2009 Stock Incentive Plan of the Registrant



 Exhibit 10.2 
 BARRETT BUSINESS SERVICES, INC. 
 2009 STOCK INCENTIVE PLAN 
 Effective May 13, 2009 







 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page
	 ARTICLE 1              ESTABLISHMENT AND
PURPOSE
	  	1
			
	1.1	 	 Establishment
	  	1
			
	1.2	 	 Purpose
	  	1
			
	1.3	 	 Prior Plans
	  	1
			
	1.4	 	 Reservation of Right to Amend to Comply with Section 409A
	  	1
		
	 ARTICLE 2              DEFINITIONS
	  	1
			
	2.1	 	 Defined Terms
	  	1
			
	2.2	 	 Gender and Number
	  	4
		
	 ARTICLE 3              ADMINISTRATION
	  	5
			
	3.1	 	 General
	  	5
			
	3.2	 	 Composition of the Committee
	  	5
			
	3.3	 	 Authority of the Committee
	  	5
			
	3.4	 	 Action by the Committee
	  	5
			
	3.5	 	 Delegation
	  	6
			
	3.6	 	 Liability of Committee Members
	  	6
			
	3.7	 	 Costs of Plan
	  	6
		
	 ARTICLE 4              DURATION OF THE PLAN AND SHARES
SUBJECT TO THE PLAN
	  	6
			
	4.1	 	 Duration of the Plan
	  	6
			
	4.2	 	 Shares Subject to the Plan
	  	6
		
	 ARTICLE 5              ELIGIBILITY
	  	6
		
	 ARTICLE 6              AWARDS
	  	6
			
	6.1	 	 Types of Awards
	  	6
			
	6.2	 	 General
	  	7
			
	6.3	 	 Nonuniform Determinations
	  	7
			
	6.4	 	 Award Agreements
	  	7
			
	6.5	 	 Prohibition on Repricing of Stock Options and Stock Appreciation Rights
	  	7
			
	6.6	 	 Provisions Governing All Awards
	  	8
		
	 ARTICLE 7              OPTIONS
	  	12
			
	7.1	 	 Types of Options
	  	12
			
	7.2	 	 General
	  	12

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	7.3	  	 Option Price
	  	12
			
	7.4	  	 Option Term
	  	12
			
	7.5	  	 Time of Exercise
	  	12
			
	7.6	  	 Special Rules for Incentive Stock Options
	  	13
			
	7.7	  	 Restricted Shares
	  	13
			
	7.8	  	 Limitation on Number of Shares Subject to Options
	  	13
		
	 ARTICLE 8              STOCK APPRECIATION
RIGHTS
	  	14
			
	8.1	  	 General
	  	14
			
	8.2	  	 Nature of Stock Appreciation Right
	  	14
			
	8.3	  	 Exercise
	  	14
			
	8.4	  	 Form of Payment
	  	14
			
	8.5	  	 Limitation on Number of Stock Appreciation Rights
	  	14
		
	 ARTICLE 9              RESTRICTED SHARE
AWARDS
	  	14
			
	9.1	  	 Restricted Share Awards
	  	14
			
	9.2	  	 General
	  	15
			
	9.3	  	 Restriction Period
	  	15
			
	9.4	  	 Forfeiture
	  	15
			
	9.5	  	 Settlement of Restricted Share Awards
	  	15
			
	9.6	  	 Rights as a Shareholder
	  	15
		
	 ARTICLE 10            OTHER STOCK-BASED AND COMBINATION AWARDS

	  	16
			
	10.1	  	 Other Stock-Based Awards
	  	16
			
	10.2	  	 Combination Awards
	  	16
		
	 ARTICLE 11            DIVIDEND EQUIVALENTS
	  	16
		
	 ARTICLE 12            ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,
ETC
	  	16
			
	12.1	  	 Plan Does Not Restrict Corporation
	  	16
			
	12.2	  	 Adjustments by the Committee
	  	16
		
	 ARTICLE 13            AMENDMENT AND TERMINATION
	  	17
		
	 ARTICLE 14            MISCELLANEOUS
	  	17
			
	14.1	  	 Tax Withholding
	  	17
			
	14.2	  	 Unfunded Plan
	  	17
			
	14.3	  	 Payments to Trust
	  	17

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	14.4	  	 Annulment of Awards
	  	17
			
	14.5	  	 Engaging in Competition With Corporation
	  	18
			
	14.6	  	 Other Corporation Benefit and Compensation Programs
	  	18
			
	14.7	  	 Securities Law Restrictions
	  	18
			
	14.8	  	 Governing Law
	  	18
		
	 ARTICLE 15            SHAREHOLDER APPROVAL
	  	19

  

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 BARRETT BUSINESS SERVICES, INC. 
 2009 STOCK INCENTIVE PLAN 
 ARTICLE 1 
 ESTABLISHMENT AND PURPOSE 
 1.1
Establishment. Barrett Business Services, Inc. (“Corporation”), hereby establishes the Barrett Business Services, Inc., 2009 Stock Incentive Plan (the “Plan”), effective as of May 13, 2009 (the “Effective
Date”), subject to shareholder approval as provided in Article 15. 
 1.2 Purpose. The purpose of the Plan is to promote and
advance the interests of Corporation and its shareholders by enabling Corporation to attract, retain, and reward key employees, directors, and outside consultants of Corporation and its subsidiaries. It is also intended to strengthen the mutuality
of interests between such employees, directors, and consultants and Corporation’s shareholders. The Plan is designed to serve these purposes by offering stock options and other equity-based incentive awards, thereby providing a proprietary
interest in pursuing the long-term growth, profitability, and financial success of Corporation. 
 1.3 Prior Plans. The Plan will be
separate from the Barrett Business Services, Inc. 1993 Stock Incentive Plan and related Barrett Business Services, Inc. Stock Option Plan for California Residents and the Barrett Business Services, Inc., 2003 Stock Incentive Plan and related
Barrett Business Services, Inc., Stock Incentive Plan for California Residents (the “Prior Plans”). The adoption of the Plan will neither affect nor be affected by the continued existence of the Prior Plans, except that after the effective
date of the Plan, no further Awards will be granted under the Prior Plans. 
 1.4 Reservation of Right to Amend to Comply with
Section 409A. The Board reserves the right to amend the Plan, either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of Code Section 409A, and the regulations and
guidance issued by the Department of the Treasury with respect to such requirements (“Section 409A”). 
 ARTICLE 2

