Amended and Restated 2002 Stock Incentive Plan



 Exhibit 10.2 
  
 ALLION HEALTHCARE, INC. 
  
 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN 
  
 (Amended and Restated Effective as of June 20, 2005) 
  
 1. PURPOSE The purpose of the Allion Healthcare, Inc. Amended and Restated 2002 Stock Incentive Plan (the “Plan”) is to provide (i) key
employees of Allion Healthcare, Inc. (the “Company”) and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its subsidiaries, and (iii) members of the Board of Directors of the Company
(the “Board”), with the opportunity to acquire shares of the Common Stock of the Company (“Common Stock”) or receive monetary payments based on the value of such shares. The Company believes that the Plan will enhance the
incentive for Participants (as defined in Section 3) to contribute to the growth of the Company, thereby benefiting the Company and the Company’s shareholders, and will align the economic interests of the Participants with those of the
shareholders. 
  
 2. ADMINISTRATION. 
  
 (a) COMMITTEE. The Plan shall be administered and interpreted by a
compensation committee (the “Committee”). The Committee may consist of two or more members of the Board who are “outside directors” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”) and “non-employee directors” as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or such other members of the Board. 
  
 (b) AUTHORITY OF COMMITTEE. The Committee has the sole authority, subject to
the provisions of the Plan, to (i) select the employees and other individuals to receive Awards (as defined in Section 4) under the Plan, (ii) determine the type, size and terms of the Awards to be made to each individual selected,
(iii) determine the time when the Awards will be granted and the duration of any applicable exercise and vesting period, including the criteria for exercisability and vesting and the acceleration of exercisability and vesting with respect to
each individual selected, and (iv) deal with any other matter arising under the Plan. The Committee is authorized to interpret the Plan and the Awards granted under the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make any other determination that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on
all parties concerned. All powers of the Committee shall be executed in its sole discretion and need not be uniform as to similarly situated individuals. Any act of the Committee with respect to the Plan may only be undertaken and executed with the
affirmative consent of at least two-thirds of the members of the Committee. 
  
 (c) RESPONSIBILITY OF COMMITTEE. No member of the Board, no member of the Committee and no employee of the Company shall be liable for any act or failure to act 

  

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hereunder, except in circumstances involving his or her bad faith, gross negligence or willful misconduct, or for any act or failure to act hereunder by any
other member of the Committee or employee of the Company. The Company shall indemnify members of the Committee and any employee of the Company against any and all liabilities or expenses to which they may be subjected by reason of any act or failure
to act with respect to their duties under the Plan, except in circumstances involving his or her bad faith, gross negligence or willful misconduct. 
  
 (d) DELEGATION OF AUTHORITY. The Committee may delegate to the President of the Company the authority to (i) make grants under the Plan to employees
of the Company and its subsidiaries who are not subject to the restrictions of Section 16(b) of the Exchange Act and who are not expected to be subject to the limitations of Section 162(m) of the Code, and (ii) execute and deliver
documents or take any other ministerial actions on behalf of the Committee with respect to Awards. The grant of authority under this Subsection 2(d) shall be subject to such conditions and limitations as shall be determined by the Committee in
accordance with applicable law. If the President makes grants pursuant to the delegated authority under this Subsection 2(d), references in the Plan to the “Committee” as they relate to making such grants shall be deemed to refer to the
President. 
  
 3. PARTICIPANTS. All employees, officers and
directors of the Company and its subsidiaries (including members of the Board who are not employees), as well as consultants and advisors to the Company or its subsidiaries, are eligible to participate in the Plan. Consistent with the purposes of
the Plan, the Committee shall have exclusive power to select the employees, officers, directors and consultants and advisors who may participate in the Plan (“Participants”). Eligible individuals may be selected individually or by groups
or categories, as determined by the Committee in its discretion, and designation as a person to receive Awards in any year shall not require the Committee to designate such a person as eligible to receive Awards in any other year. 
  
