EX-10.2



 Exhibit 10.2 

NORTHERN POWER SYSTEMS CORP. 

2014 STOCK OPTION AND INCENTIVE PLAN 
  

	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS 

 The name of the plan is the Northern Power
Systems Corp. 2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Northern Power Systems Corp. (the “Company”)
and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct
stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with
the Company. 
 The following terms shall be defined as set forth below: 

“409A Award” has the meaning ascribed to that term in Section 16 of this Plan. 

“Administrator” means either the Board or the compensation committee of the Board or a similar committee convened by the
Board and performing the functions of the compensation committee comprised of not less than two Non-Employee Directors who are independent. 

“affiliate” has the same meaning as “affiliated companies” in the Securities Act (Ontario), as amended from
time to time, and shall also include those issuers that are similarly related, whether or not any of the issuers are corporations, companies, partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized
entity issuing securities. 
 “Applicable Laws” means all laws, by-laws, statutes, rules, regulations, orders, rulings,
ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental or self-regulatory
authority (including the rules of any stock exchange or over-the-counter market on which the Shares are listed and posted for trading and applicable securities laws) applicable to the Company. 

“associate” has the meaning given to that term in the Securities Act (Ontario), as amended from time to time. 

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include
Stock Options, Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights.








 “Award Certificate” means a written or electronic document setting forth the
terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan. 

“Blackout Period” means a period of time when, pursuant to any policies of the Company, securities of the Company may not be
traded by certain persons as designated by the Company, including a holder of Stock Options or Restricted Shares. 

“Board” means the Board of Directors of the Company. 

“Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated payment. 

“Consultant” means any natural person that provides bona fide services to the Company and/or its Subsidiaries, and such
services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities. 

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the
U.S. Code. 
 “Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends
that would have been paid on the Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee. 

“Effective Date” means the date on which the Plan is approved by shareholders as set forth in Section 21. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. 

“Fair Market Value” of the Shares on any given date means the volume-weighted average price of the Shares on a stock exchange
or over-the-counter market where the majority of the trading volume and value of the Shares occurs, for the five trading days immediately preceding the relevant date on which the Fair Market Value is to be determined. If there are no market
quotations for such dates, the determination shall be made by reference to the last date preceding such date for which there are market quotations. If the Shares are not listed for trading on a stock exchange or over-the-counter market, the Fair
Market Value shall be a price determined in good faith by the Board of Directors of the Corporation. 
 “Incentive Stock
Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the U.S. Code. 

“Insider” has the meaning given to that term in the Securities Act (Ontario), as amended from time to time, and shall
include associates and affiliates of the Insider. 

  
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 “Non-Employee Director” means a member of the Board who is not also an employee
of the Company or any Subsidiary. 
 “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock
Option. 
 “Option” or “Stock Option” means any option to purchase Shares granted pursuant to
Section 5. 
 “Performance-Based Award” means any Restricted Stock Award, Restricted Stock Units, Performance Share
Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the U.S. Code and the regulations promulgated thereunder. 

“Performance Criteria” means the criteria that the Administrator selects for purposes of establishing the Performance Goal or
Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or
Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: total shareholder return, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest,
taxes, depreciation and/or amortization), changes in the market price of the Share, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow
(including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction,
working capital, earnings (loss) per Share, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Administrator
may appropriately adjust any evaluation performance under a Performance Criterion to exclude any of the following events that occurs during a Performance Cycle: (i) asset write-downs or impairments, (ii) litigation or claim judgments or
settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals for reorganizations and restructuring programs, (v) any extraordinary non-recurring
items, including those described in the Financial Accounting Standards Board’s authoritative guidance and/or in management’s discussion and analysis of financial condition of operations appearing the Company’s annual report to
shareholders for the applicable year, and (vi) any other extraordinary items adjusted from the Company’s U.S. GAAP results. 

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the
Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Restricted Stock Units, Performance Share
Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months. 

  
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 “Performance Goals” means, for a Performance Cycle, the specific goals
established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria. 
 “Performance Share
Award” means an Award entitling the recipient to acquire Shares upon the attainment of specified performance goals. 

“Restricted Shares” means the Shares underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the
Company’s right of repurchase. 
 “Restricted Stock Award” means an Award of Restricted Shares subject to such
restrictions and conditions as the Administrator may determine at the time of grant. 
 “Restricted Stock Units” means an
Award of share units subject to such restrictions and conditions as the Administrator may determine at the time of grant. 

