpose of this Section 8.10, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic
relations order in settlement of marital property rights, or (c) unless Applicable Laws do not permit such a transfer, a transfer to an entity in which more than fifty percent (50%) of 

  
 17 








 
the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 8.10, any such Option shall
continue to be subject to the same terms and conditions as were applicable thereto immediately prior to such transfer. Subsequent transfers of transferred Options shall be prohibited except to Family Members of the original Grantee in accordance
with this Section 8.10 or by will or the laws of descent and distribution. The provisions of Section 8.4 relating to termination of Service shall continue to be applied with respect to the original Grantee of the Option,
following which such Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4. 

8.11 Limitations on Incentive Stock Options. 

An Option shall constitute an Incentive Stock Option only (a) if the Grantee of such Option is an Employee of the Company or any corporate
Subsidiary, (b) to the extent specifically provided in the related Award Agreement, and (c) to the extent that the aggregate Fair Market Value (determined at the time such Option is granted) of the shares of Stock with respect to which all
Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed one hundred thousand dollars ($100,000). Except to the
extent provided in the regulations under Code Section 422, this limitation shall be applied by taking Options into account in the order in which they were granted. 

8.12 Notice of Disqualifying Disposition. 

If any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Stock Option under the
circumstances provided in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition immediately, but in no event later than ten (10) days thereafter. 

 

	9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS 

 9.1 Right to Payment and SAR
Price. 
 A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (a) the
Fair Market Value of one (1) share of Stock on the date of exercise, over (b) the SAR Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price, which shall be no less than the Fair Market Value of one
(1) share of Stock on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other
Award, or without regard to any Option or other Award, provided that a SAR that is granted in tandem with all or part of an Option shall have the same term, and expire at the same time, as the related Option, and provided, further, that a SAR that
is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR. 

9.2 Other Terms. 
 The
Committee shall determine, on the Grant Date or thereafter, the time or times at which, and the circumstances under which, a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future Service
requirements); the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions; the method of exercise, method 

  
 18 








 
of settlement, form of consideration payable in settlement, method by or forms in which shares of Stock shall be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be
granted in tandem or in combination with any other Award; and any and all other terms and conditions of any SAR, provided that no SARs shall be granted to Grantees who are entitled to overtime under Applicable Laws that will vest or be exercisable
within a six (6)-month period starting on the Grant Date. 
 9.3 Term. 

Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, on the tenth (10th) anniversary of the Grant Date
of such SAR or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such SAR. 

9.4 Rights of Holders of SARs. 

Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising a SAR shall have none of the rights
of a stockholder of the Company (such as the right to receive cash or dividend payments or distributions attributable to the shares of Stock underlying such SAR, to direct the voting of the shares of Stock underlying such SAR, or to receive notice
of any meeting of the Company’s stockholders) until the shares of Stock underlying such SAR, if any, are issued to such Grantee or other Person. Except as provided in Article 16, no adjustment shall be made for dividends,
distributions, or other rights with respect to any shares of Stock underlying a SAR for which the record date is prior to the date of issuance of such shares of Stock, if any. 

9.5 Transferability of SARs. 

Except as provided in Section 9.6, during the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such
Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such SAR. Except as provided in Section 9.6, no SAR shall be assignable or transferable by the Grantee to whom it is
granted, other than by will or the laws of descent and distribution. 
 9.6 Family Transfers. 

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or
part of a SAR to any Family Member. For the purpose of this Section 9.6, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property
rights, or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such
entity. Following a transfer under this Section 9.6, any such SAR shall continue to be subject to the same terms and conditions as were in effect immediately prior to such transfer. Subsequent transfers of transferred SARs shall be
prohibited except to Family Members of the original Grantee in accordance with this Section 9.6 or by will or the laws of descent and distribution. 

  
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	10.	TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS 


10.1 Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units. 

Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may be made for consideration or for no consideration, other than
the par value of the shares of Stock, which shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate. 

10.2 Restrictions. 
 At
the time a grant of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is made, the Committee may, in its sole discretion, (a) establish a Restricted Period applicable to such Restricted Stock, Restricted Stock Units, or Deferred
Stock Units and (b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the achievement of corporate or individual performance goals, which may be applicable to all or any portion of such
Restricted Stock, Restricted Stock Units, or Deferred Stock Units as provided in Article 13. Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may not be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Awards. 

