EX-10.1





 Exhibit 10.1 

TIMKENSTEEL CORPORATION 

2020 EQUITY AND INCENTIVE COMPENSATION PLAN 

1.    Purpose. The purpose of this Plan is to permit award grants to
non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for
service and/or performance. 
 2.    Definitions. As used in this Plan: 

(a)    “Appreciation Right” means a right granted pursuant to
Section 5 of this Plan. 
 (b)    “Base Price” means the price
to be used as the basis for determining the Spread upon the exercise of an Appreciation Right. 

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

(d)    “Cash Incentive Award” means a cash award granted pursuant to
Section 8 of this Plan. 
 (e)    “Change in Control” has the
meaning set forth in Section 12 of this Plan. 
 (f)    “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder, as such law and regulations may be amended from time to time. 

(g)    “Committee” means the Compensation Committee of the Board (or its successor(s)), or any other
committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan. 

(h)    “Common Shares” means the common shares, without par value per share, of the Company or any security into
which such common shares may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan. 

(i)    “Company” means TimkenSteel Corporation, an Ohio corporation, and its successors. 

(j)    “Date of Grant” means the date provided for by the Committee on which a grant of Option Rights,
Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Shares, Restricted Share
Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto). 

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

(l)    “Effective Date” means the date this Plan is approved by the Shareholders. 












 (m)    “Evidence of Award” means an agreement, certificate,
resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation
on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant. 

(n)    “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations thereunder, as such law, rules and regulations may be amended from time to time. 
 (o)    “Incentive
Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422 of the Code or any successor provision. 

(p)    “Management Objectives” means the measurable performance objective or objectives established pursuant to
this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Shares, Restricted Share Units, dividend
equivalents or other awards pursuant to this Plan. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or
circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the goals or actual levels of achievement regarding the Management Objectives, in whole or in part, as the Committee
deems appropriate and equitable. 
 (q)    “Market Value per Share” means, as of any particular date, the
closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or
if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in
good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in
Section 409A of the Code. 
 (r)    “Optionee” means the optionee named in an Evidence of Award
evidencing an outstanding Option Right. 
 (s)    “Option Price” means the purchase price payable on exercise
of an Option Right. 
 (t)    “Option Right” means the right to purchase Common Shares upon exercise of an
award granted pursuant to Section 4 of this Plan. 

(u)    “Participant” means a person who is selected by the Committee to receive benefits under this Plan and who
is at the time (i) a non-employee Director, (ii) an officer or other employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such capacity within 90 days
of the Date of Grant, or (iii) a person, including a consultant, who provides services to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”). 

  
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 (v)    “Performance Period” means, in respect of a Cash
Incentive Award, Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award,
Performance Share or Performance Unit are to be achieved. 
 (w)    “Performance Share” means a bookkeeping
entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan. 

(x)    “Performance Unit” means a bookkeeping entry awarded pursuant to
Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee. 

(y)    “Plan” means this TimkenSteel Corporation 2020 Equity and Incentive Compensation Plan, as may be amended
or amended and restated from time to time. 
 (z)    “Predecessor Plan” means the TimkenSteel Corporation 2014
Equity and Incentive Compensation Plan, in each case including as amended or amended and restated. 

(aa)    “Restricted Shares” means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired. 

(bb)    “Restricted Share Units” means an award made pursuant to
Section 7 of this Plan of the right to receive Common Shares, cash or a combination thereof at the end of the applicable Restriction Period. 

(cc)    “Restriction Period” means the period of time during which Restricted Share Units are subject to
restrictions, as provided in Section 7 of this Plan. 

(dd)    “Shareholder” means an individual or entity that owns one or more Common Shares. 

(ee)    “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is
exercised over the Base Price provided for with respect to the Appreciation Right. 
 (ff)    “Subsidiary”
means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have
outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to
make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any
grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by
such corporation. 

  
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 (gg)    “Voting Power” means, at any time, the combined voting
power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity. 

3.    Shares Available Under this Plan. 

(a)    Maximum Shares Available Under this Plan. 