“Restricted Voting Common Shares” means the restricted voting common shares of the Company. 

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to
an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting shares immediately prior to such transaction do not own a majority of the outstanding voting
shares or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Shares of the Company to an unrelated person, entity or
group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting shares immediately prior to such transaction do not own at least a majority of the outstanding voting shares of the
Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. 

“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by
shareholders, per Share pursuant to a Sale Event. 
 “Section 409A” means Section 409A of the U.S. Code and the
regulations and other guidance promulgated thereunder. 
 “Shares” means the common shares of the Company, subject to
adjustments pursuant to Section 3. 
 “Stock Appreciation Right” means an Award entitling the recipient to receive
Shares having a value equal to the excess of the Fair Market Value of the Share on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of Shares with respect to which the Stock Appreciation Right
shall have been exercised. 
 “Subsidiary” means any corporation or other entity (other than the Company) in which the
Company has at least a 50 percent interest, either directly or indirectly. 

  
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 “Ten Percent Owner” means an employee who owns or is deemed to own (by reason of
the attribution rules of Section 424(d) of the U.S. Code) more than 10 percent of the combined voting power of all classes of shares of the Company or any parent or Subsidiary. 

“Unrestricted Stock Award” means an Award of Shares free of any restrictions. 

“U.S. Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and
interpretations. 
  

	SECTION 2.	ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS 


(a) Administration of Plan. The Plan shall be administered by the Administrator. 

(b) Powers of Administrator. Subject to Applicable Laws, the Administrator shall have the power and authority to grant Awards
consistent with the terms of the Plan, including the power and authority: 
 (i) to select the individuals to whom Awards may from time to
time be granted; 
 (ii) to determine the time or times of grant, and the extent, if any, of Stock Options, Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the foregoing,
granted to any one or more grantees; 
 (iii) to determine the number of Shares to be covered by any Award; 

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates; 

(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award; 

(vi) subject to the provisions of Section 5(c) and other than with respect to Stock Options granted to Insiders, to extend at any time
the period in which Stock Options may be exercised after the applicable expiration date; and 
 (vii) at any time to adopt, alter and repeal
such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. 

  
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 All decisions and interpretations of the Administrator shall be binding on all persons, including
the Company and Plan grantees. 
 (c) Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its
discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other
provisions of Section 16 of the Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Shares underlying Awards that may be granted during the period of the
delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the
Administrator’s delegate or delegates that were consistent with the terms of the Plan. 
 (d) Indemnification. Neither the Board
nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the
Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or
resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification
agreement between such individual and the Company. 
 (e) Foreign Award Recipients. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority
to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States and Canada are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award
granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be
necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof;
and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the
foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act, the U.S. Code, or any other Applicable Laws (including, without limitation, applicable securities laws). 

 

	SECTION 3.	SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION 

 (a) Shares Issuable. The
maximum number of Shares reserved and available for issuance under the Plan shall be 4,000,000 Shares, subject to adjustment as provided in this Section 3. For purposes of this limitation, the Shares underlying any Awards that are forfeited,


  
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canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance
of Shares or otherwise terminated (other than by exercise) shall be added back to the Shares available for issuance under the Plan. In the event the Company repurchases Shares on the open market, such Shares shall not be added to the Shares
available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no
more than 1,000,000 Shares may be granted to any one individual grantee during any one calendar year period, and no more than 1,000,000 Shares may be issued in the form of Incentive Stock Options. The Shares available for issuance under the Plan may
be authorized but unissued Shares or Shares reacquired by the Company. 
 (b) Changes in Shares. Subject to Section 3(c) hereof,
if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Shares are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or Restricted Voting Common Shares, additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with
respect to such Shares or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for securities of the Company or
any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares
that may be issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of shares that may be granted under a
Performance-Based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and
(v) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options
and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the
exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be made in good faith and,
subject to manifest error, shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

 (c) Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause
the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and,
if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan
and all outstanding 

  
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Awards granted hereunder shall terminate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the
grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Shares subject to outstanding Options and Stock
Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted,
within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. Except as may
be otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of a Sale Event shall vest and become fully exercisable as of the effective time of
the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment
of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. 

 

	SECTION 4.	ELIGIBILITY 

 Grantees under the Plan will be such full or part-time officers and other
employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion. 
  

