RARE Hospitality International Long-Term Incentive Plan



 Exhibit 10(aa) 
 RARE HOSPITALITY INTERNATIONAL, INC. 
 AMENDED AND RESTATED 2002 LONG TERM INCENTIVE PLAN

 (Amended and Restated Effective as of October 1, 2007, as further amended June 19, 2008,
 December 31, 2008 and June 18, 2009) 
 ARTICLE 1 
 PURPOSE 
 1.1. General. The purpose of the RARE Hospitality International, Inc. Amended and Restated 2002 Long Term Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of Darden
Restaurants, Inc. (the “Company”), by linking the personal interests of employees, officers, directors, consultants and advisors of the Company or any Affiliate (as defined below) who, as of September 30, 2007, were employees,
officers, directors, consultants and advisors to RARE Hospitality International, Inc. (“RARE”) or its subsidiaries or affiliates to those of Company shareholders and by providing such persons with an incentive for outstanding performance.
The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors, consultants and advisors upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of stock options and restricted stock awards from time to time to selected employees, officers, directors, consultants and advisors of
the Company or any Affiliate. 
 ARTICLE 2 
 DEFINITIONS 
 2.1. Definitions. When a word or phrase appears in the Plan with the initial
letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section 2.1 unless a clearly different meaning is required by the context. The following
words and phrases shall have the following meanings: 
 (a) “Affiliate” means (i) any Subsidiary or Parent, or
(ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee. 
 (b) “Award” means any Option or Restricted Stock Award granted to a Participant under the Plan. 
 (c) “Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the
terms and conditions of an Award. An Award Certificate may be in an electronic medium and need not be signed by a representative of the Company. 
 (d) “Board” means the Board of Directors of the Company. 







 (e) “Cause”, with respect to a Participant who is (i) an officer or
employee, shall have the meaning assigned such term in the employment agreement, if any, between such Participant and the Company or an Affiliate, provided, however, that if there is no such employment agreement in which such term is defined, and
unless otherwise defined in the applicable Award Certificate, “Cause” means any of the following acts by the Participant, as determined by the Board: gross neglect of duty, prolonged absence from duty without the consent of the Company,
acceptance of a position with another employer without consent of the Company, intentionally engaging in any activity that is in conflict with or adverse to the business or other interests of the Company, or willful misconduct, misfeasance or
malfeasance of duty which is reasonably determined to be detrimental to the Company, or (ii) is a director, consultant or advisor means any of the following acts by the Participant, as determined by the Board, unless a contrary definition is
contained in the applicable Award Certificate: (A) the Participant’s egregious and willful misconduct, or (B) the Participant’s final conviction of a felonious crime; provided, however, that the foregoing definition shall only
apply to Awards granted prior to September 30, 2007. 
 (f) “Change of Control” shall have the meaning set
forth in an Award Certificate, provided that, with respect to Awards granted prior to September 30, 2007, “Change of Control” means and includes each of the following: 
 (1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 25% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (i) any acquisition by a Person who
is on the Effective Date the beneficial owner of 25% or more of the Outstanding Company Voting Securities, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this definition; 

(2) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
  

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 (3) Consummation of a reorganization, merger, share exchange or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Voting Securities, and (ii) no Person
(excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more
of the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 

(4) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 
 (g) “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 (h) “Committee” means the committee of the Board described in Article 4. 
 (i) “Company” means Darden Restaurants, Inc., a Florida corporation, its successors and assigns. 
 (j) “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee,
officer, director, consultant or advisor of the Company or an Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option, “Continuous Status as a Participant” means the absence of any interruption or
termination of service as an employee of the Company or any Parent or Subsidiary, as applicable. Continuous Status as a Participant shall not be considered interrupted in the case of any leave of absence authorized in writing by the Company prior to
its commencement. 
 (k) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).

  

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 (l) “Disability” shall mean any illness or other physical or mental condition
of a Participant that renders the Participant incapable of performing his customary and usual duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental
disorder which, in the judgment of the Committee, is permanent and continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition.
Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code. 
 (m) “Effective Date” means the date set forth in Section 3.1. 
 (n) “Eligible Participant” means an employee, officer, director, consultant or advisor of the Company or any Affiliate.