 DEFINITIONS 
 2.1
Defined Terms. For purposes of the Plan, the following terms have the meanings set forth below: 
 “Award” means an award or grant made to a Participant of Options, Stock Appreciation Rights, Restricted Share Awards or Other Stock-Based Awards pursuant to the Plan. 
 “Award Agreement” means an agreement as described in Section 6.4. 
 “Board” means the Board of Directors of Corporation. 
  

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 “Code” means the Internal Revenue Code of 1986, as amended and in
effect from time to time, or any successor thereto, together with rules, regulations, and interpretations promulgated thereunder. Where the context so requires, any reference to a particular Code section will be construed to refer to the successor
provision to such Code section. 
 “Committee” means the committee appointed by the Board to
administer the Plan as provided in Article 3 of the Plan. 
 “Common Stock” means the $.01 par
value Common Stock of Corporation. 
 “Consultant” means any consultant or adviser to Corporation or a
Subsidiary selected by the Committee, who is not an employee of Corporation or a Subsidiary. 
 “Continuing
Restriction” means a Restriction contained in Sections 6.6(g), 6.6(i), 14.4, 14.5, and 14.7 of the Plan and any other Restrictions expressly designated by the Committee in an Award Agreement as a Continuing Restriction. 

“Corporation” means Barrett Business Services, Inc., a Maryland corporation, or any successor corporation.

 “Disability” means the condition of being permanently “disabled” within the meaning of
Section 22(e)(3) of the Code, namely being unable to engage in any substantial gainful activity by reason of any 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 12 months. However, the Committee may change the foregoing definition of “Disability” or may adopt a different definition for purposes of specific Awards. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time, or any
successor statute. Where the context so requires, any reference to a particular section of the Exchange Act, or to any rule promulgated under the Exchange Act, will be construed to refer to successor provisions to such section or rule. 

“Fair Market Value” means, on any given day, the fair market value per share of the Common Stock determined as
follows: 
 (a) If the Common Stock is traded on an established securities exchange, the closing sale price per share of
Common Stock as reported for such day by the principal exchange on which the Common Stock is traded (as determined by the Committee) or, if the Common Stock was not traded on such day, on the next preceding day on which the Common Stock was traded;

 (b) If trading activity in Common Stock is reported on the OTC Bulletin Board, the mean between the bid price and asked
price quotes for such day as reported on the OTC Bulletin Board or, if there are no such quotes for Common Stock for such day, on the next preceding day for which bid and asked price quotes for Common Stock were reported on the OTC Bulletin Board;
or 
  

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 (c) If there is no market for Common Stock or if trading activities for Common Stock are
not reported in one of the manners described above, the fair market value will be as determined by the Committee. 
 “Incentive Stock Option” or “ISO” means any Option granted pursuant to the Plan that is intended to be and is specifically designated in its Award Agreement as an “incentive stock
option” within the meaning of Section 422 of the Code. 
 “Non-Employee Board Director”
means a member of the Board who is not an employee of Corporation or any Subsidiary. 
 “Non-Employee Subsidiary
Director” means a member of the board of directors of a Subsidiary who is neither an employee of Corporation or a Subsidiary nor a member of the Board. 
 “Nonqualified Option” or “NQO” means any Option granted pursuant to the Plan that is not
an Incentive Stock Option. 
 “Option” means an ISO or an NQO. 
 “Other Stock-Based Award” means an Award as defined in Section 10.1. 
 “Participant” means an employee of Corporation or a Subsidiary, a Consultant, a Non-Employee Board Director, or a
Non-Employee Subsidiary Director who is granted an Award under the Plan. 
 “Plan” means this Barrett
Business Services, Inc., 2009 Stock Incentive Plan, as set forth in this document and as it may be amended from time to time. 
 “Reporting Person” means a Participant who is subject to the reporting requirements of Section 16(a) of the Exchange Act. 
 “Restricted Share Award” means a Restricted Share Award granted pursuant to Article 9 of the Plan.