10.3 Registration; Restricted Stock Certificates. 

Pursuant to Section 3.6, to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct
registration (including transaction advices), such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement. Subject to Section 3.6 and the
immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Stock has been granted, certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date of such Restricted Stock. The Committee may provide in an Award Agreement with respect to an Award of Restricted Stock that either (a) the Secretary of the Company shall hold such certificates for such
Grantee’s benefit until such time as such shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each certificate, or
(b) such certificates shall be delivered to such Grantee, provided that such certificates shall bear legends that comply with Applicable Laws and make appropriate reference to the restrictions imposed on such Award of Restricted Stock under the
Plan and such Award Agreement. 
 10.4 Rights of Holders of Restricted Stock. 

Unless the Committee provides otherwise in an Award Agreement and subject to the restrictions set forth in the Plan, any applicable Company
program, and the applicable Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividend payments or distributions declared or paid with respect to such shares of
Restricted Stock. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock that (a) any cash dividend payments or distributions paid on Restricted Stock shall be reinvested in shares of Stock, which may or may not
be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock, or (b) any dividend payments or distributions declared or paid on shares of Restricted Stock


  
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shall only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares of Restricted Stock. Dividend payments or distributions declared or paid on
shares of Restricted Stock which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such shares of Restricted Stock are achieved, and if such performance goals are not achieved, the
Grantee of such shares of Restricted Stock shall promptly forfeit and, to the extent already paid or distributed, repay to the Company such dividend payments or distributions. All stock dividend payments or distributions, if any, received by a
Grantee with respect to shares of Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions as those applicable to such
underlying shares of Restricted Stock. 
 10.5 Rights of Holders of Restricted Stock Units and Deferred Stock Units. 

10.5.1 Voting and Dividend Rights. 

Holders of Restricted Stock Units and Deferred Stock Units shall have no rights as stockholders of the Company (such as the right to receive
dividend payments or distributions attributable to the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, to direct the voting of the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, or
to receive notice of any meeting of the Company’s stockholders). The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock Units or Deferred Stock Units that the holder of such Restricted Stock Units or Deferred
Stock Units, as applicable, shall be entitled to receive Dividend Equivalent Rights, in accordance with Article 12. 
 10.5.2
Creditor’s Rights. 
 A holder of Restricted Stock Units or Deferred Stock Units shall have no rights other than those of a general
unsecured creditor of the Company. Restricted Stock Units and Deferred Stock Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award Agreement. 

10.6 Termination of Service. 

Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award
Agreement is issued, but prior to termination of a Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Stock, Restricted Stock Units, or Deferred Stock Units held by such Grantee that have not vested, or with
respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units, the Grantee thereof shall have no further
rights with respect thereto, including any right to vote such Restricted Stock or any right to receive dividends or Dividend Equivalent Rights, as applicable, with respect to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units.

 10.7 Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units. 

The Grantee of an Award of Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be required, to the extent
required by Applicable Laws, to purchase such Restricted Stock or the shares of Stock subject to such vested Restricted Stock Units or Deferred Stock Units from the Company at a 

  
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purchase price equal to the greater of (x) the aggregate par value of the shares of Stock represented by such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units
or (y) the purchase price, if any, specified in the Award Agreement relating to such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units. Such purchase price shall be payable in a form provided in
Article 14 or, in the sole discretion of the Committee, in consideration for Service rendered or to be rendered by the Grantee to the Company or an Affiliate. 

10.8 Delivery of Shares of Stock. 

Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee,
including, without limitation, any performance goals or delayed delivery period, the restrictions applicable to Restricted Stock, Restricted Stock Units, or Deferred Stock Units settled in shares of Stock shall lapse, and, unless otherwise provided
in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or a certificate evidencing ownership of such shares of Stock shall, consistent with Section 3.6, be issued, free of all such
restrictions, to the Grantee thereof or such Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Restricted Stock Unit or
Deferred Stock Unit once the shares of Stock represented by such Restricted Stock Unit or Deferred Stock Unit have been delivered in accordance with this Section 10.8. 

 

	11.	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS 

 11.1
Unrestricted Stock Awards. 
 The Committee may, in its sole discretion, grant (or sell at the par value of a share of Stock or at such
other higher purchase price as shall be determined by the Committee) an Award to any Grantee pursuant to which such Grantee may receive shares of Unrestricted Stock under the Plan. Awards of Unrestricted Stock may be granted or sold to any Grantee
as provided in the immediately preceding sentence in respect of Service rendered or, if so provided in the related Award Agreement or a separate agreement, to be rendered by the Grantee to the Company or an Affiliate or other valid consideration, in
lieu of or in addition to any cash compensation due to such Grantee. 
 11.2 Other Equity-Based Awards. 