 4. TYPES OF AWARDS. Awards under the Plan may be granted in any one or a
combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Restricted Stock Awards, and (d) Performance Awards (each as described below, and collectively, “Awards”). Awards may constitute Performance-Based
Awards, as described in Section 10. Each Award shall be evidenced by a written agreement between the Company and the Participant (an “Agreement”), which need not be identical between Participants or among Awards, in such form as the
Committee may from time to time approve; provided, however, that in the event of any conflict between the provisions of the Plan and any Agreement, the provisions of the Plan shall prevail. Notwithstanding any provision to the contrary, however, any
and all Awards under this section, to the extent Section 409A of the Code is applicable, shall be made in such a manner as to conform to the provisions of Section 409A of the Code (see Sections 22 and 23 herein). 
  
 5. COMMON STOCK AVAILABLE UNDER THE PLAN. The aggregate number of shares of
Common Stock that may be subject to Awards shall be 1,500,000 shares of Common Stock, which may be authorized and unissued or treasury shares, subject to any adjustments made in accordance with Section 11 hereof. The maximum number of shares of
Common Stock with respect to which Awards may be granted to any individual Participant shall be 100,000 shares. Any share of Common Stock subject to an Award that for any reason is cancelled or terminated without having been exercised or vested
shall again be available for 

  

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Awards under the Plan; provided, however, that any such availability shall apply only for purposes of determining the aggregate number of shares of Common
Stock subject to Awards and shall not apply for purposes of determining the maximum number of shares subject to Awards that any individual Participant may receive. 
  
 6. STOCK OPTIONS. Stock Options will enable a Participant to purchase shares of Common Stock upon set terms and at a fixed
purchase price. Stock Options may be treated as (i) “incentive stock options” within the meaning of Section 422(b) of the Code (“Incentive Stock Options”), or (ii) Stock Options which do not constitute or otherwise
fail to qualify as Incentive Stock Options (“Nonqualified Stock Options”). Each Stock Option shall be subject to the terms, conditions and restrictions consistent with the Plan as the Committee may impose, subject to the following
limitations: 
  
 (a) EXERCISE PRICE. The exercise price per share
(the “Exercise Price”) of Common Stock subject to a Stock Option shall be determined by the Committee and shall not be less than the Fair Market Value (as defined in Section 15) of a share of Common Stock on the date the Stock Option
is granted. 
  
 (b) PAYMENT OF EXERCISE PRICE. The Exercise Price
may be paid in cash or, in the discretion of the Committee, by the delivery of shares of Common Stock that have been owned by the Participant for at least six months, or by a combination of these methods. In the discretion of the Committee, payment
may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the Exercise Price. To
facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. The Committee may also prescribe any other method of paying the Exercise Price that it determines to be consistent with
applicable law and the purpose of the Plan, including, without limitation, in lieu of the exercise of a Stock Option by delivery of shares of Common Stock of the Company then owned by the Participant, providing the Company with a notarized statement
attesting to the number of shares owned for at least six months, where upon verification by the Company, the Company would issue to the Participant only the number of incremental shares to which the Participant is entitled upon exercise of the Stock
Option. 
  
 (c) EXERCISE PERIOD. Stock Options shall be
exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee; provided, however, that no Stock Option shall be exercisable later than ten years after the date it is granted. All Stock Options
shall terminate at such earlier times and upon such conditions or circumstances as the Committee shall determine, as set forth in the related Agreement. 
  
 (d) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only to Participants who, at the time of the grant, are employees of
the Company or a parent or subsidiary of the Company. The aggregate Fair Market Value of the Common Stock (determined as of the date of the grant) with respect to which Incentive Stock Options are exercisable for the first time by a Participant
during 

  

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any calendar year (under all option plans of the Company) shall not exceed $100,000. For purposes of the preceding sentence, Incentive Stock Options will be
taken into account in the order in which they are granted. Incentive Stock Options may not be granted to a Participant who, at the time of grant, owns stock possessing (after the application of the attribution rules of Section 424(d) of the
Code) more than 10% of the total combined voting power of all outstanding classes of stock of the Company or any subsidiary of the Company, unless the option price is fixed at not less than 110% of the Fair Market Value of the Common Stock on the
date of grant and the exercise of such Incentive Stock Option is prohibited by its terms after the expiration of five years from its date of grant. 
  