 “Restriction” means a provision in the Plan or in an Award Agreement that limits the exercisability
or transferability, or which governs the forfeiture, of an Award or the Shares, cash, or other property payable pursuant to an Award. 
 “Restriction Period” means a designated period pursuant to the provisions of Section 9.3 of the Plan. 
 “Retirement” means: 
 (a) For Participants who are employees, retirement from active employment with Corporation and its Subsidiaries on or after age 65, or such earlier retirement date as approved by the Committee for purposes of the
Plan; 
  

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 (b) For Participants who are Non-Employee Board Directors or Non-Employee Subsidiary
Directors, retirement from the applicable board of directors after attaining the maximum age (if any) specified in the articles of incorporation or bylaws of the applicable corporation; or 
 (c) For Participants who are Consultants, termination of service as a Consultant after attaining a retirement age specified by the
Committee for purposes of an Award to such Consultant. 
 However, the Committee may change the foregoing definition of
“Retirement” or may adopt a different definition for purposes of specific Awards. 
 “Share”
means a share of Common Stock. 
 “Stock Appreciation Right” or “SAR” means an
Award to benefit from the appreciation of Common Stock granted pursuant to the provisions of Article 8 of the Plan. 
 “Subsidiary” means a “subsidiary corporation” of Corporation, within the meaning of Section 425 of the Code, namely any corporation in which Corporation directly or indirectly controls 50 percent
or more of the total combined voting power of all classes of stock having voting power. 
 “Vest,”
“Vesting,” or “Vested” means: 
 (a) In the case of an Award that requires
exercise, to be or to become immediately and fully exercisable and free of all Restrictions (other than Continuing Restrictions); 
 (b) In the case of an Award that is subject to forfeiture, to be or to become nonforfeitable, freely transferable, and free of all Restrictions (other than Continuing Restrictions); 
 (c) In the case of an Award that is required to be earned by attaining specified Performance Goals, to be or to become earned and
nonforfeitable, freely transferable, and free of all Restrictions (other than Continuing Restrictions); or 
 (d) In the case
of any other Award as to which payment is not dependent solely upon the exercise of a right, election, or option, to be or to become immediately payable and free of all Restrictions (except Continuing Restrictions). 
 2.2 Gender and Number. Except where otherwise indicated by the context, any masculine or feminine terminology used in the Plan also includes the
opposite gender; and the definition of any term in Section 2.1 in the singular also includes the plural, and vice versa. 
  

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 ARTICLE 3 
 ADMINISTRATION 
 3.1 General. The Plan will be administered by a Committee composed as
described in Section 3.2. 
 3.2 Composition of the Committee. The Committee will be appointed by the Board and will consist of
not less than a sufficient number of Non-Employee Board Directors so as to qualify the Committee to administer the Plan as contemplated by Section 162(m)(4)(C) of the Code and Rule 16b-3 under the Exchange Act. The Board may from time to
time remove members from, or add members to, the Committee. Vacancies on the Committee, however caused, will be filled by the Board. In the event that the Committee ceases to satisfy the requirements of Section 162(m)(4)(C) or Rule 16b-3, the
Board will reconstitute the Committee as necessary to satisfy such requirements. 
 3.3 Authority of the Committee. The Committee has
full power and authority (subject to such orders or resolutions as may be issued or adopted from time to time by the Board) to administer the Plan in its sole discretion, including the authority to: 
 (a) Construe and interpret the Plan and any Award Agreement; 
 (b) Promulgate, amend, and rescind rules and procedures relating to the implementation of the Plan; 
 (c) Select the employees, Non-Employee Board Directors, Non-Employee Subsidiary Directors, and Consultants who will be granted Awards;

 (d) Determine the number and types of Awards to be granted to each such Participant; 
 (e) Determine the number of Shares, or Share equivalents, to be subject to each Award; 
 (f) Determine the option price, purchase price, base price, or similar feature for any Award; and 
 (g) Determine all the terms and conditions of all Award Agreements, consistent with the requirements of the Plan. 
 Decisions of the Committee, or any delegate as permitted by the Plan, will be final, conclusive, and binding on all Participants. 
 3.4 Action by the Committee. A majority of the members of the Committee will constitute a quorum for the transaction of business. Action approved
by a majority of the members present at any meeting at which a quorum is present, or action in writing by all of the members of the Committee, will be the valid acts of the Committee. 
  

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 3.5 Delegation. Notwithstanding the foregoing, the Committee may delegate to one or more officers
of Corporation the authority to determine the recipients, types, amounts, and terms of Awards granted to Participants who are not Reporting Persons. 
 3.6 Liability of Committee Members. No member of the Committee will be liable for any action or determination made in good faith with respect to the Plan, any Award, or any Participant. 
 3.7 Costs of Plan. The costs and expenses of administering the Plan will be borne by Corporation. 
 ARTICLE 4 
 DURATION OF THE PLAN AND
SHARES SUBJECT TO THE PLAN 
 4.1 Duration of the Plan. The Plan is effective May 13, 2009, subject to approval by
Corporation’s shareholders as provided in Article 15. The Plan will remain in effect until Awards have been granted covering all the available Shares or the Plan is otherwise terminated by the Board. Termination of the Plan will not affect
outstanding Awards. 
 4.2 Shares Subject to the Plan. The shares which may be made subject to Awards under the Plan are Shares of
Common Stock, which may be either authorized and unissued Shares or reacquired Shares. No fractional Shares may be issued under the Plan. Subject to adjustment pursuant to Article 12, the maximum number of Shares for which Awards may be granted
under the Plan is 1,000,000, of which the aggregate number of Shares for which ISOs may be granted under the Plan is 900,000. If an Award under the Plan is canceled or expires for any reason prior to having been fully Vested or exercised by a
Participant or is settled in cash in lieu of Shares or is exchanged for other Awards, all Shares covered by such Awards will be added back into the number of Shares available for future Awards under the Plan. 
 ARTICLE 5 
 ELIGIBILITY 

Officers and other key employees of Corporation and its Subsidiaries (including employees who may also be directors of Corporation or a Subsidiary),
Consultants, Non-Employee Board Directors, and Non-Employee Subsidiary Directors who, in the Committee’s judgment, are or will be contributors to the long-term success of Corporation are eligible to receive Awards under the Plan. 
 ARTICLE 6 
 AWARDS 
 6.1 Types of Awards. The types of Awards that may be granted under the Plan are: 
 (a) Options governed by Article 7 of the Plan; 
 (b) Stock Appreciation Rights governed by Article 8 of the Plan; 
 (c) Restricted Share Awards governed by Article 9 of the Plan; and 
 (d) Other Stock-Based Awards or combination awards governed by Article 10 of the Plan. 
  