The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent
with the purposes of the Plan. Awards granted pursuant to this Section 11.2 may be granted with vesting, value, and/or payment conditioned upon the achievement of one or more performance goals. The Committee shall determine the terms and
conditions of Other Equity-Based Awards on the Grant Date or thereafter. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to
termination of a Grantee’s Service, upon the termination of such Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not
lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof shall have no further rights with respect to such Other Equity-Based Award. 

  
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	12.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS 

 12.1 Dividend Equivalent Rights.

 A Dividend Equivalent Right may be granted hereunder, provided that no Dividend Equivalent Rights may be granted in connection with,
or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement therefor. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently
(with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of Stock or Awards, which may thereafter accrue additional Dividend Equivalent Rights (with or without being subject to
forfeiture or a repayment obligation). Any such reinvestment shall be at the Fair Market Value thereof on the date of such reinvestment. Dividend Equivalent Rights may be settled in cash, shares of Stock, or a combination thereof, in a single
installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may (a) provide that such Dividend Equivalent Right shall be settled upon
exercise, settlement, or payment of, or lapse of restrictions on, such other Award and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award or (b) contain terms and
conditions which are different from the terms and conditions of such other Award, provided that Dividend Equivalent Rights credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests or is earned based upon
the achievement of performance goals shall not vest unless such performance goals for such underlying Award are achieved, and if such performance goals are not achieved, the Grantee of such Dividend Equivalent Rights shall promptly forfeit and, to
the extent already paid or distributed, repay to the Company payments or distributions made in connection with such Dividend Equivalent Rights. 

12.2 Termination of Service. 

Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award
Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon such Grantee’s termination of Service for any reason. 
  

	13.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS 

 13.1 Grant of
Performance Awards and Annual Incentive Awards. 
 Subject to the terms and provisions of the Plan, the Committee, at any time and from
time to time, may grant Performance Awards and/or Annual Incentive Awards in such amounts and upon such terms as the Committee shall determine. 

13.2 Value of Performance Awards and Annual Incentive Awards. 

Each Performance Award and Annual Incentive Award shall have an initial actual or target cash value or an actual or target number of shares of
Stock that is established by the Committee as of the Grant Date. The Committee shall set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the amount of cash or value and/or number of
shares of Stock that will be paid out to the Grantee thereof. 

  
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 13.3 Earning of Performance Awards and Annual Incentive Awards. 

Subject to the terms of the Plan, in particular Section 13.6.3, after the applicable Performance Period has ended, the Grantee of a
Performance Award or Annual Incentive Award shall be entitled to receive a payout of the value earned under such Performance Award or Annual Incentive Award by such Grantee over such Performance Period, to be determined based on the extent to which
the corresponding performance goals have been achieved. 
 13.4 Form and Timing of Payment of Performance Awards and Annual Incentive
Awards. 
 Payment of the value earned under Performance Awards and Annual Incentive Awards shall be made, as determined by the
Committee, in the form, at the time, and in the manner described in the applicable Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, (a) may pay the value earned under Performance Awards in the form of
cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or other Awards that are subject to any restrictions deemed appropriate by the Committee, and (b) shall pay the value earned under Performance Awards
and Annual Incentive Awards at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that the performance goal or goals relating thereto have been achieved, provided that, unless
specifically provided in the Award Agreement, such payment shall occur no later than the fifteenth (15th) day of the third
(3rd) month following the end of the calendar year in which the Performance Period ends. 

13.5 Performance Conditions. 

The right of a Grantee to exercise or to receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. If and to the extent required under Code
Section 162(m), any power or authority relating to an Award intended to qualify under Code Section 162(m) shall be exercised by the Committee and not by the Board. 

13.6 Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees. 

If and to the extent that the Committee determines that a Performance Award or Annual Incentive Award to be granted to a Grantee who is
designated by the Committee as likely to be a Covered Employee should constitute Qualified Performance-Based Compensation for purposes of Code Section 162(m), the grant, exercise, and/or settlement of such Award shall be conditioned upon
achievement of pre-established performance goals and other terms set forth in this Section 13.6. 
 13.6.1 Performance Goals
Generally. 
 The performance goals for Performance Awards or Annual Incentive Awards shall consist of one or more business criteria and
a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 13.6. Performance goals shall be objective and shall otherwise meet the requirements of Code
Section 162(m), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Awards
shall be granted, exercised, and/or settled upon achievement of any single performance goal or of two (2) or more performance goals. Performance goals may differ for Awards granted to any one Grantee or to different Grantees. 

  
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 13.6.2 Timing For Establishing Performance Goals. 

