EX-10.1


 Exhibit 10.1 

FLOWERS FOODS, INC. 

2014 OMNIBUS EQUITY AND INCENTIVE COMPENSATION PLAN 

1. Purpose. The purpose of this 2014 Equity and Incentive Compensation Plan is to attract and retain Directors, officers, and
other key executives and employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for performance. 

2. Definitions. As used in this Plan: 

(a) “Appreciation Right” means a right granted pursuant to Section 5 of this Plan, and will
include both Free-Standing Appreciation Rights and Tandem Appreciation Rights. 
 (b) “Base Price” means the price
to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right. 

(c) “Board” means the Board of Directors of the Company. 

(d) “Cash Incentive Award” means a cash award granted pursuant to Section 8 of this Plan. 

(e) “Change in Control” has the meaning set forth in Section 12 of this Plan. 

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

(g) “Committee” means the Compensation Committee of the Board (or its successor(s)), or any other committee of the
Board designated by the Board to administer this Plan pursuant to Section 16 of this Plan consisting solely of no fewer than two Non-Employee Directors. 

(h) “Common Stock” means the common stock of the Company, $0.01 par value per share, or any security into which such
common stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan. 

(i) “Company” means Flowers Foods, Inc., a Georgia corporation. 

(j) “Covered Employee” means a Participant who is, or is determined by the Committee to be likely to become, a
“covered employee” within the meaning of Section 162(m) of the Code (or any successor provision). 
 (k)
“Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards or other awards contemplated by Section 9 of
this Plan, or a grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with
respect thereto). 






 (l) “Disability” means disability as defined in a group long-term
disability plan maintained by the Company as determined by the plan’s claims fiduciary, or if no such plan is applicable, disability means Social Security disabled as determined by the Social Security Administration,
provided, however, for Non-Employee Directors, disability means a disability as determined under procedures established by the Committee for purposes of this Plan. 

(m) “Director” means a member of the Board. 

(n) “Effective Date” means the date this Plan is approved by the stockholders of the Company. 

(o) “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other
evidence approved by the Committee that sets forth the terms and conditions of the awards granted under the Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless
otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant. 
 (p)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time. 

(q) “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5
of this Plan that is not granted in tandem with an Option Right. 
 (r) “Incentive Stock Options” means Option
Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision. 

(s) “Management Objectives” means the measurable performance objective or objectives established pursuant to this
Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend
equivalents or other awards pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the Subsidiaries,
divisions, departments, regions, functions or other organizational units within the Company or its Subsidiaries. The Management Objectives may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions,
functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves. The Committee may grant awards subject to Management Objectives that are either
Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. The Management Objectives applicable to any Qualified Performance-Based Award to a Covered Employee will be based on one or more, or a combination, of the following
metrics (including relative or growth achievement regarding such metrics): 

  
 2 








	 	(i)	Profits (e.g., operating income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic profit – these profitability metrics could be measured before certain specified special
items and/or subject to GAAP definition); 

  

	 	(ii)	Cash Flow (e.g., EBITDA, free cash flow, free cash flow with or without specific capital expenditure target or range, including or excluding divestments and/or acquisitions, total cash flow, cash flow in excess
of cost of capital or residual cash flow or cash flow return on investment); 

  

	 	(iii)	Returns (e.g., Profits or Cash Flow returns on: assets, invested capital, net capital employed, and equity); 

  

	 	(iv)	Working Capital (e.g., working capital divided by sales, days’ sales outstanding, days’ sales inventory, and days’ sales in payables); 


 

	 	(v)	Profit Margins (e.g., Profits divided by revenues, gross margins and material margins divided by revenues, and material margin divided by sales pounds); 


 

	 	(vi)	Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt ratio); 

  

	 	(vii)	Sales Growth, Gross Margin Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, revenue growth outside the United States, gross margin and gross margin growth, material margin and material
margin growth, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, and sales and administrative costs divided by profits); and 


 

	 	(viii)	Strategic Initiative Key Deliverable Metrics consisting of one or more of the following: product development, strategic partnering, research and development, vitality index, market penetration, geographic business
expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of
subsidiaries, affiliates and joint ventures. 


  
 3 







 In the case of a Qualified Performance-Based Award, each Management Objective will be objectively
determinable to the extent required under Section 162(m) of the Code, and, unless otherwise determined by the Committee and to the extent consistent with Code Section 162(m), will exclude the effects of certain designated items identified
at the time of grant. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the
Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case
of a Qualified Performance-Based Award (other than in connection with a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the
Committee will not make any modification of the Management Objectives or minimum acceptable level of achievement with respect to such Covered Employee. 