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 In the discretion of the Committee, any Award may be granted alone, in addition to, or in tandem with other Awards under
the Plan. 
 6.2 General. Subject to the limitations of the Plan, the Committee may cause Corporation to grant Awards to such
Participants, at such times, of such types, in such amounts, for such periods, with such option prices, purchase prices, or base prices, and subject to such terms, conditions, limitations, and restrictions as the Committee, in its discretion, deems
appropriate. Awards may be granted as additional compensation to a Participant or in lieu of other compensation to such Participant. A Participant may receive more than one Award and more than one type of Award under the Plan. 
 6.3 Nonuniform Determinations. The Committee’s determinations under the Plan or under one or more Award Agreements, including, without
limitation, (a) the selection of Participants to receive Awards, (b) the type, form, amount, and timing of Awards, (c) the terms of specific Award Agreements, and (d) elections and determinations made by the Committee with
respect to exercise or payments of Awards, need not be uniform and may be made by the Committee selectively among Participants and Awards, whether or not Participants are similarly situated. 
 6.4 Award Agreements. Each Award will be evidenced by a written Award Agreement between Corporation and the Participant. Award Agreements may,
subject to the provisions of the Plan, contain any provision approved by the Committee. 
 6.5 Prohibition on Repricing of Stock Options
and Stock Appreciation Rights. Except for adjustments pursuant to Article 12 hereof, at no time shall the exercise price of an Option or the base price of a Stock Appreciation Right granted hereunder be subsequently repriced during the period of
its exercisability. For purposes of this Section 6.5, repricing means any of the following or any other action that has the same effect: 
 (a) Lowering the exercise or base price after the Option or Stock Appreciation Right is granted; 
 (b) Any other action that is treated as a repricing under generally accepted accounting principles; or 
 (c)
Canceling an Option or Stock Appreciation Right at a time when its exercise or base price exceeds the Fair Market Value of the underlying Shares, in exchange for cash or an Other Stock-Based Award, unless the cancellation and exchange occurs in
connection with a merger, acquisition, spin-off or other similar corporate transaction. 
  

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 6.6 Provisions Governing All Awards. All Awards are subject to the following provisions:

 (a) Alternative Awards. If any Awards are designated in their Award Agreements as alternative to each other, the
exercise of all or part of one Award will automatically cause an immediate equal (or pro rata) corresponding termination of the other alternative Award or Awards. 
 (b) Rights as Shareholders. No Participant will have any rights of a shareholder with respect to Shares subject to an Award until
such Shares are issued in the name of the Participant. 
 (c) Employment Rights. Neither the adoption of the Plan nor
the granting of any Award confers on any person the right to continued employment with Corporation or any Subsidiary or the right to remain as a director of or a Consultant to Corporation or any Subsidiary, as the case may be, nor does it interfere
in any way with the right of Corporation or a Subsidiary to terminate such person’s employment or to remove such person as a Consultant or as a director at any time for any reason, or for no reason, with or without cause. 
 (d) Restriction on Transfer. Unless otherwise expressly provided in an individual Award Agreement, no Award (other than Shares
granted under a Restricted Share Award after they Vest) will be transferable other than by will or the laws of descent and distribution and each Award will be exercisable (if exercise is required), during the lifetime of the Participant, only by the
Participant or, in the event the Participant becomes legally incompetent, by the Participant’s guardian or legal representative. Notwithstanding the foregoing, the Committee, in its discretion, may provide in any Award Agreement that the Award:

  

	 	•	 	 May be freely transferred; 


  

	 	•	 	 May be freely transferred to a class of transferees specified in the Award Agreement; or 


  

	 	•	 	 May be transferred, but only subject to any terms and conditions specified in the Award Agreement (including, without limitation, a condition that an Award may only
be transferred without payment of consideration). 


 Furthermore, notwithstanding the foregoing, any Award Agreement may
provide that the Award or the Shares subject to the Award may be surrendered to Corporation pursuant to Section 6.5(h) in connection with the payment of the purchase or option price of another Award or the payment of the Participant’s
federal, state, or local tax withholding obligation with respect to the exercise or payment of another Award. 
 (e)
Termination of Employment. The terms and conditions under which an Award may be exercised, if at all, after a Participant’s termination of employment or service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or
Consultant will be determined by the Committee and specified in the applicable Award Agreement. 
  