 (e) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH. 
  
 (1) Except as provided below or in an Agreement, a Stock Option may only be exercised while the Participant is employed by, or providing service to, the
Company, as an employee, member of the Board or advisor or consultant. In the event that a Participant ceases to be employed by, or provide service to, the Company for any reason other than Disability (as defined in Paragraph (5) below), death
or termination for Cause (as defined in Paragraph (5) below), any Stock Option which is otherwise exercisable by the Participant shall terminate unless exercised within 90 days after the date on which the Participant ceases to be employed by,
or provide service to, the Company, but in any event no later than the date of expiration of the Stock Option. Except as otherwise provided by the Committee, any Stock Options which are not otherwise exercisable as of the date on which the
Participant ceases to be employed by, or provide service to, the Company shall terminate as of such date. 
  
 (2) In the event the Participant ceases to be employed by, or provide service to, the Company on account of a termination for Cause by the Company, any
Stock Option held by the Participant shall terminate as of the date the Participant ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 6, if the Committee determines
that the Participant has engaged in conduct that constitutes Cause at any time while the Participant is employed by, or providing service to, the Company, or after the Participant’s termination of employment or service, any Stock Option held by
the Participant shall immediately terminate. In the event the Committee determines that the Participant has engaged in conduct that constitutes Cause, in addition to the immediate termination of all Stock Options, the Participant shall automatically
forfeit all shares underlying any exercised portion of a Stock Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Participant for such shares (subject to any right
of setoff by the Company). 
  
 (3) In the event the Participant
ceases to be employed by, or provide service to, the Company because the Participant is Disabled, any Stock Option which is otherwise exercisable by the Participant shall terminate unless exercised within one year after the date on which the
Participant ceases to be employed by, or provide service to, the Company, but in any event no later than the date of expiration of the Stock Option. 
  
 (4) If the Participant dies while employed by, or providing service to, the Company, any Stock Option which is otherwise exercisable by the Participant
shall terminate unless exercised within one year after the date on which the Participant ceases to be employed 

  

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by, or provide service to, the Company, but in any event no later than the date of expiration of the Stock Option. 
  
 (5) For purposes of this Section 6(e): 
  
 (A) The term “Company” shall mean the Company and
its subsidiary corporations. 
  
 (B)
“Disability” or “Disabled” shall mean a Participant’s becoming disabled within the meaning of Section 22(e)(3) of the Code. 
  
 (C) “Cause” shall mean, except to the extent specified otherwise by the Committee, a finding by the Committee that the
Participant has breached any provision of his or her terms of employment or service contract with the Company, including without limitation covenants against competition, or has engaged in disloyalty to the Company, including, without limitation,
fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his or her employment or service, or has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information.

  
 (f) Notwithstanding any provision to the contrary, any and all
Awards under this section, to the extent Section 409A of the Code is applicable, shall be made in such a manner as to conform to the provisions of Section 409A of the Code (see Sections 22 and 23 herein). 
  
 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights shall provide a
Participant with the right to receive a payment in Common Stock (or in the sole discretion of the Committee, in cash or a combination of cash and Common Stock to the extent the payment of cash would not result in a deferral of compensation within
the meaning of Section 409A of the Code or would comply with Sections 22 and 23 hereof), in an amount equal to the excess of (i) the Fair Market Value, or other specified valuation, of a specified number of shares of Common Stock on the
date the right is exercised, over (ii) the Fair Market Value of such shares on the date of grant, or other specified valuation (which shall be no less than the Fair Market Value on the date of grant). Each Stock Appreciation Right shall expire
no more than ten years from its date of grant, and shall be subject to such other terms and conditions as the Committee shall deem appropriate, including, without limitation, provisions for the forfeiture of the Stock Appreciation Right for no
consideration upon termination of employment. Notwithstanding any provision to the contrary, any and all Awards under this section, to the extent Section 409A of the Code is applicable, shall be made in such a manner as to conform to the
provisions of Section 409A of the Code (see Sections 22 and 23 herein). 
  