Performance goals shall be established not later than the earlier of (a) ninety (90) days after the beginning of any Performance
Period applicable to such Awards, and (b) the date on which twenty-five percent (25%) of any Performance Period applicable to such Awards has expired, or at such other date as may be required or permitted for compensation payable to a
Covered Employee to constitute Qualified Performance-Based Compensation. 
 13.6.3 Payment of Awards; Other Terms. 

Payment of such Awards shall be in cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or Awards that
are subject to any restrictions deemed appropriate by the Committee, in each case as determined in the sole discretion of the Committee. The Committee may, in its sole discretion, reduce the amount of a payment otherwise to be made in connection
with such Awards. The Committee shall specify the circumstances in which such Performance Awards or Annual Incentive Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a Performance Period or
settlement of such Awards. In the event payment of the Performance Award is made in the form of another Award subject to Service-based vesting, the Committee shall specify the circumstances in which the payment Award shall be paid or forfeited in
the event of a termination of Service. 
 13.6.4 Performance Measures. 

The performance goals upon which the vesting or payment of a Performance Award or Annual Incentive Award to a Covered Employee that is intended
to constitute Qualified Performance-Based Compensation may be conditioned shall be limited to the following Performance Measures, with or without adjustment (including pro forma adjustments): 

 

	 	(a)	net earnings or net income; 

  

	 	(b)	operating earnings; 

  

	 	(c)	pretax earnings; 

  

	 	(d)	earnings per share; 

  

	 	(e)	share price, including growth measures and total stockholder return; 

  

	 	(f)	earnings before interest and taxes; 

  

	 	(g)	earnings before interest, taxes, depreciation, and/or amortization; 

  

	 	(h)	earnings before interest, taxes, depreciation, and/or amortization as adjusted to exclude any one or more of the following: 

  

	 	•	 	stock-based compensation expense; 


  
 25 









	 	•	 	income from discontinued operations; 

  

	 	•	 	gain on cancellation of debt; 

  

	 	•	 	debt extinguishment and related costs; 

  

	 	•	 	restructuring, separation, and/or integration charges and costs; 

  

	 	•	 	reorganization and/or recapitalization charges and costs; 

  

	 	•	 	impairment charges; 

  

	 	•	 	merger-related events; 

  

	 	•	 	impact of purchase accounting; 

  

	 	•	 	gain or loss related to investments; 

  

	 	•	 	amortization of intangible assets; 

  

	 	•	 	sales and use tax settlements; 

  

	 	•	 	legal proceeding settlements; 

  

	 	•	 	gain on non-monetary transactions; and 

  

	 	•	 	adjustments for the income tax effect of any of the above adjustments; 

  

	 	(i)	sales or revenue growth or targets, whether in general or by type of product, service, or customer; 

  

	 	(j)	gross or operating margins; 

  

	 	(k)	return measures, including return on assets, capital, investment, equity, sales, or revenue; 

  

	 	(l)	cash flow, including: 

  

	 	•	 	operating cash flow; 

  

	 	•	 	free cash flow, defined as (i) operating cash flow less capital expenditures or (ii) earnings before interest, taxes, depreciation, and/or amortization (as adjusted to exclude any one or more of the items that
may be excluded pursuant to the Performance Measure specified in clause (h) above) less capital expenditures; 

  

	 	•	 	levered free cash flow, defined as free cash flow less interest expense; 

  

	 	•	 	cash flow return on equity; and 

  

	 	•	 	cash flow return on investment; 


  
 26 









	 	(m)	productivity ratios; 

  

	 	(n)	costs, reductions in cost, and cost control measures; 

  

	 	(o)	expense targets; 

  

	 	(p)	market or market segment share or penetration; 

  

	 	(q)	financial ratios as provided in credit agreements of the Company and its subsidiaries; 

  

	 	(r)	working capital targets; 

  

	 	(s)	completion of acquisitions of businesses, companies, or assets or completion of integration activities following an acquisition of businesses, companies, or assets; 


 

	 	(t)	completion of divestitures and asset sales; 

  

	 	(u)	regulatory achievements or compliance; 

  

	 	(v)	customer satisfaction measurements; 

  

	 	(w)	execution of contractual arrangements or satisfaction of contractual requirements or milestones; 

  

	 	(x)	product development achievements; 

  

	 	(y)	monthly recurring revenue; 

  

	 	(z)	revenue retention rates; and 

  

	 	(aa)	any combination of the foregoing business criteria. 