 (o) “Exchange” means the New York Stock Exchange or any national securities exchange on which the Stock may from
time to time be listed or traded. 
 (p) “Fair Market Value”, on any date, means with respect to any property
(including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless
otherwise determined by the Committee, the Fair Market Value of Shares on a given date for purposes of the Plan shall be the mean of the high and low sales prices of the Shares on the New York Stock Exchange as reported in the consolidated
transaction reporting system on such date or, if such Exchange is not open for trading on such date, on the most recent preceding date when such Exchange is open for trading. 
 (q) “Good Reason” for a Participant’s termination of employment after a Change of Control shall have the meaning assigned
such term in the employment agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment agreement in which such term is defined, or unless otherwise specified in the Award
Certificate, “Good Reason” shall mean any of the following acts by the employer without the consent of the Participant (in each case, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied
by the employer promptly after receipt of notice thereof given by the Participant): (i) the assignment to the Participant of duties materially inconsistent with the Participant’s position, authority, duties or responsibilities as in effect
immediately prior to the Change of Control, or (ii) a reduction by the employer in the Participant’s base salary or benefits as in effect immediately prior to the Change of Control, unless a similar reduction is made in salary and benefits
of peer employees, or (iii) the Company’s requiring the Participant to be based at any office or location more than 50 miles from the office or location at which the Participant was stationed immediately prior to the Change of Control;
provided, however, that the foregoing definition shall only apply to Awards granted prior to September 30, 2007. 
 (r)
“Grant Date” means the date an Award is made by the Committee. 
  

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 (s) “Incentive Stock Option” means an Option that is designated as an Incentive
Stock Option and that meets the requirements of Section 422 of the Code or any successor provision thereto. 
 (t)
“Non-Employee Director” means a director of the Company who is not a common law employee of the Company or any Affiliate. 
 (u) “Non-Qualified Stock Option” means an Option that is not intended to be an Incentive Stock Option or which does not meet the requirements of Section 422 of the Code or any successor provision thereto. 
 (v) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during
specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option. 
 (w)
“Parent” means a company, limited liability company, partnership or other entity that owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an
Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code. 
 (x)
“Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to
Section 9.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision. 
 (y) “Plan” means the RARE Hospitality International, Inc. Amended and Restated 2002 Long-Term Incentive Plan, as amended from
time to time. 
 (z) “Qualified Performance-Based Award” means (i) a Restricted Stock Award that is intended to
qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Performance Criteria as set forth in Section 9.10, or (ii) an Option having an exercise price equal to or greater than the Fair
Market Value of the underlying Stock as of the Grant Date. 
 (aa) “Qualified Performance Criteria” means one or
more of the performance criteria listed in Section 9.10 upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee. 
 (bb) “Restricted Stock Award” means Stock granted to a Participant under Article 8 that is subject to certain restrictions and
to risk of forfeiture. 
 (cc) “Restricted Stock Unit Award” means the right to receive shares of Stock or cash
based upon the Fair Market Value of a specified number of shares of Stock in the future, granted to a Participant under Article 8. 
  

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 (dd) “Section 162(m) Exemption” means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto. 
 (ee) “Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Section 10.1, the term “Shares” shall also include any shares of stock or
other securities that are substituted for Shares or into which Shares are adjusted pursuant to Section 10.1. 
 (ff)
“Stock” means the no par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 10. 
 (gg) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the
Code. 
 (hh) “1933 Act” means the Securities Act of 1933, as amended from time to time. 
 (ii) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time. 
 ARTICLE 3 
 EFFECTIVE DATE