(t) “Market Value per Share” means, as of any particular date, the closing price of a share of Common Stock as
reported for that date on the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Stock is listed, or if there are no sales on such date, on
the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Stock, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The
Committee is authorized to adopt another fair market value pricing method provided such method is stated in the Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code. 

(u) “Non-Employee Director” means a person who is a “Non-Employee Director” of the Company within the
meaning of Rule 16b-3 promulgated under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder by the U.S. Department of the Treasury. 

(v) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right. 

(w) “Option Price” means the purchase price payable on exercise of an Option Right. 

(x) “Option Right” means the right to purchase Common Stock upon exercise of an option granted pursuant to
Section 4 of this Plan. 
 (y) “Participant” means a person who is selected by the Committee to
receive benefits under this Plan and who is at the time (i) an officer or other key executive or employee of the Company or any Subsidiary, (ii) a person who provides services to the Company or a Subsidiary that are equivalent to those
typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”), or (iii) a non-employee Director. 

  
 4 







 (z) “Performance Period” means, in respect of a Cash Incentive
Award, Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are
to be achieved. 
 (aa) “Performance Share” means a bookkeeping entry that records the equivalent of
one share of Common Stock awarded pursuant to Section 8 of this Plan. 
 (bb)
“Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee. 

(cc) “Plan” means this 2014 Omnibus Equity and Incentive Compensation Plan. 

(dd) “Predecessor Plan” means either the Company’s 2001 Equity and Performance Incentive Plan, as amended and
restated April 1, 2009 or the Executive Bonus Incentive Plan, as amended and restated April 1, 2009, or both, as applicable, based on the context of the Plan provision. 

(ee) “Qualified Performance-Based Award” means any Cash Incentive Award or award of Performance Shares,
Performance Units, Restricted Stock, Restricted Stock Units or other awards contemplated under Section 9 of this Plan, or portion of such award, to a Covered Employee that is intended to satisfy the requirements for
“qualified performance-based compensation” under Section 162(m) of the Code. 
 (ff)
“Restricted Stock” means Common Stock granted or sold pursuant to Section 6 of this Plan as to which both the substantial risk of forfeiture and the prohibition on transfers has not expired. 

(gg) “Restriction Period” means the period of time during which Restricted Stock Units are subject to
restrictions, as provided in Section 7 of this Plan. 
 (hh) “Restricted Stock
Units” means an award made pursuant to Section 7 of this Plan of the right to receive Common Stock, cash, or a combination thereof at the end of a specified period. 

(ii) “Retirement” means termination of employment on or after attainment of age 65, or if earlier, termination
of employment after attainment of age 55 having earned ten years of service, provided, however, for Non-Employee Directors “retirement” means termination of service on or after attainment of age 65. Notwithstanding the
above, the Committee may specify a different definition of retirement in the Evidence of Award. 
 (jj)
“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Option Price or Base Price provided for in the related Option Right or Free-Standing Appreciation Right, respectively.


  
 5 







 (kk) “Subsidiary” means a corporation, company or other entity
(i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the
case in a partnership, joint venture, limited liability company, or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter,
owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options,
“Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined Voting Power represented by all classes of stock issued by such corporation.

 (ll) “Tandem Appreciation Right” means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right. 
 (mm) “Voting
Power” means at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of
another entity. 
 3. Shares Available Under the Plan.  

 

	 	(a)	Maximum Shares Available Under Plan. 

  

	 	(i)	Subject to adjustment as provided in Section 11 of this Plan, the number of shares of Common Stock that may be issued or transferred (A) upon the exercise of Option Rights or Appreciation Rights,
(B) as Restricted Stock and released from substantial risks of forfeiture thereof, (C) in payment of Restricted Stock Units, (D) in payment of Performance Shares or Performance Units that have been earned, (E) as awards
contemplated by Section 9 of this Plan, or (F) in payment of dividend equivalents paid with respect to awards made under the Plan will not exceed in the aggregate 8 million shares, plus any shares of Common Stock that
become available under this Plan as a result of forfeiture, cancellation, expiration, or cash settlement of awards, as provided in Section 3(b) below. Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. 

