Exhibit 10.1


 


L BRANDS, INC. 





2015 STOCK OPTION AND PERFORMANCE INCENTIVE
PLAN 





EFFECTIVE MAY 21, 2015 





 


ARTICLE I 





ESTABLISHMENT AND PURPOSE 


 


1.01. Establishment
and Effective Date. Effective on May 26, 2011, L Brands, Inc. (formerly known as Limited Brands, Inc.), a Delaware corporation
(including any successor in name or interest thereto, the “Company”), established the stock incentive plan known
as the “L Brands, Inc. 2011 Stock Option and Performance Incentive Plan,” (the “2011 Plan”). Subject
to stockholder approval, the 2011 Plan was amended and restated, effective May 21, 2015 (the “Plan”). 


 


1.02. Purpose.
The Company desires to attract and retain the best available executive and key management associates, consultants and other advisors,
for itself and its subsidiaries and affiliates and to encourage the highest level of performance by such individuals in order to
serve the best interests of the Company and its stockholders. The Plan is expected to contribute to the attainment of these objectives
by offering eligible associates, consultants and other advisors the opportunity to acquire stock ownership interests in the Company,
and other rights with respect to stock of the Company, and to thereby provide them with incentives to put forth maximum effort
for the success of the Company and its subsidiaries.  


 


1.03. Definitions.
Unless otherwise defined elsewhere in the Plan, all capitalized terms used in the Plan shall have the meanings set forth in Article
XX. 


 


ARTICLE II 








AWARDS 


 


2.01. Form of
Awards. Awards under the Plan may be granted in any one or all of the following forms: (i) incentive stock options (“Incentive
Stock Options”) meeting the requirements of Code Section 422; (ii) nonstatutory stock options (“Nonstatutory
Stock Options”) (unless otherwise indicated, references in the Plan to Options shall include both Incentive Stock Options
and Nonstatutory Stock Options); (iii) stock appreciation rights (“Stock Appreciation Rights”), as described
in Article VII, which may be awarded either in tandem with Options (“Tandem Stock Appreciation Rights”) or on
a stand-alone basis (“Nontandem Stock Appreciation Rights”); (iv) shares of Common Stock which are subject to
certain restrictions as provided in Article X (“Restricted Shares”); (v) units representing shares of Common
Stock which are restricted as provided in Article XI (“Restricted Share Units” or “RSUs”);
(vi) units representing shares of Common Stock, as described in Article XII (“Performance Units”) and (vii)
shares of unrestricted Common Stock (“Unrestricted Shares”), as described in Article XIII. In addition, awards
may be granted as “Substitute Awards,” which are awards granted in assumption of, or in substitution for, any outstanding
awards previously granted by a company acquired by the Company (or a subsidiary or affiliate thereof) or with which the Company
(or a subsidiary or affiliate thereof) combines. Substitute Awards shall be granted in accordance with procedures complying with
Section 409A of the Code and the regulations thereunder. 


 


2.02. Maximum
Shares Available. The maximum aggregate number of shares of Common Stock available for award under this Plan as of the Plan’s
effective date is 6,600,000 plus shares of Common Stock previously authorized under the 2011 Plan at the Company’s 2011 Annual
Meeting, subject to adjustment pursuant to Article XV, plus shares of Common Stock issuable upon the exercise of Substitute Awards.
All shares available for award under the Plan may be awarded in the form of Incentive Stock Options. Shares of Common Stock
issued pursuant to the Plan may be either authorized but unissued shares or issued shares reacquired by the Company. In the event
that prior to the end of the period during which Options may be granted under the Plan, any Option or any Nontandem Stock Appreciation
Right granted under the Plan, 2011 Plan or Preexisting Plan or granted and outstanding under the Plan,
2011 Plan or Preexisting Plan expires unexercised or is terminated, surrendered or canceled (other than in connection with the
exercise of a Stock Appreciation Right) without being exercised in whole or in part for any reason, or any Restricted Share Units
or Performance Units are forfeited, then the shares to which any such award relates may, at the discretion of the Committee to
the extent permissible under Rule 16b-3 under the Act, be made available for subsequent awards under the Plan, upon such terms
as the Committee may determine; provided, however, that the foregoing shall not apply to or in respect of Substitute Awards.
The following shares of Common Stock may not again be made available for issuance as awards under the Plan: (i) shares of Common
Stock not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right or Option, (ii) shares
of Common Stock used to pay the exercise price or withholding taxes related to settlement of an outstanding award under the Plan,
or (iii) shares of Common Stock repurchased on the open market with the proceeds of the Option exercise price.


 



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ARTICLE III 








ADMINISTRATION 


 


3.01. Committee.
The Plan shall be administered by the Compensation Committee appointed by the Board and consisting of not less than two (2) members
of the Board. Each member of the Committee shall be an “outside director” (within the meaning of Code Section 162(m)),
a “non-employee director” (within the meaning of Rule 16b-3(b)(3)(i) under the Act) and “independent” to
the extent required by applicable law or rules of the New York Stock Exchange.  


 


3.02. Powers of
Committee. Subject to the express provisions of the Plan, the Committee shall have the power and authority (i) to grant Options
and to determine the purchase price of the Common Stock covered by each Option, the term of each Option, the number of shares of
Common Stock to be covered by each Option and any performance objectives or vesting standards applicable to each Option; (ii) to
designate Options as Incentive Stock Options or Nonstatutory Stock Options and to determine which Options, if any, shall be accompanied
by Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock Appreciation Rights and Nontandem Stock Appreciation Rights and
to determine the terms and conditions of such rights; (iv) to grant Restricted Shares and Restricted Share Units and to determine
the term of the Restricted Period (as described in Section 11.02) and other conditions and restrictions applicable to such grants;
(v) to grant Performance Units and to determine the performance objectives, performance periods and other conditions applicable
to such units; (vi) to grant Unrestricted Shares and (vii) to determine the associates to whom, and the time or times at which,
Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Units and Unrestricted Shares shall
be granted.  


 


3.03. Delegation.
The Committee may delegate to one or more of its members or to any other person or persons such ministerial duties as it may deem
advisable; provided, however, that the Committee may not delegate any of its responsibilities hereunder if such delegation
will cause (i) transactions under the Plan to fail to comply with Section 16 of the Act or (ii) the Committee to fail to qualify
as “outside directors” under Code Section 162(m). The Committee may also employ attorneys, consultants, accountants
or other professional advisors and shall be entitled to rely upon the advice, opinions or valuations of any such advisors.  


 


3.04. Interpretations.
The Committee shall have sole discretionary authority to interpret the terms of the Plan, to adopt and revise rules, regulations
and policies to administer the Plan and to make any other factual determinations which it believes to be necessary or advisable
for the administration of the Plan. All actions taken and interpretations and determinations made by the Committee in good faith
shall be final and binding upon the Company, all associates who have received awards under the Plan and all other interested persons.
 


 


3.05. Liability;
Indemnification. No member of the Committee, nor any person to whom duties have been delegated, shall be personally liable
for any action, interpretation or determination made with respect to the Plan or awards made thereunder, and each member of the
Committee shall be fully indemnified and protected by the Company with respect to any liability he or she may incur with respect
to any such action, interpretation or determination, to the extent permitted by applicable law and to the extent provided in the
Company’s Certificate of Incorporation and Bylaws, as amended from time to time.  


 



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ARTICLE IV 





ELIGIBILITY 


 


4.01. Eligibility.
Any associate, consultant, director or other advisor of, or any other individual who provides services to (x) the Company or any
subsidiary or affiliate or (y) any joint venture in which the Company or any subsidiary or affiliate holds at least a 40% interest,
shall be eligible to be selected to receive a compensatory award under or to be a “participant” in the Plan. In determining
the individuals to whom awards shall be granted and the number of shares to be covered by each award, the Committee shall take
into account the nature of the services rendered by such individuals, their present and potential contributions to the success
of the Company and its subsidiaries and such other factors as the Committee in its sole discretion shall deem relevant. The Committee
shall ensure that Common Stock underlying any award hereunder qualifies as “service recipient stock,” within the meaning
of Code Section 409A and the regulations thereunder. No Participant may be granted in any calendar year awards covering more than
2,500,000 shares of Common Stock; provided, further, that no non-employee director of the Company may be granted in any
calendar year awards covering more than 50,000 shares of Common Stock.  