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 (f) Change in Control. The Committee, in its discretion, may provide in any Award
Agreement that: 
 (i) In the event of a change in control of Corporation (as the Committee may define such term in the Award
Agreement), all or a specified portion of the Award (to the extent then outstanding) will become immediately Vested in full to the extent not previously Vested. Any such acceleration of Award Vesting must comply with applicable regulatory
requirements and any Participant will be entitled to decline the accelerated Vesting of all or any portion of his or her Award, if he or she determines that such acceleration may result in adverse tax consequences to him or her; and 
 (ii) In the event the Board approves a proposal for: (i) a merger, exchange or consolidation transaction in which Corporation is not
the resulting or surviving corporation (or in which Corporation is the resulting or surviving corporation but becomes a subsidiary of another corporation); (ii) the transfer of all or substantially all the assets of Corporation; (iii) a
sale of 30 percent or more of the combined voting power of Corporation’s voting securities; or (iv) the dissolution or liquidation of Corporation (each, a “Transaction”), the Committee will notify Participants in writing of
the proposed Transaction (the “Proposal Notice”) at least 30 days prior to the effective date of the proposed Transaction. The Committee may, in its sole discretion, and to the extent possible under the structure of the Transaction,
select one of the following alternatives for treating outstanding Awards under the Plan: 
 (A) The Committee may provide
that outstanding Awards will be converted into or replaced by Awards of a similar type in the stock of the surviving or acquiring corporation in the Transaction. The amount and type of securities subject to and the exercise price (if applicable) of
the replacement or converted Awards will be determined by the Committee based on the exchange ratio, if any, used in determining shares of the surviving corporation to be issued to holders of Shares of Corporation. If there is no exchange ratio in
the Transaction, the Committee will, in making its determination, take into account the relative values of the companies involved in the Transaction and such other factors as the Committee deems relevant. Such replacement or converted Awards will
continue to Vest over the period (and at the same rate) as the Awards which the replacement or converted Awards replaced, unless determined otherwise by the Committee; 
 (B) The Committee may provide a 30-day period prior to the consummation of the Transaction during which all outstanding Awards will
tentatively become fully Vested, and upon consummation of such Transaction, all outstanding and unexercised Awards will immediately terminate. If the Committee elects to provide such 30-day period for the exercise of Awards, the Proposal Notice must
so state. Participants, by written notice to Corporation, may exercise their Awards and, in so 

  

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exercising the Awards, may condition such exercise upon, and provide that such exercise will become effective immediately prior to, the consummation of the
Transaction, in which event Participants need not make payment for any Common Stock to be purchased upon exercise of an Award until five days after written notice by Corporation to the Participants that the Transaction has been consummated (the
“Transaction Notice”). If the Transaction is consummated, each Award, to the extent not previously exercised prior to the consummation of the Transaction, will terminate and cease being exercisable as of the effective date of such
consummation. If the Transaction is abandoned, (1) all outstanding Awards not exercised will continue to be Vested and exercisable, to the extent such Awards were Vested and exercisable prior to the date of the Proposal Notice, and (2) to
the extent that any Awards not exercised prior to such abandonment have become Vested and exercisable solely by operation of this Section 6.6(f)(ii), such Vesting and exercisability will be deemed annulled, and the Vesting and exercisability
provisions otherwise in effect will be reinstituted, as of the date of such abandonment; or 
 (C) The Committee may provide
that outstanding Awards that are not fully Vested will become fully Vested subject to Corporation’s right to pay each Participant a cash amount (determined by the Committee and based on the amount, if any, being received by Corporation’s
shareholders in the Transaction) in exchange for cancellation of the applicable Award. 
 Unless the Committee specifically
provides otherwise in the change in control provision for a specific Award Agreement, Awards will become Vested as of a change in control date only if, or to the extent, such acceleration in the Vesting of the Awards does not result in an
“excess parachute payment” within the meaning of Section 280G(b) of the Code. The Committee, in its discretion, may include change in control provisions in some Award Agreements and not in others, may include different change in
control provisions in different Award Agreements, and may include change in control provisions for some Awards or some Participants and not for others. 
 (g) Conditioning or Accelerating Benefits. The Committee, in its discretion, may include in any Award Agreement a provision conditioning or accelerating the Vesting of an Award or the receipt of benefits
pursuant to an Award, either automatically or in the discretion of the Committee, upon the occurrence of specified events, including without limitation, a change in control of Corporation (subject to the foregoing paragraph (f)), a sale of all or
substantially all of the property and assets of Corporation, or an event of the type described in Article 12 of this Plan. 
 (h) Payment of Purchase Price and Withholding. The Committee, in its discretion, may include in any Award Agreement a provision permitting the Participant to pay the purchase or option price, if any, for the Shares or other property
issuable pursuant to the Award, or the Participant’s federal, state, or local tax withholding obligations with respect to such issuance in whole or in part by any one or more of the following methods; 

  

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provided, however, that the availability of any one or more methods of payment may be suspended from time to time if the Committee determines that the use of
such payment method would result in adverse financial accounting treatment for Corporation or adverse tax treatment for Corporation or Participants: 
 (i) By delivering previously owned Shares (including fully Vested Shares granted under Restricted Share Awards); 
 (ii) By surrendering other outstanding Vested Awards under the Plan denominated in Shares or in Share equivalent units; 
 (iii) By reducing the number of Shares or other property otherwise Vested and issuable pursuant to the Award; 
 (iv) Unless specifically prohibited by any applicable statute or rule, including, without limitation, the provisions of the Sarbanes-Oxley Act of 2002, by delivering to Corporation a promissory note payable on such
terms and over such period as the Committee may determine; 
 (v) By delivery (in a form approved by the Committee) of an
irrevocable direction to a securities broker acceptable to the Committee (subject to the provisions of the Sarbanes-Oxley Act of 2002 and any other applicable statute or rule): 
 (A) To sell Shares subject to the Award and to deliver all or a part of the sales proceeds to Corporation in payment of all or a part of
the option or purchase price and taxes or withholding taxes attributable to the issuance; or 
 (B) To pledge Shares subject
to the Award to the broker as security for a loan and to deliver all or a part of the loan proceeds to Corporation in payment of all or a part of the option or purchase price and taxes or withholding taxes attributable to the issuance; or

 (vi) In any combination of the foregoing or in any other form approved by the Committee. 
 Shares withheld or surrendered as described above will be valued based on their Fair Market Value on the date of the transaction. Any
Shares withheld or surrendered with respect to a Reporting Person will be subject to such additional conditions and limitations as the Committee may impose to comply with the requirements of the Exchange Act. 
 (i) Reporting Persons. With respect to all Awards granted to Reporting Persons, the following limitations will apply only if or to
the extent required by Rule 16b-3 under the Exchange Act, unless the Award Agreement provides otherwise: 
 (i) Awards
requiring exercise will not be exercisable until at least six months after the date the Award was granted, except in the case of the death or Disability of the Participant; and 
  

