1995 Long-Term Incentive Plan


 Exhibit 4.3 

INTERFACE DATA SYSTEMS, INC. 

1995 LONG-TERM INCENTIVE PLAN 

ARTICLE 1 PURPOSE 

1.1 GENERAL. The purpose of the Interface Data Systems, Inc. 1995 Long-Term Incentive Plan (the “Plan”) is to promote the
success, and enhance the value, of Interface Data Systems, Inc. (the “Company”), by linking the personal interests of its key employees and non-employee directors to those of Company shareholders and by providing its key employees and
non-employee directors 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 those persons 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 incentive awards from time to time to selected officers, key employees, and non-employee directors of the Company
and any Subsidiary. 
 ARTICLE 2 EFFECTIVE DATE 

2.1 EFFECTIVE DATE. The Plan is effective as of January 31, 1995 (the “Effective Date). Within one year after the
Effective Date, the Plan shall be submitted to the shareholders of the Company for their approval. The Plan will be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of the shares of stock of
the Company present, or represented, and entitled to vote at a meeting duly held (or by the written consent of the holders of a majority of the shares of stock of the Company entitled to vote) in accordance with the applicable provisions of the
Arizona Corporation Law and the Company’s Bylaws and Articles of Incorporation. Any Awards granted under the Plan prior to shareholder approval are effective when made (unless the Board specifies otherwise at the time of grant), but no Award
may be exercised or settled and no restrictions relating to any Award may lapse before shareholder approval. If the shareholders fail to approve the Plan, any Award previously made shall be automatically canceled without any further act. 

ARTICLE 3 DEFINITIONS AND CONSTRUCTION 

3.1 DEFINITIONS. When a word or phrase appears in this 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 or in Sections 1.1 or 2.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the
following meanings: 
 (a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award,
Performance Share Award, Dividend Equivalent Award, or Other Stock-Based Award, or any other right or interest relating to Stock or cash granted to a Participant under the Plan. 






 (b) “Award Agreement” means any written agreement, contract, or
other instrument or document evidencing an Award. 
 (c) “Board” means the Board of Directors of the
Company. 
 (d) “Cause” means if the Board, in its reasonable and good faith discretion, determines
that the employee (i) has developed or pursued interests substantially adverse to the Company, (ii) materially breached his or her employment agreement, if any, (iii) has not devoted all or substantially all of his or her business
time, effort, and attention to the affairs of the Company, (iv) is convicted of a felony involving moral turpitude, or (v) has engaged in activities or omissions that are detrimental to the well-being of the Company or its employees.

 (e) “Change of Control” means and includes each of the following: 

(1) A change of control of the Company through a transaction or series of transactions, such that any person (as that term
is used in Section 13 and 14(d)(2) of the 1934 Act), excluding affiliates of the Company as of the Effective Date, is or becomes the beneficial owner (as that term is used in Section 13(d) of the 1934 Act) directly or indirectly of securities
of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; 

(2) Any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or
pursuant to which Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Stock immediately before the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, provided, that if prior to the merger the entity in which the Company is merged agrees to assume the Company’s obligations under this Plan, a Change of Control under this subparagraph
(2) shall not be deemed to occur; 
 (3) The shareholders of the Company approve any plan or proposal for
the liquidation or dissolution of the Company; or 
 (4) Substantially all of the assets of the Company are sold
or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Code) in which the Company is a member. 

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

(g) “Disability” shall mean any illness or other physical or mental condition of a Participant which renders the
Participant incapable of performing his customary 
  

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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 Board is permanent and continuous in nature. The Board may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition. 

(h) “Dividend Equivalent” means a right granted to a Participant under Article 11. 

(i) “Fair Market Value” means with respect to Stock or any other property, the fair market value of such Stock
or other property as determined by the Board in its discretion, under one of the following methods: (i) the closing price for the Stock as reported on the NASDAQ National Market System (or any other national securities exchange on which the
Stock is then listed) for that date or, if no prices are so reported for that date, such prices on the next preceding date for the closing price is reported; or (ii) the price as determined by such methods or procedures as may be established
from time to time by the Board. 
 (j) “Incentive Stock Option” means an Option that is intended to
meet the requirements of Section 422 of the Code or any successor provision thereto. 
 (k)
“Non-Qualified Stock Option” means an Option that is not intended to be an Incentive Stock Option. 

(I) “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 NonQualified Stock Option. 

(m) “Other Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or is
valued by reference to Stock or other Awards relating to Stock. 
 (n) “Participant” means a person
who, as an officer, key employee, or non-employee director of the Company or any Subsidiary, has been granted an Award under the Plan. 

(o) “Performance Share” means a right granted to a Participant under Article 9, to receive cash, Stock, or other
Awards, the payment of which is contingent upon achieving certain performance goals established by the Board. 

(p) “Plan” means the Interface Data Systems, Inc. 1995 Long-Term Incentive Plan, as amended from time to time.

 (q) “Restricted Stock Award” means Stock granted to a Participant under Article 10 that is subject
to certain restrictions and to risk of forfeiture 
  

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 (r) “Stock” means the common stock of the Company of such class or
classes as designated by the Board and such other securities of the Company that may be substituted for Stock pursuant to Article 13. 

(s) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to
receive a payment equal to the difference between the Fair Market Value of a share of Stock as of the date of exercise of the SAR over the grant price of the SAR, all as determined pursuant to Article 8. 

(t) “Subsidiary” means any corporation, domestic or foreign, of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Company. 
 ARTICLE 4 ADMINISTRATION 

4.1 BOARD. The Plan shall be administered by the Board, or a committee that is appointed by, and serves at the discretion of, the
Board. 
 4.2 ACTION BY THE BOARD. A majority of the Board shall constitute a quorum. The acts of a majority of the
members present at any meeting at which a quorum is present and acts approved in writing by a majority of the Board in lieu of a meeting shall be deemed the acts of the Board. Each member of the Board 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 Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan. 
 4.3 AUTHORITY OF BOARD. The Board has the
exclusive power, authority and discretion to: 
 (a) Designate Participants; 

(b) Determine the type or types of Awards to be granted to each Participant; 

(c) Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate;

 (d) Determine the terms and conditions of any Award granted under the Plan including but not limited to, the
exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, based in each
case on such considerations as the Board in its sole discretion determines; 
  

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 (e) 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 Award may be cancelled, forfeited, or surrendered 

(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant; 

(g) Decide all other matters that must be determined in connection with an Award; 

(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;
and 
 (i) Make all other decisions and determinations that may be required under the Plan or as the Board deems
necessary or advisable to administer the Plan. 
 4.4 DECISIONS BINDING. The Board’s interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and determinations by the Board with respect to the Plan are final, binding, and conclusive on all parties. 

ARTICLE 5 SHARES SUBJECT TO THE PLAN 

5.1 NUMBER OF SHARES. Subject to adjustment provided in Section 14.1, the aggregate number of shares of Stock reserved and
available for Awards or which may be used to provide a basis of measurement for or to determine the value of an Award (such as with a Stock Appreciation Right or Performance Share Award) shall be 1,500,000. 

5.2 LAPSED AWARDS. To the extent that an Award terminates, expires, or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan and shares subject to SARs or other Awards settled in cash will be available for the grant of an Award under the Plan, in each case to the full extent available pursuant to the
rules and interpretations of the Securities and Exchange Commission under Section 16 of the 1934 Act, as amended. 
 5.3
STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock or treasury Stock. 

ARTICLE 6 ELIGIBILITY 

6.1 GENERAL. Awards may be granted only to individuals who are officers, key employees (including employees who also are
directors), and non-employee directors of the Company or a Subsidiary, as determined by the Board. 
  

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 ARTICLE 7 STOCK OPTIONS 

7.1 GENERAL. The Board 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 Board.

 (b) TIME AND CONDITIONS OF EXERCISE. The Board shall determine the time or times at which an Option may
be exercised in whole or in part. The Board also shall determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised. 

(c) PAYMENT. The Board shall determine the methods by which the exercise price of an Option may be paid, the form
of payment, including, without limitation, cash, shares of Stock, or other property (including net issuance or other “cashless exercise” arrangements), and the methods by which shares of Stock shall be delivered or deemed to be delivered
to Participants. Without limiting the power and discretion conferred on the Board pursuant to the preceding sentence, the Board may, in the exercise of its discretion, but need not, allow a Participant to pay the Option price by directing the
Company to withhold from the shares of Stock that would otherwise be issued upon exercise of the Option that number of shares having a Fair Market Value on the exercise date equal to the Option price, all as determined pursuant to rules and
procedures established by the Board. 
 (d) EVIDENCE OF GRANT. All Options shall be evidenced by a written
Award Agreement between the Company and the Participant. The Award Agreement shall include such provisions as may be specified by the Board. 

7.2 INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the following
additional rules: 
 (a) EXERCISE PRICE. The exercise price per share of Stock shall be set by the Board,
provided that the exercise price for any Incentive Stock Option may not be less than the Fair Market Value as of the date of the grant. 

(b) EXERCISE. In no event, may any Incentive Stock Option be exercisable for more than ten years from the date of
its grant. 
 (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse under the following
circumstances: 
 (1) The Incentive Stock Option shall lapse ten (10) years after it is granted, unless an
earlier time is set in the Award Agreement. 
 (2) The Incentive Stock Option shall lapse ninety (90) days
after the Participant’s termination of employment, except in the case of the Participant’s termination of employment due to Disability, in which case the Incentive 

 

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Stock Option shall lapse twelve (12) months after the date the Participant terminates employment. In each such case, the Participant shall be able to exercise any vested and otherwise
exercisable Incentive Stock Option prior to the date such Option lapses. 
 (3) If the Participant dies before
the Option lapses pursuant to paragraph (1) or (2), above, the Incentive Stock Option shall lapse, unless it is previously exercised, on the earlier of (i) the date on which the Option would have lapsed had the Participant lived and had
his employment status (i.e., whether the Participant was employed by the Company on the date of his death or had previously terminated employment) remained unchanged; or (ii) twelve (12) months after the date of the Participant’s
death. Upon the Participant’s death, any vested and otherwise exercisable Incentive Stock Options may be exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do so under the
Participant’s last will and testament, or, if the Participant shall fail to make testamentary disposition of such Incentive Stock Option or shall die intestate, by the person or persons entitled to receive said Incentive Stock Option under the
applicable laws of descent and distribution. 
 (4) If the Participant’s employment is terminated for Cause,
the Option lapses automatically upon the Participant’s termination of employment. 
 (d) INDIVIDUAL
DOLLAR LIMITATION. The aggregate Fair Market Value (determined as of the time an Award is made) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed One
Hundred Thousand Dollars ($100,000.00). 
 (e) TEN PERCENT OWNERS. An Incentive Stock Option shall be
granted to any individual who, at the date of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of Stock of the Company only if, at time such Option is granted, the Option price is at
least one hundred ten percent (110%) of the Fair Market Value of the Stock and such Option by its terms is not exercisable after the expiration of five (5) years from the date the Option is granted. 

(f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an Incentive Stock Option may be made pursuant to this Plan
after December 31, 2004. 
 (g) RIGHT TO EXERCISE. During a Participant’s lifetime, an Incentive
Stock Option may be exercised only by the Participant. 
  

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 ARTICLE 8 STOCK APPRECIATION RIGHTS 

8.1 GRANT OF SARS. The Board is authorized to grant SARs to Participants on the following terms and conditions: 

(a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the Participant to whom it is granted has
the right to receive the excess, if any, of: 
 (1) The Fair Market Value of one share of Stock on the date of
exercise; over 
 (2) The grant price of the Stock Appreciation Right as determined by the Board, which shall not
be less than the Fair Market Value of one share of Stock on the date of grant in the case of any SAR related to any Incentive Stock Option. 

(b) OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced by an Award Agreement. The terms,
methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Stock Appreciation Right shall be determined by the Board at the time of the grant of the Award and shall be reflected
in the Award Agreement. 
 ARTICLE 9 PERFORMANCE SHARES 

9.1 GRANT OF PERFORMANCE SHARES. The Board is authorized to grant Performance Shares to Participants on such terms and conditions
as may be selected by the Board. The Board shall have the complete discretion to determine the number of Performance Shares granted to each Participant. All Awards of Performance Shares shall be evidenced by an Award Agreement. 

9.2 RIGHT TO PAYMENT. A grant of Performance Shares gives the Participant rights, valued as determined by the Board, and payable
to, or exercisable by, the Participant to whom the Performance Shares are granted, in whole or in part as the Board shall establish at grant or thereafter. The Board shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which they are met, will determine the number and value of Performance Shares that will be paid to the Participant, provided that the time period during which the performance
goals must be met shall, in all cases, exceed six months. 
 9.3 OTHER TERMS. Performance Shares may be payable in cash,
Stock, or other property, and have such other terms and conditions as determined by the Board and reflected in the Award Agreement. 

ARTICLE 10 RESTRICTED STOCK AWARDS 

10.1 GRANT OF RESTRICTED STOCK. The Board is authorized to make Awards of Restricted Stock to Participants in such amounts and
subject to such terms and conditions as may be selected by the Board. All Awards of Restricted Stock shall be evidenced by a Restricted Stock Award Agreement. 
  

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 10.2 ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Board 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, or otherwise, as the Board determines at the time of the grant of the Award or thereafter. 

10.3 FORFEITURE. Except as otherwise determined by the Board at the time of the grant of the Award or thereafter, upon termination
of employment during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company, provided, however, that the Board may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of termination resulting from specified causes, and the Board may in other cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock. 
 10.4 CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted under the
Plan may be evidenced in such manner as the Board shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate until such time as all applicable restrictions lapse. 

ARTICLE 11 DIVIDEND EQUIVALENTS 

11.1 GRANT OF DIVIDEND EQUIVALENTS. The Board is authorized to grant Dividend Equivalents to Participants subject to such terms and
conditions as may be selected by the Board. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of shares of Stock subject to an Option Award or SAR Award, as
determined by the Board. The Board may provide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional shares of Stock, or otherwise reinvested. 

ARTICLE 12 OTHER STOCK-BASED AWARDS 

12.1 GRANT OF OTHER STOCK-BASED AWARDS. The Board is authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable, valued in whole or in part by reference to, or otherwise based on or related to shares of Stock, as deemed by the Board to be consistent with the purposes of the Plan, including without limitation
shares of Stock awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other lights convertible or exchangeable into shares of Stock, and Awards valued by reference to
book value of shares of Stock or the value of securities of or the performance of specified Subsidiaries. The Board shall determine the terms and conditions of such Awards. 

 

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 ARTICLE 13 PROVISIONS APPLICABLE TO AWARDS 

13.1 STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted under the Plan may, in the discretion of the Board, be granted
either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan. If an Award is granted in substitution for another Award, the Board 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 

13.2 EXCHANGE PROVISIONS. The Board may at any time offer to exchange or buy out any previously granted Award for a payment in
cash, Stock, or another Award (subject to Section 13.1), based on the terms and conditions the Board determines and communicates to the Participant at the time the offer is made. 

13.3 TERM OF AWARD. The term of each Award shall be for the period as determined by the Board, provided that in no event shall the
term of any Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of ten years from the date of its grant. 

13.4 FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any applicable law or Award Agreement, payments or transfers
to be made by the Company or a Subsidiary on the grant or exercise of an Award may be made in such forms as the Board determines at or after the time of grant, 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 Board. The Board may also authorize payment in the
exercise of an Option by net issuance or other cashless exercise methods. 
 13.5 LIMITS ON TRANSFER. No right or
interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party
other than the Company or a Subsidiary. Except as otherwise provided below, no Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option,
pursuant to a court order that would otherwise satisfy the requirements to be a domestic relations order as defined in Section 414(p)(1)(B) of the Code, if the order satisfies Section 414(p)(1)(A) of the Code notwithstanding that such an
order relates to the transfer of a stock option rather than an interest in an employee benefit pension plan. In the Award Agreement for any Award other than an Award that includes an Incentive Stock Option, the Board may allow a Participant to
assign or otherwise transfer all or a portion of the rights represented by the Award to specified individuals or classes of individuals, or to a trust benefitting such individuals or classes of individuals, subject to such restriction, limitations,
or conditions as the Board deems to be appropriate. 
 13.6 BENEFICIARIES. Notwithstanding Section 13.5, a
Participant may, in the manner determined by the Board, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s

  

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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 Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Board. If the Participant is married and resides in a jurisdiction in which
community property laws apply, a designation of a person other than the Participant’s spouse as his beneficiary with respect to more than 50 percent of the Participant’s interest in the Award shall not be effective without the written
consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto under the Participant’s will or the laws of descent and distribution. 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 Board. 