 Performance under any of the foregoing
Performance Measures (a) may be used to measure the performance of (i) the Company, its Subsidiaries, and other Affiliates as a whole, (ii) the Company, any Subsidiary, any other Affiliate, or any combination thereof, or
(iii) any one or more business units or operating segments of the Company, any Subsidiary, and/or any other Affiliate, in each case as the Committee, in its sole discretion, deems appropriate, and (b) may be compared to the performance of
one or more other companies or one or more published or special indices designated or approved by the Committee for such comparison, as the Committee, in its sole discretion, deems appropriate. In addition, the Committee, in its sole discretion, may
select performance under the Performance Measure specified in clause (e) above for comparison to performance under one or more stock market indices designated or approved by the Committee. The Committee shall also have the authority to provide
for accelerated vesting of any Performance Award or Annual Incentive Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 13. 

  
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 13.6.5 Evaluation of Performance. 

The Committee may provide in any Performance Award or Annual Incentive Award that any evaluation of performance may include or exclude any of
the following events that occur during a Performance Period: (a) asset write-downs; (b) litigation or claims, judgments, or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions
affecting reported results; (d) any reorganization or restructuring events or programs; (e) extraordinary, unusual, non-core, non-operating, or non-recurring items and items that are either of an unusual nature or of a type that indicates
infrequency of occurrence as a separate component of income from continuing operations; (f) acquisitions or divestitures; (g) foreign exchange gains and losses; (h) impact of repurchase of shares of Stock acquired through share
repurchase programs; (i) tax valuation allowance reversals; (j) impairment expense; and (k) environmental expense. To the extent such inclusions or exclusions affect Awards to Covered Employees that are intended to constitute
Qualified Performance-Based Compensation, such inclusions or exclusions shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility. 

13.6.6 Adjustment of Performance-Based Compensation. 

The Committee shall have the sole discretion to adjust Awards that are intended to qualify as Qualified Performance-Based Compensation, either
on a formula or discretionary basis, or on any combination thereof, as the Committee determines consistent with the requirements of Code Section 162(m) for deductibility. 

13.6.7 Committee Discretion. 

In the event that Applicable Laws change to permit Committee discretion to alter the governing Performance Measures without obtaining
stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval, provided that the exercise of such discretion shall not be inconsistent with the requirements of Code
Section 162(m). In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Qualified Performance-Based Compensation, the Committee may make such grants without satisfying the
requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 13.6.4. 

13.6.8 Status of Awards Under Code Section 162(m). 

The Company intends that Awards under Section 13.6 granted to Grantees who are designated by the Committee as likely to be Covered
Employees shall, if so designated by the Committee, constitute Qualified Performance-Based Compensation. Accordingly, the terms of Section 13.6, including the definitions of Covered Employee and other terms used therein, shall be
interpreted in a manner consistent with Code Section 162(m) and no payment of any such Award shall occur before the Committee has certified that the applicable performance goals have been satisfied. If any provision of the Plan, the applicable
Award Agreement, or any other agreement relating to any such Award does not comply or is inconsistent with the requirements of Code Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such
requirements. Notwithstanding the foregoing, any Performance Award that is an Award of Options, SARs, or Restricted Stock granted under the Plan on the IPO Effective Date and thereafter and before the end of the reliance period set forth in Treasury
Regulation Section 1.162-27(f)(2), as determined by the Committee, need not be designated by the Committee as constituting Qualified Performance-Based Compensation. 

  
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	14.	FORMS OF PAYMENT 

 14.1 General Rule. 

Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for
Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units shall be made in cash or in cash equivalents acceptable to the Company. 

14.2 Surrender of Shares of Stock. 

To the extent that the applicable Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the
exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made all or in part through the tender or attestation to the Company of shares of Stock, which shall
be valued, for purposes of determining the extent to which such Option Price or purchase price has been paid thereby, at their Fair Market Value on the date of such tender or attestation. 

14.3 Cashless Exercise. 

To the extent permitted by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for shares of Stock
purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to
deliver all or part of the proceeds of such sale to the Company in payment of such Option Price and any withholding taxes described in Section 19.3. 

14.4 Other Forms of Payment. 

To the extent that the applicable Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option
Price for shares of Stock purchased pursuant to exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made in any other form that is consistent with
Applicable Laws, including (a) with respect to Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units only, Service rendered or to be rendered by the Grantee thereof to the Company or an Affiliate and (b) with
the consent of the Company, by withholding the number of shares of Stock that would otherwise vest or be issuable in an amount equal in value to the Option Price or purchase price and/or the required tax withholding amount. 