	SECTION 5.	STOCK OPTIONS 

 (a) Award of Stock Options. The Administrator may grant Stock
Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve. 

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be
granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the U.S. Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall
be deemed a Non-Qualified Stock Option. 
 Stock Options granted pursuant to this Section 5 shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation
at the optionee’s election, subject to such terms and conditions as the Administrator may establish. 
 (b) Exercise Price. The
exercise price per Share covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the
case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. 

  
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 (c) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no
Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from
the date of grant. 
 (d) Exercisability; Rights of a Shareholder. Stock Options shall become exercisable at such time or times,
whether or not in installments, as shall be determined by the Administrator at or after the grant date. Subject to Applicable Laws, the Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An
optionee shall have the rights of a shareholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. 

(e) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided in the Option Award Certificate: 

(i) In cash, by certified or bank check or other instrument acceptable to the Administrator; 

(ii) Subject to complying with Applicable Laws, through the delivery (or attestation to the ownership following such procedures as the Company
may prescribe) of Shares that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date; 

(iii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or 

(iv) With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of Shares issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. 

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the Shares
to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the Option Award Certificate or the provisions of Applicable Laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to
the optionee). In the event an optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee upon the exercise of the Stock Option shall be net of the number of
attested shares. In the event that the Company 

  
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establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response,
then the paperless exercise of Stock Options may be permitted through the use of such an automated system. 
 (f) Annual Limit on
Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the U.S. Code, the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which
Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and Subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that
any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option. 
 (g) Vesting of Stock Options and Incentive
Stock Options. The Administrator at the time of grant shall specify the date or dates upon which Stock Options and Incentive Stock Options will vest and be exercisable. 

(h) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to
Section 18 below, in writing after the Award is issued, a grantee’s rights in all Stock Options and Incentive Stock Options shall automatically terminate upon the grantee’s termination of employment (or cessation of service
relationship) with the Company and its Subsidiaries for any reason. 
  

	SECTION 6.	STOCK APPRECIATION RIGHTS 

 (a) Award of Stock Appreciation Rights. The
Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the recipient to receive Shares having a value equal to the excess of the Fair Market Value of a Share on the date of exercise over
the exercise price of the Stock Appreciation Right multiplied by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised. 

(b) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of
the Fair Market Value of the Shares on the date of grant. 
 (c) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan. 
 (d) Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.

 (e) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to
Section 18 below, in writing after the Award is issued, a grantee’s rights in all Stock Appreciation Rights shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason. 

  
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	SECTION 7.	RESTRICTED STOCK AWARDS 

 (a) Nature of Restricted Stock Awards. The Administrator
may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing
employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may
differ among individual Awards and grantees. 
 (b) Rights as a Shareholder. Upon the grant of the Restricted Stock Award and payment
of any applicable purchase price, a grantee shall have the rights of a shareholders with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award
is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted
Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until
such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and
the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe. 

(c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a
grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall, to the extent permitted by Applicable Laws,
automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such
grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a shareholder.
Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration. 

(d) Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of
pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment
of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.” 

  
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	SECTION 8.	RESTRICTED STOCK UNITS 

 (a) Nature of Restricted Stock Units. The Administrator
may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of share units that may be settled in Shares upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing
employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may
differ among individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall
be settled in the form of Shares. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to
comply with the requirements of Section 409A. 
 (b) Election to Receive Restricted Stock Units in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made in writing and
shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee
elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Shares on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided
herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any
Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate. 

(c) Rights as a Shareholder. A grantee shall have the rights as a shareholder only as to Shares acquired by the grantee upon settlement
of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the share units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and
conditions as the Administrator may determine. 
 (d) Termination. Except as may otherwise be provided by the Administrator either in
the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of
employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. 
 (e) Vesting of Restricted
Stock Units. The Administrator at the time of grant shall specify the date or dates upon which Restricted Stock Units will vest and be payable. 

  
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	SECTION 9.	UNRESTRICTED STOCK AWARDS 

 Grant or Sale of Unrestricted Stock. Subject to
approvals required pursuant to the rules and policies of any stock exchange on which the Shares are listed and posted for trading, the Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an
Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive Shares free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other
valid consideration, or in lieu of cash compensation due to such grantee. 
  

	SECTION 10.	CASH-BASED AWARDS 

 Grant of Cash-Based Awards. The Administrator may grant
Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment of specified Performance Goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the
amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a
cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash. 