 8. RESTRICTED STOCK AWARDS. Restricted Stock Awards shall consist of Common Stock issued or transferred to Participants with or without other payments therefor as additional compensation for services to the Company.
Restricted Stock Awards may be subject to such terms and conditions as the Committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of such shares and the right of the Company to reacquire such
shares for no consideration upon termination of the Participant’s employment within specified periods or prior to becoming vested. The Committee may require 

  

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the Participant to deliver a duly signed stock power, endorsed in blank, relating to the Common Stock covered by a Restricted Stock Award. The Committee may
also require that the stock certificates evidencing such shares be held in custody or bear restrictive legends until the restrictions thereon shall have lapsed. The Restricted Stock Award shall specify whether the Participant shall have, with
respect to the shares of Common Stock subject to a Restricted Stock Award, all of the rights of a holder of shares of Common Stock of the Company, including the right to receive dividends and to vote the shares. Notwithstanding any provision to the
contrary, any and all Awards under this section, to the extent Section 409A of the Code is applicable, shall be made in such a manner as to conform to the provisions of Section 409A of the Code (see Sections 22 and 23 herein). 

 
 9. PERFORMANCE AWARDS. Performance Awards shall provide a Participant with
the right to receive a specified number of shares of Common Stock or cash at the end of a specified period. The Committee shall have complete discretion in determining the number, amount and timing of Performance Awards granted to each Participant.
The Committee may condition the payment of Performance Awards upon the attainment of specific performance goals or such other terms and conditions as the Committee deems appropriate, including, without limitation, provisions for the forfeiture of
such payment for no consideration upon termination of the Participant’s employment prior to the end of a specified period. Notwithstanding any provision to the contrary, however, any and all Awards under this section, to the extent
Section 409A of the Code is applicable, shall be made in such a manner as to conform to the provisions of Section 409A of the Code (see Sections 22 and 23 herein). 
  
 10. PERFORMANCE-BASED AWARDS. Certain Awards granted under the Plan may be granted in a manner such that they qualify for
the performance based compensation exemption of Section 162(m) of the Code (“Performance-Based Awards”). As determined by the Committee in its sole discretion, either the granting or vesting of such Performance-Based Awards are to be
based upon one or more of the following factors: net sales; pretax income before allocation of corporate overhead and bonus; budget; earnings per share; net income; division, group or corporate financial goals; return on stockholders’ equity;
return on assets; attainment of strategic and operational initiatives; appreciation in and/or maintenance of the price of the Common Stock or any other publicly-traded securities of the Company; market share; gross profits; earnings before interest
and taxes; earnings before interest, taxes, depreciation and amortization; economic value-added models and comparisons with various stock market indices; reduction in costs; or any combination of the foregoing. With respect to Performance-Based
Awards that are not Stock Options or Stock Appreciation Rights based solely on the appreciation in the Fair Market Value of Common Stock after the grant of the Award, (i) the Committee shall establish in writing (x) the objective
performance-based goals applicable to a given period and (y) the individual employees or class of employees to which such performance-based goals apply, no later than 90 days after the commencement of such fiscal period (but in no event after
25% of such period has elapsed), (ii) no Performance-Based Awards shall be payable to or vest with respect to, as the case may be, any Participant for a given fiscal period until the Committee certifies in writing that the objective performance
goals (and any other material terms) applicable to such period have been satisfied, and (iii) the Committee may reduce or eliminate the number of shares of Common Stock or cash granted or the number of shares of Common Stock vested upon the
attainment of such performance goal. After establishment of a performance goal, the Committee shall not revise such performance goal or increase the amount of compensation 

  

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payable thereunder (as determined in accordance with Section 162(m) of the Code) upon the attainment of such performance goal. Notwithstanding any
provision to the contrary, however, any and all Awards under this section, to the extent Section 409A of the Code is applicable, shall be made in such a manner as to conform to the provisions of Section 409A of the Code (see Sections 22
and 23 herein). 
  