13.7 STOCK CERTIFICATES. All Stock certificates delivered under the Plan are subject to any stop-transfer orders and other
restrictions as the Board 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 with the Stock is listed, quoted, or
traded. The Board may place legends on any Stock certificate to reference restrictions applicable to the Stock. 
 13.8
ACCELERATION UPON A CHANGE OF CONTROL. If a Change of Control occurs, all outstanding Options, Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised may, in the sole and absolute discretion of the Board,
become fully exercisable and all restrictions on outstanding Awards shall lapse. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to
be Non-Qualified Stock Options. 
 ARTICLE 14 CHANGES IN CAPITAL STRUCTURE 

14.1 GENERAL. In the event a stock dividend is declared upon the Stock, the shares of Stock then subject to each Award (and the
number of shares subject thereto) shall be increased proportionately without any change in the aggregate purchase price therefor. In the event the Stock shall be changed into or exchanged for a different number or class of shares of Stock or of
another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, there shall be substituted for each such share of Stock then subject to each Award (and for each share of Stock
then subject thereto) the number and class of shares of Stock into which each outstanding share of Stock shall be so exchanged, all without any change in the aggregate purchase price for the shares then subject to each Award. 

ARTICLE 15 AMENDMENT, MODIFICATION AND TERMINATION 

15.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board may terminate, amend, or modify the Plan. However, without approval of the
shareholders of the Company or other conditions (as may be required by the Code, by the insider trading rules 
  

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of Section 16 of the 1934 Act, by any national securities exchange or system on which the Stock is listed or reported, or by a regulatory body having jurisdiction), no such termination,
amendment, or modification may: 
 (a) Materially increase the total number of shares of Stock that may be issued
under the Plan, except as provided in Section 14.1; 
 (b) Materially modify the eligibility requirements
for participation in the Plan; or 
 (c) Materially increase the benefits accruing to Participants under the
Plan. 
 15.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification of the Plan shall adversely affect in
any material way any Award previously granted under the Plan, without the written consent of the Participant. 
 ARTICLE 16
GENERAL PROVISIONS 
 16.1 NO RIGHTS TO AWARDS. No Participant or employee shall have any claim to be granted any
Award under the Plan, and neither the Company nor the Board is obligated to treat Participants or employees uniformly. 
 16.2
NO STOCKHOLDERS RIGHTS. No Award gives the Participant any of the rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with such Award. 

16.3 WITHHOLDING. The Company or any Subsidiary 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 United States Federal, state, and local taxes (including the Participant’s FICA obligation and any withholding obligation imposed by any country other than the United States
in which the Participant resides) required by law to be withheld with respect to any taxable event arising as a result of this Plan. 

16.4 NO RIGHT TO EMPLOYMENT. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary. 

16.5 UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.

  

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 16.6 INDEMNIFICATION. To the extent allowable under applicable law, each member of
the Board shall be indemnified and held harmless by the Company from any loss, cost liability, or expense 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 he or she may be a party or in which he or she 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 him or her in satisfaction of judgment in such action, suit, or proceeding
against him or her provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her 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 By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or
hold them harmless. 
 16.7 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 other benefit plan of the Company or any Subsidiary. 

16.8 EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries. 

16.9 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. 
 16.10 FRACTIONAL
SHARES. No fractional shares of stock shall be issued and the Board 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. 

16.11 SECURITIES LAW COMPLIANCE. With respect to any person who is, on the relevant date, obligated to file reports under
Section 16 of the 1934 Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or as successors under the 1934 Act. To the extent any provision of the Plan or action by the Board fails to so comply,
it shall be void to the extent permitted by law and voidable as deemed advisable by the Board. 
 16.12 GOVERNMENT AND OTHER
REGULATIONS. The obligation of the Company to make payment of a awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be
under no obligation to register under the Securities Act of 1933, as amended (the “1933 Act”), any of the shares of Stock paid under the Plan. If the shares paid under the Plan may in certain circumstances be exempt from registration under
the 1933 Act, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. 

16.13 TAX BENEFIT. Unless otherwise specified by the Board in the Award Agreement, upon the exercise of, or the lapse of any
restriction with respect to, any Award under this Plan, the Participant shall be entitled to receive a cash bonus from the Company 

 

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equal to the Participant’s federal and state income and employment tax liability due from the Participant as a result of such exercise or lapse of restriction. The Company may, at its
discretion, withhold from such cash bonus such amount as may be necessary to satisfy the Company’s withholding obligation as set forth in Section 16.3. 

16.14 GOVERNING LAW. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State
of Arizona. 
 IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized
representative this 7th day of October, 1995. 

 

			
	INTERFACE DATA SYSTEMS, INC.
		
	By:	 	 /S/ S. SAMARAVIJAYA




 

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