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 (ii) Shares issued pursuant to any other Award may not be sold by the Participant for at
least six months after acquisition, except in the case of the death or Disability of the Participant. 
 Award Agreements for Awards to Reporting Persons
must also comply with any future restrictions imposed by such Rule 16b-3. 
 (j) Service Periods. At the time of
granting an Award, the Committee may specify, by resolution or in the Award Agreement, the period or periods of service performed or to be performed by the Participant in connection with the grant of the Award. 
 ARTICLE 7 
 OPTIONS 
 7.1 Types of Options. Options granted under the Plan may be in the form of Incentive Stock Options or Nonqualified Options. The grant of each
Option and the Award Agreement governing each Option will identify the Option as an ISO or an NQO. In the event the Code is amended to provide for tax-favored forms of stock options other than or in addition to Incentive Stock Options, the Committee
may grant Options under the Plan meeting the requirements of such forms of options. 
 7.2 General. All Options will be subject to the
terms and conditions set forth in Article 6 and this Article 7 and Award Agreements governing Options may contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee deems
desirable. 
 7.3 Option Price. Each Award Agreement for Options will state the option exercise price per Share of Common Stock
purchasable under the Option, which may not be less than 100 percent of the Fair Market Value of a Share on the date of grant for all Options. 
 7.4 Option Term. The Award Agreement for each Option will specify the term of each Option, which may be unlimited or may have a specified period during which the Option may be exercised, as determined by the Committee. 
 7.5 Time of Exercise. The Award Agreement for each Option will specify, as determined by the Committee: 
 (a) The time or times when the Option becomes exercisable and whether the Option will become exercisable in full or in graduated amounts
based on: (i) continuation of employment over a period specified in the Award Agreement, (ii) satisfaction of performance goals or criteria specified in the Award Agreement, or (iii) a combination of continuation of employment and
satisfaction of performance goals or criteria; 
  

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 (b) Such other terms, conditions, and restrictions as to when the Option may be exercised
as determined by the Committee; and 
 (c) The extent, if any, to which the Option will remain exercisable after the
Participant ceases to be an employee, Consultant, or director of Corporation or a Subsidiary. 
 An Award Agreement for an Option may, in the discretion of
the Committee, provide whether, and to what extent, the time when an Option becomes exercisable may be accelerated or otherwise modified (i) in the event of the death, Disability, or Retirement of the Participant, or (ii) upon the
occurrence of a change in control of Corporation. The Committee may, at any time in its discretion, accelerate the time when all or any portion of an outstanding Option becomes exercisable. 
 7.6 Special Rules for Incentive Stock Options. In the case of an Option designated as an Incentive Stock Option, the terms of the Option and the
Award Agreement will conform with the statutory and regulatory requirements specified pursuant to Section 422 of the Code, as in effect on the date such ISO is granted, including but not limited to the following requirements: 
 (a) Limited to Employees. ISOs may be granted only to employees of Corporation or a Subsidiary; 
 (b) Term of ISO. The ISO may not remain exercisable after the expiration of 10 years from its grant date; 
 (c) Ten Percent Shareholders. In the case of any ISO granted to a Participant who, as of the date of grant, possesses more than
10 percent of the total combined voting power of all classes of stock of Corporation or any parent or Subsidiary of Corporation, the option exercise price may not be less than 110 percent of the Fair Market Value of a Share on the date of
grant and the ISO may not remain exercisable after the expiration of five years from its grant date; and 
 (d) $100,000
Annual Limitation. In the event that Options intended to be ISOs are granted to a Participant in excess of the $100,000 annual limitation set forth in Code Section 422(d)(1), the Options will be bifurcated so that the Options will be ISOs
to the maximum extent allowable under that limitation and will be NQOs as to any excess over that limitation. 
 7.7 Restricted
Shares. In the discretion of the Committee, the Shares issuable upon exercise of an Option may have restrictions similar to Restricted Share Awards if so provided in the Award Agreement for the Option. 
 7.8 Limitation on Number of Shares Subject to Options. In no event may Options for more than 200,000 Shares be granted to any individual under the
Plan during any calendar year. 
  