 11. ADJUSTMENTS TO AWARDS. In the event of any
change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, a sale by the Company of
all or part of its assets, or in the event of any distribution to stockholders of other than a normal cash dividend, or other extraordinary or unusual event, if the Committee shall determine, in its discretion, that such change equitably requires an
adjustment in the terms of any Awards or the number of shares of Common Stock that are subject to Awards, such adjustment shall be made by the Committee and shall be final, conclusive and binding for all purposes of the Plan. 
  
 12. CHANGE IN CONTROL. 
  
 (a) EFFECT. In its sole discretion, the Committee may determine that, upon
the occurrence of a Change in Control (as defined below), all or a portion of each outstanding Award shall become exercisable in full (if applicable, and whether or not then exercisable) upon the Change of Control or at such other date or dates that
the Committee may determine, and that any forfeiture and vesting restrictions thereon shall lapse on such date or dates. In its sole discretion, the Committee may also determine that, upon the occurrence of a Change in Control, each outstanding
Stock Option and Stock Appreciation Right shall terminate within a specified number of days after notice to the Participant thereunder, and each such Participant shall receive, with respect to each share of Common Stock subject to such Stock Option
or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over the exercise price per share of such Stock Option or Stock Appreciation Right; such amount shall be
payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion; provided, however, that in the event of a Change in
Control event as defined below does not qualify as a “change in control” under Section 409A of the Code and its interpretive regulations or guidance issued by the Internal Revenue Service and the payment in respect of such Stock
Option or Stock Appreciation Right would result in an additional tax under Section 409A of the Code, then the Participant shall not receive the payment in respect of such Stock Option or Stock Appreciation Right until the occurrence of a
distribution event pursuant to Section 22(d). 
  
 (b)
DEFINED. For purposes of this Plan, a Change in Control shall be deemed to have occurred if: 
  
 (1) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Company; 
  
 (2) the Company
shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities 

  

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of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, any employee benefit plan of the Company
or its subsidiaries, and their affiliates; 
  
 (3) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company; or 
  
 (4) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record). 
  
 For purposes of this
Section 12(b), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. Also for purposes of
this Subsection 12(b), Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the Company or any of its subsidiaries;
(2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries; (3) an underwriter temporarily holding securities pursuant to an offering of such securities; or (4) a
corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of stock of the Company. 
  

13. TRANSFERABILITY OF AWARDS. Except as provided below, a Participant’s rights under an Award may not be transferred or encumbered, except by
will or by the laws of descent and distribution or, in the case of Awards other than Incentive Stock Options, pursuant to a qualified domestic relations order (as defined under Section 414(p) the Code). The Committee may provide, in an
Agreement for a Nonqualified Stock Option, for its transferability as a gift to family members, one or more trusts for the benefit of family members, or one or more partnerships of which family members are the only partners, according to such terms
as the Committee may determine; provided that the Participant receives no consideration for the transfer and the transferred Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to the
Nonqualified Stock Option immediately before the transfer. 
  
 14.
MARKET STAND-OFF. 
  
 (a) In connection with any underwritten
public offering by the Company of its equity securities pursuant to an effective registration, if required by the Committee, a Participant shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or
otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Common Stock without the prior written consent of the Company or its underwriters. Such restriction (the “Market
Stand-Off”) shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Company or such underwriters, but in no event shall such period exceed one hundred
eighty (180) days. 
  
 (b) A Participant shall be subject to
the Market Stand-Off provided and only if the officers and directors of the Company are also subject to similar restrictions. 
  

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 (c) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with
respect to the Common Stock until the end of the applicable stand-off period. 
  
 15. FAIR MARKET VALUE. If Common Stock is publicly traded, then the “Fair Market Value” per share shall be determined as follows: (1) if the principal trading market for the Common Stock is a national
securities exchange or the NASDAQ National Market, the last reported sale price thereof on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (2) if the Common Stock is not
principally traded on such exchange or market, the mean between the last reported “bid” and “asked” prices of Common Stock on the relevant date, as reported on NASDAQ or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. If the Common Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or
“bid” or “asked” quotations as set forth above, the Fair Market Value per share shall be as reasonably determined by the Committee. 
  
