EX-10.1





 Exhibit 10.1 

COMSCORE, INC. 
 2018
EQUITY AND INCENTIVE COMPENSATION PLAN 
 (as Amended and Restated Effective as of July 9, 2020) 

1. Purpose; Prior Plan. The purpose of this Plan is to attract and retain non-employee
Directors, Employees and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. The Plan as set forth herein constitutes an amendment and restatement of the
Company’s 2018 Equity and Incentive Compensation Plan as in effect immediately prior to the Effective Date (the “Prior Plan”). This Plan shall supersede and replace in its entirety the Prior Plan; provided, however, that
notwithstanding any provisions herein to the contrary, except for the provisions of Section 3(a), each award granted under the Prior Plan prior to the Effective Date shall be subject to the terms and provisions applicable to such award under
the Prior Plan as in effect immediately prior to the Effective Date. 
 2. Definitions. As used in this Plan: 

(a) “Appreciation Right” means a right granted pursuant to Section 5 of this Plan.

 (b) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.

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

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

(g) “Committee” means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated
by the Board to administer this Plan pursuant to Section 10 of this Plan. 
 (h) “Common
Stock” means the common stock, par value $0.001 per share, of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in
Section 11 of this Plan. 
 (i) “Company” means comScore, Inc., a Delaware
corporation, and its successors. 
 (j) “Date of Grant” means the date provided for by the Committee on which a grant of Option
Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of













 
Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be
earlier than the date on which the Committee takes action with respect thereto). 
 (k) “Director” means a member of the Board.

 (l) “Effective Date” means July 9, 2020, the date on which this amendment and restatement of the Plan was approved by the
Stockholders. 
 (m) “Employee” means any person, including officers and Directors, employed by the Company or any Subsidiary.
Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company or any Subsidiary. 

(n) “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by
the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by
the Committee, need not be signed by a representative of the Company or a Participant. 
 (o) “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time. 

(p) “Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under
Section 422 of the Code or any successor provision. 
 (q) “Management Objectives” means the measurable performance objective
or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted
Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. The Management Objectives shall be determined by the Committee and may be based upon, but shall not be limited to, one or more of the following performance
criteria: earnings, cash flow, cash value added performance, stockholder return and/or value, revenues or revenue growth, operating profits (including earnings before interest, taxes, depreciation and/or amortization or variations thereof), net
profits, earnings per share, stock price, cost reduction goals, debt ratios, financial return ratios, profit return and margins, market share, working capital, return on capital, safety, employee engagement, employee satisfaction, and other cultural
improvement goals. The Committee may select one criterion or multiple criteria for measuring performance. Management Objectives may be measured on Company, Subsidiary, business unit, business group, or corporate department performance, or on any
combination thereof. Further, a Management Objective may be based on comparative performance with other companies or other external measures of the selected objective. If the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or
the acceptable levels of achievement, in whole or in part, as the Committee deems appropriate and equitable. 

  
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 (r) “Market Value per Share” means, as of any particular date, if the Common Stock
is listed on any established stock exchange or traded on any established market, and unless otherwise determined by the Committee, the closing price of a share of Common Stock as quoted on such exchange or market on the date of determination, as
reported in a source the Committee deems reliable. If there is no closing price for the Common Stock on the particular date, then the Market Value per Share will be the closing price on the last preceding date for which such quotation exists. If
there is no regular public trading market for the shares of Common Stock, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value
pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code. 

(s) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right. 

(t) “Option Price” means the purchase price payable on exercise of an Option Right. 

(u) “Option Right” means the right to purchase shares of Common Stock upon exercise of an award granted pursuant to
Section 4 of this Plan. 
 (v) “Participant” means a person who is selected by the
Committee to receive benefits under this Plan and who is at the time (i) an Employee, including a person who has agreed to commence serving in such capacity within 90 days of the Date of Grant, (ii) a consultant (provided that such
person satisfies the Form S-8 definition of “employee”), or (iii) a non-employee Director. 

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

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

(z) “Person” means any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

 (aa) “Plan” means this comScore, Inc. 2018 Equity and Incentive Compensation Plan, as may be amended or amended and restated
from time to time. 

  
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 (bb) “Predecessor Plan” means the comScore, Inc. 2007 Equity Incentive Plan, as
amended and restated from time to time. 
 (cc) “Prior Plan” has the meaning set forth in
Section 1 of the Plan. 
 (dd) “Restricted Stock” means shares of Common Stock
granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired. 

(ee) “Restricted Stock Units” means an award made pursuant to Section 7 of this Plan
of the right to receive shares of Common Stock, cash or a combination thereof at the end of the applicable Restriction Period. 
 (ff)
“Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this Plan. 

(gg) “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price
provided for with respect to the Appreciation Right. 
 (hh) “Stockholder” means an individual or entity that owns one or more
shares of Common Stock. 
 (ii) “Subsidiary” means a corporation, company or other entity (i) more than 50% of whose
outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture,
limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled,
directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” shall be determined in
accordance with Section 424(f) of the Code or any successor provision. 
 3. Shares Available Under this Plan. 

