EX-4.6



 Exhibit 4.6 

APPENDIX C 
 APOGEE ENTERPRISES, INC.

 2019 NON-EMPLOYEE DIRECTOR STOCK PLAN 

Section 1.    Purpose. 

The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and
retaining Non-Employee Directors capable of providing strategic direction to, and assuring the future success of, the Company, to encourage such Non-Employee Directors to put forth maximum efforts for the success of the Company’s business and
an opportunity to acquire a proprietary interest in the Company, thereby aligning the interests of such Non-Employee Directors with the Company’s shareholders. 

Section 2.    Definitions. 

As used in the Plan, the following terms shall have the meanings set forth below: 

(a) “Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) who or which, together with all Affiliates and Associates of such person, is the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of 10% or more of the shares of Common Stock of the Company then outstanding, but
shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of Common Stock organized, appointed or established for, or pursuant to the
terms of, any such plan. For purposes of this definition, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 

(b) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled
by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee. 

(c) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Dividend Equivalent
granted under the Plan. 
 (d) “Award Agreement” shall mean any written agreement, contract or other instrument or document
evidencing an Award granted under the Plan (including a document in electronic medium) executed in accordance with the requirements of Section 7(b). 

(e) “Board” shall mean the Board of Directors of the Company. 

(f) “Change-in-Control” shall mean: 

(i) a change-in-control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Exchange Act, or successor provision thereto, whether or not the Company is then subject to such reporting requirement including, without limitation, any of the following events: 

(A) the consummation of any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation
or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities, or other property, other than a merger of the Company in which all or substantially all of the holders of the Company’s Common Stock
immediately prior to the consolidation or merger own more than 65% of the common stock of the surviving corporation immediately after the merger in the same relative proportions as their ownership of the Company’s Common Stock immediately prior
to the consolidation or merger; 
 (B) any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company; 







 (C) any reorganization, reverse stock split, or recapitalization of the Company which
would result in a Change-in-Control; or 
 (D) any transaction or series of related transactions having, directly or indirectly, the
same effect as any of the foregoing. 
 (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then
outstanding securities; or 
 (iii) the Continuing Directors cease to constitute a majority of the Company’s Board. 

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated
thereunder. 
 (h) “Committee” shall mean the Nominating and Corporate Governance Committee of the Board or any successor
committee of the Board designated by the Board to administer the Plan. 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. 
 (i) “Common
Stock” shall mean shares of common stock, $.33-1/3 par value, of the Company. 
 (j) “Company” shall mean Apogee
Enterprises, Inc., a Minnesota corporation, and any successor corporation. 
 (k) “Continuing Director” shall mean any
person who is a member of the Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, and who (A) was a member of the Board on
the date of the applicable Award Agreement or (B) subsequently becomes a member of the Board, if such person’s initial nomination for election or initial election to the Board is recommended or approved by a majority of the Continuing
Directors. For purposes of this definition, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 

(l) “Director” shall mean a member of the Board. 

(m) “Disability” shall mean permanent and total disability within the meaning of Section 22(e)(3) of the Code. 

(n) “Dividend Equivalent” shall mean any right granted under Section 5(d) of the Plan. 

(o) “Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended. 

(p) “Fair Market Value” shall mean, 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 closing sale price of the Shares as reported on the NASDAQ Global Select Market on such date or, if such market is not open for trading on such date, on the most recent preceding
date when such market is open for trading. 
 (q) “Non-Employee Director” shall mean a Director who is not also an employee
of the Company or an Affiliate. 







 (r) “Option” shall mean an option granted under Section 5(a) of the Plan
that is not intended to meet the requirements of Section 422 of the Code or any successor provision. 
 (s)
“Participant” shall mean a Non-Employee Director granted an Award under the Plan. 
 (t) “Person” shall mean any
individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust. 
 (u)
“Plan” shall mean this Apogee Enterprises, Inc. 2019 Non-Employee Director Stock Plan, as amended from time to time. 
 (v)
“Prior Stock Plan” shall mean the Apogee Enterprises, Inc. 2009 Non-Employee Director Stock Incentive Plan, as amended. 

(w) “Restricted Stock” shall mean any Share granted under Section 5(c) of the Plan. 

(x) “Restricted Stock Unit” shall mean any unit granted under Section 5(c) of the Plan evidencing the right to receive a
Share (or a cash payment equal to the Fair Market Value of a Share) at some future date. 
 (y) “Retirement” shall mean a
Non-Employee Director’s termination of service on the Board under such circumstances determined to constitute retirement by the Committee in its sole discretion. 

(z) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any
successor rule or regulation. 
 (aa) “Section 409A” shall mean Section 409A of the Code, or any successor provision,
and applicable Treasury Regulations and other applicable guidance thereunder. 
 (bb) “Shares” shall mean shares of Common
Stock or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan. 