 


4.02. Certain
Limitations. Other than in connection with (i) the acceleration of Awards pursuant to Section 18.01, (ii) the grant of
Substitute Awards or (iii) the grant of awards of Restricted Share Units or Performance Units relating up to 5% of the shares
available for issuance under this Plan pursuant to Section 2.02, (A) awards of Restricted Share Units or Performance Units
that vest or become exercisable based on the achievement of service conditions only shall be subject to a minimum three-year
vesting period following the grant date of such Award; provided that such Award may vest in ratable installments
during such period and (B) awards of Restricted Share Units or Performance Units that vest or become exercisable based on the
achievement of performance conditions (in addition to achievement of any service conditions) shall be subject to a minimum
one-year vesting period following the grant date of such Award.  


 


ARTICLE V 





STOCK OPTIONS 


 


5.01. Grant of
Options. Options may be granted under the Plan for the purchase of shares of Common Stock. Options shall be granted in such
form and upon such terms and conditions, including the satisfaction of corporate or individual performance objectives and other
vesting standards, as the Committee shall from time to time determine. On or before the date of grant of an Option, the Committee
shall designate the number of shares of Common Stock covered by such Option, the option price of such Option, and the recipient
of the Option.  


 


5.02. Option Price.
The option price of each Option to purchase Common Stock shall be determined by the Committee not later than the date of the grant,
but (except in the case of Substitute Awards) shall not be less than 100 percent of the Fair Market Value of the Common Stock subject
to such Option on the date of grant. The option price so determined shall also be applicable in connection with the exercise of
any Tandem Stock Appreciation Right granted with respect to such Option.  


 


5.03. Term of
Options. The term of each Option granted under the Plan shall not exceed ten (10) years from the date of grant, subject to
earlier termination as provided in Articles IX and X, except as otherwise provided in Section 6.01 with respect to ten (10) percent
stockholders of the Company.


 


5.04. Exercise
of Options. Subject to the provisions of Article XIX, an Option may be exercised, in whole or in part, at such time or times
as the Committee shall determine; provided, however, that, except to the extent provided in Section 18.01, each Option granted
under the Plan shall have a minimum vesting period of one year. Subject to the forgoing, the Committee may, in its discretion,
accelerate the exercisability of any Option at any time. Options may be exercised by a Participant by giving notice in such manner
as the Committee may permit, stating the number of shares of Common Stock with respect to which the Option is being exercised and
tendering payment therefor. Payment for the shares of Common Stock issuable upon exercise of the Option shall be made in full in
cash or by certified check or, if the Committee, in its sole discretion, permits, in shares of Common Stock (valued at Fair Market
Value on the date of exercise). As soon as reasonably practicable following such exercise, a certificate representing
the shares of Common Stock purchased, registered in the name of the Participant, shall be delivered to the Participant. Until
the issuance of the shares of Common Stock upon the exercise of the Option, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the shares of Common Stock that are subject to the Option.


 



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5.05. Cancellation
of Stock Appreciation Rights. Upon exercise of all or a portion of an Option, the related Tandem Stock Appreciation Rights
shall be canceled with respect to an equal number of shares of Common Stock.  


 


ARTICLE VI 


SPECIAL RULES APPLICABLE TO INCENTIVE
STOCK OPTIONS 


 


6.01. Ten Percent
Stockholder. Notwithstanding any other provision of this Plan to the contrary, any associates who are full-time employees of
the Company and its present and future subsidiaries, shall be eligible for awards of Incentive Stock Options. However, no such
associate may receive an Incentive Stock Option under the Plan if such associate, at the time the award is granted, owns (after
application of the rules contained in Code Section 424(d)) stock possessing more than ten (10) percent of the total combined voting
power of all classes of stock of the Company or its subsidiaries, unless (i) the option price for such Incentive Stock Option is
at least 110 percent of the Fair Market Value of the Common Stock subject to such Incentive Stock Option on the date of grant and
(ii) such Option is not exercisable after the date five (5) years from the date such Incentive Stock Option is granted.  


 


6.02. Limitation
on Grants. The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Incentive
Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first
time by an associate during any calendar year (under this Plan or any other plan of the Company or a subsidiary) shall not exceed
$100,000.  


 


6.03. Limitations
on Time of Grant. No grant of an Incentive Stock Option shall be made under this Plan more than ten (10) years after the
earlier of the date of adoption of the Plan by the Board or the date the Plan is approved by stockholders.  


 


ARTICLE VII  


STOCK APPRECIATION RIGHTS 


 


7.01. Grants of
Stock Appreciation Rights. Tandem Stock Appreciation Rights may be awarded by the Committee in connection with any Option granted
under the Plan, at the time the Option is granted, and shall be subject to the same terms and conditions as the related Option,
except that the medium of payment may differ. Nontandem Stock Appreciation Rights may be granted by the Committee at
any time. On or before the date of grant of a Nontandem Stock Appreciation Right, the Committee shall specify the number
of shares of Common Stock covered by such right, the base price of shares of Common Stock to be used in connection with the calculation
described in Section 7.05 below, and the recipient of the award. Except in the case of a Substitute Award, the base price of a
Nontandem Stock Appreciation Right shall be not less than 100 percent of the Fair Market Value of a share of Common Stock on the
date of grant. Stock Appreciation Rights shall be subject to such terms and conditions not inconsistent with the other provisions
of this Plan as the Committee shall determine. Until the issuance of shares of Common Stock upon the surrender or exchange of Tandem
Stock Appreciation Rights or exercise of Nontandem Stock Appreciation Right, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the shares of Common Stock that are subject to the Tandem or Nontandem Stock
Appreciation Right. 


 


7.02. Limitations
on Exercise. Subject to the provisions of Articles IX, X and XIX, a Tandem Stock Appreciation Right shall be exercisable only
to the extent that the related Option is exercisable and shall be subject to the same exercise period as the related Option, which
shall be set forth in the applicable agreement on or before the date of grant. Upon the exercise of all or a portion of Tandem
Stock Appreciation Rights, the related Option shall be canceled with respect to an equal number of shares of Common Stock. Shares
of Common Stock subject to Options, or portions thereof, surrendered upon exercise of a Tandem Stock Appreciation Right, shall
not be available
for subsequent awards under the Plan. Subject to the provisions of Article XIX, a Nontandem Stock Appreciation Right shall be
exercisable during such period as the Committee shall determine, which shall be set forth in the applicable agreement on or before
the date of grant.


 



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7.03. Term of
Stock Appreciation Rights. The term of each Stock Appreciation Right granted under the Plan shall not exceed ten (10) years
from the date of grant, subject to earlier termination as provided in Articles IX and X.  


 


7.04. Surrender
or Exchange of Tandem Stock Appreciation Rights. A Tandem Stock Appreciation Right shall entitle the Participant to surrender
to the Company unexercised the related option, or any portion thereof, and to receive from the Company in exchange therefor that
number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value of
one (1) share of Common Stock as of the date the Tandem Stock Appreciation Right is exercised over (ii) the option price per share
specified in such Option, multiplied by (B) the number of shares of Common Stock subject to the Option, or portion thereof, which
is surrendered. Cash shall be delivered in lieu of any fractional shares. 


 


7.05. Exercise
of Nontandem Stock Appreciation Rights. The exercise of a Nontandem Stock Appreciation Right shall entitle the Participant
to receive from the Company that number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess
of (i) the Fair Market Value of one (1) share of Common Stock as of the date on which the Nontandem Stock Appreciation Right is
exercised over (ii) the base price of the shares covered by the Nontandem Stock Appreciation Right, multiplied by (B) the number
of shares of Common Stock covered by the Nontandem Stock Appreciation Right, or the portion thereof being exercised. Cash shall
be delivered in lieu of any fractional shares.  