 

	 	(i)	 Subject to adjustment as provided in Section 11 of this Plan and
the share counting rules set forth in Section 3(b) of this Plan, the number of Common Shares available under this Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted
Shares, (C) Restricted Share Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid with respect to
awards made under this Plan will not exceed in the aggregate 2,000,000 Common Shares, plus the Common Shares that are subject to awards granted under this Plan or the Predecessor Plan that are added (or added back, as applicable) to the
aggregate number of Common Shares available under this Section 3(a)(i) pursuant to the share counting rules of this Plan. Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. 


  

	 	(ii)	 Subject to the share counting rules set forth in Section 3(b) of
this Plan, the aggregate number of Common Shares available under Section 3(a)(i) of this Plan will be reduced by one Common Share for every one Common Share subject to an award granted under this Plan.



 (b)    Share Counting Rules. 

 

	 	(i)	 Except as provided in Section 22 of this Plan, if any award
granted under this Plan (in whole or in part) is canceled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or
unearned amount, again be available under Section 3(a)(i) above in accordance with Section 3(b)(v) below. 



 

	 	(ii)	 If, after the Effective Date, any Common Shares subject to an award granted under the Predecessor Plan are
forfeited, or an award granted under the Predecessor Plan (in whole or in part) is canceled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture,
expiration, cash settlement, or unearned amount, be available for awards under this Plan in accordance with Section 3(b)(v) below. 



  
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	 	(iii)	 Notwithstanding anything to the contrary contained in this Plan: (A) Common Shares withheld by the
Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable) to the aggregate number of Common Shares available under
Section 3(a)(i) of this Plan; (B) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to Option Rights or Appreciation Rights (or option rights
or appreciation rights granted under the Predecessor Plan) will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan;
(C) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards other than Option Rights and Appreciation Rights (or option rights or appreciation rights granted under the Predecessor
Plan) will be added back to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan in accordance with Section 3(b)(v) below,
but only for a period not to exceed 10 years from the Effective Date; (D) Common Shares subject to a share-settled Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the exercise
thereof will not be added back to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; and (E) Common Shares reacquired by the Company on the open market or otherwise
using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan.



  

	 	(iv)	 If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for
Common Shares based on fair market value, such Common Shares will not count against the aggregate limit under Section 3(a)(i) of this Plan. 



 

	 	(v)	 Any Common Share that becomes available under this Plan under this
Section 3(b) will be added (or added back, as applicable) as (A) one Common Share if such Common Share was subject to an award granted under this Plan or a stock option or stock appreciation right
granted under the Predecessor Plan, (B) 2.46 Common Shares if such Common Share was subject to an award granted under the Predecessor Plan prior to April 28, 2016 other than a stock option or stock appreciation right, and (C) as 2.50
Common Shares if such Common share was subject to an award granted under the Predecessor Plan on or after April 28, 2016 other than a stock option or stock appreciation right. 



  
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 (c)    Limit on Incentive Stock Options; Full Value Award Limit.
Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as provided in Section 11 of this Plan, (i) the aggregate number of Common Shares actually issued or
transferred by the Company upon the exercise of Incentive Stock Options will not exceed 2,000,000 Common Shares; and (ii) the number of Common Shares subject to awards granted under this Plan other than Option Rights or Appreciation
Rights (after taking into account any applicable share recycling under Section 3(b)) will not, during the life of this Plan, in the aggregate exceed 1,800,000 Common Shares. 

(d)    Non-Employee Director Compensation Limit. Notwithstanding anything
to the contrary contained in this Plan, in no event will any non-employee Director in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of
Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $500,000. 

(e)    Minimum Vesting. Notwithstanding anything in this Plan (outside of this
Section 3(e)) to the contrary, awards granted under this Plan shall vest no earlier than after a minimum one-year vesting period or
one-year performance period, as applicable; provided, however, that, notwithstanding the foregoing, an aggregate of up to 5% of the Common Shares available for awards under this Plan under
Section 3(a)(i), as may be adjusted under Section 11 of this Plan, may be used for awards that do not at grant comply with such minimum vesting
requirement. Nothing in this Section 3(e) or otherwise in this Plan shall preclude the Committee, in its sole discretion, from (i) providing for continued vesting or accelerated vesting for any
award under the Plan, including in connection with or following the retirement, death, disability or termination of employment or service of a Participant, or (ii) exercising its authority under
Section 18(c) at any time following the grant of an award. 

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

(a)    Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in
Section 3 of this Plan. 
 (b)    Each grant will specify an Option Price
per Common Share, which Option Price (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. 