(cc) “Stock Appreciation Right” shall mean any right granted under Section 5(b) of the Plan. 

Section 3.    Administration. 

(a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of
the Plan and to applicable law, the Committee shall have full power and authority to: 
 (i) designate Participants; 

(ii) determine the type or types of Awards to be granted to each Participant under the Plan; 

(iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in
connection with) each Award; 
 (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating
to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; 

(v) amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Sections 5 and 6; 

(vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations
under Sections 5 and 6, 







 (vii) determine whether, to what extent and under what circumstances Awards may be
exercised in cash or Shares, canceled, forfeited or suspended; 
 (viii) determine whether, to what extent and under what
circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A and Section 5; 

(ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; 

(x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; 
 (xi) make any other determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan; and 
 (xii) adopt such modifications, rules, 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 an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates or Participants located in any
particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non United States jurisdictions. 

Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant and any holder or beneficiary of any Award or Award
Agreement. 
 (b) Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, the Board may,
at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan. 

Section 4.    Shares Available for Awards. 

(a) Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that
may be issued under all Awards under the Plan shall equal 150,000. The aggregate number of Shares that may be issued under all Awards under the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance with the Share
counting rules described in Section 4(b) below. On and after shareholder approval of this Plan, no awards shall be granted under the Prior Stock Plan, but all outstanding awards previously granted under the Prior Stock Plan shall remain
outstanding and subject to the terms of the Prior Stock Plan. 
 (b) Counting Shares. Except as set forth below in this
Section 4(b), if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of
Shares available for granting Awards under the Plan. 
 (i) Shares Added Back to Reserve. Subject to the limitations in
Section 4(b)(ii) below, if any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company, or if an Award otherwise terminates or is cancelled without delivery of any Shares, then
the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation, shall again be available for
granting Awards under the Plan. 
 (ii) Shares Not Added Back to Reserve. Notwithstanding anything to the contrary in Section
(b)(i) above, the following Shares will not again become available for issuance under the Plan: (A) any Shares which would have been issued upon any exercise of an Option but for the fact 







 
that the exercise price was paid by a “net exercise” pursuant to Section 5(a)(iii)(B) or any Shares tendered in payment of the exercise price of an Option; (B) any Shares
withheld by the Company or Shares tendered to satisfy any tax withholding obligation with respect to an Award; (C) Shares covered by a stock settled Stock Appreciation Right issued under the Plan that are not issued in connection with
settlement in Shares upon exercise; or (D) Shares that are repurchased by the Company using Option exercise proceeds. 
 (iii)
Cash Only Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against the aggregate number of Shares available for Awards under the Plan. 

(iv) Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously
granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the aggregate number of Shares available for Awards under the Plan. 

(c) Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form
of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company,
issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that
thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and (iv) the
limitations contained in Section 4(d) below; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be rounded down to the nearest whole number. Such adjustment shall be made by the
Committee or the Board, whose determination in that respect shall be final, binding and conclusive. 
 (d) Annual Limitation for
Awards Granted to Non-Employee Directors. No Non-Employee Director may be granted any Award or Awards denominated in Shares that exceed in the aggregate $200,000 (such value computed as of the date of grant in accordance with applicable
financial accounting rules) in any calendar year. 
 Section 5.    Awards. 

(a) Options. The Committee is hereby authorized to grant Options to Non-Employee Directors with the following terms and
conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine: 

(i) Exercise Price. The exercise price per Share exercisable under an Option shall be determined by the Committee and shall not
be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate an exercise price below Fair Market Value on the date of grant if the
Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate. 

(ii) Option Term. The term of each Option shall be fixed by the Committee but shall not be longer than ten (10) years from
the date of grant. 
 (iii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option
may be exercised within the Option term, either in whole or in part, and the method of exercise, except that any exercise price tendered shall be in either cash, Shares having a Fair Market Value on the exercise date equal to the applicable exercise
price or a combination thereof, as determined by the Committee. 







 (A) Promissory Notes. Notwithstanding the foregoing, the Committee may not accept a
promissory note as consideration. 
 (B) Net Exercises. The terms of any Option may be written to permit the Option to be
exercised by delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if any, of the Fair Market Value of the Shares underlying the Option being exercised, on
the date of exercise, over the exercise price of the Option for such Shares. 
 (b) Stock Appreciation Rights. The Committee
is hereby authorized to grant Stock Appreciation Rights to Non-Employee Directors subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to
receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than one
hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the
Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement,
the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right
shall be subject to the ten (10) year maximum term in Section 5(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate. 

