2005 Stock Option Plan, dated March 8, 2005



 Exhibit 10.17 
  
 GREGG APPLIANCES, INC. 
  
 2005 STOCK OPTION PLAN 
  
 Section 1. Description of Plan. This is the 2005 Stock Option Plan dated March 8, 2005 (the “Plan”) of Gregg Appliances, Inc., an
Indiana corporation (the “Company”). This Plan will provide a means whereby designated employees, directors, officers or consultants of the Company may be granted options to purchase shares of the common stock, no par value, of the
Company (the “Shares” or the “Common Stock”). It is intended that the options under this Plan will either qualify for treatment as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”) and be designated “Incentive Stock Options” or not qualify for such treatment and be designated “Nonqualified Stock Options.” Incentive Stock Options may only be granted to
employees. This Plan is intended to qualify as and constitute a compensatory benefit plan under Rule 701 promulgated under the Securities Act of 1933, as amended (such act, and the rules and regulations promulgated thereunder, the
“Act”). 
  
 Section 2. Purpose of Plan.
The purpose of the Plan and of granting options (the “Options”) to specified persons is to further the growth, development and financial success of the Company by providing additional incentives to its employees, directors, officers
or consultants. By assisting such persons in acquiring Shares, the Company can ensure that such persons will themselves benefit directly from the Company’s growth, development and financial success. 
  
 Section 3. Eligibility. The persons who shall be eligible to receive
grants of Options under the Plan shall be the designated employees, directors, officers or consultants of the Company as determined from time to time by the Board of Directors (the “Board”) of the Company. A person who holds an
Option or has purchased Shares pursuant to the exercise of the Option is herein referred to as a “Participant,” and more than one Option may be granted to any Participant. 
  
 Section 4. Administration and Authorization. 
  
 (a) Committee. Except as otherwise provided herein,
the Plan shall be administered by the Board or, at the Board’s option, by a compensation committee thereof from time to time constituted, to whom administration of this Plan has been duly delegated (the Board and/or such committee, are referred
to hereinafter as the “Committee”). Any action of the Committee with respect to administration of the Plan shall be taken by a majority vote or written consent of its members. Upon the first registration of an equity security of the
Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent possible and advisable, the Committee may be constituted so as to permit this Plan to comply with Rule 16b-3 promulgated under Section
16 of the Exchange Act and Section 162(m) of the Code. 









 (b) Interpretation; Powers of Committee. Subject to the express provisions of this
Plan and any express limitations on the delegated authority, the Committee is authorized and empowered to administer the Plan and (i) to determine the dates upon which Options shall be granted, the exercise price of the Options, the number of Shares
subject to the Options and to specify the other terms and conditions thereof in a manner consistent with this Plan, which terms and conditions need not be identical as to the various Options granted; (ii) to interpret the Plan; (iii) to grant
Options; (iv) to determine eligibility and the particular Participants; (v) to determine the fair market value of the Shares; (vi) to accelerate the time during which an Option may be exercised in accordance with the provisions of Section 14 hereof,
and to otherwise accelerate the time during which an Option may be exercised, in each case notwithstanding the provisions in the Option Agreement (as defined in Section 11 hereof) stating the time during which it may be exercised; (vii) to exercise,
terminate or waive any repurchase rights of the Company with respect to Shares; (viii) to reissue the Plan and related benefits hereunder as a direct plan of a subsidiary or subsidiaries, converting the Options and Shares issued under this Plan to
options and shares of such subsidiary or subsidiaries, as the case may be; (ix) to prescribe, amend and rescind rules relating to the Plan; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the
grant of an Option previously granted by the Committee; (xi) to determine the rights and obligations of Participants under the Plan; and (xii) to make all other determinations deemed necessary or advisable for the administration of the Plan.

  
 (c) Binding Determinations. Any action
taken by, or inaction of, the Company, the Board or the Committee relating or pursuant to this Plan (including, without limitation, any determination of Fair Market Value and Repurchase Price (as such terms may be defined in the applicable Option
Agreement (as defined in Section 11)) will be within the sole discretion of that entity or body and will be conclusive and binding upon all persons. Subject only to compliance with the express provisions hereof, the Board and Committee may act in
their sole discretion in matters within their authority related to this Plan. 
  
 (d) Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Committee or the Board, as the case may be, may obtain and may rely upon the advice of experts,
including employees of and professional advisors to the Company. 
  
 (e) Delegation. The Committee may delegate ministerial, non-discretionary functions to individuals who are officers, employees or agents of the Company. 
  
 (f) No Liability. No director, officer or agent of
the Company will be liable for any action, omission or decision under this Plan taken, made or omitted in good faith. 
  

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 Section 5. Shares Subject to Plan. 
  
 (a) Shares Available. The only capital stock that may be delivered under the Plan will be the Shares.

  
 (b) Share Limits. The aggregate number
of Shares for which Options may be granted pursuant to the Plan shall be 2,500,000. Such number shall be automatically adjusted for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other
similar transaction of the Company. The number of Shares which may be purchased by a Participant upon exercise of each Option shall be determined by the Committee and set forth in each Option Agreement. Upon the expiration or termination, in whole
or in part, for any reason of an outstanding Option or any portion thereof which shall not have vested or shall not have been exercised in full, or in the event Shares are tendered as payment of the Option exercise price or any Shares acquired
pursuant to the Plan are reacquired by the Company, (a) any Shares which have not been purchased (b) Shares tendered as payment of the Option exercise price or (c) the Shares reacquired, as the case may be, shall again become available for the
granting of additional Options under the Plan. 
  
 Section 6.
Restrictions on Grants; Vesting of Options. Notwithstanding any other provisions set forth herein or in any Option Agreement, no Options may be granted under the Plan subsequent to ten (10) years from the date hereof. Each Option shall grant
the Participant the right to purchase a specified number of Shares at a price determined by the Committee, as such price or the basis upon which price is determined is set forth in each respective Option Agreement (the “Exercise
Price”). The shares of Common Stock subject to Options granted under the Plan will become exercisable in three equal annual installments with the first installment exercisable one year from the date of grant of the Option and have a term of
seven years from the date of grant. If the Participant is a 10% stockholder of the Company (as defined in Section 422(b)(6) of the Code) at the time such Participant is granted an Incentive Stock Option, the Exercise Price shall be not less than
110% of the fair market value of such Shares on the date of grant of the Option. Such fair market value shall be determined by the Committee on the basis of such evidence as it deems appropriate in its sole discretion. 
  
 Section 7. Exercise of Options and Option Period. 
  
 (a) Exercise. Once vested, the Options may be
exercised by the Participant by (i) giving written notice to the Company specifying the number of Shares to be purchased and accompanied by payment of the full Exercise Price therefor in cash, by check or in such other form of lawful consideration
as the Committee may approve from time to time, including without limitation and in the sole discretion of the Committee, the assignment in transfer by the Participant to the Company of outstanding shares of Common Stock theretofore held by the
Participant in a manner intended to comply with the provisions of Rule 16b-3 under the Exchange Act, if applicable, (ii) if required by the Committee, delivering an agreement to be bound by the terms and provisions of that certain Stockholders
Agreement by and among the Company, FS Equity Partners V, L.P., Gregg Investment Corporation, LLC, Jerry W. Throgmartin, 

  

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Gregg William Throgmartin and Dennis L. May dated February 3, 2005, as amended (the “Stockholders Agreement”) and (iii) satisfying any other
requirements set forth herein or in the applicable Option Agreements. 
  
 (b) Option Period. Any Option and all rights thereunder shall expire not more than seven (7) years after the date of grant; provided that, the Options will be subject to earlier termination as set forth in
Sections 13 and 14 hereof. 
  
 Section 8. Transfer and other
Limitations on Options and Shares. 
  
 (a)
Limits On Exercise and Transfer. Except as expressly provided in (or pursuant to) Section 8(b), by applicable law or by the Option Agreement, as the same may be amended: 
  
 (i) all Options are non-transferable and will not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; 
  
 (ii) Options must be exercised only by the Participant; and 
  
 (iii) Shares issuable pursuant to an Option must be delivered only to (or for the account of) the Participant. 
  
 In addition, the Shares shall be subject to the restrictions imposed in the applicable Option Agreement. 
  
 (b) Exceptions to Limits on Exercise and Transfer.
The exercise and transfer restrictions in Section 8(a) will not apply to: 
  
 (i) transfers to the Company; 
  
 (ii) the designation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by the Participant’s beneficiary, or, in the absence of a validly
designated beneficiary, transfers by will or the laws of descent and distribution; or 
  
 (iii) if the Participant has suffered a disability, transfers or exercises on behalf of the Participant by the Participant’s duly
authorized legal representative in accordance with the applicable Option Agreement. 
  
 Section 9. Limitations on Grants and Terms of Incentive Stock Options. 
  
 (a) $100,000 Limit. The aggregate fair market value (determined as of the time an Option is granted) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by any Participant in any calendar year under this Plan and any other incentive stock option plans of the Company, its parent and its subsidiaries (as defined in Section 422(e) and
422(f) of the Code respectively) (which qualify under Section 422 of the Code) shall not exceed $100,000. 
  

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 (b) Other Code Limits. Incentive Stock Options may only be granted to employees of
the Company that satisfy the other eligibility requirements of the Code. There will be imposed in any Option Agreement relating to Incentive Stock Options such other terms and conditions as from time to time are required in order that the Option be
an Incentive Stock Option under Section 422 of the Code. 
  
 Section 10. Adjustments Upon Recapitalization or Reorganization. 
  
 (a) Adjustments. Subject to Section 13(b) hereof, if the outstanding shares of Common Stock of the Company are changed into, or
exchanged for, a different number or kind of shares or securities of the Company through any capital reorganization or reclassification, or if the number of outstanding shares is changed through a stock split or stock dividend, an appropriate
adjustment shall be made by the Committee in the number, kind or exercise price of shares as to which Options may be granted under the Plan. A corresponding adjustment shall likewise be made in the number, kind or exercise price of shares with
respect to which unexercised Options have theretofore been granted. Any such adjustment in an outstanding Option, however, shall be made without change in the total price applicable to the unexercised portion of the Option but with a corresponding
adjustment in the price for each Share covered by the Option. In making such adjustments, or in determining that no such adjustments are necessary, the Committee may rely upon the advice of counsel and accountants to the Company, and the good faith
determination of the Committee shall be final, conclusive and binding. No fractional shares of stock shall be issued or issuable under the Plan on account of any such adjustment. 
  
 (b) Related Matters. Any adjustment made pursuant to this Section 10 shall be determined and made, if
at all, by the Committee and shall include any correlative modification of terms which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective Options are not substantially diminished nor
enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this Section 10. No adjustment of an Option exercise price per share pursuant to this Section 10 shall result in an exercise price which is less than
the par value of the Common Stock. 
  
 Section 11. Option
Agreement. Each Option granted under the Plan shall be evidenced by a written option agreement (an “Option Agreement”) executed by the Company and the Participant which (a) shall contain each of the provisions and agreements
herein specifically required to be contained therein; (b) shall contain provisions which give the Company (or its designee) a right of first refusal to purchase any Shares issued pursuant to the exercise of Options granted under the Plan which a
Participant proposes to sell; (c) shall contain certain repurchase rights of the Company; and (d) may contain such other terms and conditions as the Committee deems desirable and which are not inconsistent with the Plan. 
  
 Section 12. Privileges of Stock Ownership. Persons entitled to
exercise any Options granted under this Plan shall have all of the rights or privileges of a shareholder of the Company in respect of any shares of Common Stock issuable upon exercise of 

  

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such Option from and after the date of exercise of an Option. No Shares shall be issued and delivered upon exercise of any Option unless and until, in the
opinion of counsel for the Company, there shall have been full compliance with any applicable registration requirements of the Securities Act, any applicable listing requirements of any national securities exchange or automated quotation system on
which the Common Stock is then listed or quoted, and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. The Company agrees to take all actions reasonably necessary to comply with all such
requirements. 
  
 The Company agrees that Shares issued upon the
exercise of Options shall, at the time of delivery, be validly issued and outstanding, fully paid and nonassessable. The Company covenants and agrees that it will pay, when due and payable, any and all federal and state stamp, original issue, or
similar taxes which may be payable in respect of the issue of the Option or of Shares upon the exercise thereof. 
  
 Section 13. Termination of Options. 
  
 (a) Each Option granted under the Plan shall set forth a termination date thereof, which shall be not later than seven (7) years from the
date such Option is granted subject to earlier termination as set forth in Section 13(b), or Section 14 hereof, or as otherwise set forth in each particular Option Agreement; provided, however, with respect to Incentive Stock Options, such
termination shall be not later than five (5) years from the date such Option is granted if the Participant is a 10% stockholder of the Company (as defined in Section 422(b)(6) of the Code) at the time such Option is granted. An Incentive Stock
Option shall contain any termination events required by Section 422 of the Code. The termination of employment, or service as a director, officer or consultant, of a Participant for any reason shall not accelerate or otherwise increase the number of
Shares which may be purchased upon exercise of an Option; following such termination, the Option may only be exercised in accordance with the applicable Option Agreement and with respect to that number of Shares which could have been purchased under
the Option had the Option been exercised by the Participant on the date of such termination. 
  
 (b) Subject to Section 14 hereof (i) upon the dissolution, liquidation or sale of all or substantially all of the business, properties and
assets of the Company, (ii) upon any reorganization, merger, consolidation, sale or exchange of securities in which the Company does not survive (other than a merger whereby the Company merely reincorporates in another jurisdiction), or (iii) upon
any sale (of more than fifty percent (50%) of the Company’s outstanding shares of Common Stock), reorganization, merger, consolidation or exchange of securities in which the Company does survive and any of the Company’s stockholders have
the opportunity to receive cash, securities of another corporation, partnership or limited liability company and/or other property in exchange for their capital stock of the Company, or (iv) upon any acquisition by any person or group (as defined in
Section 13(d) of the Exchange Act) of beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the Company’s total combined voting power after the date of adoption of this plan (each of the events 

  

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described in clauses (i), (ii), (iii) or (iv) is referred to herein as an “Extraordinary Event”), the Plan and each outstanding Option shall
terminate. In such event each Participant shall have the right, by giving notice ten (10) days before the effective date of such Extraordinary Event (the “Effective Date”), to exercise on or before the Effective Date, in whole or in
part, any unexpired Option issued to the Participant, to the extent that said Option is vested as of the Effective Date and exercisable as of the Effective Date, and otherwise is vested and exercisable pursuant to the provisions of said Option and
of Section 6 of the Plan. 
  
 Section 14. Acceleration of
Options. 
  
 (a) Acceleration.
Notwithstanding the provisions of Section 6 or Section 13 hereof, or any provision to the contrary contained in a particular Option Agreement, the Committee, in its sole discretion, may accelerate the vesting of all or any portion of any Option then
outstanding. The decision by the Committee to accelerate an Option or to decline to accelerate an Option shall be final. In the event of the acceleration of the exercisability of Options as the result of a decision by the Committee pursuant to this
Section 14, each outstanding Option so accelerated shall be exercisable for a period from and after the date of such acceleration and upon such other terms and conditions as the Committee may determine in its sole discretion, provided that such
terms and conditions (other than terms and conditions relating solely to the acceleration of exercisability and the related termination of an Option) may not materially adversely affect the rights of any Participant without the consent of the
Participant so materially adversely affected. Any outstanding Option which has not been exercised by the holder at the end of such period shall terminate automatically at that time. 
  
 (b) Possible Rescission of Acceleration. If the vesting of an Option has been accelerated in
anticipation of an event and the Committee or the Board later determines that the event will not occur, the Committee may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested Options. 
  
 (c) Recapitalization Exception. Any discretion with
respect to the events addressed in Section 13 or 14 shall be limited to the extent required by applicable accounting requirements in the case of a transaction intended to be accounted for as a recapitalization transaction. 
  
 Section 15. Substitute Options. If the Company at any time should
succeed to the business of another entity through a merger, consolidation, corporate reorganization or exchange, or through the acquisition of stock or assets of such entity or its subsidiaries or otherwise, Options may be granted under the Plan to
option holders of such entity or its subsidiaries, in substitution for options to purchase Shares in such entity held by them at the time of succession. The Committee, in its sole and absolute discretion, shall determine the extent to which such
substitute Options shall be granted (if at all), the person or persons to receive such substitute Options (who need not be all option holders of such entity), the number of Options to be received by each such person, the exercise price of such
Option and the other terms and conditions of such substitute Options. 
  

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 Section 16. Withholding Of Taxes. The Company may deduct and withhold from the wages, salary,
bonus and other income paid by the Company to the Participant the requisite tax upon the amount of taxable income, if any, recognized by the Participant in connection with the exercise in whole or in part of any Option or the sale of the Shares
issued to the Participant upon the exercise of an Option, as may be required from time to time under any federal or state tax laws and regulations. This withholding of tax shall be made from the Company’s concurrent or next payment of wages,
salary, bonus or other income to the Participant or by payment to the Company by the Participant of the required withholding tax, as the Committee may determine; provided, however, that, in the sole discretion of the Committee, the Participant may
pay such tax by reducing the number of Shares issued upon exercise of an Option (for which purpose such Shares shall be valued at fair market value as determined by the Committee on the basis of such evidence as it deems appropriate in its sole
discretion). Notwithstanding the foregoing, the Company shall not be obligated to issue certificates representing the shares of Common Stock to be acquired through the exercise of such Option if such Participant fails to provide the Company with
adequate assurance that such Participant will pay such amounts to the Company as herein above required. Participants shall notify the Company in writing of any amounts included as income in the Participants’ federal income tax returns in
connection with an Option. 
  
 Section 17. Compliance with
Laws. 
  
 (a) General. This Plan, the
granting and vesting of Options under this Plan, the offer, issuance and delivery of the Shares, the payment of money under this Plan or under Options are subject to compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities laws and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable
in connection therewith. In addition, any securities delivered under this Plan may be subject to any special restrictions that the Committee may require to preserve recapitalization treatment under generally accepted accounting principles. Any
Shares issued by the Company upon exercise of an Option granted hereunder shall be subject to (w) a right of first refusal of the Company with respect to all Shares proposed to be transferred by Participant, (x) certain repurchase rights of the
Company, (y) certain drag-along rights and (z) certain other restrictions, in each case as set forth in each particular Option Agreement. 
  
 (b) The person acquiring any securities under this Plan will, if requested by the Company, provide such assurances and representations to
the Company as the Committee may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Company shall deliver annually to Participants such financial statements of the Company as are required to
satisfy applicable securities laws. 
  
 (c)
Compliance with Securities Laws. No Participant shall sell, pledge or otherwise transfer Shares acquired pursuant to an Option or any interest in such Shares 

  

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except in accordance with the express terms of this Plan and the applicable Option Agreement. Any attempted transfer in violation of this Section 17 shall be
void and of no effect. Without in any way limiting the provisions set forth above, no Participant shall make any disposition of all or any portion of Shares acquired or to be acquired pursuant to an Option, except in compliance with all applicable
federal and state securities laws and unless and until: 
  
 (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 
  
 (ii) such disposition is made in accordance with Rule 144
under the Securities Act; or 
  
 (iii) the
Participant notifies the Company of the proposed disposition and furnishes the Company with a statement of the circumstances surrounding the proposed disposition, and, if requested by the Company, furnishes to the Company an opinion of counsel
acceptable to the Company’s counsel, that such disposition will not require registration under the Securities Act and will be in compliance with all applicable state securities laws. 
  