(c)    Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the
Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee having a value at the time of exercise equal to the total Option Price,
(iii) subject to any conditions or limitations established by the Committee, by the withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being


  
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understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon
such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. 

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

(e)    Each grant will specify the period or periods of continuous service by the Optionee with the Company or any
Subsidiary, if any, that is necessary before any Option Rights or installments thereof will vest. Option Rights may provide for continued vesting or the earlier vesting of such Option Rights, including in the event of the retirement, death,
disability or termination of employment or service of a Participant or in the event of a Change in Control. 

(f)    Any grant of Option Rights may specify Management Objectives regarding the vesting of such rights. 

(g)    Option Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended
to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of
“employees” under Section 3401(c) of the Code. 
 (h)    No Option Right will be exercisable more than 10
years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. 

(i)    Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. 

(j)    Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to
this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 

5.    Appreciation Rights. 

(a)    The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting
to any Participant of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at
the time of exercise. 
 (b)    Each grant of Appreciation Rights may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following provisions: 

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


  

	 	(ii)	 Each grant will specify the period or periods of continuous service by the Participant with the Company or any
Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest. Appreciation Rights may provide for continued vesting or the earlier vesting of such Appreciation Rights, including in the event of the
retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control. 


  

	 	(iii)	 Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such Appreciation
Rights. 


  

	 	(iv)	 Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.



  

	 	(v)	 Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be
subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 



(c)    Also, regarding Appreciation Rights: 
  

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



 

	 	(ii)	 No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. The
Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions as established by the Committee. 



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

(a)    Each such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the Participant
in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (subject in particular to Section 6(g) of this Plan), but subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter described. 

  
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 (b)    Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant. 

(c)    Each such grant or sale will provide that the Restricted Shares covered by such grant or sale will be subject to a
“substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement of Management Objectives referred to in
Section 6(e) of this Plan. 
 (d)    Each such grant or sale will provide
that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of
Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture while held by any transferee). 

(e)    Any grant of Restricted Shares may specify Management Objectives regarding the vesting of such Restricted Shares.

 (f)    Notwithstanding anything to the contrary contained in this Plan, Restricted Shares may provide for continued
vesting or the earlier vesting of such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control. 

(g)    Any such grant or sale of Restricted Shares may require that any and all dividends or other distributions paid
thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Shares, which will be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or
other distributions on Restricted Shares will be deferred until, and paid contingent upon, the vesting of such Restricted Shares. 

(h)    Each grant or sale of Restricted Shares will be evidenced by an Evidence of Award. Each Evidence of Award will be
subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares will be held in custody by
the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted
Shares will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares. 

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

(a)    Each such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash, or a
combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement regarding Management Objectives) during the Restriction Period as
the Committee may specify. 

  
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 (b)    Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant. 

(c)    Notwithstanding anything to the contrary contained in this Plan, Restricted Share Units may provide for continued
vesting or the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control. 

(d)    During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and
will have no rights of ownership in the Common Shares deliverable upon payment of the Restricted Share Units and will have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on
such Restricted Share Units on a deferred and contingent basis, either in cash or in additional Common Shares; provided, however, that dividend equivalents or other distributions on Common Shares underlying Restricted Share Units shall
be deferred until and paid contingent upon the vesting of such Restricted Share Units. 
 (e)    Each grant or sale of
Restricted Share Units will specify the time and manner of payment of the Restricted Share Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares or
cash, or a combination thereof. 
 (f)    Each grant or sale of Restricted Share Units will be evidenced by an Evidence
of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 

8.    Cash Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and
upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions: 
 (a)    Each grant will specify the number or amount of
Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors. 

(b)    The Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance
Units will be such period of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including in the event of the retirement, death, disability or termination of employment or
service of a Participant or in the event of a Change in Control. 

  
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 (c)    Each grant of a Cash Incentive Award, Performance Shares or
Performance Units will specify Management Objectives regarding the earning of the award. 
 (d)    Each grant will
specify the time and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that have been earned. 

(e)    The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of
dividend equivalents to the holder thereof either in cash or in additional Common Shares, which dividend equivalents will be subject to deferral and payment on a contingent basis based on the Participant’s earning and vesting of the Performance
Shares or Performance Units, as applicable, with respect to which such dividend equivalents are paid. 
 (f)    Each
grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the
Committee may approve. 
 9.    Other Awards. 