 

	15.	REQUIREMENTS OF LAW 

 15.1 General. 

The Company shall not be required to offer, sell, or issue any shares of Stock under any Award, whether pursuant to the exercise of an Option,
a SAR, or otherwise, if the offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other Person of any provision of the Company’s certificate of incorporation or bylaws or
of Applicable Laws, including any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration, or qualification of any shares of Stock subject to an Award upon any
Stock Exchange or 

  
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Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, sale, issuance, or purchase of shares of Stock in
connection with any Award, no shares of Stock may be offered, sold, or issued to the Grantee or any other Person under such Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, unless such listing, registration, or
qualification shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of such Award. Without limiting the generality of the foregoing,
upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the shares of Stock
subject to such Award, the Company shall not be required to offer, sell, or issue such shares of Stock unless the Committee shall have received evidence satisfactory to it that the Grantee or any other Person exercising such Option or SAR or
accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination by the Committee in connection with the foregoing shall be final, binding, and conclusive. The
Company may register, but shall in no event be obligated to register, any shares of Stock or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an
Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option
or SAR under circumstances in which the laws of such jurisdiction apply shall be deemed to be conditioned upon the effectiveness of such registration or the availability of such an exemption. 

15.2 Rule 16b-3. 
 During
any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, it is the intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that
would otherwise be subject to Section 16(b) of the Exchange Act shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the
requirements of such Rule 16b-3, such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by Applicable Laws and deemed advisable by the Committee and shall not affect the validity of the Plan. In the
event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself of the
benefits of, the revised exemption or its replacement. 
  

	16.	EFFECT OF CHANGES IN CAPITALIZATION 

 16.1 Changes in Stock. 

If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different
number of shares or kind of Capital Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other
distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of Capital Stock for which grants of
Options and other Awards may be made under the Plan, including the Share Limit set forth in Section 4.1 and the individual 

  
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share limitations set forth in Section 6.2, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of Capital Stock for which
Awards are outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before
such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable,
but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without
receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary cash dividend, but excluding a
non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to Section 3.1.2 shall, in such manner as the Board or the Committee deems
appropriate, adjust (a) the number and kind of shares of Capital Stock subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding SARs
as required to reflect such distribution. 
 16.2 Transaction in Which the Company Is the Surviving Entity Which Does not Constitute a
Change in Control. 
 Subject to Section 16.3, if the Company shall be the surviving entity in any reorganization, merger, or
consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall pertain to and apply to the Capital Stock to which a holder of the number of shares
of Stock subject to such Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the per share Option Price or SAR Price of any outstanding Option or SAR so
that the aggregate Option Price or SAR Price thereafter shall be the same as the aggregate Option Price or SAR Price of the shares of Stock remaining subject to the Option or SAR as in effect immediately prior to such reorganization, merger, or
consolidation. Subject to any contrary language in an Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement shares of Capital
Stock subject to such Award received by the Grantee as a result of such reorganization, merger, or consolidation. In the event of any reorganization, merger, or consolidation of the Company referred to in this Section 16.2, Performance
Awards and Annual Incentive Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the Capital Stock that a holder of the number of shares of
Stock subject to the Performance Awards or Annual Incentive Awards, as applicable, would have been entitled to receive immediately following such reorganization, merger, or consolidation. 

16.3 Change in Control in Which Awards are not Assumed. 

Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing,
upon the occurrence of a Change in Control in which outstanding Awards are not being assumed or continued, the following provisions shall apply to such Awards, to the extent not assumed or continued: 

(a) Immediately prior to the occurrence of such Change in Control, in each case with the exception of Performance Awards and Annual Incentive
Awards, all outstanding shares of Restricted Stock and all Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights shall be deemed to have vested, and all shares of Stock and/or cash subject to such Awards shall be delivered;
and either or both of the following two (2) actions shall be taken: 

  
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 (i) At least fifteen (15) days prior to the scheduled consummation of such
Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days. Any exercise of an Option or SAR during this fifteen (15)-day period shall be
conditioned upon the consummation of the applicable Change in Control and shall be effective only immediately before the consummation thereof, and upon consummation of such Change in Control, the Plan and all outstanding but unexercised Options and
SARs shall terminate, with or without consideration (including, without limitation, consideration in accordance with clause (ii) below) as determined by the Committee in its sole discretion. The Committee shall send notice of an event that
shall result in such a termination to all Persons who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders. 

and/or 

(ii) The Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Stock,
Restricted Stock Units, Deferred Stock Units, and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or Capital Stock having a value (as determined by the Committee acting in
good faith), in the case of Restricted Stock, Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights (for shares of Stock subject thereto), equal to the formula or fixed price per share paid to holders of shares of Stock
pursuant to such Change in Control and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to such Options or SARs multiplied by the amount, if any, by which (x) the formula or fixed price per share
paid to holders of shares of Stock pursuant to such transaction exceeds (y) the Option Price or SAR Price applicable to such Options or SARs. 