  

	 	(ii)	 The aggregate number of shares of Common Stock available for issuance or transfer under Section 3(a)(i) of this Plan will be
reduced by (A) .40 shares of Common Stock for every one share of Common Stock issued or transferred upon exercise of an Option Right or Appreciation Right granted under this Plan, and (B) one share of Common Stock for every one share of
Common Stock issued or transferred in connection with an award other than an 



  
 6 








	 	
Option Right or Appreciation Right granted under this Plan. Subject to the provisions of Section 3(b) of this Plan, shares of Common Stock covered by an award granted under this Plan
will not be counted as used unless and until they are actually issued or transferred. 

  

	 	(b)	Share Counting Rules. 

  

	 	(i)	If any shares of Common Stock issued or transferred pursuant to an award granted under this Plan are forfeited, or an award granted under this Plan is cancelled or forfeited, expires or is settled for cash (in whole or
in part), the shares of Common Stock issued or transferred pursuant to, or subject to, such award (as applicable) will, to the extent of such cancellation, forfeiture, expiration, or cash settlement, again be available for issuance or transfer under
Section 3(a) above in accordance with Section 3(b)(v) below. 

  

	 	(ii)	If after the Effective Date, any shares of Common Stock subject to an award granted under the Predecessor Plan are forfeited, or an award granted under the Predecessor Plan is cancelled or forfeited, expires or is
settled for cash (in whole or in part), the shares of Common Stock subject to such award will be unavailable for issuance or transfer under Section 3(a). 


 

	 	(iii)	Notwithstanding anything to the contrary contained in this Section 3, the following shares of Common Stock will not be added to the aggregate number of shares of Common Stock available for issuance or
transfer under Section 3(a) above: (A) shares of Common Stock tendered or otherwise used in payment of the Option Price of an Option Right; (B) Common Stock withheld by the Company to satisfy a tax withholding
obligation; (C) shares of Common Stock subject to an Appreciation Right that are not actually issued in connection with its Common Stock settlement on exercise thereof; and (D) shares of Common Stock reacquired by the Company on the open
market or otherwise using cash proceeds from the exercise of Option Rights. In addition, if, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Stock based on fair market value, such Common
Stock will not count against the aggregate plan limit under Section 3(a) above. 

  

	 	(iv)	Any share of Common Stock that becomes available for issuance or transfer under this Plan under this Section 3 will be added back as (A) .40 shares of Common Stock if such share was
subject to an Option Right or Appreciation Right granted under this Plan and (B) as one share of Common Stock if such share was issued or transferred pursuant to, or subject to, an award granted under this Plan other than an Option Right or an
Appreciation Right granted under this Plan. 


  
 7 







 (c) Limit on Incentive Stock Options. Notwithstanding anything in this
Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the
Company upon the exercise of Incentive Stock Options will not exceed 8 million shares of Common Stock. 
 (d)
Individual Participant Limits. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary, and subject to adjustment as provided in Section 11 of this Plan: 

 

	 	(i)	No Participant will be granted Option Rights or Appreciation Rights, in the aggregate, for more than 2 million shares of Common Stock during any calendar year assuming an award payout at target. 


 

	 	(ii)	No Participant will be granted Qualified Performance-Based Awards of Restricted Stock, Restricted Stock Units, Performance Shares or other awards under Section 9 of this Plan, in the aggregate, for
more than 500,000 shares of Common Stock during any calendar year assuming an award payout at target. 

  

	 	(iii)	In no event will any Participant in any calendar year receive Performance Units, Cash Incentive Awards or other awards payable in cash under Section 9 of this Plan that is/are a Qualified
Performance-Based Award(s) which collectively and when added together have an aggregate maximum value as of their respective Dates of Grant in excess of 8 million dollars ($8,000,000) assuming an award payout at target. 


(e) Notwithstanding anything in this Plan to the contrary, up to 10% of the maximum number of shares of Common Stock that may
be issued or transferred under this Plan as provided for in Section 3(a) of this Plan, as may be adjusted under Section 11 of this Plan, may be used for awards granted under
Section 4 through Section 9 of this Plan that do not comply with the applicable three-year or one-year minimum vesting requirements set forth in such sections of this Plan. 

4. Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the
granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in
Section 3 of this Plan. 

  
 8 







 (b) Each grant will specify an Option Price per share, which (except with respect
to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. 

(c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or
by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this
Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, the Company’s withholding of Common Stock otherwise issuable upon exercise of an
Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Stock so withheld will not be treated as issued and acquired
by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. 

(d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale
through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. 