(a)    Subject to applicable law and the applicable limits set forth in
Section 3 of this Plan, the Committee may authorize the grant to any Participant of Common Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, Common Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares,
purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by
reference to the book value of the Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards.
Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such
forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines. 

(b)    Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted
pursuant to this Section 9. 
 (c)    The Committee may authorize the
grant of Common Shares as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to
such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code. 

(d)    The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on
awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional Common Shares, based upon the earning and vesting of such awards. 

  
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 (e)    Each grant of an award under this
Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may
approve, and will specify the time and terms of delivery of the applicable award. 
 (f)    Notwithstanding anything to
the contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of
the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control. 

10.    Administration of this Plan. 

(a)    This Plan will be administered by the Committee; provided, however, that notwithstanding anything in this Plan to
the contrary, the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respect to such awards. The Committee may from time to time delegate all or any part of its
authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. 

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

(c)    To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers
of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more
persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following
on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A) the Committee will not delegate such
responsibilities to any such officer for awards granted to an employee who is an officer (for purposes of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with
Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of Common Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee
regarding the nature and scope of the awards granted pursuant to the authority delegated. 

  
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 11.    Adjustments. The Committee shall make or provide for such
adjustments in the number of and kind of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number
of and kind of Common Shares covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights,
respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise
would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or
other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in
the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the
circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or
Base Price, respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment
to the person holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of Common Shares specified in Section 3 of this Plan as the
Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such
adjustment to the Incentive Stock Option limitation specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to
qualify as an Incentive Stock Option to fail to so qualify. 
 12.    Change in Control. 

(a)    Definition. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence
of Award made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events: 
  

	 	(i)	 The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either: (A) the then-outstanding
Common Shares; or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (“Voting Shares”); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Corporation; (2) any acquisition by the Corporation; (3) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation or any of its Subsidiaries; or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii); 



  
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	 	(ii)	 Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the
Corporation’s shareholders, was approved by a vote or the approval of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or written action or by approval of the proxy statement of the Corporation
in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board; 


  

	 	(iii)	 Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Common Shares and Voting Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 66-2/3% of, respectively, the then-outstanding common
shares and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an
entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their
ownership, immediately prior to such Business Combination, of the Common Shares and Voting Shares of the Corporation, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan
(or related trust) sponsored or maintained by the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding common shares of the entity
resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such entity except 



  
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to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 


 

	 	(iv)	 Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.



 (b)    Treatment of Awards Upon a Change in Control. 

 

	 	(i)	 Unless otherwise determined by the Committee, each applicable Evidence of Award will provide that, in the event
of a Change in Control, for outstanding awards under this Plan that vest, are earned or become exercisable (as applicable) based solely on employment, service or the passage of time (as opposed to the achievement of one or more Management
Objectives), such awards will accelerate and vest, be earned or become exercisable, as applicable, where either (A) within a specified period the Participant’s employment or service is involuntarily terminated for reasons other than for
cause, the Participant terminates his or her employment or service for good reason or the Participant’s employment or service is terminated due to the Participant’s death or disability, or (B) such awards are not assumed or converted
into replacement awards in a manner described in the Evidence of Award. 


  

	 	(ii)	 Unless otherwise determined by the Committee, each applicable Evidence of Award will provide that, in the event
of a Change in Control, for outstanding awards under this Plan that vest, are earned or become exercisable (as applicable) based on the achievement of one or more Management Objectives (as opposed to only employment, service or the passage of time),
such awards will accelerate and vest, be earned or become exercisable, as applicable, based on the greater of (A) target performance or (B) actual performance (or the Common Share price relating to the Change in Control, if applicable)
determined as of the date of the Change in Control, where either (I) within a specified period the Participant’s employment or service is involuntarily terminated for reasons other than for cause, the Participant terminates his or her
employment or service for good reason or the Participant’s employment or service is terminated due to the Participant’s death or disability, or (II) such awards are not assumed or converted into replacement awards in a manner
described in the Evidence of Award. 