 


7.06. Settlement
of Stock Appreciation Rights. As soon as is reasonably practicable after the exercise of a Stock Appreciation Right, the Company
shall (i) issue, in the name of the Participant, stock certificates representing the total number of full shares of Common Stock
to which the Participant is entitled pursuant to Section 7.04 or 7.05 hereof, and cash in an amount equal to the Fair Market Value,
as of the date of exercise, of any resulting fractional shares and (ii) if the Committee causes the Company to elect to settle
all or part of its obligations arising out of the exercise of the Stock Appreciation Right in cash pursuant to Section 7.07, deliver
to the Participant an amount in cash equal to the Fair Market Value, as of the date of exercise, of the shares of Common Stock
it would otherwise be obligated to deliver.  


 


7.07. Cash Settlement.
The Committee, in its discretion, may cause the Company to settle all or any part of its obligation arising out of the exercise
of a Stock Appreciation Right by the payment of cash in lieu of all or part of the shares of Common Stock it would otherwise be
obligated to deliver in an amount equal to the Fair Market Value of such shares on the date of exercise.  


 


ARTICLE VIII  





NONTRANSFERABILITY OF OPTIONS AND STOCK
APPRECIATION RIGHTS 


 


8.01. Nontransferability
of Options and Stock Appreciation Rights. Except to the extent permitted under Section 8.02, no Option or Stock Appreciation
Right may be transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except as provided by will
or the applicable laws of descent and distribution, and no Option or Stock Appreciation Right shall be subject to execution, attachment
or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of an Option or a Stock Appreciation
Right not specifically permitted herein shall be null and void and without effect. An Option or Stock Appreciation Right may be
exercised by a Participant only during the Participant’s lifetime, or following the Participant’s death, pursuant to
Article X.  


 


8.02. Limited
Exception to Nontransferability. Notwithstanding Section 8.01, the Committee may determine that a Nonstatutory Stock Option
may be transferred by a Participant to one or more members of such Participant’s immediate family, to a partnership of which
the only partners are members of such Participant’s immediate family, or to a trust established by a Participant for the
benefit of one or more members of such Participant’s immediate family. For this purpose, immediate family means a Participant’s
spouse, parents, children, grandchildren and the spouses
of such parents, children and grandchildren. A transferee described in this Section 8.02 may not further transfer such Nonstatutory
Stock Option. A trust described in this Section 8.02 may not be amended to benefit any person other than a member of the Participant’s
immediate family. A Nonstatutory Stock Option transferred pursuant to this Section 8.02 shall remain subject to the provisions
of the Plan, including, but not limited to, the provisions of Articles 9 and 10 relating to the effect on the Nonstatutory Stock
Option of the Termination of Employment, Total Disability or death of the Participant, and shall be subject to such other rules
as the Committee shall determine.


 



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ARTICLE IX 





TERMINATION OF EMPLOYMENT 


 


9.01. Exercise
after Termination of Employment. Except as the Committee may at any time provide, in the event that the employment of a Participant
shall be terminated either by the Participant or by the Participant’s employer (for reasons other than death, Total Disability
or Cause), any Option or Stock Appreciation Right granted to such Participant may be exercised (to the extent that the Participant
was entitled to do so at the time of Participant’s Termination of Employment) at any time within one (1) year after such
Termination of Employment, but in no case later than the date of expiration of the original term of the Option or Stock Appreciation
Right; provided, however, that if an Incentive Stock Option is not exercised within three (3) months following Termination
of Employment, it shall be treated as a Nonstatutory Stock Option. If the Participant’s employment is terminated by the Participant’s
employer for Cause, except as the Committee may at any time provide, any Option or Stock Appreciation Right may be exercised (to
the extent that the Participant was entitled to do so at the time of the Termination of Employment) at any time within thirty (30)
days after such Termination of Employment, but in no case later than the date of expiration of the original term of the Option
or Stock Appreciation Right. Except to the extent otherwise set forth herein, any Options or Stock Appreciation Rights that are
not exercisable on the date of a Termination of Employment for any reason shall lapse. In no event may an Option or Stock Appreciation
Right be exercised after the expiration of the original term of the Option or Stock Appreciation Right.  


 


9.02. Total Disability.
If a Participant to whom an Option or Stock Appreciation Right has been granted under the Plan shall have incurred a Total Disability,
such Option or Stock Appreciation Right , to the extent not vested on the date of such Participant’s Termination of Employment
due to Total Disability (it being understood that such termination occurs after nine (9) months of absence from work due to the
Total Disability), shall continue to vest during the period of such Participant’s Total Disability, and, upon becoming
vested, such award shall be exercisable within the one (1) year period after the applicable vesting date, but in no event later
than the date of expiration of the original term of the Option or Stock Appreciation Right. To the extent that an Option or Stock
Appreciation Right held by a Participant is vested on the date of such Participant’s Termination of Employment due to Total
Disability, such Option or Stock Appreciation Right shall be exercisable within the one (1) year period after the date of such
Termination of Employment, but in no event later than the date of expiration of the original term of the Option or Stock Appreciation
Right. In the event of the death of a Participant following such Participant’s Termination of Employment due to Total Disability,
any unvested Option or Stock Appreciation Right shall be fully vested on the date of such Participant’s death and shall be
exercisable within the one (1) year period after the date of such Participant’s death, but in no event later than the expiration
of the original term of the Option or Stock Appreciation Right.  


 


Notwithstanding the
foregoing, for purposes of exercising Incentive Stock Options, a Participant shall be deemed to have a Termination of Employment
if the Participant is absent from work for three (3) months due to Total Disability, where the date of such Termination of Employment
shall be the last date of active employment before the three (3) month period; in this event, if such Participant fails to exercise
his or her Incentive Stock Option within three (3) months following such deemed Termination of Employment, such Incentive Stock
Option shall be treated as a Nonstatutory Stock Option.


 








 



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ARTICLE X 





DEATH OF PARTICIPANT 



 


10.01. Death of
Participant While Employed. If a Participant to whom an Option or Stock Appreciation Right has been granted under the Plan
shall die while employed by or otherwise providing services to the Company or one of its subsidiaries or affiliates, such Option
or Stock Appreciation Right shall become fully exercisable by the Participant’s beneficiary (as designated by the Participant
on the appropriate form provided by the Company), or if no beneficiary is so designated, then by the estate or person who acquires
the right to exercise such Option or Stock Appreciation Right upon the Participant’s death by bequest or inheritance. Such
exercise may occur at any time within one (1) year after the date of the Participant’s death (or such other period as the
Committee may at any time provide), but in no case later than the date of expiration of the original term of the Option or Stock
Appreciation Right.  


 


10.02. Death of
Participant Following Termination of Employment. Except in the case of death during the period of Total Disability, which shall
be governed by Section 9.02, if a Participant to whom an Option or Stock Appreciation Right has been granted under the Plan shall
die after the date of the Participant’s Termination of Employment, but before the end of the period provided under the Plan
by which a terminated Participant may exercise such Option or Stock Appreciation Right, such Option or Stock Appreciation Right
may be exercised, to the extent that the Participant was entitled to do so at the time of the Participant’s death, by the
Participant’s beneficiary (as designated by the Participant on the appropriate form provided by the Company), or if no beneficiary
is so designated, then by the estate or person who acquires the right to exercise such Option or Stock Appreciation Right upon
the Participant’s death by bequest or inheritance. Such exercise may occur at any time within the period in which the terminated
Participant could have exercised such Option or Stock Appreciation Right if the Participant had not died (or such other period
as the Committee may at any time provide), but in no case later than the date of expiration of the original term of the Option
or Stock Appreciation Right. 


 


ARTICLE XI 





RESTRICTED SHARES 





and 





RESTRICTED SHARE UNITS 


 


11.01. Grant of
Restricted Shares and Restricted Share Units. The Committee may from time to time cause the Company to grant Restricted Shares
and RSUs under the Plan to Participants, subject to such restrictions, conditions and other terms as the Committee may determine.
Restricted Shares are shares of Common Stock which are subject to such conditions and restrictions as determined by the Committee,
including conditions and restrictions relating to transferability. RSU awards represent an unfunded promise to pay the Participant
a specified number of shares of Common Stock (or cash equivalent, as applicable) in the future if the conditions of the RSU award
are satisfied and the RSU award is not otherwise forfeited prior to the stated date of delivery, under the terms and conditions
applicable to such award.  