(e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such
Participant remain unexercised. 
 (f) Each grant will specify the period or periods of continuous service by the Optionee
with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, provided that, except with respect to a grant of Option Rights to a non-employee Director or as otherwise described in
this subsection, no grant of Option Rights may become exercisable sooner than after one year. A grant of Option Rights may provide for the earlier exercise of such Option Rights, including (i) in the event of the Retirement, death or Disability
of a Participant, or (ii) in the event of a Change in Control where either (A) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or
(B) such Option Rights are not assumed or converted into replacement awards in a manner described in the Evidence of Award. 

(g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such
rights. 
 (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock
Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet
the definition of “employees” under Section 3401(c) of the Code. 

  
 9 







 (i) The exercise of an Option Right will result in the cancellation on a
share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. 

(j) No Option Right will be exercisable more than 10 years from the Date of Grant. 

(k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon;
provided, however, a grant to a Non-Employee Director need not be subject to this restriction. 

(l) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan
and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 
 5. Appreciation
Rights. 
 (a) The Committee may, from time to time, subject to the limitations in
Section 3 of this Plan and upon such terms and conditions as it may determine, authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any
Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option Right, to receive from the Company an amount determined by the Committee, which will be
expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of the related Option Rights;
provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation
Right will be a right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. 

(b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions: 
  

	 	(i)	Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, Common Stock or any combination thereof. 


 

	 	(ii)	Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant. 


 

	 	(iii)	Any grant may specify waiting periods before exercise and permissible exercise dates or periods. 


  
 10 








	 	(iv)	Each grant may specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the Appreciation Rights or installments thereof will become exercisable,
provided that, except with respect to a grant of Appreciation Rights to a non-employee Director or as otherwise described in this subsection, no grant of Appreciation Rights may become exercisable sooner than after one year. A grant of Appreciation
Rights may provide for the earlier exercise of such Appreciation Rights, including (i) in the event of the Retirement, death or Disability of a Participant, or (ii) in the event of a Change in Control where either (A) within a
specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such Appreciation Rights are not assumed or converted into replacement awards in a manner
described in the Evidence of Award. 

  

	 	(v)	Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights. 


 

	 	(vi)	Each grant of Appreciation Rights will be evidenced by an Evidence of Award, which Evidence of Award will describe such Appreciation Rights, identify the related Option Rights (if applicable), and contain such other
terms and provisions, consistent with this Plan, as the Committee may approve. 

 (c) Any grant of Tandem
Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right for
cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant regardless of whether any Tandem Appreciation Rights previously granted to the Participant remain unexercised. 

(d) Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon;
provided, however, a grant to a Non-Employee Director need not be subject to this restriction. 

(e) Regarding Free-Standing Appreciation Rights only: 
  


	 	(i)	Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per
Share on the Date of Grant; 


  
 11 








	 	(ii)	Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; and 


 

	 	(iii)	No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. 


6. Restricted Stock. The Committee may, from time to time, subject to the limitations in Section 3 of this
Plan and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions: 
 (a) Each such grant or sale will constitute an immediate transfer of the
ownership of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer
hereinafter referred to. 
 (b) Each such grant or sale may be made without additional consideration or in consideration of a
payment by such Participant that is less than the Market Value per Share at the Date of Grant. 
 (c) Each such grant or sale
will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of
Grant or until achievement of Management Objectives referred to in subparagraph (e) below. If the elimination of restrictions is based only on the passage of time rather than the achievement of Management Objectives, the period of time will be
no shorter than three years, except that the restrictions may be removed ratably during the three-year period as determined by the Committee; provided, however, that a grant or sale of Restricted Stock to a non-employee
Director need not be subject to any minimum vesting period. 
 (d) Each such grant or sale will provide that during or after
the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which
restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee). 

(e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early
termination of the restrictions applicable to such Restricted Stock; provided, however, that notwithstanding subparagraph (c) above, restrictions relating to Restricted Stock that vests upon the achievement of
Management Objectives may not terminate sooner than one year, except with respect to a grant of Restricted Stock to a non-employee Director. 

  
 12 







 (f) Notwithstanding anything to the contrary contained in this Plan, any grant or
sale of Restricted Stock may provide for the earlier termination of restrictions on such Restricted Stock, including (i) in the event of the Retirement, death or Disability of a Participant or (ii) in the event of a Change in Control where
either (A) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such Restricted Stock is not assumed or converted into replacement
awards in a manner described in the Evidence of Award; provided, however, that no award of Restricted Stock intended to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other
than in connection with the death or Disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Qualified Performance-Based Award. 