 3.1. Effective Date. The Plan originally became effective as of May 13, 2002, the date it was first approved by a majority
of the shareholders of RARE. An amended and restated version of the Plan was approved by the shareholders of RARE effective as of April 10, 2003, and a second amended and restated version of the Plan was approved by the shareholders effective
as of May 10, 2004 (the “Effective Date”). The shareholders of RARE approved further amendments to the Plan at the 2007 annual meeting of shareholders on May 8, 2007. 
 3.2. Termination of Plan. No Awards may be granted under the Plan after the ten-year anniversary of the Effective Date, but the Plan shall remain
in effect as long as any Awards under it are outstanding. 
 ARTICLE 4 
 ADMINISTRATION 
 4.1. Committee. The Plan shall be administered by the
Compensation Committee of the Board. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a
“Non-Employee Director” within the meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m) of the Code. To the extent the Board has reserved any authority and responsibility or during any time
that the Board is acting as 

  

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administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this
Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control. 
 4.2. Actions and Interpretations by the Committee. For purposes of administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the
Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or
any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 
 4.3.
Authority of Committee. Except as provided below, the Committee has the exclusive power, authority and discretion to: 
 (a) Grant Awards; 
 (b) Designate Participants; 
 (c) Determine the type or types of Awards to be granted to each Participant; 
 (d) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; 
 (e) Determine the terms and conditions of any Award granted under the Plan, including but not limited to, the exercise price or grant
price, any restrictions or limitations on the Award, any schedule for lapse of restrictions on the exercisability of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion
determines; 
 (f) Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award, in accordance
with Article 9, based in each case on such considerations as the Committee in its sole discretion determines; 
 (g) Determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Option may be canceled, forfeited, or surrendered; 
 (h) Prescribe the form of each Award Certificate, which need not be identical for each Participant; 
 (i) Decide all other matters that must be determined in connection with an Award; 
  

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 (j) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may
deem necessary or advisable to administer the Plan; 
 (k) Make all other decisions and determinations that may be required
under the Plan or as the Committee deems necessary or advisable to administer the Plan; 
 (l) Amend the Plan or any Award
Certificate as provided herein; and 
 (m) Adopt such modifications, procedures, and subplans as may be necessary or desirable
to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other jurisdictions and to meet the
objectives of the Plan. 
 Notwithstanding the foregoing, grants of Awards to Non-Employee Directors hereunder shall be made only in
accordance with the terms, conditions and parameters of one or more separate “formula” subplans for the compensation of Non-Employee Directors, and the Committee may not make discretionary grants hereunder to Non-Employee Directors.

 To the extent permitted under Florida law, the Board or the Committee may expressly delegate to a special committee consisting of one or
more directors who are also officers of the Company some or all of the Committee’s authority under subsections (a) through (i) above, except that no delegation of its duties and responsibilities may be made to officers of the Company
with respect to Awards to Eligible Participants who are, or who are anticipated to be become, either (i) Covered Employees or (ii) persons subject to the short-swing profit rules of Section 16 of the 1934 Act. The acts of such
delegates shall be treated hereunder as acts of the Committee and such delegates shall report to the Committee regarding the delegated duties and responsibilities. 
 The Company intends that Awards and Restricted Stock Units under the Plan shall satisfy the requirements of Section 409A of the Code to avoid any adverse tax results thereunder and the Committee shall administer
and interpret the Plan and all Award Certificates and Restricted Stock Unit Awards in a manner consistent with that intent. In this regard, if any provision of the Plan, an Award Certificate, or a Restricted Stock Unit Award would
result in adverse tax consequences under Section 409A of the Code, the Committee may amend that provision (or take any other action reasonably necessary) to avoid any adverse tax results and no action taken to comply with Section 409A of
the Code shall be deemed to impair or otherwise adversely affect the rights of any holder of an Award or Restricted Stock Unit or beneficiary thereof. 
 4.4. Award Certificates. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

  