(b) For Performance Awards and Annual Incentive Awards, if less than half of the Performance Period has lapsed, such Awards shall be treated as
though the target performance thereunder has been achieved. If at least half the Performance Period has lapsed, actual performance to date shall be determined as of a date reasonably proximate to the date of consummation of the Change in Control as
determined by the Committee in its sole discretion, and that level of performance thus determined shall be treated as achieved immediately prior to occurrence of the Change in Control. For purposes of the preceding sentence, if, based on the
discretion of the Committee, actual performance is not determinable, the Performance Awards and Annual Incentive Awards shall be treated as though the target performance thereunder has been achieved. After application of this
Section 16.3(b), if any Awards arise from application of this Article 16, such Awards shall be settled under the applicable provision of Section 16.3(a). 

(c) Other Equity-Based Awards shall be governed by the terms of the applicable Award Agreement. 

  
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 16.4 Change in Control in Which Awards are Assumed. 

Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing,
upon the occurrence of a Change in Control in which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued: 

The Plan and the Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other
Equity-Based Awards granted under the Plan shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the
assumption or continuation of such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards, or for the substitution for such Options, SARs, Restricted Stock, Restricted
Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards of new stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other
equity-based awards relating to the Capital Stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of
options and stock appreciation rights. 
 16.5 Adjustments.  

Adjustments under this Article 16 related to shares of Stock or other Capital Stock of the Company shall be made by the Committee,
whose determination in that respect shall be final, binding, and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share. The Committee may provide in the applicable Award Agreement as of the Grant Date, in another agreement with the Grantee, or otherwise in writing at any time thereafter with the consent of the
Grantee, for different provisions to apply to an Award in place of those set forth in Section 16.1, Section 16.2, Section 16.3, and Section 16.4. This Article 16 shall not limit the Committee’s
ability to provide for alternative treatment of Awards outstanding under the Plan in the event of a change in control event involving the Company that is not a Change in Control. 

16.6 No Limitations on Company. 

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or
assets of any Subsidiary or other Affiliate) or engage in any other transaction or activity. 
  

	17.	MARKET STAND-OFF 

 In connection with the IPO, unless a Grantee or the Company has a
written agreement with the underwriters of the offering that provides otherwise, such Grantee agrees not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right, or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, whether or not covered by an Award, or any securities convertible into or 


  
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exercisable or exchangeable for shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree to engage in any of the foregoing transactions, without the prior written consent of the Company
and such underwriters, for such period of time after the date of the IPO prospectus as shall have been determined by the Company and such underwriters. Such Grantee further agrees to execute such agreements and instruments as may be reasonably
requested by the Company or such underwriters that are consistent with this undertaking or that are necessary to give further effect to the undertaking. 
  

	18.	PARACHUTE LIMITATIONS 

 If any Grantee is a Disqualified Individual, then,
notwithstanding any other provision of the Plan or of any Other Agreement to the contrary and notwithstanding any Benefit Arrangement, any right of such Grantee to any exercise, vesting, payment, or benefit under the Plan shall be reduced or
eliminated: 
 (a) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments,
or benefits to or for the Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment, or benefit to such Grantee under the Plan to be considered a Parachute Payment; and 

(b) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by such Grantee from the Company under the
Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by such Grantee without causing any such payment or benefit to be considered a Parachute Payment. 

Except as required by Code Section 409A or to the extent that Code Section 409A permits discretion, the Committee shall have the
right, in the Committee’s sole discretion, to designate those rights, payments, or benefits under the Plan, all Other Agreements, and all Benefit Arrangements that should be reduced or eliminated so as to avoid having such rights, payments, or
benefits be considered a Parachute Payment, provided that, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A, the Company shall instead accomplish such
reduction by first reducing or eliminating any cash payments (with the payments to be made latest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance Awards and Annual Incentive Awards, then by
reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock, Restricted Stock Units, or Deferred Stock Units, then by reducing or eliminating any other remaining
Parachute Payments. 
  

	19.	GENERAL PROVISIONS 

 19.1 Disclaimer of Rights. 

No provision in the Plan, any Award, or any Award Agreement shall be construed (a) to confer upon any individual the right to remain in
the Service of the Company or an Affiliate, (b) to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or decrease the compensation or other payments to any Person at any time,
or (c) to terminate any Service or other relationship between any Person and the Company or an Affiliate. In addition, notwithstanding any provision of the Plan 

  
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to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by
any change of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those
amounts provided herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise to hold any amounts in trust
or escrow for payment to any Grantee or beneficiary under the terms of the Plan. 
 19.2 Nonexclusivity of the Plan. 