(g) Any such grant or sale of Restricted Stock may require that any or all dividends or other distributions paid thereon during
the period of such restrictions be automatically deferred and reinvested in additional Restricted Stock, which may be subject to the same restrictions as the underlying award; provided, however, that dividends or other
distributions on Restricted Stock will be deferred until and paid contingent upon the achievement of any Management Objectives and/or the end of any applicable time-based vesting period. 

(h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award and will contain such terms and
provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon will have
lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the Company’s transfer agent
in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock. 
 7. Restricted Stock Units.
The Committee may, from time to time, subject to the limitations in Section 3 of this Plan and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each
such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each such grant or sale will constitute the agreement by the Company to deliver Common Stock, cash or a combination thereof
to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Committee may
specify. If a grant of Restricted Stock Units specifies that the Restriction Period will terminate only upon the achievement of Management Objectives or that the Restricted Stock Units will be earned based on the achievement of Management
Objectives, then, notwithstanding anything to the contrary contained in subparagraph (c) below, the applicable Restriction Period may not be, except with respect to a grant of Restricted Stock Units to a non-employee Director, a period of less
than one year. 

  
 13 







 (b) Each such grant or sale may be made without additional consideration or in
consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant. 
 (c) If
the Restriction Period lapses only by the passage of time rather than the achievement of Management Objectives as provided in subparagraph (a) above, each such grant or sale will be subject to a Restriction Period of not less than three years,
except that a grant or sale may provide that the Restriction Period will expire ratably during the three-year period as determined by the Committee; provided, however, that a grant or sale of Restricted Stock Units to a
non-employee Director need not be subject to a minimum Restriction Period. 
 (d) Notwithstanding anything to the contrary
contained in this Plan, any grant or sale of Restricted Stock Units may provide for the earlier lapse or other modification of the Restriction Period, including (i) in the event of the Retirement, death or Disability of a Participant or
(ii) in the event of a Change in Control where either (A) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such
Restricted Stock Units are not assumed or converted into replacement awards in a manner described in the Evidence of Award; provided, however, that no award of Restricted Stock Units intended to be a Qualified
Performance-Based Award will provide for such early lapse or modification of the Restriction Period (other than in connection with the death or Disability of the Participant or a Change in Control) to the extent such provisions would cause such
award to fail to be a Qualified Performance-Based Award. 
 (e) During the Restriction Period, the Participant will have no
right to transfer any rights under his or her award and will have no rights of ownership in the Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, at the Date of Grant,
authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred or contingent basis, either in cash or in additional Common Stock; provided, however, that dividend equivalents or other
distributions on Common Stock underlying Restricted Stock Units will be deferred until and paid contingent upon the achievement of any Management Objectives and/or the end of any applicable time-based vesting period. 

(f) Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that
have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Stock or cash, or a combination thereof. 

(g) Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award and will contain such terms and
provisions, consistent with this Plan, as the Committee may approve. 

  
 14 







 8. Cash Incentive Awards, Performance Shares and Performance Units. The Committee
may, from time to time, subject to the limitations in Section 3 of this Plan and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each
such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to
Cash Incentive Awards, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors; provided, however, that no such adjustment will be made in the case of
a Qualified Performance-Based Award (other than in connection with the death or Disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under
Section 162(m) of the Code. 
 (b) The Performance Period with respect to each Cash Incentive Award, Performance Share
or Performance Unit will be such period of time (not less than one year for Performance Shares and Performance Units) as will be determined by the Committee at the time of grant, which may be subject to earlier lapse or other modification, including
(i) in the event of the Retirement, death or Disability of a Participant or (ii) in the event of a Change in Control where either (A) within a specified period the Participant is involuntarily terminated for reasons other than for
cause or terminates his or her employment for good reason or (B) such Cash Incentive Awards, Performance Shares and Performance Units are not assumed or converted into replacement awards in a manner described in the Evidence of Award;
provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or Disability of the Participant or a Change in Control) where such
action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery. 

(c) Any grant of Cash Incentive Awards, Performance Shares or Performance Units will specify any Management Objectives which,
if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the
number of Performance Shares or Performance Units, or amount payable with respect to Cash Incentive Awards, that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but
falls short of maximum achievement of the specified Management Objectives. 
 (d) Each grant will specify the time and manner
of payment of Cash Incentive Awards, Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in Common Stock, in Restricted Stock or
Restricted Stock Units or in any combination thereof. 

  
 15 







 (e) Any grant of Cash Incentive Awards, Performance Shares or Performance Units
may specify that the amount payable or the number of shares of Common Stock or Restricted Stock or Restricted Stock Units with respect thereto may not exceed a maximum specified by the Committee at the Date of Grant. 

(f) The Committee may, at the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the
holder thereof either in cash or in additional Common Stock, subject in all cases to deferral and payment on a contingent basis based on the Participant’s earning of the Performance Shares with respect to which such dividend equivalents are
paid. 
 (g) Each grant of Cash Incentive Awards, Performance Shares or Performance Units will be evidenced by an Evidence of
Award and will contain such other terms and provisions, consistent with this Plan, as the Committee may approve. 
 9. Other
Awards. 
 (a) Subject to applicable law and the limits set forth in Section 3 of this Plan,
the Committee may grant to any Participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Stock or factors that may influence the value of such
shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Stock, purchase rights for Common Stock, awards with value and payment contingent upon performance of the
Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Stock or the value of securities of, or the performance of
specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Common Stock delivered pursuant to an award in the nature of a purchase right granted under this
Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Stock, other awards, notes or other property, as the Committee determines. 

(b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to
this Section 9. 
 (c) The Committee may grant Common Stock as a bonus, or may grant other awards in
lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with
Section 409A of the Code. 
 (d) If the earning or vesting of, or elimination of restrictions applicable to, an award
granted under this Section 9 is based only on the passage of time rather than the achievement of Management Objectives, the period of time shall be no shorter than three years, except that the restrictions may be removed no sooner
than ratably during the three-year period as determined by the Committee. If the earning or vesting of, or 

  
 16 







 
elimination of restrictions applicable to, awards granted under this Section 9 is based on the achievement of Management Objectives, the earning, vesting or restriction period
may not terminate sooner than one year. The provisions of this subsection (d) need not apply to (i) any award granted under this Section 9 to a non-employee Director or (ii) any cash-based award requiring the
achievement of Management Objectives. 
 (e) Notwithstanding anything to the contrary contained in this Plan, any grant of an
award under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including (i) in the event of the Retirement, death or Disability of the Participant, or
(ii) in the event of a Change in Control where either (A) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such awards
are not assumed or converted into replacement awards in a manner described in the Evidence of Award; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than
in connection with the death or Disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of
Award will specify the time and terms of delivery. 
 10. Transferability. 

(a) Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock
Unit, Performance Share, Performance Unit, Cash Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except
by will or the laws of descent and distribution, and in no event will any such award granted under the Plan be transferred for value. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during
the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or
court supervision. 
 (b) The Committee may specify at the Date of Grant that part or all of the Common Stock that is
(i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares
or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer. 

11. Adjustments. The Committee will make or provide for such adjustments in the numbers of Common Stock covered by outstanding Option
Rights, Appreciation Rights, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of shares of Common Stock covered by other awards granted pursuant to
Section 9 hereof, in the Option Price and Base Price provided in outstanding Option Rights 

  
 17 







 
and Appreciation Rights, in the kind of shares covered thereby, and in Cash Incentive Awards as the Committee, in its sole discretion, exercised in good faith, may determine is equitably required
to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company,
(b) any merger, consolidation, spin-off, split- off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate
transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee, in its discretion, may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced in a
manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such transaction or event or Change in
Control, the Committee may in its sole discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee will also make or provide for such adjustments
in the numbers of shares specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this
Section 11; provided, however, that any such adjustment to the number specified in Section 3(b) will be made only if and to the extent that such adjustment would not cause any Option
Right intended to qualify as an Incentive Stock Option to fail to so qualify. 
 12. Change in Control. “Change in
Control” means the consummation of any Change in Control of the Company 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 Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as determined by the Board, in its sole discretion; provided that, without limitation, such a Change in Control shall be deemed to have occurred if: 

(a) any “Person” (as such term is defined in Sections 13(d) or 14(d)(2) of the Exchange Act; hereafter, a
“Person”) is on the date hereof or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the Voting Power; provided, however, that for purposes of this
Section 12(a), the following acquisitions shall not constitute a Change in Control: 
  

	 	(i)	(A) any acquisition of Voting Power directly from the Company that is approved by a majority of those persons serving as directors of the Company on the date of this Plan (the “Original Directors”) or
their Successors (as defined below), (B) any acquisition of Voting Power by the Company, or any Subsidiary, and (C) any acquisition of Voting Power by the trustee or other fiduciary holding securities under any employee benefit plan (or
related trust) sponsored or maintained by the Company, or any Subsidiary (the term “Successors” shall mean those directors whose election or nomination for election by stockholders has been approved by the vote of at least two-thirds of
the Original Directors and previously qualified Successors serving as directors of the Company as the case may be, at the time of such election or nomination for election); 


  
 18 








	 	(ii)	if any Person is or becomes the beneficial owner of 35% or more of the Voting Power as a result of a transaction described in clause (A) of this Section 12(a)(i) above and such Person thereafter becomes the
beneficial owner of any additional shares of Voting Power representing 1% or more of the then-outstanding Voting Power other than in an acquisition directly from the Company that is approved by a majority of the Original Directors or their
Successors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Power are treated equally, such subsequent acquisition shall be treated as a Change in Control;


  

	 	(iii)	a Change in Control will not be deemed to have occurred if a Person is or becomes the beneficial owner of 35% or more of the Voting Power as a result of a reduction in the number of shares of Voting Power outstanding
pursuant to a transaction or series of transactions that is approved by a majority of the Original Directors or their Successors unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Power
representing 1% or more of the then-outstanding Voting Power other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Power are treated equally; or 


 

	 	(iv)	if at least a majority of the Original Directors or their Successors determine in good faith that a Person has acquired beneficial ownership of 35% or more of the Voting Power inadvertently, and such Person divests as
promptly as practicable but no later than the date, if any, set by the Original Directors or their Successors a sufficient number of shares so that such Person beneficially owns less than 35% of the Voting Power then no Change in Control shall have
occurred as a result of such Person’s acquisition. 

 (b) The Company consummates a merger or
consolidation in which stockholders of the Company immediately prior to entering into such agreement will beneficially own immediately after the effective time of the merger or consolidation securities of the Company or any surviving or new
corporation, as the case may be, having less than 60% of the Voting Power or any surviving or new corporation, as the case may be, including Voting Power exercisable on a contingent or deferred basis as well as immediately exercisable Voting Power,
excluding any merger or combination of a wholly owned Subsidiary into the Company, or the Company into a wholly owned Subsidiary; or 

  
 19 







 (c) The Company consummates a sale, lease, exchange or other transfer or
disposition of all or substantially all of its assets to any Person other than to a wholly owned Subsidiary, but not including (i) a mortgage or pledge of assets granted in connection with a financing or (ii) a spin-off or sale of assets
if the Company continues in existence and its common shares are listed on a national securities exchange, quoted on the automated quotation system of a national securities association or traded in the over-the-counter market; or 

(d) the Original Directors and/or their Successors as defined above in Section 12(a)(1)(A) of this definition do not
constitute a majority of the whole Board as the case may be; or 
 (e) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company as the case may be. 
 13. Detrimental Activity and Recapture Provisions.
Any Evidence of Award may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as
may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary or (b) within a specified period after termination of such employment or service, shall
engage in any detrimental activity. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain
related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the
Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Stock may be traded. 

14. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a
portion of such benefit. If a Participant’s benefit is to be received in the form of Common Stock, and such Participant fails to make arrangements for the payment of tax, then, unless otherwise determined by the Committee, the Company will
withhold shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income and employment tax
laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares required to be delivered to the Participant, shares of Common Stock having a value
equal to the amount required to be withheld (except in the case of Restricted Stock where an election under Section 83(b) of the Code has been made), or by delivering to the Company other shares of Common Stock held by such Participant. The
shares used for tax withholding will be valued at 

  
 20 







 
an amount equal to the market value of such Common Stock on the date the benefit is to be included in Participant’s income. In no event will the market value of the Common Stock to be
withheld and delivered pursuant to this Section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. Participants will also make such arrangements as the Company may
require for the payment of any withholding tax obligation that may arise in connection with the disposition of Common Stock acquired upon the exercise of Option Rights. 

15. Non U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the
Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company under an agreement
with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative
versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other
appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are
inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company. 

16. Administration of the Plan. 

(a) This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its
authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. 

(b) The interpretation and construction by the Committee of any provision of this Plan or of any agreement, notification or
document evidencing the grant of awards under this Plan and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall
be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and
no authorization in any Plan Section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. 

(c) The Committee may delegate to one or more of its members or to one or more officers of the Company, or to one or more
agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with
respect to any responsibility the Committee, the subcommittee or such person may have under the Plan. The Committee may, by 

  
 21 







 
resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this
Plan; and (ii) determine the size of any such awards; provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer,
Director, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange
Act, or any Covered Employee; (B) the resolution providing for such authorization sets forth the total number of Common Stock such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature
and scope of the awards granted pursuant to the authority delegated. 
 17. Amendments. 

(a) The Board may at any time and from time to time amend this Plan in whole or in part; provided,
however, that if an amendment to this Plan (i) would materially increase the benefits accruing to participants under this Plan, (ii) would materially increase the number of shares of Common Stock which may be issued under
this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the New York Stock
Exchange or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted, then, such amendment will be subject to stockholder approval and will not be
effective unless and until such approval has been obtained. 
 (b) Except in connection with a corporate transaction or event
described in Section 11 of this Plan, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding Option
Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the
original Appreciation Rights, as applicable, without stockholder approval. This Section 17(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to
prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 17(b) may not be amended without approval by the Company’s
stockholders. 
 (c) If permitted by Section 409A of the Code and Section 162(m) of the Code, but subject to the
paragraph that follows, including in the case of termination of employment by reason of death, Disability or Retirement, or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately
exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any
Cash Incentive Awards, Performance Shares or Performance Units which have not been fully 

  
 22 







 
earned, or any other awards made pursuant to Section 9 subject to any vesting schedule or transfer restriction, or who holds Common Stock subject to any transfer restriction
imposed pursuant to Section 10(b) of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial
risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been fully
earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the
otherwise available exemption of the award under Section 162(m) of the Code. 
 Subject to Section 17(b) hereof, the
Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, except in the case of a Qualified Performance-Based Award (other than in connection with the Participant’s death or Disability, or a
Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Management Objectives or the
level or levels of achievement with respect to such Qualified Performance-Based Award. Subject to Section 11 above, no such amendment will impair the rights of any Participant without his or her consent. The Board may, in its
discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination. 

18. Compliance with Section 409A of the Code.  

(a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of
Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any
reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any
deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted
under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset
against, any amount owing by a Participant to the Company or any of its Subsidiaries. 

  
 23 







 (c) If, at the time of a Participant’s separation from service (within the
meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and
(ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month
delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without
interest, on the tenth business day of the seventh month after such separation from service. 
 (d) Notwithstanding any
provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as
the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be
imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any
obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties. 
 19. Miscellaneous
Provisions. 
 (a) The Company will not be required to issue any fractional shares of Common Stock pursuant to
this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash. 
 (b) This
Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to
terminate such Participant’s employment or other service at any time. 
 (c) Except with respect to
Section 19(e), to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to
such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan. 

(d) No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of stock thereunder,
would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan. 

(e) Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered
interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder. 

  
 24 







 (f) No Participant will have any rights as a stockholder with respect to any
shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company. 

(g) The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or
deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. 

(h) Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the
issuance of Common Stock under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may
provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. 

(i) If any provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this
Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of
this Plan will remain in full force and effect. 
 20. Effective Date/Termination. This Plan will be effective as of the
Effective Date. No grants will be made on or after the Effective Date under the Predecessor Plan, except that outstanding awards granted under any Predecessor Plan will continue unaffected following the Effective Date. No grant will be made under
this Plan after May 21, 2024, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. 

21. Governing Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in
accordance with the internal substantive laws of the State of Georgia. 
 22. Stock-Based Awards in Substitution for Option
Rights or Awards Granted by Other Company. Notwithstanding anything in this Plan to the contrary: 
 (a) Awards
may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees
of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will
be conducted in a manner that complies with Section 409A of the Code. 

  
 25 







 (b) In the event that a company acquired by the Company or any Subsidiary or with
which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of
such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided, however, that awards using such available
shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any
Subsidiary prior to such acquisition or merger. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common
Stock substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock
prices in connection with the transaction. 
 (c) Any shares of Common Stock that are issued or transferred by, or that are
subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) above will not reduce the Common Stock available for issuance or transfer under the Plan or otherwise count
against the limits contained in Section 3 of the Plan. In addition, no shares of Common Stock that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under
Sections 22(a) or 22(b) above will be added to the aggregate plan limit contained in Section 3 of the Plan. 

  
 26