 Notwithstanding anything else herein to the contrary, the Company has no obligation to register the Shares or file any registration
statement under either federal or state securities laws, nor does the Company make any representation concerning the likelihood of a public offering of the Shares or any other securities of the Company. 
  
 (d) Share Legends. All certificates evidencing Shares
issued or delivered under this Plan shall bear the following legends and/or any other appropriate or required legends under applicable laws: 
  
 “OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER
UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE COMPANY, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION.” 
  
 “THE SHARES ARE SUBJECT TO THE COMPANY’S RIGHT OF FIRST REFUSAL, COMPANY’S RIGHT TO REPURCHASE AND CERTAIN OBLIGATIONS TO SELL UNDER THE
COMPANY’S 2005 STOCK OPTION PLAN AND AGREEMENTS WITH THE COMPANY THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE COMPANY.” 
  

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 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES
LAWS.” 
  
 Section 18. Effectiveness and Termination of
the Plan. The Plan shall be effective as of the date on which this Plan is approved by the Board. The Plan shall terminate at the earliest of the time when all Shares which may be issued hereunder have been so issued. However, the Board may, in
its sole discretion, terminate the Plan at any prior time. Subject to Section 13 hereof, no such termination shall in any way affect any Option then outstanding. 
  
 Section 19. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which
the Board makes the determination granting such an Option. Notice of the determination shall be given to each Participant to whom an Option is so granted within a reasonable time after the date of such grant. 
  
 Section 20. Amendment of Plan. Subject to Section 14, the Committee
may make such amendments to the Plan as it shall deem advisable. Subject to Section 14, no amendment shall materially adversely affect any Option then outstanding, without the consent of the Participant so materially adversely affected. 

 
 Section 21. Leaves of Absence. For purposes of the Plan, a
Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Company during such leave of absence. 
  
 Section 22. No Obligation to Exercise Option. The granting of an Option shall impose no obligation on the Participant to exercise such Option.

  
 Section 23. Indemnification. In addition to such other
rights of indemnification as they may have as members of the Board of Directors, the members of the Committee shall be indemnified by the Company to the fullest extent permitted by law against the reasonable expenses, including attorney’s fees,
actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder, 

  

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and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such Committee member is not entitled to indemnification under applicable law; provided, however, that within sixty (60) days after institution of any such action, suit or proceeding such Committee
member shall in writing offer the Company the opportunity, at the Company’s expense to handle and defend the same, and such Committee member shall cooperate with and assist the Company in the defense of any such action, suit or proceeding. The
Company shall not be obligated to indemnify any Committee member with regard to any settlement of any action, suit or proceeding to which the Company did not consent to in writing prior to such settlement. 
  
 Section 24. Not an Employment or Consulting Agreement. Nothing
contained in the Plan or in any Option Agreement shall confer, intend to confer or imply any right of employment or right to continued employment by, or rights to a continued relationship with, the Company in favor of any Participant or limit the
ability of the Company to terminate, with or without cause, in its sole and absolute discretion, the employment of any Participant, subject to the terms of any written employment to which a Participant is a party. In addition, nothing contained in
the Plan or in any Option Agreement shall preclude any lawful action by the Company or the Board. 
  
 Section 25. Miscellaneous. 
  
 (a) Choice of Law. This Plan, the Options, all documents evidencing Options and all other related documents will be governed by,
and construed in accordance with, the laws of the State of Indiana. 
  
 (b) Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan will continue in effect provided that the essential economic terms of
this Plan and any Option granted under it can still be enforced. 
  
 (c) Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to
the construction or interpretation of this Plan or any provision thereof. 
  
 (d) Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to limit the authority of the Board or the Committee to grant awards or authorize any other compensation, with or without reference to
the Shares, under any other plan or independent authority. 
  
 (e) No Restriction on Corporate Powers. The existence of the Plan and the awards granted hereunder shall not affect or restrict in anyway the right or power of the Board or the shareholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Company’s capital stock or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding.

  

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