 16. WITHHOLDING. All distributions made with respect to an Award shall be net of any amounts required to be withheld pursuant to applicable federal, state
and local tax withholding requirements. The Company may require a Participant to remit to it or to the subsidiary that employs a Participant an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates
for Common Stock. In lieu thereof, the Company or the employing corporation shall have the right to withhold the amount of such taxes from any other sums due or to become due to the Participant as the Company shall prescribe. The Committee may, in
its discretion and subject to such rules as it may adopt, permit a Participant to pay all or a portion of the federal, state and local withholding taxes arising in connection with any Award by electing to have the Company withhold shares of Common
Stock having a Fair Market Value that is not in excess of the amount of tax to be withheld. 
  
 17. SHAREHOLDER RIGHTS. A Participant shall not have any of the rights or privileges of a holder of Common Stock for any Common Stock that is subject to an Award, including any rights regarding voting or the payment
of dividends (except as expressly provided under the terms of the Award), unless and until a certificate representing such Common Stock has been delivered to the Participant. 
  
 18. TENURE. A Participant’s right, if any, to continue to serve the Company or its subsidiaries as a director, officer,
employee, consultant or advisor shall not be expanded or otherwise affected by his or her designation as a Participant. 
  
 19. NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash shall be paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 
  
 20. DURATION, AMENDMENT AND TERMINATION. No Award may be granted more than ten years after the Effective Date (as described
in Section 24). The Plan may be amended or suspended in whole or in part at any time and from time to time by the Board, but 

  

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no amendment shall be effective unless and until the same is approved by shareholders of the Company where the amendment would (i) increase the total
number of shares which may be issued under the Plan or (ii) increase the maximum number of shares which may be issued to any individual Participant under the Plan. No amendment or suspension of the Plan shall adversely affect in a material
manner any right of any Participant with respect to any Award theretofore granted without such Participant’s written consent. 
  
 21. GOVERNING LAW. This Plan, Awards granted hereunder and actions taken in connection with the Plan shall be governed by the laws of the State of
Delaware regardless of the law that might otherwise apply under applicable principles of conflicts of laws. 
  
 22. DEFERRALS. 
  
 (a) AWARDS SUBJECT TO CODE SECTION 409A. The provisions of this Section 22 shall apply to any Award granted under this Plan that is or becomes
subject to Section 409A of the Code. 
  
 (b) DEFERRAL AND/OR
DISTRIBUTION ELECTIONS. The following rules shall apply to any deferral and/or distribution elections (“Elections”) that may be permitted or required by the Committee to be made in respect of an Award: 
  
 (1) All Elections must be in writing and specify the amount of the Award
being deferred, as well as the time and form of distribution as permitted by this Plan. 
  
 (2) All Elections shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award would otherwise be granted to the Participant; provided, however, that
if the Award qualifies as “performance-based compensation” for purposes of Code Section 409A, then the deferral election can be made no later than six (6) months before the end of the performance period. 
  
 (3) Elections shall continue in effect until a written election to revoke or
change such Election is received by the Company, except that a written election to revoke or change such Election must be made prior to the beginning of the calendar year for which such Election is to be effective. 
  
 (c) SUBSEQUENT ELECTIONS. This Plan permits a subsequent election to delay
the distribution or change the form of distribution of an Award; however, such subsequent election shall comply with the following requirements: 
  
 (1) such subsequent election may not take effect until at least twelve (12) months after the date on which the subsequent election is made;

  
 (2) in the case of a subsequent election related to a
distribution of an Award not described in Section 22(d)(2) (relating to disability), 22(d)(3) (relating to death), or 22(d)(6) (relating to unforeseeable emergency), such subsequent election must result in a delay of distribution for a period
of not less than five (5) years from the date such distribution would otherwise have been made; and 
  

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 (3) any subsequent election related to a distribution pursuant to Section 22(d)(4) (relating to
specified time for distribution) shall not be made less than twelve (12) months prior to the date of the first scheduled payment under such distribution. 
  