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating
any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual
or particular individuals) as the Board in its discretion determines desirable. 
 19.3 Withholding Taxes. 

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any
federal, state, or local taxes of any kind required by Applicable Laws to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or
pursuant to any other Award. At the time of such vesting, lapse of restrictions, or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to
be necessary to satisfy such withholding obligation, provided that if there is a same-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to
the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by
causing the Company or such Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (b) by delivering to the Company or such Affiliate shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered
shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such Affiliate as of the date on which the
amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 19.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not subject to any repurchase,
forfeiture, unfulfilled vesting, or other similar requirements. To the extent required to avoid adverse accounting consequences to the Company, the maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state,
or local tax withholding requirements upon the vesting, lapse of restrictions, or exercise applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, may not exceed such number of shares of Stock having a Fair
Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state, or local taxing authority with respect to such vesting, lapse of restrictions, exercise, or
payment of shares of Stock. 

  
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 19.4 Captions. 

The use of captions in the Plan or any Award Agreement is for convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement. 
 19.5 Construction. 

Unless the context otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”

 19.6 Other Provisions. 

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the
Committee, in its sole discretion. 
 19.7 Number and Gender. 

With respect to words used in the Plan, the singular form shall include the plural form, and the masculine gender shall include the feminine
gender, as the context requires. 
 19.8 Severability. 

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction,
the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. 

19.9 Governing Law. 
 The
Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan and the instruments evidencing the Awards hereunder to the substantive laws of any other jurisdiction. 

19.10 Foreign Jurisdictions. 

To the extent the Committee determines that the material terms set by the Committee imposed by the Plan preclude the achievement of the
material purposes of the Plan in jurisdictions outside the United States, the Committee shall have the authority and discretion to modify those terms and provide for such additional terms and conditions as the Committee determines to be necessary,
appropriate, or desirable to accommodate differences in local law, policy, or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices, or supplements to, or amendments, restatements, or
alternative versions of, the Plan as in effect for any other purposes. The special terms and any such sub-plans, appendices, supplements, amendments, restatements, or alternative versions, however, shall not include any provisions that are
inconsistent with the terms of the Plan as in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the Company’s stockholders. 

  
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 19.11 Section 409A of the Code. 

The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted,
the Plan shall be interpreted and administered to be in compliance with Code Section 409A. Any payments described in the Plan that are due within the Short-Term Deferral Period shall not be treated as deferred compensation unless Applicable
Laws require otherwise. Any grant of an Option or SAR pursuant to the Plan is intended to comply with the “stock rights” exemption from Code Section 409A. Notwithstanding any provision of the Plan to the contrary, to the extent
required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6)-month period immediately following
the Grantee’s Separation from Service shall instead be paid on the first payroll date after the six (6)-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). 

Furthermore, notwithstanding anything in the Plan to the contrary, in the case of an Award that is characterized as deferred compensation
under Code Section 409A, and pursuant to which settlement and delivery of the cash or shares of Stock subject to the Award is triggered based on a Change in Control, in no event shall a Change in Control be deemed to have occurred for purposes
of such settlement and delivery of cash or shares of Stock if the transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of”
the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). If an Award characterized as deferred compensation under Code Section 409A is not settled and delivered
on account of the provision of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement and delivery triggering event that is a permissible triggering event under Code Section 409A. No provision of this
paragraph shall in any way affect the determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation under Code Section 409A. 

Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of
any excise tax or penalty on any Grantee under Code Section 409A, and neither the Company or an Affiliate nor the Board or the Committee shall have any liability to any Grantee for such tax or penalty. 

19.12 Limitation on Liability. 

No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award,
or any Award Agreement. Notwithstanding any provision of the Plan to the contrary, none of the Company, an Affiliate, the Board, the Committee, or any person acting on behalf of the Company, an Affiliate, the Board, or the Committee shall be liable
to any Grantee or to the estate or beneficiary of any Grantee or to any other holder of an Award under the Plan by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure
of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason of Code Section 4999, or otherwise asserted with respect to the Award, provided, that this Section 19.12 shall not affect any of
the rights or obligations set forth in an applicable agreement between the Grantee and the Company or an Affiliate. 

  
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 To record adoption of the Plan by the Board as of
             and approval of the Plan by the Company’s stockholder as of             , the Company has caused its authorized
officer to execute the Plan. 
  

			
	SECUREWORKS CORP.
		
	By:	 	  

	Name:	 	
	Title: