EX-10.10



 Exhibit 10.10 

AS ADOPTED 
 QUESO HOLDINGS INC.

 2014 EQUITY INCENTIVE PLAN 

1. Purpose. The purpose of the Queso Holdings Inc. 2014 Equity Incentive Plan is to provide a means through which the Company
and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its
Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the
Company and its Affiliates and aligning their interests with those of the Company’s stockholders. 
 2. Definitions. The
following definitions shall be applicable throughout the Plan: 
 (a) “Affiliate” means (i) with respect to any
Person or entity (including, without limitation, the Company), any Person or entity that directly or indirectly controls, is controlled by or is under common control with such Person or entity and/or (ii) with respect to the Company, to the
extent provided by the Committee, any Person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control
with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by
contract or otherwise. 
 (b) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock
Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award, or Performance Compensation Award granted under the Plan. 

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

(d) “Cause” means, in the case of a particular Award, unless the applicable Award agreement states otherwise,
(i) the Company or any of its Affiliates having “Cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar agreement between the Participant and the Company or any of its
Affiliates in effect at the time of such termination, or (ii) in the absence of any such employment or consulting or similar agreement (or the absence of any definition of “Cause” contained therein), (A) the Participant’s
commission of, conviction for, or plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) the Participant’s conduct that results in or
is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates in any material way, (C) the Participant’s failure to perform duties as reasonably directed by the Company or the
Participant’s material violation of any rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business (which, if curable, is not cured within ten days after notice thereof is
provided to the Participant), or (D) the Participant’s gross negligence, willful malfeasance or material act of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within ten days after notice thereof
is provided to the Participant). Any determination of whether Cause exists shall be made by the Committee in its sole discretion. 







 (e) “Capital Stock” means any and all shares of, interests and participations
in, and other equivalents (however designated) of stock, including, without limitation, all Common Stock and preferred stock. 
 (f)
“Change in Control” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon: 

(i) the consummation of a Sale of the Company; or 

(ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Common Stock directly or
indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments; provided that any acquisition by an Excluded Entity shall not be deemed to result in a Change in Control. 

(g) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any
section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance. 

(h) “Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such
committee has been appointed by the Board, the Board. 
 (i) “Common Stock” means the voting and non-voting shares of common
stock, par value $0.01 per share, of the Company (and any stock or other securities into which such shares of common stock may be converted or into which they may be exchanged). 

(j) “Company” means Queso Holdings Inc., a Delaware corporation. 

(k) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in
such authorization. 
 (l) “Distributed Securities” has the meaning set forth in the definition of “Investor IRR.”

 (m) “Effective Date” means the date as of which this Plan is adopted by the Board. 

(n) “Eligible Director” means a Person who is a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act. 
 (o) “Eligible Person” means any (i) individual employed by the Company or any of its Affiliates;
(ii) director of the Company or any of its Affiliates; (iii) consultant or advisor to the Company or any of its Affiliates, provided that if the Company is subject to the requirement to file reports pursuant to Section 13 of
the Exchange Act, such Persons must be eligible to be offered securities registrable on Form S-8; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company
or any of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or any of its Affiliates). 

  
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 (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any
reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such
section, rules, regulations or guidance. 
 (q) “Excluded Entity” means the Investor, the Company and any Affiliate of any
of the foregoing. 
 (r) “Exercise Price” has the meaning given such term in Section 7(b) of the Plan. 

(s) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

(i) If the shares of Common Stock are listed on any established stock exchange or a national market system, the Fair Market Value
will be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination (or the immediately preceding trading day if no shares of Common Stock were traded on
the day of determination), as reported in The Wall Street Journal or such other source as the Committee deems reliable; 

(ii) If the shares of Common Stock are regularly quoted by a recognized securities dealer but selling prices are not reported, the
Fair Market Value of a share of Common Stock will be the mean between the high bid and low asked prices for the shares of Common Stock on the day of determination (or the immediately preceding trading day if no shares of Common Stock were traded on
the day of determination), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or 

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the
Committee in accordance with Section 409A of the Code. 
 (t) “Immediate Family Members” shall have the meaning
set forth in Section 15(b)(ii) of the Plan. 
 (u) “Incentive Stock Option” means an Option that is designated by the
Committee as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements set forth in the Plan. 

(v) “Indemnifiable Person” shall have the meaning set forth in Section 4(e) of the Plan. 

(w) “Investor” means AP VIII Queso Holdings, L.P., each of its Affiliates and any other investment fund, investment vehicle or
portfolio company managed by AP VIII Queso Holdings, L.P. or any of its Affiliates (including any successors or assigns of any such entity). 

  
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 (x) “Investor Investment” means direct or indirect investments in shares of
Common Stock or other Capital Stock of the Company made by the Investor on or after February 14, 2014, but excluding any purchases or repurchases of shares of Common Stock on any securities exchange or any national market system after an
initial Public Offering. 
 (y) “Investor IRR” means the pretax compounded annual internal rate of return calculated on a
quarterly basis realized by the Investor on the Investor Investment, based on the aggregate amount invested by the Investor for all Investor Investments and the aggregate amount of cash received by, and any securities received by the Investor as a
return on the Investor Investment that have been distributed to investors in investment funds managed by AP VIII Queso Holdings, L.P. or any of its Affiliates (“Distributed Securities”) that were distributed to the Investor in
respect of all Investor Investments, assuming all Investor Investments were purchased by one Person and were held continuously by such Person. The Investor IRR shall be determined based on the actual time of each Investor Investment and actual cash
received by, and Distributed Securities distributed to, the Investor in respect of all Investor Investments and including, as a return on each Investor Investment, any cash dividends, cash distributions, cash sales or cash interest made by the
Company or any of its Subsidiaries in respect of such Investor Investment during such period, but excluding any other amounts payable that are not directly attributable to an Investor Investment and excluding any management fees. For purposes of
determining Investor IRR in respect of Distributed Securities, the fair market value of those securities on the date on which the Distributed Securities are distributed shall be used for purposes of calculating the annual internal rate of return,
and such date shall be deemed the date on which the return on the Investor Investment was received by the Investor. 
 (z) “Investor
Rights Agreement” means that certain Investor Rights Agreement, dated August 21, 2014, by and among the Company and the stockholders of the Company, as may be amended from time to time. 

(aa) “Mature Shares” means shares of Common Stock owned by a Participant that are not subject to any pledge or security
interest and that have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use
of such shares to pay the Exercise Price or satisfy a withholding obligation of the Participant. 
 (bb) “MOIC” means the
return to the Investor on the Investor Investment of a multiple of the Investor Investment at any date for determination thereof determined by dividing (i) the aggregate amount of cash received by, and fair market value of any securities
received by, the Investor as a return on the Investor Investment that have been distributed to investors in investment funds managed by AP VIII Queso Holdings, L.P. or any of its Affiliates that were distributed to the Investor in respect of all
Investor Investments, assuming all Investor Investments were purchased by one Person and were held continuously by such Person, on or prior to the date of such determination by (ii) the aggregate amount invested by the Investor for all Investor
Investments. 
 (cc) “Negative Discretion” means the discretion authorized by the Plan to be applied by the Committee to
eliminate or reduce the size of a Performance Compensation Award. 

  
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 (dd) “Nonqualified Stock Option” means an Option that is not designated by the
Committee as an Incentive Stock Option. 
 (ee) “Option” means an Award granted under Section 7 of the Plan. 

(ff) “Option Period” has the meaning given such term in Section 7(c) of the Plan. 

(gg) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive
an Award pursuant to Section 6 of the Plan. 
 (hh) “Performance Compensation Award” means any Award designated by the
Committee as a Performance Compensation Award pursuant to Section 11 of the Plan. 
 (ii) “Performance Criteria” means
the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. 

(jj) “Performance Formula” means, for a Performance Period, the one or more objective formulae applied against the relevant
Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period. 