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 ARTICLE 5 
 SHARES SUBJECT TO THE PLAN 
 5.1. Number of Shares. Subject to adjustment as provided in
Section 10.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 3,899,227, of which 399,227 are available only for issuance pursuant to the exercise of Options and may not be
granted as Awards of Restricted Stock or Restricted Stock Units. 
 5.2. Share Counting. 
 (a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued Shares subject to
the Award will again be available for issuance pursuant to Awards granted under the Plan. 
 (b) For purposes of this Article
5, if an Award entitles the holder thereof to receive or purchase Shares, the Shares covered by such Award or to which such Award relates shall be counted, in accordance with this Section 5.2(b), on the date of grant of such Award against the
aggregate number of Shares available for Awards under the Plan. With respect to Options, the number of Shares available for Awards under the Plan shall be reduced by one Share for each Share covered by such Award or to which such Award relates. With
respect to any Awards that are granted on or after June 19, 2008, other than Options, the number of Shares available for Awards under the Plan shall be reduced by two Shares for each Share covered by such Award or to which such Award relates.
Awards that do not entitle the holder thereof to receive or purchase Shares and Awards that are settled in cash shall not be counted against the aggregate number of Shares available for Awards under the Plan. 
 (c) If the exercise price of an Option is satisfied by either delivering Shares to the Company (by either actual delivery or attestation)
or through a “net exercise” feature, the full number of Shares subject to the Option shall be considered as issued for purposes of determining the maximum number of Shares remaining available for issuance pursuant to Awards granted under
the Plan. 
 (d) If Shares are withheld upon exercise of an Option to satisfy a Participant’s tax withholding
requirements, the full number of Shares subject to the Option shall be considered as issued for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan. 
 5.3. Stock Distributed. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market. 
 5.4. Limitation on Awards. Notwithstanding any provision in the Plan to the contrary
(but subject to adjustment as provided in Section 10.1), the maximum number of Shares with respect to one or more Options that may be granted during any one calendar year under the Plan to any one Participant shall not exceed 221,793; provided,
however, that in connection with his initial employment with the Company or an Affiliate, a Participant may be granted Options with 

  

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respect to up to an additional 88,717 Shares, which shall not count against the foregoing annual limit. The maximum fair market value (measured as of the
Grant Date) of any Restricted Stock or Restricted Stock Unit Awards that may be received by any one Participant (less any consideration paid by the Participant for such Award) during any one calendar year under the plan shall be $1,000,000.

 ARTICLE 6 
 ELIGIBILITY 
 6.1. General. Options may be granted only to Eligible Participants; except that Incentive Stock Options
may not be granted to Eligible Participants who are not employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. 
 ARTICLE 7 
 STOCK OPTIONS 
 7.1. General. The Committee is authorized to grant Options to Participants on the following terms and conditions: 
 (a) Exercise Price. The exercise price per share of Stock under an Option shall be determined by the Committee, provided that the
exercise price for any Option shall not be less than the Fair Market Value as of the Grant Date. 
 (b) Time and Conditions
of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(d). The Committee shall also determine the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be exercised or vested. Subject to Section 9.8, the Committee may waive any exercise or vesting provisions at any time in whole or in part based upon factors as the Committee may determine in its
sole discretion so that the Option becomes exercisable or vested at an earlier date. The Committee may permit an arrangement whereby receipt of Stock upon exercise of an Option is delayed until a specified future date. 
 (c) Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment,
including, without limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants; provided, however, that if Shares
are used to pay the exercise price of an Option, such Shares must have been held by the Participant as fully vested shares for such period of time, if any, as necessary to avoid variable accounting for the Option. 
 (d) Exercise Term. In no event may any Option be exercisable for more than ten years from the Grant Date. 
  

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 7.2. Incentive Stock Options. The terms of any Incentive Stock Options granted under the Plan must
comply with the following additional rules: 
 (a) Lapse of Option. An Incentive Stock Option shall lapse under the
earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Incentive Stock Option under the circumstances described in subsections (3), (4), (5) and (6) below, provide in writing that the
Option will extend until a later date, but if an Option is exercised after the dates specified in subsections (3) and (4) below, or more than three months after termination of employment for any other reason, it will automatically become a
Non-Qualified Stock Option: 
 (1) The expiration date set forth in the Award Certificate. 
 (2) The tenth anniversary of the Grant Date. 
 (3) Three months after termination of the Participant’s Continuous Status as a Participant for any reason other than the Participant’s Disability, death or termination for Cause. 
 (4) One year after the termination of the Participant’s Continuous Status as a Participant by reason of the Participant’s
Disability. 
 (5) One year after the Participant’s death occurring during his Continuous Status as a Participant or
during the three-month period described in subsection (3) above or the one-year period described in subsection (4) above and before the Option otherwise lapses. 
 (6) The date of the termination of the Participant’s Continuous Status as a Participant if such termination is for Cause. 