 

	SECTION 11.	PERFORMANCE SHARE AWARDS 

 (a) Nature of Performance Share Awards. The
Administrator may grant Performance Share Awards under the Plan. A Performance Share Award is an Award entitling the grantee to receive Shares upon the attainment of performance goals. The Administrator shall determine whether and to whom
Performance Share Awards shall be granted, the performance goals, the periods during which performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations and conditions as the
Administrator shall determine. 
 (b) Rights as a Shareholder. A grantee receiving a Performance Share Award shall have the rights of
a shareholder only as to Shares actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive Shares under a Performance Share
Award only upon satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator). 

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18
below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its
Subsidiaries for any reason. 
 (d) Vesting of Performance Share Awards. The Administrator at the time of grant shall specify the
date or dates upon which Performance Share Awards will vest and be exercisable. 

  
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	SECTION 12.	PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES 

 (a) Performance-Based Awards. The
Administrator may grant one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the
Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the
performance of a Subsidiary, division, business unit, or an individual. Each Performance-Based Award shall comply with the provisions set forth below. 

(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the Administrator
shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the U.S. Code) the Performance Criteria for such grant, and the Performance Goals with respect to each
Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable,
upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to
Performance-Based Awards to different Covered Employees. 
 (c) Payment of Performance-Based Awards. Following the completion of a
Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the
Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award. 

(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance
Cycle is 1,000,000 Shares (subject to adjustment as provided in Section 3(c) hereof) or $4,000,000 in the case of a Performance-Based Award that is a Cash-Based Award. 

(e) Vesting of Performance Based Awards. The Administrator at the time of grant shall specify the date or dates upon which Performance
Based Awards will vest and be exercisable. 
 (f) Termination. Except as may otherwise be provided by the Administrator either in the
Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in Performance Based Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of
service relationship) with the Company and its Subsidiaries for any reason. 

  
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	SECTION 13.	DIVIDEND EQUIVALENT RIGHTS 

 (a) Dividend Equivalent Rights. The Administrator may
grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other
Award to which it relates) if such Shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award.
The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate . Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional
Shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any.
Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units, Restricted Stock Awards or
Performance Share Awards shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other Award. 
 (b) Termination. Except as may otherwise be provided by the Administrator
either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any reason. 
 (c) Vesting of Dividend Equivalent
Rights. The Administrator at the time of grant shall specify the date or dates upon which Dividend Equivalent Rights will vest and be exercisable. 
  

	SECTION 14.	TRANSFERABILITY OF AWARDS 

 (a) Transferability. Except as provided in
Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold,
assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment,
execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void. 
 (b) Administrator Action.
Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her
Non-Qualified Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to
be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value. 

  
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 (c) Family Member. For purposes of Section 14(b), “family member” shall
mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the
grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests. 

(d) Designation of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may
designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not
be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate. 

 

	SECTION 15.	TAX WITHHOLDING 

 (a) Payment by Grantee. Each grantee shall, no later than the
date as of which the value of an Award or of any Share or other amounts received thereunder first becomes includable in the gross income of the grantee for applicable income tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or share certificates) to any grantee is subject to and conditioned on tax withholding obligations
being satisfied by the grantee. 
 (b) Payment in Shares. Subject to approval by the Administrator, a grantee may elect to have the
Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from Shares to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the withholding amount due. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount. For purposes of share withholding, the Fair
Market Value of withheld shares shall be determined in the same manner as the value of Shares includible in income of the Participants. 
  

	SECTION 16.	SECTION 409A AWARDS 

 To the extent that any Award is determined to constitute
“nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to


  
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time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to
a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s
separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further,
the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A. 
  

	SECTION 17.	TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC. 

 (a) Termination of
Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment for purposes of the Plan. 

(b) For purposes of the Plan, the following events shall not be deemed a termination of employment: 

(i) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

 (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company or a Subsidiary, if
the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. 

 

	SECTION 18.	AMENDMENTS AND TERMINATION 

 The Board may, at any time and without shareholder approval,
amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any
outstanding Award without the holder’s consent. Subject to Applicable Laws, the Administrator is specifically authorized to exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect
the repricing of such Awards through cancellation and re-grants. To the extent required under the rules of any securities exchange or market system on which the Shares are listed, to the extent determined by the Administrator to be required by the
U.S. Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the U.S. Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m)
of the U.S. Code, Plan amendments shall be subject to approval by the Company’s shareholders entitled to vote at a meeting of shareholders. 