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 ARTICLE 8 
 STOCK APPRECIATION RIGHTS 
 8.1 General. Stock Appreciation Rights are subject to the terms
and conditions set forth in Article 6 and this Article 8 and Award Agreements governing Stock Appreciation Rights may contain such additional terms and conditions, not inconsistent with the express terms of the Plan, as the Committee deems
desirable. 
 8.2 Nature of Stock Appreciation Right. A Stock Appreciation Right is an Award entitling a Participant to receive an
amount equal to the excess (or, if the Committee determines at the time of grant, a portion of the excess) of the Fair Market Value of a Share of Common Stock on the date of exercise of the SAR over the base price, as described below, on the date of
grant of the SAR, multiplied by the number of Shares with respect to which the SAR is being exercised. The base price will be designated by the Committee in the Award Agreement for the SAR and may be the Fair Market Value of a Share on the grant
date of the SAR or such other higher price as the Committee determines. The base price may not be less than the Fair Market Value of a Share on the grant date of the SAR. 
 8.3 Exercise. A Stock Appreciation Right may be exercised by a Participant in accordance with procedures established by the Committee. The Committee may also provide that a SAR will be automatically exercised
on one or more specified dates or upon the satisfaction of one or more specified conditions. In the case of SARs granted to Reporting Persons, exercise of the SARs will be limited by the Committee to the extent required to comply with the applicable
requirements of Rule 16b-3 under the Exchange Act. 
 8.4 Form of Payment. Payment upon exercise of a Stock Appreciation Right
may be made in cash, in Shares, or in any combination of cash and Shares. 
 8.5 Limitation on Number of Stock Appreciation Rights. In
no event may more than 200,000 Stock Appreciation Rights be granted to any individual under the Plan during any calendar year. 
 ARTICLE 9 
 RESTRICTED SHARE AWARDS 
 9.1 Restricted Share Awards. A Restricted Share Award is an Award of Shares transferred to a Participant subject to such terms and conditions as the Committee deems appropriate, including, without limitation,
restrictions on the sale, assignment, transfer, or other disposition of such Shares and may include a requirement that the Participant forfeit such Shares back to Corporation upon termination of Participant’s employment (or service as a
Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) for specified reasons within a specified period of time or upon other conditions, as set forth in the Award Agreement for such Shares. Each Participant receiving a
Restricted Share Award will be issued a stock certificate in respect of such Shares, registered in the name of such Participant, and will execute a stock power in blank with respect to the Shares evidenced by such certificate. The certificate
evidencing such Shares and the stock power will be held in custody by Corporation until the Restrictions have lapsed. 
  

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 9.2 General. Restricted Share Awards are subject to the terms and conditions of Article 6 and
this Article 9 and Award Agreements governing Restricted Share Awards may contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee deems desirable. 
 9.3 Restriction Period. Award Agreements for Restricted Share Awards will provide that the Shares subject to Restricted Share Awards may not be
transferred, and may provide that, in order for a Participant to Vest in such Restricted Share Awards, the Participant must remain in the employment (or remain as a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) of
Corporation or its Subsidiaries, subject to relief for reasons specified in the Award Agreement, for a period commencing on the grant date of the Award and ending on such later date or dates as the Committee may designate at the time of the Award
(the “Restriction Period”). During the Restriction Period, a Participant may not sell, assign, transfer, pledge, encumber, or otherwise dispose of Shares received under a Restricted Share Award grant. The Committee, in its sole discretion,
may provide for the lapse of restrictions in installments during the Restriction Period. Upon expiration of the applicable Restriction Period (or lapse of Restrictions during the Restriction Period where the Restrictions lapse in installments) the
Participant will be entitled to settlement of the Restricted Share Award or portion thereof, as the case may be. Although Restricted Share Awards will typically Vest based on continued employment (or service as a Non-Employee Board Director,
Non-Employee Subsidiary Director, or Consultant), the Committee, in its discretion, may condition Vesting of Restricted Share Awards on attainment of designated performance goals as well as continued employment (or service as a Non-Employee Board
Director, Non-Employee Subsidiary Director, or Consultant). In such case, the Restriction Period for such a Restricted Share Award will include the period prior to satisfaction of the performance goals. 
 9.4 Forfeiture. If a Participant ceases to be an employee (or Consultant, Non-Employee Board Director, or Non-Employee Subsidiary Director) of
Corporation or a Subsidiary during the Restriction Period for any reason other than reasons which may be specified in an Award Agreement (such as death, Disability, or Retirement), the Award Agreement may require that all non-Vested Shares
previously granted to the Participant be forfeited and returned to Corporation. 
 9.5 Settlement of Restricted Share Awards. Upon
Vesting of a Restricted Share Award, the legend on such Shares will be removed, the Participant’s stock power will be returned and the Shares will no longer be Restricted Shares. 
 9.6 Rights as a Shareholder. A Participant has, with respect to unforfeited Shares received under a Restricted Share Award grant, all the rights
of a shareholder of Corporation, including the right to vote the Shares, and the right to receive any cash dividends. Stock dividends issued with respect to non-Vested Shares granted under a Restricted Share Award will be treated as additional
Shares covered by the Restricted Share Award and will be subject to the same Restrictions. 
  

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 ARTICLE 10 
 OTHER STOCK-BASED AND COMBINATION AWARDS 
 10.1 Other Stock-Based Awards. The Committee may
grant other Awards under the Plan pursuant to which Shares are or may in the future be acquired, or Awards denominated in or measured by Share equivalent units, including Awards valued using measures other than the market value of Shares. Other
Stock-Based Awards are not restricted to any specific form or structure and may include, without limitation, Share purchase warrants, other rights to acquire Shares, and securities convertible into or redeemable for Shares. Such Other Stock-Based
Awards may be granted either alone, in addition to, or in tandem with, any other type of Award granted under the Plan. 
 10.2 Combination
Awards. The Committee may also grant Awards under the Plan in tandem or combination with other Awards or in exchange of Awards, or in tandem or combination with, or as alternatives to, grants or rights under any other employee plan of
Corporation, including the plan of any acquired entity. No action authorized by this Section will reduce the amount of any existing benefits or change the terms and conditions thereof without the Participant’s consent. 
 ARTICLE 11 
 DIVIDEND EQUIVALENTS 

 Subject to any restrictions in Section 409A, any Award may, to the extent provided in the Award Agreement, earn dividend equivalents.
In respect of any such Award that is outstanding on a dividend record date for Common Stock, the Participant may be credited with an amount equal to the amount of cash or stock dividends that would have been paid on the Shares covered by such Award,
had such covered Shares been issued and outstanding on such dividend record date. The Committee will establish such rules and procedures governing the crediting of dividend equivalents, including the timing, form of payment, and payment
contingencies of such dividend equivalents, as it deems appropriate or necessary. 
 ARTICLE 12 
 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. 
 12.1 Plan Does Not Restrict Corporation. The existence of the Plan and the Awards granted under the Plan will not affect or restrict in any way the right or power of the Board or the shareholders of Corporation
to make or authorize any adjustment, recapitalization, reorganization, or other change in Corporation’s capital structure or its business, any merger or consolidation of Corporation, any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting Corporation’s capital stock or the rights thereof, the dissolution or liquidation of Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding.