Unless the exercisability of the Incentive Stock Option is accelerated as provided in Article 9, if a Participant exercises an Option after
termination of his Continuous Status as a Participant, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of termination of his Continuous Status as a Participant. 
 (b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the Grant Date) of all Shares with respect to
which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00. 
 (c)
Ten Percent Owners. No Incentive Stock Option shall be granted to any individual who, at the Grant Date, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Parent or
Subsidiary unless the exercise price per share of such Option is at least 110% of the Fair Market Value per Share at the Grant Date and the Option expires no later than five years after the Grant Date. 
  

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 (d) Expiration of Authority to Grant Incentive Stock Options. No Incentive Stock
Option may be granted pursuant to the Plan after the day immediately prior to the tenth anniversary of the Effective Date. 
 (e) Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant or, in the case of the Participant’s Disability, by the Participant’s guardian or legal
representative. 
 (f) Eligible Recipients. Incentive Stock Options may not be granted to Eligible Participants who are
not employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. 
 ARTICLE 8

 RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS 
 8.1. Grant of Restricted Stock. The Committee is authorized to make Awards of Restricted Stock or Restricted Stock Units to Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee. 
 8.2. Issuance and Restrictions. Restricted Stock or Restricted Stock Units shall be subject to such
restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may
lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as
otherwise provided in an Award Certificate, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a shareholder with respect to Restricted Stock Units
until such time as Shares of Stock are paid in settlement of the Restricted Stock Units. 
 8.3. Forfeiture. Except as otherwise
determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy a performance goal during the applicable
restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited; provided, however, that the Committee may provide in any Award Certificate that restrictions or forfeiture conditions
relating to Restricted Stock or Restricted Stock Units will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock or Restricted Stock Units. 
 8.4. Certificates for Restricted Stock. Shares of Restricted
Stock shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees)
designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear
an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. 
  

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 ARTICLE 9 
 PROVISIONS APPLICABLE TO AWARDS 
 9.1. Stand-Alone, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or (subject to Section 11.2(c)) in substitution for, any other Award granted under the Plan. If an Award is granted in
substitution for another Award, the Committee may require the surrender of such other Award in consideration of the grant of the new Award. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at
a different time from the grant of such other Awards. 
 9.2. Form of Payment for Options. Subject to the terms of the Plan and any
applicable law or Award Certificate, payments or transfers to be made by the Company or an Affiliate on the grant or exercise of an Award may be made in such form as the Committee determines at or after the Grant Date, including without limitation,
cash, Stock, other Awards, or other property, or any combination, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the
Committee. 
 9.3. Limits on Transfer. No right or interest of a Participant in any unexercised Award may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted
Award shall be assignable or transferable by a Participant other than to a beneficiary designated as provided in 9.4 or by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such
transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards. 
 9.4. Beneficiaries. Notwithstanding Section 9.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any
distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award
Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

  