 


11.02. Restrictions.
At the time a grant of Restricted Shares or RSUs is made, the Committee shall establish the Restricted Period applicable to
such Restricted Shares or RSUs. Each grant of Restricted Shares or RSUs may be subject to a different Restricted Period. The
Committee may, in its sole discretion, at the time a grant is made, prescribe restrictions in addition to or other than the
expiration of the Restricted Period, including the satisfaction of corporate or individual service or performance objectives,
which shall be applicable to all or any portion of the Restricted Shares or RSUs. Except with respect to grants of Restricted
Shares or RSUs intended to qualify as performance-based compensation for purposes of Code Section 162(m), the Committee may
also, in its sole discretion, waive any restrictions applicable to all or a portion of such Restricted Shares or RSUs,
provided that the applicable terms and conditions are set forth on or before the date of grant of the award to the extent
required to comply with Code Section 409A and the regulations thereunder. None of the Restricted Shares or RSUs may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of. In the event of a Participant’s Termination of
Employment for Total Disability, Restricted Shares or RSUs held by such Participant shall continue to vest during the period
of Total Disability. Unless otherwise provided under the terms of the award, upon the death of a Participant, including
during a Participant’s Total Disability, any performance conditions applicable to Restricted Shares or RSUs which have
been granted to such Participant will be deemed to have been satisfied at target, if applicable, and the Restricted Period,
if any, applicable to Restricted Shares or RSUs held by such Participant, will be deemed to have expired. Unless otherwise
provided under the terms of the award, upon the Retirement of a Participant,
the restrictions and conditions, if any, applicable to any Restricted Shares or RSUs which have been granted to such Participant
will be deemed to have been satisfied with respect to that percentage of the Restricted Shares or RSUs equal to (i) the number
of complete months between the first day of the Restricted Period and the date of the Participant’s Retirement, divided
by (ii) the number of complete months in the Restricted Period. Any Restricted Shares or RSUs granted to a Participant for which
the restrictions and conditions are not deemed to have expired pursuant to the preceding sentence shall be forfeited in accordance
with Section 11.05. Subject to Section 18.01, an award may also provide for full or pro-rata vesting upon other events, such as
upon a Change in Control or for other reasons, provided that any such applicable terms and conditions are set forth on or before
the date of grant of the award.

 





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11.03. Rights
of Holders of Restricted Shares. Except as determined by the Committee not later than the date of grant of Restricted Shares
or as required by applicable law, Participants to whom Restricted Shares have been granted shall not have the right to vote such
shares or the right to receive any dividends with respect to such Restricted Shares. All distributions, if any, received by a Participant
with respect to Restricted Shares as a result of any stock split-up, stock distribution, a combination of shares, or other similar
transaction shall be subject to the restrictions of this Article XI and the adjustment provisions of Article XV. 


 


11.04. Rights
of Holders of Restricted Share Units. Except as determined by the Committee not later than the date of grant of RSUs, Participants
to whom RSUs have been granted shall not have the right to vote the shares subject to such RSUs or the right to receive any dividends
with respect to the shares subject to such RSUs, except as provided in Section 11.08 with respect to dividend equivalents.
All distributions, if any, received by a Participant with respect to RSUs as a result of any stock split-up, stock distribution,
a combination of shares, or other similar transaction shall be subject to the restrictions of this Article XI and the adjustment
provisions of Article XV. 


 


11.05. Forfeiture
Upon Termination of Employment. Except as provided in Section 11.02 and Section 18.01, and as the Committee may at any time
provide, any Restricted Shares or RSUs granted to a Participant pursuant to the Plan shall be forfeited if the Participant experiences
a Termination of Employment either by the Participant or by the Participant’s employer for reasons other than death or Total
Disability prior to the expiration of the Restricted Period and the satisfaction of any other conditions applicable to such Restricted
Shares or RSUs. In addition, if the Participant’s Termination of Employment occurs as a result of Retirement, any Restricted
Shares or RSUs which do not vest in accordance with Section 11.02 shall be forfeited.  


 


11.06. Delivery
of Shares. Delivery of shares of Common Stock in respect of Restricted Shares shall be made promptly following lapse or termination
of the Restricted Period and satisfaction of any related conditions. Unless, in the case of RSUs, an election is made under Section
11.08 to defer the settlement of RSUs, and unless otherwise provided in the terms of any award, upon the expiration or termination
of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, RSUs shall be settled by delivery
of a stock certificate for the number of shares of Common Stock associated with the award with respect to which the restrictions
have expired or the terms and conditions have been satisfied to the Participant or the Participant’s beneficiary or estate,
as the case may be. Such payment in settlement of RSUs shall be made promptly, but in any event not later than (i) the end of the
year in which the Restricted Period ended and the conditions were satisfied or (ii) if later, the 15th day of the third calendar
month following the date on which the Restricted Period ended, provided that the award holder will not be permitted, directly or
indirectly, to designate the taxable year of settlement. The Participant may be required to execute a release of claims against
the Company and its subsidiaries in this event. If an election is made under Section 11.08 to defer the settlement of RSUs, delivery
shall occur as described here but upon the date or dates of delivery in accordance with Section 11.09 and the deferral election.
Notwithstanding the above, if the Participant is a Specified Employee, and is entitled to receive a payment in respect of RSUs
upon Termination of Employment or on a date determinable based on the date of Termination of Employment (and not a pre-determined
fixed date or schedule), then, except in the event of the Participant’s death after such Termination of Employment, such
payment shall be delayed by at least six (6) months after the date of such Participant’s Termination of Employment to the
extent required by Code Section 409A and the regulations thereunder.  


 


11.07. Performance-Based
Objectives. At the time of the grant of Restricted Shares or RSUs to a Participant, and prior to the beginning of the
performance period to which performance objectives relate, the Committee may establish performance objectives based on any
one or more of the following, which may be expressed with respect to the
Company or one or more operating units or groups, as the Committee may determine: price of Common Stock, or the common stock of
any affiliate, shareholder return, return on equity, return on investment, return on capital, sales productivity, comparable store
sales growth, economic profit, economic value added, net income, operating income, gross margin, sales, free cash flow, earnings
per share, operating company contribution or market share. These factors shall have a minimum performance standard below which,
and a maximum performance standard above which, no payments will be made. These performance goals may be based on an analysis
of historical performance and growth expectations for the business, financial results of other comparable businesses, and progress
towards achieving the long-range strategic plan for the business. These performance goals and determination of results shall be
based entirely on financial measures. The Committee shall specify how any performance objectives shall be adjusted to the extent
necessary to prevent dilution or enlargement of any award as a result of extraordinary events or circumstances, as determined
by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations,
or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation,
or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation,
spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporation transaction;
provided, however, that no such adjustment will be made if the effect of such adjustment would cause an award to fail to
qualify as performance-based compensation within the meaning of Code Section 162(m). The Committee may not use any discretion
to modify award results except as permitted under Code Section 162(m). In addition, with respect to any Restricted Shares or RSUs
granted that are intended to be “performance-based” for purposes of Code Section 162(m), such award shall not be payable
upon Termination of Employment for any reason other than due to death, Total Disability or upon a Change in Control, unless the
payment is based on achievement of the associated performance objectives. To the extent that the award is subject to Code Section
409A, payment upon Termination of Employment in connection with a Change in Control must be made upon a Change in Control that
satisfies the definition of “change in control event” in Code Section 409A and the regulations thereunder, unless
otherwise permitted in satisfaction of the alternative payment rules under Code Section 409A and the regulations thereunder.

 





    8 


     


    

 





 


11.08. Deferred
Restricted Share Units. The Committee may permit a Participant who has been designated to receive an RSU award to elect to
defer the receipt of the shares in settlement of such RSU award as well as the form of payment of such deferred RSUs.  