Notwithstanding anything to the contrary in this Plan, and subject to the Administrator’s authority to take any action permitted pursuant
to Section 3(b) or Section 3(c), the Board may not make any amendments, modifications and changes to the Plan or to any Award granted under the Plan with respect to the following matters without the approval of the shareholders of the
Company, in accordance with the applicable rules and regulations of the applicable stock exchange on which the Shares are listed and posted for trading: 
  

	 	(i)	the maximum number of Shares reserved for issuance under the Plan; 


  
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	 	(ii)	a reduction in the exercise price for Awards held by Insiders of the Company; 

  

	 	(iii)	an extension to the term of any Award held by Insiders of the Company; 

  

	 	(iv)	an increase in any limit on grants of Awards to Insiders set out in the Plan; and 

  

	 	(v)	any amendment to this Section 18 that is not: (i) determined to be necessary or desirable to ensure continuing compliance with applicable laws, regulations, requirements, rules or policies of any governmental
authority or stock exchange on which the Shares are listed and posted for trading; or (ii) of a “housekeeping” nature, which includes amendments to eliminate any ambiguity or correct or supplement any provision contained herein which
may be incorrect or incompatible with any other provision hereof. 

 Nothing in this Section 18 shall limit the
Administrator’s authority to take any action permitted pursuant to Section 3(b) or Section 3(c). 
  

	SECTION 19.	STATUS OF PLAN 

 With respect to the portion of any Award that has not been exercised and
any payments in cash, Shares or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any
Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Shares or make payments with respect to Awards hereunder, provided that the
existence of such trusts or other arrangements is consistent with the foregoing sentence. 
  

	SECTION 20.	GENERAL PROVISIONS 

 (a) No Distribution. The Administrator may require each
person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. 

(b) Delivery of Shares Certificates. Shares certificates to grantees under this Plan shall be deemed delivered for all purposes when
the Company or a share transfer agent of the Company shall have mailed such certificates in the United States or Canadian mail, as applicable, addressed to the grantee, at the grantee’s last known address on file with the Company.
Uncertificated Stock shall be deemed delivered for all purposes when the Company or a share transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States or Canadian mail, as applicable,
addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein
to the contrary, the Company shall not be required to issue or deliver any certificates evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the
Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in 

  
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compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed, quoted or traded. All share
certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules
and quotation system on which the Shares are listed, quoted or traded. The Administrator may place legends on any share certificate to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the
Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements.
The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of
the Administrator. 
 (c) Shareholder Rights. Until Shares are deemed delivered in accordance with Section 20(b), no right to
vote or receive dividends or any other rights of a shareholder will exist with respect to Shares to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.

 (d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any
right to continued employment with the Company or any Subsidiary. 
 (e) Trading Policy Restrictions. Option exercises and other
Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time. 
 (f)
Currency. The currency to be used for all Awards granted under this Plan shall be such currency as may be determined by the Administrator. 

(g) Blackout Period Extensions. Notwithstanding anything to the contrary in this Plan, if the expiry date for any Award falls within a
Blackout Period or within 10 business days from the expiration of a Blackout Period (such Award to be referred to as “Blackout Period Awards”), the expiry date of such Blackout Period Awards shall be automatically extended to the
date that is the 10th business day following the end of the Blackout Period, such 10th Business Day to be considered the expiry date for such Blackout Period Award for all purposes under this Plan. 

(h) Insider Participation Limit. The number of the Shares (i) issued to Insiders of the Company within any one-year period, and
(ii) issuable to Insiders of the Company, at any time, under the Plan or when combined with all of the other security based compensation arrangements of the Company, shall not exceed 10% of the Company’s issued and outstanding Shares. 


  
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 (i) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that
set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates. 

 

	SECTION 21.	EFFECTIVE DATE OF PLAN 

 This Plan shall become effective upon shareholder approval in
accordance with Applicable Laws, the Company’s constating documents, and applicable stock exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of
Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board. 
  

	SECTION 22.	GOVERNING LAW 

 This Plan and all Awards and actions taken thereunder shall be governed
by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles. 
 DATE APPROVED BY BOARD OF
DIRECTORS: 
 DATE APPROVED BY SHAREHOLDERS: 

  
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