 12.2 Adjustments by the Committee. In the event of any change in capitalization affecting the Common Stock of Corporation, such as
a stock dividend, stock split, recapitalization, merger, consolidation, split-up, combination or exchange of shares or other form of reorganization, or any other change affecting the Common Stock, such proportionate 

  

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adjustments, if any, as the Committee, in its sole discretion, may deem appropriate to reflect such change, will be made with respect to the aggregate number
of Shares for which Awards in respect thereof may be granted under the Plan, the maximum number of Shares which may be sold or awarded to any Participant, the number of Shares covered by each outstanding Award, and the base price or purchase price
per Share in respect of outstanding Awards. The Committee may also make such adjustments in the number of Shares covered by, and price or other value of, any outstanding Awards in the event of a spin-off or other distribution (other than normal cash
dividends), of Corporation assets to shareholders. 
 ARTICLE 13 
 AMENDMENT AND TERMINATION 
 The Board may amend, suspend, or terminate the Plan
or any portion of the Plan at any time, provided that no amendment may be made without shareholder approval if such approval is required by applicable law or the requirements of an applicable stock exchange or registered securities association.

 ARTICLE 14 
 MISCELLANEOUS 
 14.1 Tax Withholding. Corporation has the right to deduct from any settlement of any Award under the
Plan, including the delivery or Vesting of Shares or Awards, any federal, state, or local taxes of any kind required by law to be withheld with respect to such payments or to take such other action as may be necessary in the opinion of Corporation
to satisfy all obligations for the payment of such taxes. The recipient of any payment or distribution under the Plan has the obligation to make arrangements satisfactory to Corporation for the satisfaction of any such tax withholding obligations.
Corporation will not be required to make any such payment or distribution under the Plan until such obligations are satisfied. 
 14.2
Unfunded Plan. The Plan will be unfunded and Corporation will not be required to segregate any assets that may at any time be represented by Awards under the Plan. Any liability of Corporation to any person with respect to any Award under the
Plan will be based solely upon any contractual obligations that may be effected pursuant to the Plan. No such obligation of Corporation will be deemed to be secured by any pledge of, or other encumbrance on, any property of Corporation. 

14.3 Payments to Trust. The Committee is authorized to cause to be established a trust agreement or several trust agreements whereunder the
Committee may make payments of amounts due or to become due to Participants in the Plan. 
 14.4 Annulment of Awards. Any Award
Agreement may provide that the grant of an Award payable in cash is revocable until cash is paid in settlement thereof or that grant of an Award payable in Shares is revocable until the Participant becomes entitled to the certificate in settlement
thereof. In the event the employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) of a Participant is terminated for cause (as defined below), any Award that is revocable will be annulled as of the
date of such termination for cause. For the purpose of this Section 14.4, the term “for cause” has the meaning set forth in 

  

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the Participant’s employment agreement, if any, or otherwise means any discharge (or removal) for material or flagrant violation of the policies and
procedures of Corporation or for other performance or conduct which is materially detrimental to the best interests of Corporation, as determined by the Committee. 
 14.5 Engaging in Competition With Corporation. Any Award Agreement may provide that, if a Participant terminates employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or
Consultant) with Corporation or a Subsidiary for any reason whatsoever, and within a period of time (as specified in the Award Agreement) after the date thereof accepts employment with any competitor of (or otherwise engages in competition with)
Corporation, the Committee, in its sole discretion, may require such Participant to return to Corporation the economic value of any Award that is realized or obtained (measured at the date of exercise, Vesting, or payment) by such Participant at any
time during the period beginning on the date that is six months prior to the date of such Participant’s termination of employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) with Corporation.

 14.6 Other Corporation Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made
pursuant to the Plan are not to be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination indemnity or severance pay law of any state or country and will not be included in, or have any effect on, the
determination of benefits under any other employee benefit plan or similar arrangement provided by Corporation or a Subsidiary unless expressly so provided by such other plan or arrangements, or except where the Committee expressly determines that
an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of cash compensation. Awards under the Plan may be made in combination with
or in tandem with, or as alternatives to, grants, awards, or payments under any other Corporation or Subsidiary plans, arrangements, or programs. The Plan notwithstanding, Corporation or any Subsidiary may adopt such other compensation programs and
additional compensation arrangements as it deems necessary to attract, retain, and reward employees and directors for their service with Corporation and its Subsidiaries. 
 14.7 Securities Law Restrictions. No Shares may be issued under the Plan unless counsel for Corporation is satisfied that such issuance will be in compliance with applicable federal and state securities laws.
Certificates for Shares delivered under the Plan may be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange or registered securities association upon which the Common Stock is then listed or quoted, and any applicable federal or state securities laws. The Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. 
 14.8 Governing Law. Except with respect to references to the Code or federal securities
laws, the Plan and all actions taken thereunder will be governed by and construed in accordance with the laws of the state of Maryland. 
  

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 ARTICLE 15 
 SHAREHOLDER APPROVAL 
 The adoption of the Plan and the grant of Awards under the Plan are expressly
subject to the approval of the Plan by Corporation’s shareholders holding a majority of Corporation’s outstanding Shares. 
  

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