 13.    Detrimental Activity and Recapture Provisions.
Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an 

  
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award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by
the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental
activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture
of an award or the forfeiture and repayment to the Company of any Common Shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be
required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the
Common Shares may be traded. 
 14.    Non-U.S. Participants. In order to
facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the
United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or
custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and
adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been
amended to eliminate such inconsistency without further approval by the Shareholders. 
 15.    Transferability.

 (a)    Except as otherwise determined by the Committee, and subject to compliance with
Section 17(b) of this Plan and Section 409A of the Code, no Option Right, Appreciation Right, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit, Cash Incentive Award,
award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and
distribution. In no event will any such award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant” shall be construed, as the Committee deems appropriate, to include any permitted
transferee to whom such award is transferred. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the
Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision. 

(b)    The Committee may specify on the Date of Grant that part or all of the Common Shares that are (i) to be issued
or transferred by the Company upon the exercise of Option 

  
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Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Share Units or upon payment under any grant of Performance Shares or Performance Units or
(ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer, including
minimum holding periods. 
 16.    Withholding Taxes. To the extent that the Company is required to withhold
federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will
be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be
withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make
arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a
Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in
part, by having withheld, from the Common Shares required to be delivered to the Participant, Common Shares having a value equal to the amount required to be withheld or by delivering to the Company other Common Shares held by such Participant. The
Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the
Common Shares to be withheld and delivered pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse
accounting consequences, (ii) such additional withholding amount is authorized by the Committee, and (iii) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable
transaction. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of Option
Rights. 
 17.    Compliance with Section 409A of the Code. 

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

(b)    Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any
deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted
under 

  
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Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and
grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries. 

(c)    If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the
Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith
determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month
delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without
interest, on the tenth business day of the seventh month after such separation from service. 
 (d)    Solely with
respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account
of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of
assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with
Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award. 

(e)    Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with
respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under
Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and
grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes
or penalties. 
 18.    Amendments. 

(a)    The Board may at any time and from time to time amend this Plan in whole or in part; provided,
however, that if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this Plan, (i) would materially increase the benefits
accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must
otherwise be approved by the Shareholders in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon
which the Common Shares are traded or quoted, all as determined by the Board, then, such amendment will be subject to Shareholder approval and will not be effective unless and until such approval has been obtained. 

  
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 (b)    Except in connection with a corporate transaction or event
described in Section 11 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base
Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights)
in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as
applicable, without Shareholder approval. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit
the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended
without approval by the Shareholders. 
 (c)    If permitted by Section 409A of the Code, but subject to the
paragraph that follows, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or
Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Share Units as to which the Restriction
Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made pursuant to
Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to
Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other award may vest or be
exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or
Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award. 

(d)    Subject to Section 18(b) of this Plan, the Committee may amend the
terms of any award theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will materially impair the
rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder
and not exercised in full on the date of termination. 
 19.    Governing Law. This Plan and all grants and
awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Ohio. 

  
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 20.    Effective Date/Termination. This Plan will be effective as
of the Effective Date. No grants will be made on or after the Effective Date under the Predecessor Plan, provided that outstanding awards granted under the Predecessor Plan will continue unaffected following the Effective Date. No grant will be made
under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions of
this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plan, as applicable. 

21.    Miscellaneous Provisions. 

(a)    The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in cash. 
 (b)    This Plan will not confer
upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such
Participant’s employment or other service at any time. 
 (c)    Except with respect to
Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision
will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan. 

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

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

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

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

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

  
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 (i)    If any provision of this Plan is or becomes invalid or
unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the
discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award
prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental
authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act. 

22.    Share-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this
Plan to the contrary: 
 (a)    Awards may be granted under this Plan in substitution for or in conversion of, or in
connection with an assumption of, stock options, stock appreciation rights, restricted shares, restricted share units or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with
the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code.
The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by
the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction. 

(b)    In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary
merges has shares available under a pre-existing plan previously approved by shareholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of
such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards using such available shares may not
be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors
of the Company or any Subsidiary prior to such acquisition or merger. 
 (c)    Any Common Shares that are issued or
transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) of this Plan will not reduce the Common
Shares available for issuance or transfer under this Plan or otherwise count against the limits contained in Section 3 of this Plan. In addition, no Common Shares subject to an award that is granted by,
or becomes an obligation of, the Company under Sections 22(a) or 22(b) of this Plan, will be added to the aggregate limit contained in Section 3(a)(i) of this Plan. 

  
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