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 9.5. Compliance with Laws. All Stock issuable under the Plan is subject to any stop-transfer
orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is
listed, quoted, or traded. The Committee may place legends on any stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock. 
 9.6. Acceleration upon Death. Notwithstanding any other provision in the Plan or any Participant’s Award Certificate to the contrary, upon a
Participant’s death during his Continuous Status as a Participant, all of such Participant’s outstanding Options shall become fully vested and exercisable and all restrictions on the Participant’s outstanding Restricted Stock Awards
shall lapse. Any Option shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in
Section 7.2(b), the excess Options shall be deemed to be Non-Qualified Stock Options. 
 9.7. Acceleration upon a Change of
Control. With respect to Awards outstanding as of September 30, 2007, except as otherwise provided in the Award Certificate, all of a Participant’s outstanding Options shall become fully vested and exercisable and all restrictions on
the Participant’s outstanding Restricted Stock Awards shall lapse if the Participant’s employment is terminated without Cause or the Participant resigns for Good Reason within two years after the effective date of a Change of Control. Any
Options shall thereafter continue or lapse in accordance with the other provisions of the Plan and the applicable Award Certificates. 
 9.8.
Acceleration for other Reasons. Regardless of whether an event has occurred as described in Section 9.6 or 9.7 above, the Committee may in its sole discretion at any time determine that, upon the termination of employment or service of a
Participant, all or a portion of such Participant’s Options shall become fully or partially exercisable and/or that all or a part of the restrictions on all or a portion of the Participant’s Restricted Stock Awards shall lapse, in each
case, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 9.8. 
 9.9. Effect of Acceleration. If an Award is accelerated under Section 9.6, 9.7 or 9.8, the Committee may, in its sole discretion, provide
(i) that the Award will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Award will be settled in cash rather than Stock, (iii) that the Award will be assumed by another
party to a transaction giving rise to the acceleration or otherwise be equitably converted or substituted in connection with such transaction, (iv) that the Award may be settled by payment in cash or cash equivalents equal to the excess of the
Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, or (v) any combination of the foregoing. The Committee’s determination need not be uniform and may be
different for different Participants whether or not such Participants are similarly situated. To the extent that such acceleration causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(b), the excess Options
shall be deemed to be Non-Qualified Stock Options. 
  

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 9.10. Qualified Performance-Based Awards. 
 (a) The provisions of the Plan are intended to ensure that all Options granted hereunder to any Covered Employee qualify for the
Section 162(m) Exemption. 
 (b) When granting any Restricted Stock Award, the Committee may designate such Award as a
Qualified Performance-Based Award, based upon a determination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so
designated, the Committee shall establish performance goals for such Award within the time period prescribed by Section 162(m) of the Code based on one or more of the following Qualified Performance Criteria, which may be expressed in terms of
Company-wide objectives or in terms of objectives that relate to the performance of an Affiliate or a division, region, department or function within the Company or an Affiliate: (1) earnings per share, (2) EBITDA (earnings before
interest, taxes, depreciation and amortization), (3) EBIT (earnings before interest and taxes), (4) economic profit, (5) cash flow, (6) sales growth, (7) net profit before tax, (8) gross profit, (9) operating
income or profit, (10) return on equity, (11) return on assets, (12) return on capital, (13) changes in working capital, or (14) shareholder return. 
 (c) Each Qualified Performance-Based Award (other than an Option) shall be earned, vested and payable (as applicable) only upon the
achievement of performance goals established by the Committee based upon one or more of the Qualified Performance Criteria, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be
appropriate; provided, however, that the Committee may provide, either in connection with the grant thereof or by amendment thereafter, that achievement of such performance goals will be waived upon the death or Disability of the Participant, or
upon termination of the Participant’s employment without Cause or for Good Reason within 12 months after the effective date of a Change of Control. 
 (d) Any payment of a Qualified Performance-Based Award granted with performance goals pursuant to subsection (c) above shall be conditioned on the written certification of the Committee in each case that the
performance goals and any other material conditions were satisfied. Except as specifically provided in subsection (c), no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise
have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal based on Qualified Performance Criteria or to increase the amount payable pursuant
thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. 
 (e) Section 5.4 sets forth the maximum number of Shares or dollar value that may be granted in any one-year period to a Participant.

  

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 9.11. Determination of Employment Status. Whether military, government or other service or other
leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A Participant’s Continuous Status as a
Participant shall not be deemed to terminate (i) in a circumstance in which a Participant transfers from the Company to an Affiliate, transfers from an Affiliate to the Company, or transfers from one Affiliate to another Affiliate, or
(ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate. To the extent that this provision causes
Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be an employee of the Company, a Parent or Subsidiary for purposes of Sections 424(e) and 424(f) of the Code, the Options held by such Participant shall
be deemed to be Non-Qualified Stock Options. 
 ARTICLE 10 
 CHANGES IN CAPITAL STRUCTURE 
 10.1. General. In the event of a corporate event or transaction
involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization
limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee shall adjust Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee may include: (i) adjustment of the number and
kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards; and (iv) any other adjustments that
the Committee determines to be equitable. In addition, the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will
expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction,
(iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the
Award, or (v) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated. Without limiting the foregoing, in
the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in shares of Stock, or a combination or consolidation of the outstanding Stock into a lesser number of shares, the authorization limits under
Section 5.1 and 5.4 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically be adjusted proportionately without any change in the aggregate purchase price therefor. 
  

