EX-4.2




 Exhibit 4.2 

MARINEMAX, INC. 
 2021
STOCK-BASED COMPENSATION PLAN 
 1. Purpose. The purpose of this Plan is to assist the Company and its Related
Entities in attracting, motivating, retaining and rewarding high-quality Employees, officers, Directors, and Consultants by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of
interests between such persons and the Company’s shareholders and providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareholder value. 

The Company previously granted stock and stock-based awards to participants under the Company’s 2007 Incentive Compensation Plan (the
“2007 Plan”) and 2011 Stock-Based Compensation Plan (the “2011 Plan” and together with the 2007 Plan, the “Prior Plans”). The awards granted pursuant to the terms of the Prior Plans that remain outstanding as of the
Effective Date shall not be affected or modified by this Plan. 
 2. Definitions. For purposes of the Plan, the
following terms shall be defined as set forth below. 
 (a) “2007 Plan Award” means a stock award granted under the 2007 Plan.

 (b) “2011 Plan Award” means a stock award granted under the 2011 Plan. 

(c) “Award” means any award granted to a Participant pursuant to the terms of this Plan, including an Option, Stock Appreciation
Right, Restricted Stock, Stock Unit, Stock granted as a bonus or in lieu of another award, Dividend Equivalent, and Other Stock-Based Award or Performance Award, together with any other right or interest. 

(d) “Award Agreement” means the written agreement between the Company and a Participant evidencing an Award granted under the
Plan. 
 (e) “Beneficiary” means the person, persons, trust, or trusts that have been designated by a Participant in his or
her most recent written beneficiary designation filed with the Plan Administrator to receive the benefits specified under the Plan upon such Participant’s death or to which Awards or other rights are transferred if and to the extent permitted
under Section 10(b) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust, or trusts entitled by will or the laws of
descent and distribution to receive such benefits. 
 (f) “Beneficial Owner,” “Beneficially Owning,” and
“Beneficial Ownership” shall have the meanings ascribed to such terms in Rule 13d-3 under the Exchange Act and any successor to such Rule. 

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

(h) “Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any
definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause” or “for cause” set forth in any employment, consulting, change in control, or other agreement for the
performance of services between the Participant and the Company or a Related Entity or, in the absence of any such definition in such agreement, such term shall mean (i) the failure by the Participant to perform his or her duties as assigned by
the Company (or a Related Entity) in a reasonable manner, (ii) any violation or breach by the Participant of his or her employment, consulting, or other similar agreement with the Company (or a Related Entity), if any, (iii) any violation
or breach by the Participant of his or her confidential information and invention assignment, non-competition, non-solicitation,
non-disclosure, and/or other similar agreement with the Company or a Related Entity, if any, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company (or a Related Entity),
(v) any material violation or breach by the Participant of the Company’s or a Related Entity’s policy for employee conduct, if any, (vi) use of alcohol, drugs, or other similar substances in a manner that adversely affects the
Participant’s work performance, or (vii) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. The good faith determination by the Plan
Administrator of whether the Participant’s Continuous Service was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder. 











 (i) “Change in Control” means and shall be deemed to have occurred on the
earliest of the following events: 
 (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
obtains direct or indirect “Beneficial Ownership” of fifty percent (50%) or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding Voting Stock; 

(ii) the consummation of a merger, consolidation, reorganization, or similar transaction other than a transaction (1) in which
substantially all of the holders of Company’s Voting Stock hold or receive directly or indirectly fifty percent (50%) or more of the voting stock of the resulting entity or a parent company thereof, in substantially the same proportions as
their ownership of the Company immediately prior to the transaction; or (2) in which the holders of Company’s capital stock immediately before such transaction will, immediately after such transaction, hold as a group on a fully diluted
basis the ability to elect at least a majority of the directors of the surviving corporation (or a parent company); 
 (iii) the Company
undergoes a liquidation or dissolution or there is consummated a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license, or
other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an entity, fifty percent (50%) or more of the combined voting power of the voting securities of which are owned by the shareholders
of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or 

(iv) individuals who, on the date this Plan is adopted by the Board, are Directors (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Directors; provided, however, that if the appointment or election (or nomination for election) of any new Director was approved or recommended by a majority vote of the members of the Incumbent Board then still
in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. 
 For purposes of
determining whether a Change in Control has occurred, a transaction includes all transactions in a series of related transactions, and terms used in this definition but not defined are used as defined in the Plan. The term Change in Control shall
not include a sale of assets, merger, or other transaction effected exclusively for the purpose of changing the domicile of the Company. 

Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an
individual written agreement between the Company and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous
term is set forth in such an individual written agreement, the foregoing definition shall apply). 
 (j) “Code” means the Internal
Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto. 
 (k)
“Committee” means a committee designated by the Board to administer the Plan with respect to at least a group of Employees, Directors, or Consultants. 

(l) “Company” means MarineMax, Inc., a Delaware corporation. 

(m) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such
person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 











 (n) “Continuous Service” means uninterrupted provision of services to the Company
or any Related Entity in the capacity as either an officer, Employee, Director, or Consultant. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company,
any Related Entities, or any successor entities, in the capacity as either an officer, Employee, Director, or Consultant or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in the
capacity as either an officer, Employee, Director, or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. 

(o) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following events: 
 (i) a sale, lease, exclusive license, or other disposition of a substantial portion of the consolidated assets
of the Company and its Subsidiaries, as determined by the Plan Administrator, in its discretion; 
 (ii) a sale or other disposition of more
than twenty percent (20%) of the outstanding securities of the Company; or 
 (iii) a merger, consolidation, reorganization, or similar
transaction, whether or not the Company is the surviving corporation. 
 (p) “Covered Employee” means an individual who is a
Covered Employee for purposes of the Section 162(m) Exception. 
 (q) “Director” means a member of the Board or the board of
directors of any Related Entity. 
 (r) “Disability” means a permanent and total disability (within the meaning of
Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Plan Administrator. 
 (s) “Dividend
Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other Awards, or other property equal in value to dividends paid with respect to a specified number of Shares or other periodic
payments. 
 (t) “Effective Date” means the effective date of this Plan, which shall be the date this Plan is adopted by the Board,
subject to the approval of the shareholders of the Company. 
 (u) “Eligible Person” means each officer, Director, Employee, or
Consultant. The foregoing notwithstanding, only employees of the Company, any Parent, or any Subsidiary shall be Eligible Persons for purposes of receiving Incentive Stock Options. An Employee on leave of absence may be considered as still in the
employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan. 
 (v) “Employee” means any
person, including an officer or Director, who is treated as an employee on the books and records of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute
“employment” by the Company. 
 (w) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, including rules thereunder and successor provisions and rules thereto. 
 (x) “Fair Market Value” means the fair market value
of Shares, Awards, or other property as determined by the Plan Administrator, or under procedures established by the Plan Administrator. Unless otherwise determined by the Plan Administrator, the Fair Market Value of Shares as of any given date,
after which the Shares are publicly traded on a stock exchange or market, shall be the closing sale price per share reported on a consolidated basis for stock listed on the principal stock exchange or market on which Shares are traded on the date as
of which such value is being determined or, if there is no sale on that date, then on the last previous day on which a sale was reported. 











 (y) “Good Reason” shall, with respect to any Participant, have the meaning
specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Good Reason” shall have the equivalent meaning (or the same meaning as “good reason” or “for good reason”) set forth in any
employment, consulting, change in control, or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such definition in such agreement(s), such term shall mean
(i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities as assigned by
the Company (or a Related Entity) or any other action by the Company (or a Related Entity) that results in a material diminution in such position, authority, duties, or responsibilities, excluding for this purpose an isolated, insubstantial, and
inadvertent action not taken in bad faith and which is remedied by the Company (or a Related Entity) promptly after receipt of notice thereof given by the Participant; (ii) any failure by the Company (or a Related Entity) to comply with its
obligations to the Participant as agreed upon, other than an isolated, insubstantial, or inadvertent failure not occurring in bad faith and which is remedied by the Company (or a Related Entity) promptly after receipt of notice thereof given by the
Participant; (iii) the Company’s (or Related Entity’s) requiring the Participant to be based at any office or location more than fifty (50) miles from the location of employment as of the date of Award, except for travel
reasonably required in the performance of the Participant’s responsibilities; (iv) any purported termination by the Company (or a Related Entity) of the Participant’s Continuous Service otherwise than for Cause, as defined in
Section 2(h), death, or by reason of the Participant’s Disability as defined in Section 2I; or (v) any reduction in the Participant’s base salary (unless such reduction is part of Company-wide reduction that affects a
majority of the persons of comparable level to the Participant). 
 (z) “Incentive Stock Option” means any Option intended to meet
the requirements of an incentive stock option within the meaning of Section 422 of the Code or any successor provision thereto. 
 (aa) “Non-Employee Director” means a Director who is not an Employee. 
 (bb) “Non-Qualified Stock Option” means any Option that is not designated as an incentive stock option within the meaning of Section 422 of the Code or any successor provision thereto. 

(cc) “Option” means a right, granted to a Participant under Section 6(b) hereof, to purchase Shares at a specified price during
specified time periods. 
 (dd) “Other Stock-Based Awards” means Awards granted to a Participant pursuant to Section 6(i)
hereof. 
 (ee) “Parent” means any corporation (other than the Company), whether now or hereafter existing, in an unbroken chain of
corporations ending with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing fifty percent (50%) or more of the combined voting power of all classes of stock in one of the other corporations in
the chain. 
 (ff) “Participant” means a person who has been granted an Award under the Plan that remains outstanding, including a
person who is no longer an Eligible Person. 
 (gg) “Performance Award” means a right, granted to an Eligible Person under Sections
6(h) hereof, to receive Awards based upon performance criteria specified by the Plan Administrator. 
 (hh) “Performance Period”
means that period established by the Plan Administrator at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Plan Administrator with respect to such Award are to be measured. 

(ii) “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, and shall include a “group” as defined in Section 12(d) thereof. 
 (jj) “Plan” means this MarineMax, Inc.
2021 Stock-Based Compensation Plan as set forth herein and as it may be amended from time to time. 











 (kk) “Plan Administrator” means the Board or any Committee delegated by the Board
to administer the Plan. There may be different Plan Administrators with respect to different groups of Eligible Persons. 
 (ll)
“Related Entity” means any Parent, Subsidiary, and any business, corporation, partnership, limited liability company, or other entity designated by the Plan Administrator in which the Company, a Parent, or a Subsidiary, directly or
indirectly, holds a substantial ownership interest. 
 (mm) “Restricted Stock” means a share of Stock granted to a Participant
under Section 6(d) hereof, that may be subject to certain restrictions, including a risk of forfeiture. 
 (nn) “Rule 16b-3” and “Rule 16a-1(c)(3)” means Rule 16b-3 and
Rule 16a-1(c)(3), as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. 

(oo) “Share” means a share of the Company’s Common Stock, and the share of such other securities as may be substituted (or
resubstituted) for Stock pursuant to Section 10(c) hereof. 
 (pp) “Stock” means the Company’s Common Stock, and such
other securities as may be substituted (or resubstituted) for the Company’s Common Stock pursuant to Section 10(c) hereof. 
 (qq)
“Stock Appreciation Right” means a right granted to a Participant pursuant to Section 6(c) hereof. 
 (rr) “Stock
Unit” means a right, granted to a Participant pursuant to Section 6(e) hereof, to receive Shares, cash, or a combination thereof at a future date. 

(ss) “Subsidiary” means any corporation (other than the Company), whether now or hereafter existing, in an unbroken chain of
corporations beginning with the Company, if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain. 
 (tt) “Voting Stock” means the stock of the Company with a right to vote for the election
of Directors. 
 3. Administration. 

(a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as
provided in Section 3(c). The Board and/or Committee(s) administering the Plan shall be the Plan Administrator. 
 (b) Powers of the
Plan Administrator. The Plan Administrator shall have the following powers, subject to, and within the limitations of, the express provisions of the Plan: 

(i) Subject to Section 3(g) below, to determine from time to time the Eligible Persons who shall be granted Awards; when and how each
Award shall be granted; what type or combination of types of Award shall be granted; the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Shares or cash pursuant
to an Award; and the number of Shares or amount of cash with respect to which an Award shall be granted to each such person. 
 (ii) To
construe and interpret the Plan and Awards granted under it and to establish, amend, and revoke rules and regulations for its administration. The Plan Administrator, in the exercise of this power, may correct any one or more defects, omissions, or
inconsistencies in the Plan or in any Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 

(iii) To amend the Plan or an Award as provided in Section 10(e). 

(iv) To terminate or suspend the Plan as provided in Section 10(e). 











 (v) To adopt such modifications, procedures, and subplans as may be necessary or desirable
to comply with provisions of the laws of foreign countries in which the Company or Related Entities may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the
objectives of the Plan. 
 (vi) Generally, to exercise such powers and to perform such acts as the Plan Administrator deems necessary or
appropriate to promote the best interests of the Company and that are not in conflict with the provisions of the Plan. 
 (c) Delegation to
Committee. The Board may delegate administration of the Plan to a Committee or Committees of three or more members of the Board. The term “Committee” shall apply to any person or persons to whom such authority has been delegated. If
administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, to the extent delegated by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish
the Committee at any time and return to the Board the authority to administer the Plan. 
 In the discretion of the Board, the Committee may
consist solely of two or more Non-Employee Directors in accordance with Rule 16b-3. In addition, the Plan administrator may delegate to a committee of two or more
members of the Board the authority to grant Awards to Eligible Persons who are not then subject to Section 16 of the Exchange Act. 

(d) Effect of Plan Administrator’s Decision. All determinations, interpretations, and constructions made by the Plan Administrator shall
be made in good faith and shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 
 (e)
Arbitration. Any dispute or claim concerning any Award granted (or not granted) pursuant to the Plan or any disputes or claims relating to or arising out of the Plan shall be fully, finally, and exclusively resolved by binding and confidential
arbitration conducted pursuant to the rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in the nearest city in which JAMS conducts business to the city in which the Participant is employed by the Company. The Company
shall pay all arbitration fees. In addition to any other relief, the arbitrator may award to the prevailing party recovery of its attorneys’ fees and costs. By accepting an Award, the Participant and the Company waive their respective rights to
have any such disputes or claims tried by a judge or jury. 
 (f) Limitation of Liability. The Board and any Committee(s), and each member
thereof, who act as the Plan Administrator, shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or Employee, the Company’s independent auditors, Consultants, or any other
agents assisting in the administration of the Plan. Members of the Board and any Committee(s), and any officer or Employee acting at the direction or on behalf of the Board and any Committee(s), shall not be personally liable for any action or
determination taken or made in good faith with respect to the Plan and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination. 

(g) Administration of the Plan For Non-Employee Directors. Notwithstanding the foregoing, the grant of
all Awards to the Non-Employee Directors shall be approved by a majority of the Directors who qualify as independent under the rules of the principal stock exchange or market on which Shares are traded or a
Committee composed solely of such independent Directors. 
 4. Shares Issuable Under the Plan. 

(a) Number of Shares Available for Issuance Under Plan. Subject to adjustment as provided in Section 10(c) hereof, the total number of
Shares which may be issued under this Plan and are reserved and available for issuance in connection with Awards (including Incentive Stock Options) shall be 1,000,000 Shares. In addition, any shares available for issuance under the 2011 Plan that
are not subject to an outstanding award under the 2011 Plan or the 2007 Plan as of the date of shareholder approval of this Plan shall be reserved and available for issuance in connection with Awards (including Incentive Stock Options) under this
Plan. For the avoidance of doubt, as of the Effective Date, no Shares are available for grants of awards pursuant to the terms of the 2011 Plan or the 2007 Plan. Any Shares issued under this Plan may consist, in whole or in part, of authorized and
unissued shares or treasury shares. 











 (b) Availability of Shares Not Issued pursuant to Awards. 

(i) If any Shares subject to an Award, a 2011 Plan Award or a 2007 Plan Award are forfeited, expire, or otherwise terminate without issuance
of such Shares, any Award, 2011 Plan Award or 2007 Plan Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, 2011 Plan Award or 2007 Plan Award, the Shares shall, to the
extent (and at the time) of such forfeiture, expiration, termination, cash settlement, or non-issuance, be available for Awards under the Plan, subject to Section 4(b)(iii) below. 

(ii) If any Shares issued pursuant to an Award, 2011 Plan Award or a 2007 Plan Award are forfeited back to or repurchased by the Company,
including, but not limited to, any repurchase or forfeiture caused by the failure to meet a contingency or condition required for the vesting of such shares, then the Shares forfeited or repurchased shall at such time revert to and become available
for issuance under the Plan, subject to Section 4(b)(iii) below. 
 (iii) Notwithstanding anything in this Section 4(b) to the
contrary, solely for purposes of determining whether Shares are available for the grant of Incentive Stock Options, the maximum aggregate number of Shares that may be granted under this Plan through Incentive Stock Options shall be determined
without regard to any Shares restored pursuant to this Section 4(b) that, if taken into account, would cause the Plan, for purposes of the grant of Incentive Stock Options, to fail the requirement under Code Section 422 that the Plan
designate a maximum aggregate number of shares that may be issued. 
 (c) Application of Limitations. The limitation contained in this
Section 4 shall apply not only to Awards that are settled by the delivery of Shares but also to Awards relating to Shares but settled only in cash (such as cash-only Stock Appreciation Rights). The Plan Administrator may adopt reasonable
counting procedures to ensure appropriate counting, and avoid double counting (as, for example, in the case of tandem or substitute awards) and may make adjustments if the number of Shares actually delivered differs from the number of shares
previously counted in connection with an Award. 
 5. Eligibility; Per-Person Award Limitations.

 Awards may be granted under the Plan only to Eligible Persons. 

In any one calendar year, an Eligible Person may not be granted Awards under which more than fifty percent (50%) of the total number of
Shares reserved for issuance under the Plan (whether or not issued) could be received by the Participant, subject to adjustment as provided in Section 10(c). In addition, the maximum dollar value payable in cash to any one Participant with
respect to Performance Awards vesting based on the performance objectives of Section 7 is $5,000,000 per calendar year. 
 6. Terms
of Awards. 
 (a) General. Awards may be granted on the terms and conditions set forth in this Section 6. The terms of an Award
shall be set forth in an Award Agreement to the extent set forth in this Plan. In addition, the Plan Administrator may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the Plan Administrator shall determine, including terms requiring forfeiture of Awards in the event of termination of the Participant’s Continuous Service and terms
permitting a Participant to make elections relating to his or her Award. The Plan Administrator shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the
Plan. The provisions of the Award Agreements entered into under the Plan with respect to the same type of Award need not be identical. 











 (b) Options. The Plan Administrator is authorized to grant Options to any Eligible Person on
the following terms and conditions: 
 (i) Stock Option Agreement. Each grant of an Option shall be evidenced by an Award Agreement. Such
Award Agreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions, which are not inconsistent with the Plan and which the Plan Administrator deems appropriate for inclusion in
the Award Agreement. 
 (ii) Number of Shares. The Plan Administrator shall determine and each Award Agreement shall specify the number of
Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 10(c) hereof. The Award Agreement shall also specify whether the Stock Option is an Incentive Stock Option or a Non-Qualified Stock Option. 
 (iii) Exercise Price. 

 

	 	(A)	 In General. The Plan Administrator shall determine and each Award Agreement shall state the price at which
Shares subject to the Option may be purchased (the “Exercise Price”), which shall be not less than 100% of the Fair Market Value of the Stock on the date of grant. 



 

	 	(B)	 Ten Percent Shareholder. If a Participant owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Parent or Subsidiary, any Incentive Stock Option granted to such Employee must have an exercise price per
Share of at least 110% of the Fair Market Value of a Share on the date of grant. 


 (iv) Time and Method of Exercise. The
Plan Administrator shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times
at which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods (or combination of methods) by which the exercise price may be paid or deemed to be paid (including, in the
discretion of the Plan Administrator, a cashless exercise procedure), the form of such payment, including, without limitation, cash, Stock, net exercise, other Awards, or awards granted under other plans of the Company or a Related Entity, other
property (including notes or other contractual obligations of Participants to make payment on a deferred basis) or any other form of consideration legally permissible, and the methods by or forms in which Stock will be delivered or deemed to be
delivered to Participants. No Option shall have a term in excess of ten years. 
 (v) Termination of Service. Subject to earlier termination
of the Option as otherwise provided in the Plan and unless otherwise provided by the Plan Administrator with respect to an Option and set forth in the Award Agreement, an Option shall be exercisable after a Participant’s termination of
Continuous Service only during the applicable time period determined in accordance with this Section and thereafter shall terminate and no longer be exercisable: 
  

	 	(A)	 Death or Disability. If the Participant’s Continuous Service terminates because of the death or Disability
of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Continuous Service terminated, may be exercised by the Participant (or the Participant’s legal representative or estate) at
any time prior to the expiration of twelve (12) months (or such other period of time as determined by the Plan Administrator, in its discretion) after the date on which the Participant’s Continuous Service terminated, but in any event only
with respect to the vested portion of the Option and no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”). 



 

	 	(B)	 Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the
Participant’s Continuous Service is terminated for Cause, the Option shall terminate and cease to be exercisable as of 12:01 a.m. of the date upon which such termination of Continuous Service is effective. 














	 	(C)	 Other Termination of Service. If the Participant’s Continuous Service terminates for any reason other than
Disability, death, or Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Continuous Service terminated, may be exercised by the Participant at any time prior to the expiration
of three (3) months (or such longer period of time as determined by the Plan Administrator, in its discretion) after the date on which the Participant’s Continuous Service terminated, but in any event only with respect to the vested
portion of the Option and no later than the Option Expiration Date. 


 (vi) Incentive Stock Options. The terms of any
Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. If and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock Options
shall be subject to the following special terms and conditions: 
  

	 	(A)	 The Option shall not be exercisable more than ten (10) years after the date such Incentive Stock Option is
granted; provided, however, that if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Parent or
Subsidiary and the Incentive Stock Option is granted to such Participant, the Incentive Stock Option shall not be exercisable (to the extent required by the Code at the time of the grant) for no more than five (5) years from the date of grant;
and 


  

	 	(B)	 If the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the
Shares with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Company, its Parent or any Subsidiary are exercisable for the first time by a Participant during any calendar year in excess of $100,000,
then such Participant’s Incentive Stock Option(s) or portions thereof that exceed such $100,000 limit shall be treated as Non-Qualified Stock Options (in the reverse order in which they were granted, so
that the last Incentive Stock Option will be the first treated as a Non-Qualified Stock Option). This paragraph shall only apply to the extent such limitation is applicable under the Code at the time of the
grant. 


 (c) Stock Appreciation Rights. The Plan Administrator is authorized to grant Stock Appreciation Rights to
Participants on the following terms and conditions: 
 (i) Agreement. Each grant of a Stock Appreciation Right shall be evidenced by an
Award Agreement. Such Award Agreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Plan Administrator deems
appropriate for inclusion in the Award Agreement. 
 (ii) Right to Payment. A Stock Appreciation Right shall confer on the Participant to
whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of stock on the date of exercise over (B) the grant price of the Stock Appreciation Right as determined by the Plan
Administrator. The per Share grant price of each Stock Appreciation Right shall not be less than the Fair Market Value of a Share on the grant date. 

(iii) Other Terms. The Plan Administrator shall determine at the date of grant or thereafter, the time or times at which and the circumstances
under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which Stock Appreciation Rights shall cease to be or become
exercisable following termination of Continuous Service or upon other conditions, the form of payment upon exercise in Shares, cash, or other property, the method of exercise, method of settlement, form of consideration payable in settlement (either
cash, Shares or other property), method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not a Stock Appreciation Right shall be in tandem or in combination with an Option or any other Award, and any
other terms and conditions of any Stock Appreciation Right. 











 (d) Restricted Stock. The Plan Administrator is authorized to grant Restricted Stock to any
Eligible Person on the following terms and conditions: 
 (i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions
on transferability, risk of forfeiture, and other restrictions, if any, as the Plan Administrator may impose, or as otherwise provided in this Plan. The terms of any Restricted Stock granted under the Plan shall be set forth in an Award Agreement
that shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance
goals and/or future service requirements), in such installments or otherwise, as the Plan Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to
the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other
requirement imposed by the Plan Administrator), upon the expiration of the applicable restriction period. During the restricted period applicable to the Restricted Stock, subject to Section 10(b) below, the Restricted Stock may not be sold,
transferred, pledged, hypothecated, margined, or otherwise encumbered by the Participant. Notwithstanding the foregoing, all grants of Restricted Stock shall comply with the vesting terms of Section 8(f). 

(ii) Forfeiture. Except as otherwise determined by the Plan Administrator, upon termination of a Participant’s Continuous Service during
the applicable restriction period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited to or reacquired by the Company; provided that the
Plan Administrator may provide, by rule or regulation or in any Award Agreement or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock shall be waived in whole or in part in the event of
terminations resulting from specified causes, and the Plan Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock. 

(iii) Certificates for Shares. Restricted Stock granted under the Plan may be evidenced in such manner as the Plan Administrator shall
determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Plan Administrator may require that such certificates bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock, that the Company retain physical possession of the certificates, that the certificates be kept with an escrow agent, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to
the Restricted Stock. 
 (iv) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Plan Administrator may
require that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Unless otherwise determined by the Plan
Administrator, Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to
which such Shares or other property has been distributed. 
 (e) Stock Units. The Plan Administrator is authorized to grant Stock Units to
Participants, which are rights to receive Shares, cash, or other property, or a combination thereof at the end of a specified time period, subject to the following terms and conditions: 

(i) Award and Restrictions. Satisfaction of an Award of Stock Units shall occur upon expiration of the time period specified for such Stock
Units by the Plan Administrator (or, if permitted by the Plan Administrator, as elected by the Participant). In addition, Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Plan Administrator may
impose, if any, which restrictions may lapse at the expiration of the time period specified for such Stock Units or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in
combination, in installments or otherwise, as the Plan Administrator may determine. The terms of an Award of Stock Units shall be set forth in a written Award Agreement that shall contain provisions determined by the Plan Administrator and not
inconsistent with the Plan. Stock Units may be satisfied by delivery of Stock, cash equal to the Fair Market Value of the specified number of Shares covered by the Stock Units, or a combination thereof, as determined by the Plan Administrator at the
date of grant or thereafter. Prior to satisfaction of an Award of Stock Units, an Award of Stock Units carries no voting or dividend or other rights associated with share ownership. Notwithstanding the foregoing, all grants of Stock Units shall
comply with the vesting terms of Sections 8(f). 











 (ii) Forfeiture. Except as otherwise determined by the Plan Administrator, upon termination
of a Participant’s Continuous Service during the applicable time period thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Stock Units), the Participant’s Stock Units (other than those Stock
Units subject to deferral at the election of the Participant) shall be forfeited; provided that the Plan Administrator may provide, by rule or regulation or in any Award Agreement or may determine in any individual case, that restrictions or
forfeiture conditions relating to Stock Units shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Plan Administrator may in other cases waive in whole or in part the forfeiture of Stock Units.

 (iii) Dividend Equivalents. Unless otherwise determined by the Plan Administrator at date of grant, any Dividend Equivalents that are
granted with respect to any Award of Stock Units shall be either (A) paid with respect to such Stock Units at the dividend payment date in cash or in Shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends
or (B) deferred with respect to such Stock Units and the amount or value thereof automatically deemed reinvested in additional Stock Units, other Awards or other investment vehicles, as the Plan Administrator shall determine or permit the
Participant to elect. 
 (iv) Acceleration of Vesting upon Death. Notwithstanding any other term or provision of the Plan, in the event that
the Participant’s Continuous Service terminates by reason of the Participant’s death, all of the unvested Restricted Stock Units set forth in a written Award Agreement shall become immediately vested as of the date of such death, and shall
be paid out in Shares, in cash, or a combination thereof, at the Company’s sole discretion, as soon as is administratively possible, and subject to any requirements under the Plan or the Award Agreement. This payout will be made to the
Beneficiary designated by the Participant, or if the Participant has not designated a Beneficiary, to the Beneficiary’s surviving spouse, or if no surviving spouse, to the Beneficiary’s estate. 

(f) Bonus Stock and Awards in Lieu of Obligations. The Plan Administrator is authorized to grant Shares as a bonus or to grant Shares or other
Awards in lieu of Company obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Participants subject to Section 16 of the Exchange Act, the amount of
such grants remains within the discretion of the Plan Administrator to the extent necessary to ensure that acquisitions of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted
hereunder shall be subject to such other terms as shall be determined by the Plan Administrator. Notwithstanding the foregoing, all grants Shares pursuant to this Section shall comply with the vesting terms of Section 8(f). 

(g) Dividend Equivalents. The Plan Administrator is authorized to grant Dividend Equivalents to any Eligible Person entitling the Eligible
Person to receive cash, Shares, other Awards, or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection
with another Award. The terms of an Award of Dividend Equivalents shall be set forth in a written Award Agreement that shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan. The Plan Administrator may
provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of
forfeiture, as the Plan Administrator may specify. 
 (h) Performance Awards. The Plan Administrator is authorized to grant Performance
Awards to any Eligible Person payable in cash, Shares, other property, or other Awards, on terms and conditions established by the Plan Administrator, including Awards subject to the provisions of Section 7, if and to the extent that the Plan
Administrator shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Plan
Administrator upon the grant of each Performance Award. Except as provided in this Plan or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. The performance goals
to be achieved for each Performance Period shall be conclusively determined by the Plan Administrator and may be based upon the criteria set forth in Section 7(b), or in the case of an Award that the Plan Administrator determines shall not be
subject to Section 7 hereof, any other criteria that the Plan 











 
Administrator, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Plan Administrator.
Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Plan Administrator, on a deferred basis. Notwithstanding the foregoing, all grants of
Performance Awards which would qualify as Full Value Awards (as defined in Section 8(f)) shall comply with the vesting terms of Section 8(f). 

(i) Other Stock-Based Awards. The Plan Administrator is authorized, subject to limitations under applicable law, to grant to any Eligible
Person such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Plan Administrator to be consistent with the purposes of the Plan, including,
without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated
by the Plan Administrator, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified Related Entities or business units. The Plan Administrator shall determine the terms and conditions of
such Awards. The terms of any Award pursuant to this Section shall be set forth in a written Award Agreement that shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan. Stock delivered pursuant to an Award
in the nature of a purchase right granted under this Section 6(i) shall be purchased for such consideration (including without limitation loans from the Company or a Related Entity), paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Stock, other Awards, or other property, as the Plan Administrator shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this
Section 6(i). Notwithstanding the foregoing, all grants of Other Stock Based Award which would qualify as Full Value Awards (as defined in Section 8(f)) shall comply with the vesting terms of Section 8(f). 

7. Performance Awards and Qualified Performance-Based Awards. 

(a) Nothing in this Plan shall adversely affect or modify in any way the outstanding Qualified Performance-Based Awards granted under
the 2011 Plan or the 2007 Plan. For purposes of this Plan, the term “Qualified Performance-Based Award” means an award that satisfies the exception under Section 162(m) of the Code for “qualified performance-based
compensation,” as such exception existed for taxable years beginning prior to January 1, 2018 before the amendments made to Section 162(m) of the Code by the Tax Cuts and Jobs Act of 2017 (the “Section 162(m)
Exception”). It is intended that this Plan comply fully with and meet all of the requirements for the Section 162(m) Exception with respect to such Qualified Performance-Based Awards granted prior to November 2, 2017. Although Awards
may be subject to the provisions of Section 7(b), (c), (d) and (e) below, no Award granted under this Plan shall be qualified for the Section 162(m) Exception. 

(b) Performance Criteria. If an Award is subject to this Section 7, then the lapsing of restrictions thereon and the distribution of cash,
Shares or other property pursuant thereto, as applicable, shall be contingent upon achievement of one or more objective performance goals. One or more of the following business criteria for the Company, on a consolidated basis, and/or for Related
Entities, or for business or geographical units of the Company and/or a Related Entity (except with respect to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such
Awards: (1) earnings per share; (2) revenues or gross margins; (3) cash flow; (4) operating margin; (5) return on net assets, investment, capital, or equity; (6) economic value added; (7) direct contribution;
(8) net income; pretax earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings after interest expense and before extraordinary or special items; operating income; income before
interest income or expense, unusual items, and income taxes, local, state, or federal and excluding budgeted and actual bonuses that might be paid under any ongoing bonus plans of the Company; (9) working capital; (10) management of fixed
costs or variable costs; (11) identification or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions, or divestitures;
(12) total shareholder return; and (13) debt reduction. Any of the above goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee,
including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of companies that are comparable to the Company. The Committee shall exclude the impact of an event or occurrence which the Committee determines should
appropriately be excluded, including without limitation, (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not
directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles. 











 (c) Performance Period; Timing For Establishing Performance Goals. Achievement of
performance goals in respect of such Performance Awards shall be measured over a Performance Period, as specified by the Committee. Performance goals shall be established not later than ninety (90) days after the beginning of any Performance
Period applicable to such Performance Awards. 
 (d) Adjustments. The Committee may, in its discretion, reduce the amount of a settlement
otherwise to be made in connection with Awards subject to this Section 7, but may not exercise discretion to increase any such amount payable in respect of an Award subject to this Section 7. The Committee shall specify the circumstances
in which such Awards shall be paid or forfeited in the event of termination of Continuous Service by the Participant prior to the end of a Performance Period or settlement of Awards. 

(e) Committee Certification. Within a reasonable period of time after the performance criteria have been satisfied (but no later than three
(3) months after the satisfaction of the performance criteria), the Committee shall certify, by resolution or other appropriate action in writing, that the performance criteria and any other material terms previously established by the
Committee or set forth in the Plan, have been satisfied. 
 8. Certain Provisions Applicable to Awards or Sales. 

(a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted under the Plan may, in the discretion of the Plan Administrator, be
granted either alone or in addition to, in tandem with or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Related Entity or any business entity to be acquired by the Company or a Related
Entity or any other right of a Participant to receive payment from the Company or any Related Entity. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for
another Award or award, the Plan Administrator shall require the surrender of such other Award or award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash
amounts payable under other plans of the Company or any Related Entity. 
 (b) Form and Timing of Payment Under Awards; Deferrals. Subject to
the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Plan Administrator shall
determine, including, without limitation, cash, other Awards, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated, and cash paid in lieu of
Shares in connection with such settlement, in the discretion of the Plan Administrator or upon occurrence of one or more specified events (in addition to a Change in Control). Installment or deferred payments may be required by the Plan
Administrator (subject to Section 10(g) of the Plan) or permitted at the election of the Participant on terms and conditions established by the Plan Administrator. Payments may include, without limitation, provisions for the payment or
crediting of a reasonable interest rate on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares. 

(c) Exemptions from Section 16(b) Liability. It is the intent of the Company that this Plan comply in all respects with applicable
provisions of Rule 16b-3 or Rule 16a-1(c)(3) to the extent necessary to ensure that neither the grant of any Awards to nor other transaction by a Participant
who is subject to Section 16 of the Exchange Act is subject to liability under Section 16(b) thereof (except for transactions acknowledged in writing to be non-exempt by such Participant).
Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 or Rule 16a-1(c)(3) as then applicable to
any such transaction, such provision will be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 or
Rule 16a-1(c)(3) so that such Participant shall avoid liability under Section 16(b). 
 (d)
Code Section 409A. If and to the extent that the Plan Administrator believes that any Awards may constitute a “nonqualified deferred compensation plan” under Section 409A of the Code, the terms and conditions set forth in the
Award Agreement for that Award shall be drafted in a manner that is intended to comply with, and shall be interpreted in a manner consistent with, the applicable requirements of Section 409A of the Code, unless otherwise agreed to in writing by
the Participant and the Company. 











 (e) No Option or Stock Appreciation Right Repricing. Other than pursuant to
Section 10(c), without approval of the Company’s shareholders, the Plan Administrator shall not be permitted to (A) lower the exercise price per Share of an Option or Stock Appreciation Right after it is granted, (B) cancel an
Option or Stock Appreciation Right when the exercise price per Share exceeds the Fair Market Value of the underlying Shares in exchange for another Award or cash, or (C) take any other action with respect to an Option or Stock Appreciation
Right that may be treated as a repricing. 
 (f) Vesting Restrictions for Full Value Awards. Each award of Restricted Stock, Stock Units,
Bonus Stock, a Performance Award, or Other Stock Based Award where the Participant is not required to pay more than the par value of the Award in cash for the Shares delivered (each a “Full Value Award”) shall have a minimum vesting
schedule of (A) with respect to Full Value Awards that vest over time, a three (3) year vesting schedule with a maximum of one-third (1/3rd) of the Full Value Award vesting in any one
(1) year; (B) with respect to Full Value Awards that vest based upon the achievement of performance goals, the performance period shall be a minimum of one (1) year in length; provided, however, that 10% of the Shares reserved under
the Plan may be granted as Full Value Awards that are not subject to the vesting requirements of the last sentence; provided, further, that any such grants shall be approved by the Committee. 

9. Change in Control; Corporate Transaction. 

(a) Change in Control. 
 (i) The
Plan Administrator may, in its discretion, accelerate the vesting, exercisability, lapsing of restrictions, or expiration of deferral of any Award, including upon a Change in Control. In addition, the Plan Administrator may provide in an Award
Agreement that the performance goals relating to any Award will be deemed to have been met upon the occurrence of any Change in Control. 

(ii) In the event of a Change in Control that the Board has not approved prior to the consummation of such Change in Control, then all
outstanding Awards shall become fully vested and exercisable immediately prior to and contingent on the consummation of the Change in Control. 

(iii) In addition to the terms of Sections 9(a)(i) and 9(a)(ii) above, the effect of a “change in control,” may be provided
(1) in an employment, compensation, or severance agreement, if any, between the Company or any Related Entity and the Participant, relating to the Participant’s employment, compensation, or severance with or from the Company or such
Related Entity or (2) in the Award Agreement. 
 (b) Corporate Transactions. In the event of a Corporate Transaction, any surviving
entity or acquiring entity (together, the “Successor Entity”) may either (i) assume any or all Awards outstanding under the Plan; (ii) continue any or all Awards outstanding under the Plan; or (iii) substitute similar stock
awards for outstanding Awards (it being understood that similar awards include, but are not limited to, awards to acquire the same consideration paid to the shareholders or the Company, as the case may be, pursuant to the Corporate Transaction);
provided that if the Corporate Transaction is not a Change in Control, each outstanding Award shall be either assumed, continued, or substituted pursuant to the terms of this Section. In the event that the Successor Entity does not assume or
continue any or all such outstanding Awards or substitute similar stock awards for such outstanding Awards, then with respect to Awards that have been not assumed, continued, or substituted, such Awards shall terminate if not exercised (if
applicable) at or prior to such effective time (contingent upon the effectiveness of the Corporate Transaction). 
 The Plan Administrator,
in its discretion and without the consent of any Participant, may (but is not obligated to) either (i) accelerate the vesting of any Awards (determined on an Award by Award basis), including permitting the lapse of any repurchase rights held by
the Company (and, if applicable, the time at which such Awards may be exercised), in full or as to some percentage of the Award, to a date prior to the effective time of such Corporate Transaction as the Plan Administrator shall determine
(contingent upon the effectiveness of the Corporate Transaction) or (ii) provide for a cash payment in exchange for the termination of an Award or any portion thereof where such cash payment is equal to the Fair Market Value of the Shares that
the Participant would receive if the Award were fully vested and exercised (if applicable) as of such date (less any applicable exercise price). 











 Notwithstanding any other provision in this Plan to the contrary, with respect to Restricted
Stock and any other Award granted under the Plan with respect to which the Company has any reacquisition or repurchase rights, the reacquisition or repurchase rights for such Awards may be assigned by the Company to the successor of the Company (or
the successor’s parent company) in connection with such Corporate Transaction. In the event any such rights are not continued or assigned to the Successor Entity, then such rights shall lapse and the Award shall be fully vested as of the
effective time of the Corporate Transaction. In addition, the Plan Administrator, in its discretion, may (but is not obligated to) provide that any reacquisition or repurchase rights held by the Company with respect to any such Awards (determined on
an Award by Award basis) shall lapse in whole or in part (contingent upon the effectiveness of the Corporate Transaction). 
 (c) Dissolution
or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Awards shall terminate immediately prior to the completion of such dissolution or liquidation, and Shares subject to the Company’s repurchase
option may be repurchased by the Company notwithstanding the fact that the holder of such stock is still in Continuous Service. 
 10.
General Provisions. 
 (a) Compliance With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by
the Plan Administrator, postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification of such Shares or other required action under any federal or state law, rule, or
regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Shares or other Company securities are listed or quoted or compliance with any other obligation of the Company, as the Plan
Administrator may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or
delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements or other obligations. 

(b) Limits on Transferability; Beneficiaries. 

(i) General. Except as provided in the Award Agreement, a Participant may not assign, sell, transfer, or otherwise encumber or subject to any
lien any Award or other right or interest granted under this Plan, in whole or in part, other than by will or by operation of the laws of descent and distribution, and such Awards or rights that may be exercisable shall be exercised during the
lifetime of the Participant only by the Participant or his or her guardian or legal representative. In no event may an Award be transferred to a third party in exchange for consideration. 

(ii) Permitted Transfer of Option. The Plan Administrator, in its sole discretion, may permit the transfer of an Option (but not an Incentive
Stock Option or any other right to purchase Shares other than an Option) as follows: (A) by gift to a member of the Participant’s Immediate Family or (B) by transfer by instrument to a trust providing that the Option is to be passed
to beneficiaries upon death of the Participant. For purposes of this Section 10(b)(ii), “Immediate Family” shall mean the Participant’s spouse (including a former spouse subject to terms of a domestic relations order); child,
stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law;
sibling and sibling-in-law, and shall include adoptive relationships. If a determination is made by counsel for the Company that the restrictions contained in this
Section 10(b)(ii) are not required by applicable federal or state securities laws under the circumstances, then the Plan Administrator, in its sole discretion, may permit the transfer of Awards (other than Incentive Stock Options and Stock
Appreciation Rights in tandem therewith) to one or more Beneficiaries or other transferees during the lifetime of the Participant, which may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent
permitted by the Plan Administrator pursuant to the express terms of an Award Agreement (subject to any terms and conditions which the Plan Administrator may impose thereon, and further subject to any prohibitions and restrictions on such transfers
pursuant to Rule 16b-3). A Beneficiary, transferee or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award
Agreement applicable to such Participant, except as otherwise determined by the Plan Administrator, and to any additional terms and conditions deemed necessary or appropriate by the Plan Administrator. 











 (c) Adjustments. 

(i) Adjustments. 
  

	 	(A)	 In the event that any dividend paid in Stock, forward or reverse split, merger, consolidation, combination, or
other similar corporate transaction or event affects the Stock, then the Plan Administrator shall substitute, exchange, or adjust any or all of the following in a manner that precludes the enlargement or dilution of rights and benefits: (A) the
number and kind of Shares reserved for issuance in connection with Awards granted thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under
Section 5 hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price, or purchase price relating to any Award and/or make provision for payment of cash or
other property in respect of any outstanding Award, and (E) any other aspect of any Award that the Plan Administrator determines to be appropriate. 


  

	 	(B)	 In the event that a dividend or other distribution in the form of cash or other property (but excluding a
dividend paid in Stock), recapitalization, reorganization, spin-off, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Stock and/or such other
securities of the Company or any other issuer such that a substitution, exchange, or adjustment is determined by the Plan Administrator to be appropriate, then the Plan Administrator shall, in such manner as the Plan Administrator may deem
equitable, substitute, exchange, or adjust any or all of (A) the number and kind of Shares reserved for issuance in connection with Awards granted thereafter, (B) the number and kind of Shares by which annual
per-person Award limitations are measured under Section 5 hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant
price, or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of any Award that the Plan Administrator determines to be appropriate.



 (ii) Other Adjustments. The Plan Administrator is authorized to make adjustments in the terms and conditions of, and
the criteria included in, Awards (including Awards subject to performance goals) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any
Related Entity, or any business unit or the financial statements of the Company or any Related Entity, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations, or business conditions or in view of
the Plan Administrator’s assessment of the business strategy of the Company, any Related Entity, or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any
other circumstances deemed relevant; provided that no such adjustment shall be authorized or made if and to the extent that such authority or the making of such adjustment would cause any Qualified Performance-Based Award granted (under the 2011
Plan or the 2007 Plan) to Participants designated by the Plan Administrator as Covered Employees to otherwise fail to meet the Section 162(m) Exception. 

(d) Taxes. The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Shares or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with transaction involving an Award, and to take such other action as the
Plan Administrator may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive
Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Plan Administrator. 











 (e) Changes to the Plan and Awards. The Board may from time to time amend or revise the
terms of the Plan or may alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under the Plan at any time as permitted by law, without the consent of Participants. Any amendment or alteration to the
Plan shall be subject to the approval of the Company’s shareholders if such shareholder approval is deemed necessary and advisable by the Board or if required under the rules or regulations of the stock exchange that has the highest trading
volume for the Shares for the prior calendar year. However, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuance, or termination of the Plan may materially and adversely affect the rights of such
Participant under any previously granted and outstanding Award. The Plan Administrator may waive any conditions or rights under or amend, alter, suspend, discontinue, or terminate any Award theretofore granted and any Award Agreement relating
thereto, except as otherwise provided in the Plan; provided that, without the consent of an affected Participant, no such action may materially and adversely affect the rights of such Participant under such Award. 

(f) Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any
Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ of the Company or a Related Entity; (ii) interfering in any way with the right of the Company or a Related Entity to terminate any
Eligible Person’s or Participant’s Continuous Service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or
(iv) conferring on a Participant any of the rights of a shareholder of the Company unless and until the Participant is duly issued or transferred Shares in accordance with the terms of an Award. 

(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant or obligations to deliver Shares pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a
general creditor of the Company; provided that the Plan Administrator may authorize the creation of trusts and deposit therein cash, Shares, other Awards, or other property or make other arrangements to meet the Company’s obligations under the
Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Plan Administrator otherwise determines with the consent of each affected Participant. The trustee of such trusts may be
authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Plan Administrator may specify and in accordance with applicable law. 

(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for
approval shall be construed as creating any limitations on the power of the Plan Administrator to adopt such other incentive arrangements as it may deem desirable. 

(i) Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Plan Administrator shall
determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 

(j) Governing Law. The validity, construction, and effect of the Plan, any rules and regulations under the Plan, and any Award Agreement shall
be determined in accordance with the laws of the state of Delaware without giving effect to principles of conflicts of laws, and applicable federal law. (k) Plan Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become
effective on the Effective Date, subject to subsequent approval within twelve (12) months of its adoption by the Board by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements
of Code Section 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements of the principal stock exchange or market on which Shares are traded, and other laws, regulations, and
obligations of the Company applicable to the Plan. Awards may be granted subject to shareholder approval, but may not be exercised or otherwise settled in the event shareholder approval is not obtained. The Plan shall terminate no later than ten
(10) years from the date of the later of (x) the Effective Date and (y) the date an increase in the number of shares reserved for issuance under the Plan is approved by the Board (so long as such increase is also approved by the
shareholders).