(kk) “Performance Goals” means, for a Performance Period, the one or more goals established by the Committee for the
Performance Period based upon the Performance Criteria. 
 (ll) “Performance Period” means the one or more periods of time,
as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award. 

(mm) “Permitted Transferee” has the meaning set forth in Section 15(b)(ii) of the Plan. 

(nn) “Person” means “person” as such term is used in Section 13(d) or 14(d) of the Exchange Act. 

(oo) “Plan” means this Queso Holdings Inc. 2014 Equity Incentive Plan. 

(pp) “Public Offering” means the closing of a public offering of shares of Common Stock pursuant to a registration statement
declared effective under the Securities Act, except that a Public Offering shall not include (i) an offering made primarily pursuant to a registration statement on Form S-4 in connection with a business combination or on Form S-8 in connection
with an employee benefit plan of the Company or made primarily to employees or consultants of the Company; or (ii) an offering of 10% or less of the then outstanding shares of Common Stock. 

  
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 (qq) “Restricted Period” means the period of time determined by the Committee
during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned. 

(rr) “Restricted Stock” means shares of Common Stock, subject to certain specified restrictions (including, without
limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan. 

(ss) “Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities
or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the
Plan. 
 (tt) “Sale of the Company” means the sale of the Company to one or more Independent Third Parties, pursuant to
which such party or parties acquire (i) Capital Stock of the Company possessing the voting power to elect a majority of the Board (whether by merger, consolidation, recapitalization or sale or transfer of the Company’s Capital Stock or
otherwise); or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that any acquisition by an Excluded Entity shall not be deemed to result in a Sale of the Company. 

(uu) “SAR Period” has the meaning given such term in Section 8(c) of the Plan. 

(vv) “Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any
section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance. 

(ww) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan. 

(xx) “Stock Bonus Award” means an Award granted under Section 10 of the Plan. 

(yy) “Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the
case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant. 

(zz) “Subsidiary” means, with respect to the Company: 

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock (without
regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that 

  
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 effectively transfers voting power) to vote in the election of directors, managers, representatives or trustees
thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the Company’s other Subsidiaries (or a combination thereof); and 

(ii) any partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the
managing general partner of which is the Company or one of the Company’s other Subsidiaries or (B) the only general partners (or functional equivalents thereof) of which are the Company or one or more Subsidiaries of that Person (or any
combination thereof). 
 (aaa) “Substitute Awards” has the meaning given such term in Section 5(e). 

3. Effective Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after
which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall
continue to apply to such Awards. 
 4. Administration. 

(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if applicable and if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. The fact
that a Committee member shall fail to qualify as an Eligible Director, however, shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. The acts of a majority of the members present at any meeting at
which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined based on the Committee’s charter as approved by the Board. 

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock
to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled,
forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall
be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or
agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan;
(ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the
Plan. 

  
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 (c) The Committee may delegate to one or more officers of the Company or any of its Affiliates
the authority to act on behalf of the Committee with respect to any matter, right, obligation or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants
of Awards to Persons subject to Section 16 of the Exchange Act, if applicable. 
 (d) Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at
any time and shall be final, conclusive and binding upon all Persons or entities, including, without limitation, the Company, any Affiliate of the Company, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.

 (e) No member of the Board, member of the Committee, delegate of the Committee or any employee or agent of the Company (each such Person,
an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held
harmless by the Company against and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to
which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award agreement and against and from any and all amounts paid by such
Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person; provided that the
Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of
the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such
Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right
of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless. 

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time,
grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan. 

  
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 5. Grant of Awards; Shares Subject to the Plan; Limitations. 

(a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus
Awards and/or Performance Compensation Awards to one or more Eligible Persons. 
 (b) Awards granted under the Plan shall be subject to the
following limitations: (i) subject to Section 12 of the Plan, the Committee is authorized to deliver under the Plan 3,724,918 shares of Common Stock and (ii) with respect to Incentive Stock Options, no more than 3,724,918 shares of
Common Stock may be awarded to any single Participant during any single calendar year. 
 (c) Shares of Common Stock underlying Awards that
are forfeited, cancelled, expire unexercised, are settled in cash, or used or withheld to pay or satisfy the required Exercise Price or tax obligations of the Participant shall be available again for Awards under the Plan. 

(d) Shares of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury
of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing. 
 (e) Awards may, in the sole
discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”) to
a Person who would otherwise be an Eligible Person following the closing of such acquisition or combination. The number of shares of Common Stock underlying any Substitute Awards shall be counted against the aggregate number of shares of Common
Stock available for Awards under the Plan. 
 6. Eligibility. Participation shall be limited to Eligible Persons who have
entered into an Award agreement or who have received written notification from the Committee, or from a Person designated by the Committee, that they have been selected to participate in the Plan. 

7. Options. 
 (a)
Generally. Each Option granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including e-mail or the posting on a web site maintained by the Company or a third party under contract with
the Company)). Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under
the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of
the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has
been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail
to be effective solely on account of a failure to obtain such approval, but 

  
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 rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In
the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option
(or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan. 

(b) Exercise Price. The exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be
less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares
representing more than 10% of the voting power of all classes of shares of the Company or any of its Affiliates, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and provided,
further, that, notwithstanding any provision herein to the contrary, the Exercise Price shall not be less than the par value per share of Common Stock. 

(c) Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the
Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of
Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any of its Affiliates; and provided,
further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other
than with respect to exercisability. 
 (d) Method of Exercise and Form of Payment. No shares of Common Stock shall be
delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and
employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise
Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by
means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares are Mature Shares, and (ii) by such other method as the Committee may
permit in accordance with applicable law, in its sole discretion, including, without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the
Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the
exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price; or (C) by a “net exercise” method whereby 

  
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 the Company withholds from the delivery of the shares of Common Stock for which the Option was exercised that
number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Stock for which the Option was exercised. Any fractional shares of Common Stock shall be settled in cash. 

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option
under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any
disposition (including, without limitation, any sale) of such shares of Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock
Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the
applicable Participant until the end of the period described in the preceding sentence. 
 (f) Compliance with Laws, etc.
Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the
applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded. 

8. Stock Appreciation Rights. 

(a) Generally. Each SAR granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium
(including e-mail or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not
inconsistent with the Plan as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option. 

(b) Strike Price. The Strike Price per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of
such share determined as of the Date of Grant. 
 (c) Vesting and Expiration. A SAR granted in connection with an Option shall
become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such
date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates
set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. 

  
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 (d) Method of Exercise. SARs that have become exercisable may be exercised by
delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. 

(e) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares of
Common Stock subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment
taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional share of Common Stock shall be settled in
cash. 
 9. Restricted Stock and Restricted Stock Units. 

(a) Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in
paper or electronic medium (including e-mail or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and to such
other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. 
 (b) Restricted Accounts; Escrow
or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted
Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement
evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this
Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock and the right to
receive dividends, if applicable; provided that dividends may be made subject to the same restrictions as the Restricted Stock with respect to which such dividends correspond. To the extent shares of Restricted Stock are forfeited, any stock
certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the
Company. 
 (c) Delivery of Restricted Stock and Settlement of Restricted Stock Units. 

(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall 

  
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 deliver to the Participant, or his or her beneficiary, without charge, the stock certificate evidencing the
shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest whole share) or deliver the shares in book entry or other electronic manner reasonably determined
by the Committee. Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of
Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by
the Committee in the applicable Award agreement). 
 (ii) Unless otherwise provided by the Committee in an Award agreement, upon the
expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one share of Common Stock for each such outstanding Restricted Stock
Unit; provided, however, that the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units. If a cash
payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal
to any federal, state, local and non-U.S. income and employment taxes required to be withheld. 
 10. Stock Bonus Awards. The
Committee may issue unrestricted shares of Common Stock, or other Awards denominated in shares of Common Stock, under the Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time
in its sole discretion determine. Each Stock Bonus Award granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including e-mail or the posting on a web site maintained by the Company or a third party
under contract with the Company)). Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. 

11. Performance Compensation Awards. 

(a) Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of
the Plan, to designate such Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participant. 

(b) Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the
Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or
level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 days of a Performance Period, if applicable, the Committee shall, with regard to the Performance Compensation Awards to be issued for such
Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing. 

  
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 (c) Performance Criteria. The Performance Criteria that will be used to establish
the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (and/or one or more of its Affiliates, divisions or operational units, or any combination of the foregoing) and may include the following or
any such other Performance Criteria as determined by the Committee in its discretion: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or
revenue growth; (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity or sales);
(vii) cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital); (viii) earnings before or after taxes, interest, depreciation and/or amortization; (ix) gross or operating margins;
(x) productivity ratios; (xi) stock price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets; (xiii) margins; (xiv) operating efficiency; (xv) objective measures of
customer satisfaction; (xvi) working capital targets; (xvii) measures of economic value added; (xviii) inventory control; (xix) enterprise value; (xx) sales; (xxi) debt levels and net debt; (xxii) combined ratio;
(xxiii) timely launch of new facilities; (xxiv) client retention; (xxv) employee retention; (xxvi) timely completion of new product rollouts; and (xxvii) objective measures of personal targets, goals or completion of
projects. Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more of its Affiliates as a whole or any business unit(s) of the Company and/or one or more of
its Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the
Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the
Performance Criteria specified in this Section 11(c). 
 (d) Modification of Performance Goal(s). If applicable tax and/or
securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining
stockholder approval. The Committee is authorized at any time, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events:
(i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and
restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and
results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category
thereof; (viii) foreign exchange gains and losses; (ix) a change in the Company’s fiscal year; and (x) any other extraordinary event that, in the reasonable determination of the Committee, impacts the applicable Performance
Criteria. 

  
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 (e) Payment of Performance Compensation Awards. 

(i) Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the
Company or one of its Affiliates on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period. 

(ii) Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent
that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the
Performance Formula to such achieved Performance Goals. 
 (iii) Certification. Following the completion of a Performance Period, the
Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for
the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion. 

(iv) Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award
for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such
reduction or elimination is appropriate. 
 (f) Timing of Award Payments. Performance Compensation Awards granted for a
Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months following the end of the fiscal
year during which the Performance Period is completed. 
 12. Changes in Capital Structure and Similar Events. In the event of
any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the
Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Stock, the Committee shall make any such adjustments in such manner as it may deem equitable, including, without
limitation, any or all of the following: 
 (a) adjusting any or all of (i) the number of shares of Common Stock or other
securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the
limitations under Section 5 of the Plan) 

  
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 and (ii) the terms of any outstanding Award, including, without limitation, (A) the number of shares of
Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price with respect to any Award, or
(C) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals); 

(b) providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of,
Awards or providing for a period of time for exercise prior to the occurrence of such event; and 
 (c) canceling any one or more
outstanding Awards and causing to be paid to the holders thereof, in cash, shares of Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable
may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to
the excess, if any, of the fair market value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being
understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value may be canceled and terminated without any payment or consideration therefor); 

provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 123 (revised 2004)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under
this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this
Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act, if applicable. The Company shall give each Participant notice of an adjustment hereunder and, upon notice,
such adjustment shall be conclusive and binding for all purposes. 
 13. Effect of Change in Control. The effect of a Change in
Control on any Awards that are outstanding as of such Change in Control shall be set forth in the applicable Award agreement. 
 14.
Amendments and Termination. 
 (a) Amendment and Termination of the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply
with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Stock may be listed
or quoted); and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. 

  
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 (b) Amendment of Award Agreements. The Committee may, to the extent consistent with
the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or
retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore
granted shall not to that extent be effective without the consent of the affected Participant; and provided, further, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall comply
with applicable law and the rules of the applicable securities exchange or inter-dealer quotation system on which the Common Stock may be listed or quoted. 

15. General. 
 (a)
Award Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including e-mail or the posting on a web site maintained by the
Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, disability or termination of
employment or service of a Participant, or of such other events as may be determined by the Committee. 
 (b)
Nontransferability. 
 (i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or,
if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws
of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. 
 (ii) Notwithstanding the
foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award
agreement to preserve the purposes of the Plan, to: (A) any Person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family
Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her
Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement (each transferee described in clauses (A), (B),
(C) and (D) above is hereinafter 

  
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 referred to as a “Permitted Transferee”); provided that the Participant gives the
Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan. 

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any
reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the
laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be
acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required
to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the
Participant’s employment by, or services to, the Company or any of its Affiliates under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that
an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement. 

(c) Tax Withholding. 

(i) A Participant shall be required to pay to the Company or any of its Affiliates, and the Company or any of its Affiliates shall have the
right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common
Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the
Committee or the Company to satisfy all obligations for the payment of such withholding and taxes. 
 (ii) Without limiting the generality
of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (that are Mature Shares) owned by the
Participant having a fair market value equal to such withholding liability, or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a
number of shares with a fair market value equal to such withholding liability (but no more than the minimum required statutory withholding liability). 

(d) No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or any of its Affiliates, or other
Person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of 

  
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 Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s
determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any of its Affiliates, nor shall it be construed as giving any Participant any rights to continued service on the Board.
The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award
agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to noncontinuation of the Award beyond the
period provided under the Plan or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is
executed before, on or after the Date of Grant. 
 (e) International Participants. With respect to Participants who reside or
work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain
more favorable tax or other treatment for a Participant, the Company or its Affiliates. 
 (f) Designation and Change of
Beneficiary. Each Participant may file with the Committee a written designation of one or more Persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon
his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective
as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. 

(g) Termination of Employment or Service. Unless determined otherwise by the Committee at any point following such event:
(i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with an Affiliate of the Company (or vice versa) shall
be considered a termination of employment or service with the Company or an Affiliate of the Company; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services
to the Company and its Affiliates in a non-employee capacity (or vice versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate of the Company. 

(h) No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award agreement, no Person shall be
entitled to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have been issued or delivered to that Person. 

  
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 (i) Government and Other Regulations. The obligation of the Company to settle
Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be required. The Company shall be under no obligation to register for sale
under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for shares of Common Stock or other securities of the Company or any of its
Affiliates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the federal securities laws or the rules, regulations and
other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S.
laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to
the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements
of any governmental entity to whose jurisdiction the Award is subject. 
 (j) Payments to Persons Other Than Participants. If
the Committee shall find that any Person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such Person or his or her estate
(unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such Person, or any
other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor. 

(k) Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the
stockholders of the Company for approval, if applicable, shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of
stock options or other equity-based awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. 

(l) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of
any kind or a fiduciary relationship between the Company or any of its Affiliates, on the one hand, and a Participant or other Person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of
satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records
or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as
they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law. 

  
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 (m) Reliance on Reports. Each member of the Committee and each member of the Board
shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or having failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its
Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself or herself. 

(n) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any
pension, retirement, profit sharing, group insurance or other benefit plan of the Company, except as otherwise specifically provided in such other plan. 

(o) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware
applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. 

(p) Severability. If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal
or unenforceable in any jurisdiction or as to any Person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, Person or
entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect. 
 (q) Obligations Binding on
Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company. 
 (r) Expenses; Gender; Titles and
Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 

(s) Investor Rights and Other Agreements. Notwithstanding anything herein to the contrary, in no event shall shares of Common
Stock be delivered pursuant to any Award under this Plan unless and until the Participant executes the Investor Rights Agreement, which in all events shall be within 30 days following the vesting of the Award, as applicable. In addition, the
Committee may require, as a condition to the grant of and/or the receipt of shares of Common Stock under an Award, that the Participant execute lock-up or other agreements, as it may determine in its sole and absolute discretion. 

  
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 (t) Payments. Participants shall be required to pay, to the extent required by
applicable law, any amounts required to receive shares of Common Stock under any Award made under the Plan. 
 * * * 

As adopted by the Board of Directors of Queso Holdings Inc. on August 21, 2014. 

  
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