 


All elections under this Section 11.08
to defer the settlement of an RSU award must be made in accordance with the requirements of Code Section 409A and the regulations
thereunder. Any election not in compliance with such requirements shall be treated as invalid and the deferral election shall be
disregarded and distribution of the shares upon settlement of the awards shall be made as though the Participant did not elect
to defer. For this purpose, an invalid deferral election shall include (but is not limited to) a deferral election that (i) is
not executed (regardless of when received), (ii) is executed but received after the applicable irrevocable date or (iii) cannot
otherwise become effective under applicable rules. If a valid deferral election is incomplete, the deferral election shall be honored
and distribution of the shares attributable to the awards shall be made as though the Participant elected a deferred lump sum payment.
For this purpose, a valid but incomplete deferral election is one that has been received and executed on or before the applicable
irrevocable date, but does not indicate the form of payment (lump sum versus installments), or indicates an election for installment
payments but not the number of installment payments. Unless the award agreement and terms and conditions accompanying specific
awards indicate otherwise, or as otherwise provided in the Plan, the deferred RSUs shall be subject to the same restrictions, conditions
and forfeiture provisions as the associated nondeferred RSUs.


 


Except as determined otherwise by the Committee
on or before grant and as set forth in the terms and conditions accompanying such awards, during the Restricted Period with respect
to RSUs, Participants shall not have the right to receive any dividends. After the end of the Restricted Period and prior to the
time that shares of Common Stock are transferred to the Participant, within sixty (60) days after the date of payment of a dividend
by the Company on its shares of Common Stock, the Participant shall be credited with “dividend equivalents” with respect
to each outstanding RSU in an amount equal to the amount the Participant would have received as dividends if the RSUs were actual
shares of Common Stock. Such dividend equivalents will be converted into additional RSUs based on the Fair Market Value of the
Common Stock on the dividend payment date, in accordance with the procedures established by the Committee, and paid at the same
time and in the same manner as the underlying RSUs.


 



    9 


     


    

 








 


At no time shall any assets of the Company
be segregated for payment of RSUs hereunder. Participants who have elected to defer the settlement of RSUs shall at all times have
the status of general unsecured creditors of the Company and shall not have any rights in or against specific assets of the Company.
The Plan constitutes a mere promise by the Company to make payments attributable to RSUs in the future, in accordance with the
applicable terms and conditions.


 


11.09. Payment
of Deferred Restricted Share Units. RSUs are payable solely in shares of unrestricted Common Stock, and shall be paid in accordance
with the terms of delivery under Section 11.06 and this Section 11.09. Shares attributable to deferred RSUs that are vested in
accordance with the terms and conditions applicable to such awards shall be transferred to the Participant at the time
and in the form as elected by the Participant and as set forth in the terms and conditions applicable to such awards, which shall
be either in a single payment or in up to ten (10) installment payments.





 


If a
lump sum distribution is elected, the payment shall be made on the date provided in, and in accordance with, the terms and conditions
applicable to the award. If installment distributions are elected, the initial installment shall be paid on the date provided
in, and in accordance with, the terms and conditions applicable to the award. Subsequent installments shall be made on each anniversary
of the initial installment and shall continue for the duration of the selected distribution period. If the Participant dies prior
to the time all shares have been distributed, distribution shall be made to the Participant’s beneficiary or estate on the
payment date provided in, and in accordance with, the terms and conditions applicable to the RSU award. If Termination of Employment
occurs during the Restricted Period, the terms and conditions shall set forth the rights of the Participant to payment, as well
as the time and form of distribution of such awards, if any, to the Participant. A participant shall have no rights as a shareholder
with respect to deferred RSUs until such time, if any, as shares of Common Stock are transferred to the Participant (or the Participant’s
beneficiary or estate, if applicable). Notwithstanding the above, if the Participant is a Specified Employee and is entitled to
receive payment upon Termination of Employment or on a date determinable based on the date of Termination of Employment (and not
a pre-determined fixed date or schedule), then, except in the event of the Participant’s death after such Termination of
Employment, such payment (or in the case of installments, the first payment) shall be delayed by at least six (6) months after
the date of such Participant’s Termination of Employment, to the extent required by Code Section 409A and the regulations
thereunder; in this event, subsequent installment payments shall occur on the anniversary of the first delayed installment payment.


 


Provided that the terms and conditions
applicable to a deferred RSU award permit it, a Participant may change the Participant’s distribution election, provided
such change in distribution election is made not less than 12 months before the date the payment (or in the case of installments,
the first payment) is scheduled to be made, and is irrevocable after this date. Such an election may be made to change payment(s)
from a single lump sum payment to installment payments, from installment payments to a single lump sum payment, or from one number
of installment payments to another number of installment payments, by submitting such election to the Company; provided, (i) such
election does not become effective until at least twelve (12) months after the date on which the election is made and (ii) except
in the case of payment permissible upon the Participant’s death, the payment (or in the case of installments the first payment)
must be deferred for a period of not less than five (5) years from the date such payment would have been made or commenced if there
had been no election to change the form of payment. For this purpose, all installment payments are treated as a single payment.
Any election not made in accordance with such procedures shall be treated as invalid, and the change in distribution election shall
be disregarded and distribution of the shares of Common Stock attributable to the awards shall be made as though the Participant
did not elect to change the time and form of distribution. For this purpose, an invalid change in distribution election shall include
(but is not limited to) an election that (i) is not executed (regardless of when received), (ii) is executed but received after
the applicable irrevocable date or (iii) cannot otherwise become effective under applicable rules. If a valid change in distribution
election is incomplete, the change in distribution election shall be honored and distribution of the shares attributable to the
awards shall be made as though the Participant elected a change in distribution to a deferred lump sum payment. For this purpose,
a valid but incomplete change in distribution election is one that has been received and executed on or before the applicable irrevocable
date, but does not indicate the form of payment (lump sum versus installments), or indicates an election for installment payments
but not the number of installment payments.


 



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ARTICLE XII 





PERFORMANCE UNITS 


 


12.01. Award of
Performance Units. For each Performance Period, Performance Units may be granted under the Plan to such Participants as the
Committee shall determine. The award agreement covering such Performance Units shall specify the Ending Value. If necessary to
make the calculation of the amount to be paid to the Participant pursuant to Sections 12.03 and 12.04, the Committee
shall also state in the award agreement the Initial Value. The award agreement may also specify that each Performance Unit is deemed
to be equivalent to one (1) share of Common Stock. Performance Units granted to a Participant shall be credited to a Performance
Unit Account established and maintained for such Participant.  


 


12.02. Performance
Period. Different Performance Periods may be established for different Participants receiving Performance Units. Performance
Periods may run consecutively or concurrently.  


 


12.03. Right to
Payment of Performance Units. All applicable terms and conditions shall be set forth in the award agreement and/or in accompanying
terms and conditions on or before the date of grant of Performance Units. With respect to each award of Performance Units under
this Plan, the Committee shall specify the Performance Objectives. If the Performance Objectives established for a Participant
for the Performance Period are partially but not fully met, the Committee may, nonetheless, in its sole discretion, determine that
all or a portion of the Performance Units have vested but such determination shall not change the date of payment of the awards.
If the Performance Objectives for a Performance Period are exceeded, the Committee may, in its sole discretion, grant additional,
fully vested Performance Units to the Participant. Except as provided in Section 18.01, on or before the date of grant, the Committee
may also determine, in its sole discretion, that Performance Units awarded to a Participant shall become partially or fully vested
upon the Participant’s death, Total Disability or Retirement, or upon the Participant’s Termination of Employment prior
to the end of the Performance Period but such determination shall not change the date of payment of the awards. Performance Unit
awards represent an unfunded promise to pay the Participant the value specified in the award agreement and/or applicable terms
and conditions in the future if the conditions associated with the Performance Unit award are satisfied and the Performance Units
are not otherwise forfeited prior to the stated date of payment, under the terms and conditions applicable to such award. The provisions
of Section 11.07 shall apply to any Performance Units that are intended to qualify as performance-based in accordance with Code
Section 162(m) and the regulations thereunder. 