(c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant Awards of Restricted Stock and
Restricted Stock Units to Non-Employee Directors with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine: 

(i) Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee
may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. Vesting of such Awards may, at the Committee’s discretion, be conditioned upon the Participant’s completion of a minimum period of
service with the Company or an Affiliate, or upon the achievement of one or more performance goals established by the Committee, or upon any combination of service based and performance based conditions, subject to the minimum vesting requirements
in Section 5(e). Notwithstanding the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 5(d). 

(ii) Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are
granted and may be evidenced in such manner as the Committee may deem appropriate, including book entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company, or held in
nominee name by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend
referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book entry registration) to the Participant promptly
after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted
Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units. 







 (d) Dividend Equivalents. The Committee is hereby authorized to grant Dividend
Equivalents to Non-Employee Directors under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of
cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions
as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not grant Dividend Equivalents to Participants in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is based
solely on an increase in the value of the Shares after the grant of such Award, and (ii) dividend and Dividend Equivalent amounts with respect to any Share underlying an Award may be accrued but not paid to a Participant until all conditions or
restrictions relating to such Share have been satisfied or lapsed. 
 (e) General. 

(i)  Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as
may be determined by the Committee or required by applicable law. 
 (ii) Awards May Be Granted Separately or Together. Awards
may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in
tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards. 

(iii) Limits on Transfer of Awards. No Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and
no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such
Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the
Committee may permit the transfer of an Award, other than a fully vested and unrestricted Share, to family members if such transfer is for no value and in accordance with the General Instructions to Form S-8 (or any successor to such Instructions or
such Form) under the Securities Act of 1933, as amended. The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the
Participant and receive any property distributable with respect to any Award in the event of the Participant’s death. 
 (iv)
Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan,
applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made or legends to be placed on the certificates for such Shares or other securities to reflect such restrictions. If the
Shares or other securities are traded on a securities exchange, the Company shall not be required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been admitted for trading on such
securities exchange. 
 (v) Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in
Section 4(c) hereof, the Committee may not, without prior approval of the Company’s shareholders, seek to effect any repricing of any previously granted, “underwater” Option or Stock Appreciation Right by: (i) amending or
modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; (ii) cancelling the underwater Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation Rights having a
lower exercise price; or (B) Restricted Stock or Restricted Stock Units in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash or other securities. An Option or Stock Appreciation Right
will 







 
be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Option or Stock Appreciation Right is less than the exercise price. 

(vi) Minimum Vesting. No Award shall be granted with terms providing for any right of exercise or lapse of any vesting
obligations earlier than a date that is at least one year following the date of grant (or, in the case of vesting based upon performance-based objectives, exercise and vesting restrictions cannot lapse earlier than the one year anniversary measured
from the commencement of the period over which performance is evaluated); provided, however, that the Award Agreement by its terms may permit acceleration or waiver of the minimum restrictions solely upon the Participant’s death,
Disability or Retirement. Notwithstanding the foregoing: 
 (A) A maximum of five percent (5%) of the aggregate number of Shares
available for issuance under this Plan may be issued as Awards that do not comply with the applicable one year minimum exercise and vesting requirements and limit exceptions set forth above. For purposes of counting Shares against the five percent
(5%) limitation, the Share counting rules under Section 4 of this Plan apply. 
 (B) Nothing in this Section 5 shall
limit the authority of the Committee to amend or modify any Award to accelerate the vesting or the exercisability of any Award or the lapse of any restrictions relating to any Award (except where expressly limited in Section 5(e)(vii)). 

(vii) Limits on Acceleration or Waiver of Restrictions for Change-in-Control Transactions. No Award Agreement shall, by
operation of its terms, accelerate the exercisability of any Award or the lapse of restrictions relating to any Award in connection with a reorganization, merger or consolidation of, or sale or other disposition of all or substantially all of the
assets of, the Company unless such transaction constitutes a Change-in-Control and unless such acceleration occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently occurs)
the Change-in-Control. 
 (viii) Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to
the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A of the Code and applicable guidance thereunder is otherwise payable or distributable to a Participant
under the Plan or any Award Agreement solely by reason of the occurrence of a Change-in-Control or due to the Participant’s disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by
reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change-in-Control, disability or separation from service meet the definition of a change in ownership or control,
disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the
application of Section 409A by reason of the short-term deferral exemption or otherwise. For purposes of this paragraph, a “separation from service” shall mean a complete severance for any reason of a Director’s relationship as a
Director and/or independent contractor of the Company and any Affiliates. A Director may have a separation from service upon resignation as a Director even if the Director then becomes an officer or employee of the Company or an Affiliate. In all
events, separation from service shall be construed to have a meaning consistent with the term “separation from service” as used and defined in Section 409A of the Code. 







