EX-10.13



 Exhibit 10.13 

RAYONIER ADVANCED MATERIALS INC. 

INCENTIVE STOCK PLAN 
  

	1.	Purpose 

 The purpose of the Rayonier Advanced Materials Inc. Incentive Stock Plan is to attract and
retain highly qualified employees and directors, to motivate and reward performance that will lead to sustained increases in shareholder value, and to assume certain awards granted under equity compensation plans of Rayonier Inc. The Plan
furthers opportunities for share ownership by our employees in order to increase their proprietary interest in Rayonier Advanced Materials and, as a result, their interest in our long-term success and their commitment to creating shareholder value.

  

	2.	Definitions 

 When used herein, the following terms shall have the indicated meaning: 

“Act” means the Securities Exchange Act of 1934. 

“Award” means an award granted to any Key Employee in accordance with the provisions of the Plan in the form of Options, Rights,
Performance Shares, Restricted Stock, Restricted Stock Units or any combination of the foregoing. 
 “Award Agreement” means the
written agreement or document, including electronic communication, evidencing each Award granted to a Key Employee under the Plan. 

“Beneficiary” means the estate of a Key Employee or such other beneficiary or beneficiaries lawfully designated pursuant to
Section 10 to receive the amount, if any, payable under the Plan upon the death of a Key Employee. 
 “Board” means the Board
of Directors of the Company. 
 “Change in Control” has the meaning set forth in Section 9(g). 

“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. (All citations to sections of the Code are
to such sections as they may from time to time be amended or renumbered.) 
 “Committee” means the Compensation and Management
Development Committee of the Board or such other committee as may be designated by the Board to administer the Plan. 
 “Company”
means Rayonier Advanced Materials Inc. and its successors and assigns. 
 “Effective Date” has the meaning set forth in
Section 17. 
 “Fair Market Value”, unless otherwise indicated in the provisions of this Plan, means, as of any date, the
closing price for one share of Stock on the New York Stock Exchange for the most recently completed trading day or, if no sales of Stock have taken place on such date, the closing price on the most recent date on which selling prices were quoted,
the determination to be made in the discretion of the Committee. 
 “GAAP” means U.S. Generally Accepted Accounting Principles.








 “Incentive Stock Option” means a stock option qualified under Section 422 of the
Code. 
 “Key Employee” means an employee (including any officer or director who is also an employee) of any Participating Company
whose responsibilities and decisions, in the judgment of the Committee, directly affect the performance of the Company and its subsidiaries. References to the term “Key Employees” shall be read to include “Non-employee Directors”
in the application of Sections 3, 5, 7, 8, and 9 through 16 of the Plan as the context may require in relationship to Awards to Non-employee Directors hereunder. Except as otherwise may be determined by the Board, a Non-employee Director’s
ceasing to be a director of the Company shall be treated in the same manner as a voluntary termination of employment by a Key Employee on such date. 

“Non-employee Director” means a member of the Board who is not otherwise an employee of the Company. 

“Option” means an Incentive Stock Option or a non-qualified stock option awarded under Section 5 of the Plan. 

“Participating Company” means the Company or any subsidiary or other affiliate of the Company; provided, however, for Incentive Stock
Options only, “Participating Company” means the Company or any corporation that at the time such Option is granted qualifies as a “subsidiary” of the Company under Section 424(f) of the Code. 

“Performance Goals” means or may be expressed in terms of any, but not limited to, of the following business criteria: (i) net
income, (ii) earnings per share, (iii) operating income, (iv) operating cash flow, (v) cash available for distribution, (vi) earnings before income taxes and depreciation, (vii) earnings before interest, taxes,
depreciation and amortization, (viii) operating margins, (ix) reductions in operating expenses, (x) sales or return on sales, (xi) total stockholder return, (xii) return on equity, (xiii) return on total capital,
(xiv) return on invested capital, (xv) return on assets, (xvi) economic value added, (xvii) cost reductions and savings, (xviii) increase in surplus, (xix) productivity improvements, and (xx) an executive’s
attainment of personal objectives with respect to any of the foregoing criteria or other criteria such as growth and profitability, customer satisfaction, leadership effectiveness, business development, negotiating transactions and sales or
developing long term business goals. A Performance Goal may be measured over a Performance Period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more
operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. Unless otherwise determined by the Committee, the Performance Goals will be determined using GAAP consistently applied during a
Performance Period by no later than the earlier of the date that is ninety days after the commencement of the Performance Period or the day prior to the date on which twenty-five percent of the Performance Period has elapsed. 

“Performance Objective” means the level or levels of performance required to be attained with respect to specified Performance Goals
in order that a Key Employee 







 
shall become entitled to specified rights in connection with a Performance Share. The level or levels of performance specified with respect to a Performance Goal may be established in absolute
terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more peer companies or an index covering multiple companies, or otherwise as the Committee may determine. 

“Performance Period” means the calendar year, or such other shorter or longer period designated by the Committee, during which
performance will be measured in order to determine a Key Employee’s entitlement to receive payment of a Performance Share. 

“Performance Share” means a performance share awarded under Section 6 of the Plan. 

“Plan” means this Rayonier Advanced Materials Incentive Stock Plan, as it may be amended, administered or interpreted from time to
time. 
 “Plan Year” means the calendar year. 

“Retirement” means an employee’s separation from service having met the age and service requirements that would have resulted in
the employee’s being eligible to receive immediate retirement benefits under a Participating Company qualified defined benefit pension plan, but without regard to whether or not such employee participates in such pension plan. 

“Restricted Stock” means Stock awarded under Section 7 of the Plan subject to such restrictions as the Committee deems
appropriate or desirable. 
 “Restricted Stock Unit” means a contractual right pursuant to an Award Agreement that entitling a Key
Employee to receive a shares of Stock at a future date subject to such terms and conditions as are set by the Committee, including the attainment of time vesting criteria and/or Performance Objectives, as provided in Section 6 and 7 of the
Plan. 
 “Right” means a stock appreciation right awarded in connection with an option under Section 5 of the Plan. 

“Share Limit” has the meaning set forth in Section 3. 

“Shareholder Approval” shall mean approval of holders of a majority of the shares of Stock represented and voting in person or by
proxy at an annual or special meeting of shareholders of the Company where a quorum is present. 
 “Stock” means the common shares
of the Company. 
 “Total Disability” means the complete and permanent inability of a Key Employee to perform all of his or her
duties under the terms of his or her employment with any Participating Company, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary. 

“Transfer Agreement Terms” means the provisions of the Employee Matters Agreement by and between Rayonier Inc. and Rayonier Advanced
Materials Inc. addressing certain rights and obligations of the parties related to the transfer of employees from Rayonier Inc. to the Company. 

“Voting Securities” means any securities of the Company that vote generally in the election of directors. 








	3.	Shares Subject to the Plan 

 (a) From and after the Effective Date, the total number of
shares of Stock that may be issued pursuant to Awards under the Plan shall not exceed 4,500,000 plus the number of shares reserved for issuance for Awards under the equity compensation plans of Rayonier Inc. transferred to the Company pursuant to
the Transfer Agreement Terms. The shares of Stock may be authorized, but unissued, or reacquired shares of Stock. Shares may be issued in connection with a merger or acquisition as permitted by NYSE Listed Company Manual Section 303A.08, and
such issuance shall not reduce the number of shares available for issuance under the Plan. No more than 1,000,000 shares of Stock may be cumulatively available for Awards of Incentive Stock Options under the Plan. For any Plan Year, no individual
employee may receive an Award of Options, Performance Shares, Restricted Stock, Restricted Stock Units or Rights for more than four percent (4%) of the total number of shares authorized under the Plan (with respect to any Key Employee, his or
her “Share Limit”); provided that, to accommodate transition and retention Awards, the Share Limit shall not exceed eight percent (8%) of the total number of shares authorized under the Plan in the first Plan Year. The number
of shares available in each category hereunder shall be subject to adjustment as provided in Section 13 in connection with a Stock split, Stock dividend, or other extraordinary transaction affecting the Stock. 

(b) Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued
shares, or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for future Awards under the Plan, shares of Stock shall be reserved for issuance under outstanding Performance Shares
programs at the maximum award level and counted against the foregoing limitations. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock, are exchanged for other Awards or are released from
a reserve for failure to meet the maximum payout under a program, the shares of Stock that were theretofore subject to or reserved for such Awards shall again be available for Awards under the Plan to the extent of such forfeiture, expiration of
such Awards or so released from a reserve. Any shares that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares being acquired through the exercise of a stock option
granted under the Plan will not be available for subsequent Awards. If any shares subject to a Stock Award are not delivered to a Participant because such shares are withheld for the payment of taxes or the Stock Award is exercised through a
reduction of shares subject to the Stock Award (i.e., “net exercised”) or an appreciation distribution in respect of a Right is paid in shares of Common Stock, the number of shares subject to the Stock Award that are not delivered
to the Participant shall not remain available for subsequent issuance under the Plan. If the exercise price of any Stock Award is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then
the number of shares so tendered shall not remain available for issuance under the Plan. 








	4.	Grant of Awards and Award Agreements 

 (a) Subject to the provisions of the Plan, the
Committee shall (i) determine and designate from time to time those Key Employees or groups of Key Employees to whom Awards are to be granted; (ii) determine the form or forms of Award to be granted to any Key Employee;
(iii) determine the amount or number of shares of Stock subject to each Award, and (iv) determine the terms and conditions of each Award, including any Awards reflecting the awards previously granted under equity compensation plans of
Rayonier Inc. assumed by the Company pursuant to the Transfer Agreement Terms. 
 (b) The Board shall serve to administer and interpret the
Plan with respect to any grants of Awards made to Non-employee Directors. Non-employee Directors shall only be eligible for Stock Options pursuant to Section 5 and/or Restricted Stock under Section 7. Non-employee Directors shall not be
entitled to receive any Rights. Any such Awards, and all duties, powers and authority given to the Committee in this Plan, including those provided for in this Section 4, in Section 11 and elsewhere in the Plan, in connection with Awards
to Participants shall be deemed to be given to the Board in its sole discretion in connection with Awards to Non-employee Directors. The Board may request of the Committee, its Nominating and Corporate Governance Committee or of any other Board
committee comprised of independent directors, its recommendation on the level of Awards for this purpose. Except as may be specifically provided by the Board at the time of grant or in the applicable Award Agreement, the provisions of Sections 9, 14
and 15 shall not apply in respect of Awards made to Non-employee Directors. 
 (c) Each Award granted under the Plan shall be evidenced by a
written Award Agreement. Such agreement shall be subject to and incorporate the express terms and conditions, if any, required under the Plan or required by the Committee, including such covenants and agreements with respect to the subject matter of
Sections 14 and 15 as the Committee may determine in its sole discretion. 
  

	5.	Stock Options and Rights 

 (a) With respect to Options and Rights, the Committee shall
(i) authorize the granting of Incentive Stock Options, nonqualified stock options, or any combination thereof; (ii) authorize the granting of Rights that may be granted in connection with all or part of any Option granted under this Plan,
either concurrently with the grant of the Option or at any time thereafter during the term of the Option; (iii) determine the number of shares of Stock subject to each Option or the number of shares of Stock that shall be used to determine the
value of a Right; and (iv) determine the time or times when and the manner in which each Option or Right shall be exercisable and the duration of the exercise period. 

(b) Any Option issued hereunder that is intended to qualify as an Incentive Stock Option shall be subject to such limitations or requirements
as may be necessary for the purposes of Section 422 of the Code or any regulations and rulings thereunder to the extent and in such form as determined by the Committee in its discretion. 







 (c) Rights may be granted to any Key Employee or director, in the discretion of the Committee.

 (d) The exercise period for Options and any related Rights shall not exceed ten years from the date of grant. 

(e) The Option price per share shall be determined by the Committee at the time any Option is granted and shall be not less than the Fair
Market Value of one share of Stock on the date the Option is granted. 
 (f) No part of any Option or Right may be exercised until the Key
Employee who has been granted the Award shall have remained in the employ of a Participating Company for such period after the date of grant as the Committee may specify, if any, and the Committee may further require exercisability in installments;
provided, however, the period during which a Right is exercisable shall commence no earlier than six months following the date the Option or Right is granted. 

(g) The Option purchase price shall be paid to the Company at the time of exercise either in cash or Stock already owned by the optionee, or
any combination thereof, having a total Fair Market Value equal to the purchase price. The Committee shall determine acceptable methods for tendering Stock as payment upon exercise of an Option and may impose such limitations and prohibitions on the
use of Stock to exercise an Option as it deems appropriate. 
 (h) Unless Section 9 shall provide otherwise, Rights granted to a
director or officer shall terminate when such person ceases to be considered a director or officer of the Company subject to Section 16 of the Act. 

(i) In case of termination of employment, the following provisions shall apply: 

(A) If a Key Employee who has been granted an Option shall die before such Option has expired, his or her vested Options may be
exercised in full by the person or persons to whom the Key Employee’s rights under the Option pass by will, or if no such person has such right, by his or her executors or administrators, at any time, or from time to time, in each such case,
such heir, executor or administrator may exercise the Option within five years after the date of the Key Employee’s death or within such other period, and subject to such terms and conditions as the Committee may specify, but in all events not
later than the expiration date specified in Section 5(d) above. Unless the Committee or the Award Agreement shall specify otherwise, unvested Options shall be forfeited as of the date of the Key Employee’s death. 

(B) If the Key Employee’s employment by any Participating Company terminates because of his or her Retirement or Total
Disability, he or she may exercise his or her Options in full at any time, or from time to time, within five years after the date of the termination of his or her employment or within such other period, and subject to such terms and conditions as
the Committee may specify, but not later than the expiration date specified in Section 5(d) above. Any such Options not fully exercisable immediately prior to such optionee’s Retirement shall become fully exercisable upon such Retirement
unless the Committee, in its sole discretion, shall otherwise determine. 







 (C) Except as provided in Section 9, if the Key Employee shall voluntarily
resign before eligibility for Retirement or he or she is terminated for cause as determined by the Committee, the Options shall be cancelled coincident with the effective date of the termination of employment. 

(D) If the Key Employee’s employment terminates for any other reason, he or she may exercise his or her Options, to the
extent that he or she shall have been entitled to do so at the date of the termination of his or her employment, at any time, or from time to time, within three months after the date of the termination of his or her employment or within such other
period, and subject to such terms and conditions as the Committee may specify, but not later than the expiration date specified in Section 5(d) above. 

(j) No Option or Right granted under the Plan shall be transferable other than by will or by the laws of descent and distribution. During the
lifetime of the optionee, an Option or Right shall be exercisable only by the Key Employee to whom the Option or Right is granted. 
 (k)
With respect to an Incentive Stock Option, the Committee shall specify such terms and provisions as the Committee may determine to be necessary or desirable in order to qualify such Option as an “incentive stock option” within the meaning
of Section 422 of the Code. 
 (l) With respect to the exercisability and settlement of Rights: 

(A) Upon exercise of a Right, the Key Employee shall be entitled, subject to such terms and conditions as the Committee may
specify, to receive upon exercise thereof all or a portion of the excess of (i) the Fair Market Value of a specified number of shares of Stock at the time of exercise, as determined by the Committee, over (ii) a specified amount that shall
not, subject to Section 5(e), be less than the Fair Market Value of such specified number of shares of Stock at the time the Right is granted. Upon exercise of a Right, payment of such excess shall be made by the issuance or transfer to the Key
Employee of whole shares of Stock with a Fair Market Value at such time equal to any excess, all as determined by the Committee. The Company will not issue a fractional share of Stock and, if a fractional share would otherwise be issuable, the
Company shall pay cash equal to the Fair Market Value of the fractional share of Stock at such time. 
 (B) In the event of
the exercise of such Right, the Company’s obligation in respect of any related Option or such portion thereof will be discharged by payment of the Right so exercised. 
  

	6.	Performance Shares 

 (a) Subject to the provisions of the Plan, the Committee shall
(i) determine and designate from time to time those Key Employees or groups of Key Employees to whom Awards of Performance Shares are to be made, (ii) determine the Performance Period and Performance Objectives applicable to such Awards,
(iii) determine the form of settlement 







 
of a Performance Share and (iv) generally determine the terms and conditions of each such Award. At any date, each Performance Share shall have a value equal to the Fair Market Value of a
share of Stock at such date; provided that the Committee may limit the aggregate amount payable upon the settlement of any Award. 
 (b) The
Committee shall determine a Performance Period of not less than two nor more than five years with respect to the award of Performance Shares. Performance Periods may overlap and Key Employees may participate simultaneously with respect to
Performance Shares for which different Performance Periods are prescribed. 
 (c) The Committee shall determine the Performance Objectives
of Awards of Performance Shares. Performance Objectives may vary from Key Employee to Key Employee and between groups of Key Employees and shall be based upon such Performance Goals as the Committee may deem appropriate. The Performance Objective
shall be established by the Committee prior to, or reasonably promptly following the inception of, a Performance Period but, to the extent required by Section 162(m) of the Code, by no later than the earlier of the date that is ninety days
after the commencement of the Performance Period or the day prior to the date on which twenty-five percent of the Performance Period has elapsed. 

(d) Following the completion of each Performance Period, the Committee shall certify in writing, in accordance with the requirements of
Section 162(m) of the Code to the extent applicable, whether the Performance Objective and other material terms for paying amounts in respect of each Performance Share Award related to that Performance Period have been achieved or met. Unless
the Committee determines otherwise, Performance Share Awards shall not be settled until the Committee has made the certification specified under this Section 6(d). 

(e) The Committee is authorized at any time during or after a Performance Period to reduce or eliminate the Performance Share Award of any Key
Employee for any reason, including, without limitation, changes in the position or duties of any Key Employee with the Participating Company during or after a Performance Period, whether due to any termination of employment (including death,
disability, retirement, voluntary termination or termination with or without cause) or otherwise. In addition, to the extent necessary to preserve the intended economic effects of the Plan to the Participating Company and the Key Employee, the
Committee shall adjust Performance Objectives, the Performance Share Awards or both to take into account: (i) a change in corporate capitalization, (ii) a corporate transaction, such as any merger of the Company or any subsidiary into
another corporation, any consolidation of the Company or any subsidiary into another corporation, any separation of the Company or any subsidiary (including a spin-off or the distribution of stock or property of the Company or any subsidiary), any
reorganization of the Company or any subsidiary or a large, special and non-recurring dividend paid or distributed by the Company (whether or not such reorganization comes within the definition of Section 368 of the Code), (iii) any
partial or complete liquidation of the Company or any subsidiary or (iv) a change in accounting or other relevant rules or regulations (any adjustment pursuant to this Clause (iv) shall be subject to the timing requirements of the last
sentence of the definition of Performance Goal set forth in Section 2 of the Plan); provided, however, that no adjustment hereunder shall be 







 
authorized or made if and to the extent that the Committee determines that such authority or the making of such adjustment would cause the Performance Bonus Awards to fail to qualify as
“qualified performance-based compensation” under Section 162(m) of the Code with respect to a particular Key Employee. 
 (f)
At the beginning of a Performance Period, the Committee shall determine for each Key Employee or group of Key Employees the number of Performance Shares or the percentage of Performance Shares that shall be paid to the Key Employee or member of the
group of Key Employees if Performance Objectives are met in whole or in part. 
 (g) If a Key Employee terminates service with all
Participating Companies during a Performance Period because of death, Total Disability, Retirement, or under other circumstances where the Committee in its sole discretion finds that a waiver would be in the best interests of the Company, that Key
Employee may, as determined by the Committee, be entitled to an Award of Performance Shares at the end of the Performance Period based upon the extent to which the Performance Objectives were satisfied at the end of such period, which Award, in the
discretion of the Committee, may be maintained without change or reduced and prorated for the portion of the Performance Period during which the Key Employee was employed by any Participating Company; provided, however, the Committee may provide for
an earlier payment in settlement of such Performance Shares in such amount and under such terms and conditions as the Committee deems appropriate or desirable, but only to the extent consistent with the requirements of Section 162(m) of the
Code to the extent applicable in respect of such Key Employee. If a Key Employee terminates service with all Participating Companies during a Performance Period for any other reason, then such Key Employee shall not be entitled to any Award with
respect to that Performance Period unless the Committee shall otherwise determine. 
 (h) Each Award of a Performance Share shall be paid in
whole shares of Stock, with payment to commence as soon as practicable after the end of the relevant Performance Period but no earlier than following the determination made in Section 6(d) hereof. To the extent provided at the beginning of a
Performance Period and in the applicable Award Agreement, the Award may be individual dividends deemed invested in additional shares of stock. Subject to the terms of the applicable program, the Award may also be paid in shares of Stock or
Restricted Stock. 
 (i) A Key Employee shall not be granted Performance Shares for all of the Performance Periods commencing in the same
calendar year that permit the Key Employee to earn Stock covering more than the Share Limit in respect of such Key Employee. In addition, separate and apart from the limit in the previous sentence, with respect to Performance Share Awards to be
settled in cash, a Key Employee shall not be granted Performance Share Awards for all of the Performance Periods commencing in a calendar year that permit the Key Employee in the aggregate to earn a cash payment in excess of the Fair Market Value of
the Share Limit as of the first day of the first Performance Period commencing in such calendar year. 
 (j) Performance Share Awards may be
structured in the form of Restricted Stock Units or any substantially similar instrument evidencing the right to receive a share of 







 
Stock at some future date upon the lapse of the applicable restrictions established by the Committee or upon the satisfaction of any applicable Performance Goals established by the Committee
hereunder. To the extent provided for by the Committee, the rules of Section 7 shall apply to Restricted Stock Units. 
  

	7.	Restricted Stock and Restricted Stock Units 

 (a) Subject to the provisions of the Plan,
the Committee shall (i) determine and designate from time to time those Key Employees or groups of Key Employees to whom Awards of Restricted Stock or Restricted Stock Units are to be made, (ii) determine the restrictions applicable to
such Awards and any applicable including the attainment of time vesting criteria and/or Performance Objectives; (iii) determined a restriction period (after which restrictions will lapse), which shall mean a period commencing on the date the
Award is granted and ending on such date as the Committee shall determine (the “Restriction Period”); (iv) determine the form of settlement of an Restricted Stock Unit and (v) generally determine the terms and conditions of each
Award of Restricted Stock and Restricted Stock Units. The Committee may provide for the lapse of restrictions in installments where deemed appropriate. 

(b) Except as may be provided in the applicable Award agreement or when the Committee determines otherwise pursuant to Section 7(d), if a
Key Employee terminates employment with all Participating Companies for any reason before the expiration of the Restriction Period, all shares of Restricted Stock or Restricted Stock Units still subject to restriction shall be forfeited by the Key
Employee and shall be reacquired by the Company. 
 (c) Except as otherwise provided in this Section 7, no shares of Restricted Stock
received by a Key Employee shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period. 

(d) In cases of death, Total Disability or Retirement or in cases of special circumstances, the Committee may, in its sole discretion when it
finds that a waiver would be in the best interests of the Company, elect to waive any or all remaining restrictions with respect to such Key Employee’s Restricted Stock. 

(e) The Committee may require, under such terms and conditions as it deems appropriate or desirable, that the certificates for Stock delivered
under the Plan may be held in custody by a bank or other institution, or that the Company may itself hold such shares in custody until the Restriction Period expires or until restrictions thereon otherwise lapse, and may require, as a condition of
any Award of Restricted Stock that the Key Employee shall have delivered a stock power endorsed in blank relating to the Restricted Stock. 

(f) Nothing in this Section 7 shall preclude a Key Employee from exchanging any shares of Restricted Stock subject to the restrictions
contained herein for any other shares of Stock that are similarly restricted. 
 (g) Subject to Section 7(e) and Section 8, each
Key Employee entitled to receive Restricted Stock under the Plan shall be issued a certificate for the shares of Stock. Such 







 
certificate shall be registered in the name of the Key Employee, and shall bear an appropriate legend reciting the terms, conditions and restrictions, if any, applicable to such Award and shall
be subject to appropriate stop-transfer orders. 
 (h) Restricted Stock Units are contractual rights only, and no Stock will be issued
unless and until the terms and conditions set by Committee are obtained. Restricted Stock Units do not carry any rights of a stockholder, including voting rights, and unless otherwise provided in the Award Agreement, do not carry a right to
receive an amount in respect of dividends.
  

	8.	Certificates for Awards of Stock 

 (a) The Company shall not be required to issue or
deliver any certificates for shares of Stock prior to (i) the listing of such shares on any stock exchange on which the Stock may then be listed and (ii) the completion of any registration or qualification of such shares under any federal
or state law, or any ruling or regulation of any government body that the Company shall, in its sole discretion, determine to be necessary or advisable. 

(b) All certificates for shares of Stock delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. The foregoing provisions of this Section 8(b) shall not be effective if and to the extent that the shares of Stock
delivered under the Plan are covered by an effective and current registration statement under the Securities Act of 1933, or if and so long as the Committee determines that application of such provisions is no longer required or desirable. In making
such determination, the Committee may rely upon an opinion of counsel for the Company. The rules applicable to certificates hereunder shall apply equally to noncertificated shares of Stock held pursuant to any electronic, book entry or other means
or record of ownership and transfer. 
 (c) Except for the restrictions on Restricted Stock under Section 7, each Key Employee who
receives Stock in settlement of an Award of Stock, shall have all of the rights of a shareholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions. No Key Employee awarded an Option, a
Right, a Restricted Stock Unit or Performance Share shall have any right as a shareholder with respect to any shares covered by his or her Option, Right, Restricted Stock Unit or Performance Share prior to the date of issuance to him or her of a
certificate or certificates for such shares. 
  

	9.	Change in Control 

 Notwithstanding any provisions in this Plan to the contrary: 

(a) Each outstanding Option granted under the Plan shall become immediately exercisable in full for the aggregate number of shares covered
thereby and all related Rights shall also become exercisable upon the occurrence of a Change in Control and 







 
shall continue to be exercisable in full for a period of 60 calendar days beginning on the date that such Change in Control occurs and ending on the
60th calendar day following that date; provided, however, that no Option or Right shall be exercisable beyond the expiration date of its original term. 

(b) Options and Rights shall not terminate and shall continue to be fully exercisable for a period of seven months following the occurrence of
a Change in Control in the case of an employee who is terminated other than for just cause or who voluntarily terminates his or her employment because he or she in good faith believes that as a result of such Change in Control he or she is unable
effectively to discharge the duties of the position he or she occupied just prior to the occurrence of such Change in Control. For purposes of Section 9 only, termination shall be for “just cause” only if such termination is based on
fraud, misappropriation or embezzlement on the part of the employee that results in a final conviction of a felony. Under no circumstances, however, shall any Option or Right be exercised beyond the expiration date of its original term. 

(c) The restrictions applicable to Awards of Restricted Stock and time vested Restricted Stock Units issued pursuant to Section 7 shall
lapse upon the occurrence of a Change in Control and the Company shall issue stock certificates without a restrictive legend. 
 (d) Subject
to any change or interpretation of the Committee under Section 16(f), if a Change in Control occurs during the course of a Performance Period applicable to an Award of Performance Shares pursuant to Section 6, then the Key Employee shall
be deemed to have satisfied the Performance Objectives. 
 (e) For purposes of this Plan, “Change in Control” means the occurrence
of any one or more of the following events: 
  

	(i)	subject to the conditions contained in the final paragraph of this definition, the filing of a report on Schedule 13D with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the “Act”) disclosing that any person, other than the Company or any employee benefit plan sponsored by the Company, is the beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly,
of securities representing 20 percent or more of the total voting power represented by the Company’s then outstanding Voting Securities (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire
Voting Securities); or 

  

	(ii)	the purchase by any person, other than the Company or any employee benefit plan sponsored by the Company, of shares pursuant to a tender offer or exchange offer to acquire any Voting Securities of the Company (or
securities convertible into such Voting Securities) for cash, securities, or any other consideration, provided that after consummation of the offer, the person in question is the beneficial owner, directly or indirectly, of securities representing
20 percent or more of the total voting power represented by the Company’s then outstanding Voting Securities (all as calculated under clause (i)); or 

  

	(iii)	 the approval by the shareholders of the Company, and the subsequent occurrence, of (A) any consolidation or merger of the Company in which the
Company is not the 










	 	
continuing or surviving corporation (other than a merger of the Company in which holders of Common Shares of the Company immediately prior to the merger have the same proportionate ownership of
Common Shares of the surviving corporation immediately after the merger as immediately before), or pursuant to which Common Shares of the Company would be converted into cash, securities, or other property, or (B) any sale, lease, exchange, or
other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or 

  

	(iv)	a change in the composition of the Board of the Company at any time during any consecutive 24-month period such that “continuing directors” cease for any reason to constitute at least a 70 percent majority of
the Board. 

 For purposes of this definition of “Change in Control,” the term “Voting Securities” means any securities of
the Company that vote generally in the election of members of the Board and the term “continuing directors” means those members of the Board who either were directors at the beginning of a consecutive 24-month period or were elected during
such period by or on the nomination or recommendation of at least a 70 percent majority of the then-existing Board. So long as there has not been a Change in Control within the meaning of clause (iv) above, the Board may adopt by a 70 percent
majority vote of the “continuing directors” a resolution to the effect that the occurrence of an event described in clause (i) (a “Clause (i) Event”) does not constitute a “Change in Control” (an
“Excluding Resolution”) or a resolution to the effect that the occurrence of a Clause (i) Event does constitute a “Change in Control” (an” Including Resolution”). The adoption of an Excluding Resolution with
respect to any Clause (i) Event shall not deprive the Board of the right to adopt an Including Resolution with respect to such Clause (i) Event at a later date. A Clause (i) Event shall not in and of itself constitute a “Change
in Control” until the earlier of (x) the effective date of an Including Resolution with respect thereto or (y) the passage of a period of 30 calendar days after the occurrence thereof without an Excluding Resolution having been
adopted with respect thereto; notwithstanding the adoption of an Excluding Resolution within the 30-day period referred to in (y), an Including Resolution may subsequently be adopted with respect to the relevant Clause (i) Event while it
continues to exist, in which event a “Change in Control” shall be deemed to have occurred for purposes of this definition upon the effective date of such Including Resolution. The provisions of this paragraph of the definition of
“Change in Control” relate only to situations where a Clause (i) Event has occurred and no Change in Control within the meaning of clause (ii), (iii), or (iv) of the preceding paragraph has occurred, and nothing in this paragraph
shall derogate from the principle that the occurrence of an event described in clause (ii), (iii), or (iv) of the preceding paragraph shall be deemed an immediate Change in Control regardless of whether or not a Clause (i) Event has
occurred and an Excluding Resolution or Including Resolution become effective. 
  

	10.	Beneficiary 

 The Beneficiary of a Key Employee shall be the Key Employee’s estate,
which shall be entitled to receive the Award, if any, payable under the Plan upon his or her death. A Key Employee may file with the Company a written designation of one or more persons as a Beneficiary in lieu of his or her estate, who shall be
entitled to receive the Award, if 







 
any, payable under the Plan upon his or her death, subject to the enforceability of the designation under applicable law at that time. A Key Employee may from time-to-time revoke or change his or
her Beneficiary designation, with or without the consent of any prior Beneficiary as required by applicable law, by filing a new designation with the Company. Subject to the foregoing, the last such designation received by the Company shall be
controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to the Key Employee’s death, and in no event shall it be effective as of a date prior to such receipt.
If the Committee is in doubt as to the right of any person to receive such Award, the Company may retain such Award, without liability for any interest thereon, until the Committee determines the rights thereto, or the Company may pay such Award
into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Company therefore. 
  

	11.	Administration of the Plan 

 (a) Each member of the Committee shall be both a member of
the Board, a “non-employee director” within the meaning of Rule 16b-3(b)(3)(i) under the Act or successor rule or regulation and an “outside director “ within the meaning of Section 162(m) of the Code. 

(b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or
taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. 
 (c) The
Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereof and actions taken thereunder shall be, except as otherwise determined by
the Board, final, conclusive and binding on all persons for all purposes. 
 (d) The Committee’s decisions and determinations under the
Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. 
 (e)
The Committee may, in its sole discretion, delegate such of its powers as it deems appropriate; provided, however, that the Committee may not delegate its responsibility (i) to make Awards to executive officers of the Company; (ii) to make
Awards that are intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code; or (iii) to certify the satisfaction of Performance Objectives pursuant to Section 6(d) or in accordance
with Section 162(m) of the Code. The Committee may also appoint agents to assist in the day-to-day administration of the Plan and may delegate the authority to execute documents under the Plan to one or more members of the Committee or to one
or more officers of the Company. 
 (f) If a Change in Control has not occurred and if the Committee determines that a Key Employee has
taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at








 
the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period
has not lapsed. 
  

	12.	Amendment, Extension or Termination 

 The Board may, at any time, amend or terminate the
Plan and, specifically, may make such modifications to the Plan as it deems necessary to avoid the application of Section 162(m) of the Code and the Treasury regulations issued thereunder. However, no amendment shall, without approval by a
majority of the Company’s stockholders, (a) alter the group of persons eligible to participate in the Plan, (b) except as provided in Section 13 increase the maximum number of shares of Stock that are available for Awards under
the Plan, or (c) except for adjustments pursuant to Section 13 or as otherwise provided for in the Plan, decrease the Option price for any outstanding Option or Right after the date the Option or Right is granted, or cancel or accept the
surrender of any outstanding Option or Right at a time when its exercise price exceeds the fair market value of the underlying Stock, in exchange for another Award, cash or other property or the grant of a new Option or Right with a lower price than
the Option or Right being surrendered. If a Change in Control has occurred, no amendment or termination shall impair the rights of any person with respect to a prior Award. 
  