(d) DISTRIBUTIONS PURSUANT TO ELECTIONS. Any Award deferred under this Plan may not be distributed earlier than: 
  
 (1) separation from service (as determined by the Secretary of the United
States Treasury); 
  
 (2) the date the Participant becomes
Disabled (as defined in Section 409A(a)(2)(C) of the Code); 
  
 (3) death; 
  
 (4) a specified time (or pursuant to a
fixed schedule) specified in the deferral election as of the date of the deferral of such Award; 
  
 (5) a Change in Control event but only if it qualifies as a “change in control” under Section 409A of the Code and its interpretive
regulations or guidance issued by the Internal Revenue Service; or 
  
 (6) the occurrence of an Unforeseeable Emergency (as defined in Section 409A(a)(2)(B)(ii)(I) of the Code and subject to the Committee’s final determination as provided in Section 22(e)). 
  
 Notwithstanding anything else herein to the contrary, to the extent that a
Participant is a “Specified Employee” (as defined in Code Section 409A(a)(2)(B)(i)) of the Company, no distribution pursuant to Section 22(d)(1) of any deferred amounts may be made before six (6) months after such
Participant’s date of separation from service, or, if earlier, the date of the Participant’s death. 
  
 (e) UNFORESEEABLE EMERGENCY. The Committee shall have the authority to alter the timing or manner of payment of deferred amounts in the event that a
Participant establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable Emergency. In such event, the amount(s) distributed with respect to such Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such
Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Furthermore, to the extent the Committee agrees an Unforeseeable Emergency has
occurred for a Participant, the Committee may, in its sole discretion: 
  
 (1) authorize the cessation of deferrals by such Participant under this Plan; 
  
 (2) authorize immediate lump-sum payment of all, or a portion, of any previous deferrals by the Participant; and/or 
  

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 (3) provide for such other payment schedule as deemed appropriate by the Committee under the
circumstances. 
  
 The occurrence of an Unforeseeable Emergency
shall be judged and determined by the Committee. The Committee’s decision with respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the payment of deferrals to the Participant shall be altered or
modified, shall be final, conclusive, and not subject to approval or appeal. 
  
 (f) DISABLED. A Participant whose deferrals are distributable by reason of becoming Disabled may receive the distribution of such deferrals in a single installment or, if approved by the Committee, in equal annual
installments over a period of time elected by the Participant, and such distribution shall be paid (in the case of a single distribution) or commence to be paid (in the case of annual installments) as soon as practicable following the date the
Participant becomes Disabled. 
  
 (g) DEATH. If a Participant dies
before complete distribution of his or her deferral(s) under this Plan has occurred, the Participant’s undistributed deferrals shall commence to be distributed to his or her beneficiary under the distribution method for death elected by the
Participant as soon as administratively possible following receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. The deferral(s) of a Participant who fails or refuses to elect a method of distribution upon
death shall be paid in a single distribution. 
  
 (h) NO
ACCELERATION OF DISTRIBUTIONS. Notwithstanding anything to the contrary herein, this Plan does not permit the acceleration of the time or schedule of any distribution under this Plan, except as provided by Code Section 409A and/or regulations
or guidance issued by the Internal Revenue Service. 
  
 23.
COMPLIANCE WITH CODE SECTION 409A. This Plan, and all Awards and all instruments evidencing Awards pursuant to the Plan, shall be effected, interpreted, and applied in a manner consistent with the requirements for nonqualified deferred compensation
plans established by Section 409A of the Code and its interpretive regulations (the “Section 409A Requirements”). To the extent that any terms of the Plan (including but not limited to the provisions of Section 22 hereof), an
instrument evidencing an Award, or an Award would subject any Participant to an additional tax pursuant to Section 409A of the Code, those terms are to that extent superseded by the applicable Section 409A Requirements necessary to avoid
the imposition of such additional tax. 
  
 24. EFFECTIVE DATE.
This Plan shall be effective as of June 20, 2005, which is the date as of which the Plan was adopted by the Board. 
  

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