 


12.04. Payment
for Performance Units. As soon as practicable following the end of a Performance Period but not later than 90 days after
the end of a Performance Period, the Committee shall determine whether the Performance Objectives for the Performance Period
have been achieved (or partially achieved to the extent necessary to permit partial vesting at the discretion of the
Committee pursuant to Section 12.03). If the Performance Objectives for the Performance Period have been exceeded, the
Committee shall determine whether additional Performance Units shall be granted to the Participant pursuant to Section 12.03.
Within 90 days after the end of a Performance Period, provided the Committee determines the Performance Objectives have been
achieved or partially achieved pursuant to Section 12.03, if the award agreement specifies that each Performance Unit is
deemed to be equivalent to one (1) share of Common Stock, the Company shall pay to the Participant an amount with respect to
each vested Performance Unit equal to the Fair Market Value of a share of Common Stock on such payment date or, if the
Committee shall so specify at the time of grant, an amount equal to (i) the Fair Market Value of a share of Common Stock on
the payment date less (ii) the Fair Market Value of a share of Common Stock on the date of grant of the Performance Unit. If
the award agreement specifies a value for each Performance Unit or sets forth a formula for determining the value of each
Performance Unit at the time of payment, then within 90 days after the end of a Performance Period, provided the Committee
determines the Performance Objectives have been achieved or partially achieved pursuant to Section 12.03, the Company shall
pay to the Participant an amount with respect to each vested Performance Unit equal to the Ending Value of the Performance
Unit or, if the Committee shall so specify at the time of grant, an amount equal to (i) the Ending Value of the Performance
Unit less (ii) the Initial Value of the Performance Unit. Payment shall be made entirely in cash, entirely in Common Stock or
in such combination of cash and Common Stock as the Committee shall determine.  


 


12.05. Voting
and Dividend Rights. Except as the Committee may otherwise provide, no Participant shall be entitled
to any voting rights, to receive any dividends, or to have his or her Performance Unit Account credited or increased as a result
of any dividends or other distribution with respect to Common Stock. Notwithstanding the foregoing, to the extent provided
or set forth in the award agreement and/or applicable terms and conditions on or before the date of grant of a Performance Unit
award, within sixty (60) days after the date of payment of a dividend by the Company on its shares of Common Stock, a Participant’s
Performance Unit Account may be credited with additional Performance Units having an aggregate Fair Market Value equal to the
dividend per share paid on the Common Stock multiplied by the number of Performance Units credited to the Participant’s
account at the time the dividend was declared. Subject to the prior satisfaction of the applicable Performance Objectives, payment
of such additional Performance Units shall be made at the same time and in the same manner as the Performance Units to which they
relate.


 



    11 


     


    

 





 


ARTICLE XIII 





UNRESTRICTED SHARES 


 


13.01. Award of
Unrestricted Shares. The Committee may cause the Company to grant Unrestricted Shares to associates at such time or times,
in such amounts and for such reasons as the Committee, in its sole discretion, shall determine. Except to the extent required by
applicable law, no payment shall be required for Unrestricted Shares.


 


13.02. Delivery
of Unrestricted Shares. The Company shall issue, in the name of each Participant to whom Unrestricted Shares have been granted,
stock certificates representing the total number of Unrestricted Shares granted to the Participant, and shall deliver such certificates
to the Participant on a fixed or objectively determinable date of payment, which shall be set forth at the time of grant.  


 


13.03. Deferred
Share Units. The Committee may permit a Participant who has been designated to receive an Unrestricted Share award to elect
to receive such Unrestricted Share award in the form of Deferred Share Units.  


 


Any such election must be made on or before
December 31 of the calendar year prior to the year the compensation attributable to such award (or any portion of such award) is
earned, and shall be irrevocable after such date, and further shall comply with the rules set forth in Section 11.08, which apply
to deferral elections, including such rules relating to invalid and valid but incomplete deferral elections. At no time shall any
assets of the Company be segregated for payment of Deferred Share Units hereunder. Participants who have elected to receive Unrestricted
Shares in the form of Deferred Share Units shall at all times have the status of general unsecured creditors of the Company and
shall not have any rights in or against specific assets of the Company. The Plan constitutes a mere promise by the Company to make
payments on Deferred Share Units in the future.


 


After the award of Deferred Share Units
to the Participant and prior to the time that shares of Common Stock are transferred to the Participant pursuant to Section 13.04,
within sixty (60) days after the date of payment of a dividend by the Company on its shares of Common Stock, the Participant shall
be credited with “dividend equivalents” with respect to each outstanding Deferred Share Unit in an amount equal to
the amount the Participant would have received as dividends if the Deferred Share Units were actual shares of Common Stock. Such
dividend equivalents will be converted into additional Deferred Share Units based on the Fair Market Value of the Common Stock
on the dividend payment date, in accordance with the procedures established by the Committee, and paid at the same time and in
the same manner as the underlying Deferred Share Units.


 





13.04. Payment of Deferred Share Units.
Deferred Share Units are payable solely in shares of unrestricted Common Stock, and shall be paid in accordance with the terms
of delivery under Section 13.03 and this Section 13.04. Shares applicable to such awards shall be transferred to the Participant
at the time and in the form as elected by the Participant and as set forth in the terms and conditions applicable to such awards,
which shall be either in a single payment or in up to ten (10) installment payments. If a lump sum distribution is
elected, the payment shall be made on the date provided in, and in accordance with, the terms and conditions applicable to the
award. If installment distributions are elected, the initial installment shall be paid on the date provided in, and in accordance
with, the terms and conditions applicable to the award. Subsequent installments shall be made on each anniversary of the initial
installment and shall continue for the duration of the selected distribution period. If the Participant dies prior to the time
all shares have been distributed, distribution shall be made to the Participant’s beneficiary or estate on the payment date
provided in, and in accordance with, the terms and conditions applicable to the award. A Participant shall have no rights as a
shareholder with respect to Deferred Share Units until such time, if any, as shares of Common Stock are transferred to the Participant
(or the Participant’s beneficiary or estate, if applicable). Notwithstanding the above, if the Participant is a Specified
Employee and is entitled to receive payment upon Termination of Employment or on a date determinable based on the date of Termination
of Employment (and not a pre-determined fixed date or schedule), then, except in the event of the Participant’s death after
such Termination of Employment, such payment (or in the case of installments, the first payment) shall be delayed by at least six
(6) months after the date of such Participant’s Termination of Employment, to the extent required by Code Section 409A and
the regulations thereunder; in this event, subsequent installment payments shall occur on the anniversary of the first delayed
installment payment.


 



    12 


     


    







 


Provided that the terms and conditions
applicable to a Deferred Share Unit award permit it, a Participant may change the Participant’s distribution election, provided
such change in distribution election shall comply with the procedures and rules set forth in Section 11.09 which apply to change
in distribution elections, including such rules relating to invalid and valid but incomplete change in distribution elections.


 


ARTICLE XIV 





CLAWBACK 


 


14.01. Clawback.
If the Committee determines in good faith either that: (i) if required by applicable law with respect to a Participant or (ii)
(x) a Participant engaged in fraudulent conduct or activities relating to the Company, (y) a Participant has knowledge of such
conduct or activities or (z) a Participant, based upon the Participant’s position, duties or responsibilities, should have
had knowledge of such conduct or activities, the Committee shall have the power and authority under the Plan to terminate without
payment all outstanding awards under the Plan. If required by applicable law with respect to a Participant or if a Participant
described in (ii) above has received any compensation pursuant to an award granted under the Plan that is based on or results from
such conduct or activities, such Participant shall promptly reimburse to the Company a sum equal to either an amount required by
such law or the amount of such compensation paid in respect of the year in which such conduct or activities occurred, as applicable.
 


 


ARTICLE XV 





ADJUSTMENTS; REPRICING 


 


15.01. Adjustments.
Notwithstanding any other provision of the Plan, the Committee shall make or provide for such adjustments to the Plan, to the number
and class of shares available thereunder or to any outstanding Options, Stock Appreciation Rights, Restricted Shares, RSUs, Performance
Units or other awards as it shall deem appropriate to prevent dilution or enlargement of rights, including adjustments in the event
of changes in the number of shares of outstanding Common Stock by reason of stock dividends, extraordinary cash dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and
the like. However, any such adjustment with respect to Options and Stock Appreciation Rights shall satisfy the requirements of
Reg. §1.409A-1(b)(5)(v)(D) and shall otherwise ensure that such awards continue to be exempt from Code Section 409A, and any
such adjustment to awards that are subject to Code Section 409A, including RSUs and Performance Units, shall be made to the extent
compliant with Code Section 409A and the regulations thereunder.


 


15.02. Repricing.
Except as provided above in connection with a corporate transaction involving the Company (including, without limitation,
any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination or exchange of shares), the terms of outstanding awards may not be amended to reduce the
exercise price of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights
in exchange for cash, other awards or Options or Stock Appreciation Rights with an exercise price that is less than the
exercise price of the original Options or Stock Appreciation Rights without stockholder approval.  


 



    13 


     


    



 

ARTICLE XVI  


AMENDMENT AND TERMINATION 


 


16.01. Amendment
and Termination. The Board may suspend, terminate, modify or amend the Plan, provided that any amendment that would constitute
a “material revision” of the Plan within the meaning of New York Stock Exchange Rule 303A(8) shall be subject to the
approval of the Company’s stockholders. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to awards granted prior to such termination. No suspension, termination, modification or amendment of the Plan
may, without the consent of the Participant to whom an award shall theretofore have been granted, materially adversely affect the
rights of such Participant under such award, except to the extent any such action is undertaken to cause the Plan to comply with
applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.  


 


ARTICLE XVII  


WRITTEN AGREEMENT 


 


17.01. Written
Agreements. Each award of Options, Stock Appreciation Rights, Restricted Shares, RSUs, Performance Units and Unrestricted Shares
shall be evidenced by a written agreement, executed by the Participant and the Company, and containing such restrictions, terms
and conditions, if any, as the Committee may require. In the event of any conflict between a written agreement and the Plan, the
terms of the Plan shall govern.


 


ARTICLE XVIII  


CHANGE IN CONTROL 


 


18.01. Effect
of Change in Control. In the event that a Participant’s employment or service is terminated by the Company other than
for Cause or, to the extent provided in an employment agreement between the Company and a Participant, a Participant resigns for
Good Reason, in either case during the 24-month period beginning on the date of a Change in Control, (i) Options and Stock Appreciation
Rights granted to such Participant which are not yet exercisable shall become fully exercisable; (ii) any restrictions applicable
to any Restricted Shares and RSUs awarded to such Participant shall be deemed to have been satisfied at target and the Restricted
Period, if any, as applicable to such Restricted Shares and RSUs held by such Participant shall be deemed to have expired and (iii)
any Performance Objectives applicable to any Performance Units awarded to such Participant shall be deemed to have been satisfied
at target and the Performance Period, if any, as applicable to such Performance Units held by such Participant shall be deemed
to have expired. Notwithstanding the foregoing, or the provisions of Sections 11.06 or 12.04, if the accelerated settlement of
any RSU or Performance Unit would cause the application of additional taxes under Code Section 409A, such RSU or Performance Unit
will be settled on the date it would otherwise have been settled in the absence of a Change in Control, unless the transaction
constituting the Change in Control falls within the definition of a Change in Control Event within the meaning of Code Section
409A and the regulations thereunder. 


 


ARTICLE XIX  


MISCELLANEOUS PROVISIONS 


 


19.01 Awards to
Participants Outside the United States. The Committee may modify the terms of any outstanding or new award under the Plan granted
to a Participant who is, at the time of grant or during the term of the award, resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in order that such award shall conform to laws, regulations
and customs of the country in which the Participant is then resident or primarily employed. An award may be modified under this
Section 19.01 in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene
any applicable law or regulation. 


 


19.02. Tax
Withholding. The Company shall have the right to require Participants or their beneficiaries or legal representatives
to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements, or to deduct from
all payments under this Plan amounts sufficient to satisfy all withholding tax requirements. Whenever payments under the Plan
are to be made to a Participant in cash, such payments shall be net of any amounts sufficient to satisfy all federal, state and
local withholding tax requirements. The Committee may, in its discretion, permit a Participant to satisfy the Participant’s
tax withholding obligation either by (i) surrendering shares of Common Stock owned by the Participant or (ii) having the Company
withhold from shares of Common Stock otherwise deliverable to the Participant. Shares of Common Stock surrendered or withheld
shall be valued at their Fair Market Value as of the date on which income is required to be recognized for income tax purposes.
In the case of an award of Incentive Stock Options, the foregoing right shall be deemed to be provided to the Participant at the
time of such award.

 





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19.03. Compliance
With Section 16(b) and Code Section 162(m). In the case of Participants who are or may be subject to Section 16 of the Act,
it is the intent of the Company that the Plan and any award granted hereunder satisfy and be interpreted in a manner that satisfies
the applicable requirements of Rule 16b-3 under the Act, so that such persons will be entitled to the benefits of Rule 16b-3 under
the Act or other exemptive rules under Section 16 of the Act and will not be subjected to liability thereunder. If any provision
of the Plan or any award would otherwise conflict with the intent expressed herein, that provision, to the extent possible, shall
be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such
intent, such provision shall be deemed void as applicable to Participants who are or may be subject to Section 16 of the Act. If
any award hereunder is intended to qualify as performance-based for purposes of Code Section 162(m), the Committee shall not exercise
any discretion to increase the payment under such award except to the extent permitted by Code Section 162(m) and the regulations
thereunder.  


 


19.04. Successors.
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially
all of the assets and businesses of the Company. In the event of any of the foregoing, the Committee may, at its discretion prior
to the consummation of the transaction, cancel, offer to purchase, exchange, adjust or modify any outstanding awards, at such time
and in such manner as the Committee deems appropriate and in accordance with applicable law and the provisions of Article XV.  


 


19.05. General
Creditor Status. Participants shall have no right, title or interest whatsoever in or to any investments which the Participant
may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any
Participant or beneficiary or legal representative of such Participant. To the extent that any person acquires a right to receive
payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the
Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund
shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth
in the Plan.  


 


19.06. No Right
to Employment. Nothing in the Plan or in any written agreement entered into pursuant to Article XVII, nor the grant of any
award, shall confer upon any Participant any right to continue in the employ of the Company or a subsidiary or to be entitled to
any remuneration or benefits not set forth in the Plan or such written agreement or interfere with or limit the right of the Company
or a subsidiary to modify the terms of or terminate such Participant’s employment at any time.  


 


19.07. No Rights
to Awards; No Rights to Additional Payments. No Participant shall have any claim to be granted any award under the Plan, and
there is no obligation for uniformity of treatment of Participants. All grants of awards and deliveries of Common Stock, cash or
other property under the Plan shall constitute a special discretionary incentive payment to the Participant and shall not be required
to be taken into account in computing any contributions to or any benefits under any retirement, profit-sharing, severance or other
benefit plan of the Company or any subsidiary or affiliate, unless the Committee expressly provides otherwise in writing.  


 


19.08. Notices.
Notices required or permitted to be made under the Plan shall be sufficiently made if sent by registered
or certified mail addressed (a) to the Participant at the Participant’s address set forth in the books and records of the
Company or its subsidiaries or (b) to the Company or the Committee at the principal office of the Company.

 





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19.09. Severability.
In the event that any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.  


 


19.10. Governing
Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware.  


 


19.11. Term of
Plan. Unless earlier terminated pursuant to Article XVI hereof, the Plan shall terminate on May 20, 2025. 


 


ARTICLE XX





DEFINITIONS


 


20.01 As used in
the Plan, the following terms shall have the respective meanings indicated:


 


(a) “Act”
means the Securities Exchange Act of 1934, as amended.


 


(b) “Board”
means the Company’s Board of Directors.


 


(c) “Cause”
means that the Participant (1) was grossly negligent in the performance of the Participant’s duties with the Company (other
than a failure resulting from the Participant’s incapacity due to physical or mental illness); (2) has plead “guilty”
or “no contest” to or has been convicted of an act which is defined as a felony under federal or state law; or (3)
engaged in misconduct in bad faith which could reasonably be expected to materially harm the Company’s business or its reputation.
The Participant shall be given written notice by the Company of a termination for Cause, which shall state in detail the particular
act or acts or failures to act that constitute the grounds on which the termination for Cause is based. 


 


(d) “Change
in Control” means, and shall be deemed to have occurred upon, the occurrence of any of the following events:


 





		1)	Any Person (other than an Excluded Person) becomes, together with all “affiliates”
and “associates” (each as defined under Rule 12b-2 of the Act) the “beneficial owner” (as defined under
Rule 13d-3 of the Act) of securities representing 33% or more of the combined voting power of the Voting Stock of the Company then
outstanding, unless such Person becomes the “beneficial owner” of 33% or more of the combined voting power of such
Voting Stock then outstanding solely as a result of an acquisition of such Voting Stock by the Company which, by reducing the Voting
Stock of the Company outstanding, increases the proportionate Voting Stock beneficially owned by such Person (together with all
“affiliates” and “associates” of such Person) to 33% or more of the combined voting power of the Voting
Stock of the Company then outstanding; provided that if a Person shall become the “beneficial owner” of 33%
or more of the combined voting power of the Voting Stock of the Company then outstanding by reason of such Voting Stock acquisition
by the Company and shall thereafter become the “beneficial owner” of any additional Voting Stock of the Company which
causes the proportionate voting power of Voting Stock beneficially owned by such Person to increase to 33% or more of the combined
voting power of the Voting Stock of the Company then outstanding, such Person shall, upon becoming the “beneficial owner”
of such additional Voting Stock of the Company, be deemed to have become the “beneficial owner” of 33% or more of the
combined voting power of the Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the
Company;



 


		2)	During any period of 24 consecutive months, individuals who at the beginning of such period constitute
the Board of Directors of the Company (and any new Director, whose election by such Board or nomination for election by the stockholders
of the Company was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at
the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a
majority of Directors then constituting such Board;



 



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		3)	A reorganization, merger or consolidation of the Company is consummated, in each case, unless,
immediately following such reorganization, merger or consolidation, (i) more than 50% of, respectively, the then-outstanding shares
of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of
the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals and entities who were the “beneficial owners”
of the Voting Stock of the Company outstanding immediately prior to such reorganization, merger or consolidation, (ii) no Person
(but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such reorganization,
merger or consolidation, directly or indirectly, 33% or more of the voting power of the outstanding Voting Stock of the Company)
beneficially owns, directly or indirectly, 33% or more of, respectively, the then-outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined voting power of the then-outstanding voting securities
of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board of
Directors of the Company at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;
or



 


		4)	The consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of the Company, other than to any corporation with respect to which,
immediately following such sale or other disposition, (A) more than 50% of, respectively, the then-outstanding shares of common
stock of such corporation and the combined voting power of the then-outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the “beneficial owners” of the Voting Stock of the Company outstanding immediately
prior to such sale or other disposition of assets, (B) no Person (but excluding for this purpose any Excluded Person and any Person
beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 33% or more of the voting power
of the outstanding Voting Stock of the Company) beneficially owns, directly or indirectly, 33% or more of, respectively, the then-outstanding
shares of common stock of such corporation or the combined voting power of the then-outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of
such corporation were members of the Board of Directors of the Company at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of assets of the Company.



 







Notwithstanding
the foregoing, in no event shall a “Change in Control” be deemed to have occurred (i) as a result of the formation
of a Holding Company or (ii) with respect to a Participant, if the Participant is part of a “group,” within the meaning
of Section 13(d)(3) of the Act as in effect on the Plan’s effective date, which consummates the Change in Control transaction.
In addition, for purposes of the definition of “Change in Control” a Person engaged in business as an underwriter of
securities shall not be deemed to be the “beneficial owner” of, or to “beneficially own,” any securities
acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty
(40) days after the date of such acquisition.


 


(e) “Change
in Control Event” has the meaning set forth in Code Section 409A.


 


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


 


(g) “Committee”
means the Compensation Committee of the Board. 


 


(h) “Common
Stock” means shares of the Company’s common stock. 


 


(i) “Deferred
Share Unit” means the right to receive a share of Common Stock in the future. 


 



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(j) “Ending
Value” means the value for each Performance Unit or formula for determining the value of each Performance Unit at the
time of payment, in each case as provided for in the applicable award agreement. 


 


(k) “Excluded
Person” means (i) the Company; (ii) any of the Company’s subsidiaries; (iii) any Holding Company; (iv) any employee
benefit plan of the Company, any of its subsidiaries or a Holding Company; or (v) any Person organized, appointed or established
by the Company, any of its subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv).



 


(l) “Fair
Market Value” means the closing price of the Common Stock as reported on the principal exchange on which the shares are
listed for the date on which the grant, exercise or other transaction occurs, or if there were no sales on such date, the most
recent prior date on which there were sales. 


 


(m) “Good
Reason” has the meaning set forth in a Participant’s employment agreement. 


 


(n) “Holding
Company” means an entity that becomes a holding company for the Company or its businesses as a part of any reorganization,
merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined
voting power of the then-outstanding voting securities of such entity entitled to vote generally in the election of directors is,
immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the “beneficial owners,” respectively, of the
Voting Stock of the Company outstanding immediately prior to such reorganization, merger, consolidation or other transaction in
substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other
transaction, of such outstanding Voting Stock of the Company. 


 


(o) “Incentive
Stock Option” has the meaning set forth in Section 2.01 of the Plan.  


 


(p) “Initial
Value” means the initial value for each Performance Unit as provided for in the applicable award agreement and as necessary
to make the calculation of the amount to be paid to a Participant pursuant to Sections 12.03 and 12.04 of the Plan. 


 


(q) “Nonstatutory
Stock Option” has the meaning set forth in Section 2.01 of the Plan. 


  


(r) “Nontandem
Stock Appreciation Right” has the meaning set forth in Section 2.01 of the Plan. 


 


(s) “Participant”
means any individual who receives an award pursuant to Section 4.01 of the Plan. 


 


(t) “Performance
Objectives” means the performance objectives, as specified by the Committee, which must be satisfied in order for the
Participant to vest in the Performance Units which have been awarded to the Participant for the Performance Period. 


 


(u) “Performance
Period” means the period of time, as established by the Committee in its sole discretion, applicable to Performance Units. 


 


(v) “Performance
Unit Account” means an account established and maintained for a Participant who is granted Performance Units. 


 


(w) “Performance
Units” has the meaning set forth in Section 2.01 of the Plan. 


 


(x) “Person”
means any individual composition, partnership, limited liability company, associations, trust or other entity or organization. 


 


(y) “Preexisting
Plan” means the 1993 Stock Option and Performance Plan. 


 


(z) “Restricted
Period” means the period of time, as established by the Committee, applicable to Restricted Shares and RSUs. 


 


(aa) “Restricted
Share Unit” or “RSU” has the meaning set forth in Section 2.01 of the Plan. 


 


(bb) “Restricted
Share” has the meaning set forth in Section 2.01 of the Plan. 


 



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(cc) “Retirement”
means, for purposes of Article XI of the Plan, a Participant’s Termination of Employment following the date on which a Participant
has attained age 55 and completed seven years of service with the Company.  


 


(dd) “Specified
Employee” has the meaning set forth in Code Section 409A and the regulations thereunder. 


 


(ee) “Stock
Appreciation Rights” has the meaning set forth in Section 2.01 of the Plan. 


 


(ff) “Tandem
Stock Appreciation Rights” has the meaning set forth in Section 2.01 of the Plan. 


 


(gg) “Termination
of Employment” means a “separation from service” as that term is defined in Code Section 409A and the regulations
thereunder. 


 


(hh) “Total
Disability” has the meaning set forth in the L Brands, Inc. Long-Term Disability Plan or any successor thereto. 


 


(ii) “Unrestricted
Shares” has the meaning set forth in Section 2.01 of the Plan. 


 


(jj) “Voting
Stock” means securities of the Company entitled to vote generally in the election of the Company’s Board. 


 




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