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 ARTICLE 11 
 AMENDMENT, MODIFICATION AND TERMINATION 
 11.1. Amendment, Modification and Termination. The
Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee,
either (i) materially increase the benefits accruing to Participants, (ii) materially increase the number of Shares issuable under the Plan, (iii) expand the types of awards provided under the Plan, (iv) materially expand the
class of participants eligible to participate in the Plan, (v) materially extend the term of the Plan, or (vi) otherwise constitute a material amendment requiring shareholder approval under applicable laws, policies or regulations or the
applicable listing or other requirements of an Exchange, then such amendment shall be subject to shareholder approval; and provided, further, that the Board or Committee may condition any amendment or modification on the approval of shareholders of
the Company if such approval is necessary or deemed advisable to (i) permit Awards made hereunder to be exempt from liability under Section 16(b) of the 1934 Act, (ii) to comply with the listing or other requirements of an Exchange,
or (iii) to satisfy any other tax, securities or other applicable laws, policies or regulations. 
 11.2. Awards Previously
Granted. At any time and from time to time, the Committee may, without additional consideration, amend, modify or terminate any outstanding Award without approval of the Participant; provided, however: 
 (a) Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the
Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised or cashed in at the spread value as of the date of such amendment or termination; 
 (b) The original term of an Award may not be extended without the prior approval of the shareholders of the Company; 
 (c) Except as otherwise provided in Article 10, an Option may not be repriced, and the exercise price of an Award may not be reduced,
directly or indirectly (including, without limitation, an Award granted in substitution of another Award pursuant to Section 9.1), without the prior approval of the shareholders of the Company; and 
 (d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the
written consent of the Participant affected thereby. 
 ARTICLE 12 
 GENERAL PROVISIONS 
 12.1. No Rights to Awards; Non-Uniform
Determinations. No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly,
and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated). 
  

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 12.2. No Shareholder Rights. No Award gives a Participant any of the rights of a shareholder of
the Company unless and until Shares are in fact issued to such person in connection with such Award. 
 12.3. Withholding. The Company
or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. If Shares are surrendered to the Company to satisfy withholding obligations in excess of the minimum
withholding obligation, such Shares must have been held by the Participant as fully vested shares for such period of time, if any, as necessary to avoid variable accounting for the Award. With respect to withholding required upon any taxable event
under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date
of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. 
 12.4. No Right to Continued Service. Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan,
shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, director consultant or advisor at any time, nor confer upon any Participant any right to
continue as an employee, officer, director, consultant or advisor of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise. 
 12.5. Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. 
 12.6. Indemnification. To the extent allowable under applicable law, each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability, or expense (including, but not limited to, attorneys fees) that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which
such member may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by such member in satisfaction of judgment in such action, suit, or proceeding against
him provided he gives the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 
 12.7. Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan. 
  

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 12.8. Expenses. The expenses of administering the Plan shall be borne by the Company or its
Affiliates. 
 12.9. Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only,
and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 
 12.10. Gender and
Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 
 12.11. Fractional Shares. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given
in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down. 
 12.12. Government and Other
Regulations. 
 (a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the
Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is
made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that
set forth in Rule 144 promulgated under the 1933 Act. 
 (b) Notwithstanding any other provision of the Plan, if at any time
the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and
until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such
representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or
certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state
or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement. 
  

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 12.13. Governing Law. To the extent not governed by federal law, the Plan and all Award
Certificates shall be construed in accordance with and governed by the laws of the State of Florida. 
 12.14. Additional Provisions.
Each Award Certificate may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan. 
 12.15. No Limitations on Rights of Company. The grant of any Award shall not in any way affect the right to power of the Company to make
adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for
proper corporate purposes, to grant or assume Awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee
may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the
Plan. 
  

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