	13.	Adjustments in Event of Change in Common Stock 

 In the event of any recapitalization,
reclassification, split-up or consolidation of shares of Stock or stock dividend, merger or consolidation of the Company or sale by the Company of all or a portion of its assets, the Committee shall make such adjustments in the Stock subject to
Awards, including Stock subject to purchase by an Option, or the terms, conditions or restrictions on Stock or Awards, including the price payable upon the exercise of such Option, as the Committee deems equitable; provided however, that in the
event of a stock split, stock dividend or consolidation of shares, the number of shares subject to an outstanding Option and the exercise price thereof, and the number of outstanding Performance Shares, shall be proportionately adjusted to reflect
such action. With respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments shall be made only to the extent that the Committee determines that such adjustments may be
made without a loss of deductibility for such Awards under Section 162(m) of the Code. 
  

	14.	Forfeiture of Gains on Exercise 

 Except following a Change in Control, if the Key
Employee terminates employment in breach of any covenants and conditions subsequent set forth in Section 15 and becomes employed by a competitor of the Company within one year after the date of exercise of any Option or the receipt of any
Award, the Key Employee shall pay to the Company an amount equal to any gain from the exercise of the Option or the value of the Award other than Options, in each case measured by the amount reported as taxable compensation to the Key Employee by
the Company for federal income tax purposes and in the case of Options that are incentive stock options, in an amount equal to the amount that would have been reported as taxable income were such Options not incentive stock options, and in each case
without regard to any subsequent fluctuation in the market price 







 
of the shares of common stock of the Company. Any such amount due hereunder shall be paid by the Key Employee within thirty days of becoming employed by a competitor. By accepting an Option or
other Award hereunder, the Key Employee is authorizing the Company to withhold, to the extent permitted by law, the amount owed to the Company hereunder from any amounts that the Company may owe to the Key Employee in any capacity whatsoever. 

 

	15.	Conditions Subsequent 

 Except after a Change in Control, the exercise of any Option or
Right and the receipt of any Award shall be subject to the satisfaction of the following conditions subsequent: (i) that Key Employee refrain from engaging in any activity that in the opinion of the Committee is competitive with any activity of
the Company or any Subsidiary, excluding any activity undertaken upon the written approval or request of the Company, (ii) that Key Employee refrain from otherwise acting in a manner inimical or in any way contrary to the best interests of the
Company, and (iii) that the Key Employee furnish the Company such information with respect to the satisfaction of the foregoing conditions subsequent as the Committee shall reasonably request. In addition, except as may otherwise be excused by
action of the Committee, the Key Employee by the exercise of the Option or the receipt of the Award agrees to remain in the employ of the Company, unless earlier terminated by the Company or by the Key Employee by reason of his or her death,
disability or retirement. 
  

	16.	Miscellaneous 

 (a) Except as provided in Section 9, nothing in this Plan or any
Award granted hereunder shall confer upon any employee any right to continue in the employ of any Participating Company or interfere in any way with the right of any Participating Company to terminate his or her employment at any time. No Award
payable under the Plan shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of any Participating Company for the benefit of its employees unless the Company shall determine
otherwise. No Key Employee shall have any claim to an Award until it is actually granted under the Plan. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the
right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure
payment of such amounts except as provided in Section 7(e) with respect to Restricted Stock. 
 (b) The Committee may cause to be made,
as a condition precedent to the payment of any Award, or otherwise, appropriate arrangements with the Key Employee or his or her Beneficiary, for the withholding of any federal, state, local or foreign taxes. 

(c) The Plan and the grant of Awards shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. 







 (d) The terms of the Plan shall be binding upon the Company and its successors and assigns. 

(e) Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit the scope or intent of
any provision hereof. 
 (f) To the extent Awards issued under the Plan are intended to be exempt from the application of
Section 162(m) of the Code, which restricts under certain circumstances the Federal income tax deduction for compensation paid by a public company to named executives in excess of $1 million per year, the Committee may, without stockholder
approval, amend the Plan retroactively or prospectively to the extent it determines necessary in order to comply with any subsequent clarification of Section 162(m) of the Code required to preserve the Company’s Federal income tax
deduction for compensation paid pursuant to the Plan. 
 (g) To the extent applicable, the Plan is intended to be compliant with the
requirements of Section 409A of the Code, and the Plan and Award Agreements shall be interpreted and administered accordingly, though no guarantee or warranty of such compliance is made to any individual. 

 

	17.	Effective Date, Term of Plan and Shareholder Approval 

 This Plan shall become effective
upon Shareholder Approval on May 27, 2014 (the “Effective Date”). The Plan will continue in effect for existing Awards as long as any such Award is outstanding. Unless the Company determines otherwise, Section 6 of the Plan and
the definition of “Performance Goal” shall be submitted to the Company’s stockholders for Shareholder Approval at such time as may be required by Section 162(m) of the Code and in accordance with the requirements thereof.