 Section 6.    Amendment and Termination; Corrections. 

(a) Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee
may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) adversely alter or impair the terms or conditions of the Award previously
granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendments to the Plan or an Award that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any
applicable governmental entity or stock exchange (including amendments to the Plan or Awards necessary or desirable to maximize any available tax deduction or to avoid any adverse tax results, and no action taken to comply with such laws, rules,
regulations and policies shall be deemed to not impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof). 

(b) Amendments Requiring Shareholder Approval. For greater certainty and without limiting the foregoing, the Board may amend,
suspend, terminate or discontinue the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of shareholders of the Company, except that prior approval of the shareholders of the
Company shall be required for any amendment to the Plan or an Award that would: 
 (i) require shareholder approval under the rules
or regulations of the Securities and Exchange Commission, the NASDAQ Global Select Market or any other securities exchange that are applicable to the Company; 

(ii) increase the number of shares authorized under the Plan as specified in Section 4(a) of the Plan; 

(iii) permit repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 5 of the Plan; 

(iv) permit the award of Options or Stock Appreciation Rights at a price less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Section 5(a)(i) and Section 5(b) of the Plan; 

(v) increase the maximum term permitted for Options and Stock Appreciation Rights as specified in Section 5(a) and
Section 5(b); or 
 (vi) increase the number of shares subject to the limitations contained in Section 4(d) of the Plan.

 (c) Corporate Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination,
plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to
undergo such a transaction or event), the Committee or the Board may, in its sole discretion, provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event,
provided that the consummation of the event subsequently occurs), and no action taken under this Section 6(c) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof: 

(i) either (A) termination of any Award, whether or not vested, in exchange for an amount of cash and/or other property, if any,
equal to the amount that would have been attained upon the exercise of the Award or realization of the Participant’s rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this
Section 6(c)(i)(A), the Committee or the Board determines in good faith that no amount would have been attained upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated by the Company
without any payment) or (B) the replacement of the Award with other rights or property selected by the Committee or the Board, in its sole discretion; 







 (ii) that the Award be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and
prices; 
 (iii) that the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby,
notwithstanding anything to the contrary in the applicable Award Agreement; or 
 (iv) that the Award cannot vest, be exercised or
become payable after a date certain in the future, which may be the effective date of the event. 
 (d) Correction of Defects,
Omissions and Inconsistencies. The Committee may, without prior approval of the shareholders of the Company, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and
to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan. 
 Section 7.    General Provisions.

 (a) No Rights to Awards. No Non-Employee Director, Participant or other Person shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of Non-Employee Directors, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any
Participant or with respect to different Participants. 
 (b) Award Agreements. No Participant shall have rights under an
Award granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant, or until such Award Agreement is delivered and accepted through
any electronic medium in accordance with procedures established by the Company. 
 (c) No Rights of Shareholders. Except with
respect to Shares issued under Awards (and subject to such conditions as the Committee may impose on such Awards pursuant to Section 5(c)(i) or Section 5(d)), neither a Participant nor the Participant’s legal representative shall be,
or have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until the Shares have been issued. 

(d) No Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases. 

(e) No Right to Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained as a
Director. 
 (f) Governing Law. The validity, construction and effect of the Plan or any Award, and any rules and regulations
relating to the Plan or any Award, shall be determined in accordance with the laws of the State of Minnesota. 
 (g)
Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect. 







 (h) No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or
any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. 

(i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be cancelled, terminated or otherwise eliminated. 

(j) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 

(k) Other Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for
the purpose of computing such Participant’s compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise provided by such other plan. 

Section 8.    Clawback or Recoupment. 

In addition to such forfeiture and/or penalty conditions as specified in any Award Agreement, Awards under this Plan shall be subject
to forfeiture or other penalties pursuant any clawback or similar recoupment policy as may be established or amended from time to time. 

Section 9.    Effective Date of the Plan; Effect on Prior Stock Plan. 

The Plan was adopted by the Board on June 26, 2019. The Plan shall be subject to approval by the shareholders of the Company at
the annual meeting of shareholders of the Company to be held on [January 14], 2020 and the Plan shall be effective as of the date of such shareholder approval. On and after shareholder approval of the Plan, no awards shall be granted under the Prior
Stock Plan, but all outstanding awards previously granted under the Prior Stock Plan shall remain outstanding and subject to the terms of the Prior Stock Plan. 

Section 10.  Term of the Plan. 

No Award shall be granted under the Plan, and the Plan shall terminate, on June 25, 2029 or any earlier date of discontinuation or
termination established pursuant to Section 6(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee
provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan. 

Adopted by Board June 26, 2019, subject to shareholder approval 
 Approved by
shareholders on January 14, 2020