(a) Maximum Shares Available Under this Plan. 
  

	 	(i)	 Subject to adjustment as provided in Section 11 of this Plan and
the share counting rules set forth in Section 3(b) of this Plan, the number of shares of Common Stock available under this Plan for awards of (A) Option Rights or Appreciation Rights,
(B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan, (F) dividend equivalents paid
with respect to awards made under this Plan, or (G) awards corresponding to those described in the preceding clauses (A) through (F) that were made under the Prior Plan will not exceed in the aggregate 20,250,000 shares of Common Stock.
Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. 



  
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	 	(ii)	 The aggregate number of shares of Common Stock available under
Section 3(a)(i) of this Plan will be reduced by (A) one share of Common Stock for every one share of Common Stock subject to an award of Option Rights or Appreciation Rights granted under this Plan
or the Prior Plan, and (B) two shares of Common Stock for every one share of Common Stock subject to an award other than of Option Rights or Appreciation Rights granted under this Plan or the Prior Plan. 



(b) Share Counting Rules. 
  

	 	(i)	 Except as provided in Section 22 of this Plan, if any award
granted under this Plan or the Prior Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture,
expiration, cash settlement, or unearned amount, again be available under Section 3(a)(i) above (at a rate of one share of Common Stock for every one share of Common Stock subject to awards of Option
Rights or Appreciation Rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of Option Rights or Appreciation Rights). 



 

	 	(ii)	 If, after December 31, 2017, any shares of Common Stock subject to an award granted under the Predecessor
Plan are forfeited, or an award granted under the Predecessor Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such
cancellation, forfeiture, expiration, cash settlement, or unearned amount, be available for awards under the Prior Plan or this Plan, as applicable (at a rate of one share of Common Stock for every one share of Common Stock subject to such award).



  

	 	(iii)	 Notwithstanding anything to the contrary contained in this Plan: (A) shares of Common Stock withheld by
the Company, tendered or otherwise used in payment of the Option Price of an Option Right (whether granted under this Plan or the Prior Plan) or the Base Price of an Appreciation Right (whether granted under this Plan or the Prior Plan) will not be
added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (B) shares of Common Stock withheld by the Company, tendered or
otherwise used to satisfy tax withholding with respect to awards (whether granted under this Plan or the Prior Plan) other than as described in clause (C) will not be 



  
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added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (C) shares
of Common Stock withheld by the Company, tendered or otherwise used prior to the expiration of this Plan to satisfy tax withholding with respect to awards (whether granted under this Plan or the Prior Plan) other than Option Rights or Appreciation
Rights shall be added back (but only to the extent such withholding did not exceed the minimum amounts of tax required to be withheld) to the aggregate number of shares of Common Stock available under
Section 3(a)(i) of this Plan; (D) shares of Common Stock subject to an Appreciation Right (whether granted under this Plan or the Prior Plan) that are not actually issued in connection with the
settlement of such Appreciation Right on the exercise thereof, will not be added back to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; and (E) shares
of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights (whether granted under this Plan or the Prior Plan) will not be added (or added back, as applicable) to the aggregate
number of shares of Common Stock available under Section 3(a)(i) of this Plan. 

  

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



(c) Limit on Incentive Stock Options. Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as
provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock Options (whether granted under this
Plan or the Prior Plan) will not exceed 20,250,000 shares of Common Stock. 
 (d) Individual Director Limit. Notwithstanding anything
to the contrary contained in this Plan, and subject to adjustment as provided in Section 11 of this Plan, in no event will any non-employee Director in any one
calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards under this Plan based on the grant date fair value for financial reporting
purposes) in excess of $900,000. 
 4. Option Rights. The Committee may, from time to time and upon such terms and conditions as it
may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in
Section 3 of this Plan. 

  
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 (b) Each grant will specify an Option Price per share of Common Stock, which (except with
respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. 

(c) Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer
of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Stock owned by the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to any
conditions or limitations established by the Committee, by the withholding of shares of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for
purposes of determining the number of treasury shares held by the Company, the shares of Common Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment,
or (v) by such other methods as may be approved by the Committee. 
 (d) To the extent permitted by law, any grant may provide for
deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares of Common Stock to which such exercise relates. 

(e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain
unexercised. 
 (f) Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary,
if any, that is necessary before any Option Rights or installments thereof will become exercisable. Option Rights may provide for continued vesting or the earlier exercise of such Option Rights, including in the event of the retirement, death or
disability of a Participant or in the event of a Change in Control. 
 (g) Any grant of Option Rights may specify Management Objectives that
must be achieved as a condition to the exercise of such rights. 
 (h) Option Rights granted under this Plan may be (i) options,
including Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted
to Participants who meet the definition of “employees” under Section 3401(c) of the Code. 
 (i) No Option Right will be
exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee. 

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

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

  
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 5. Appreciation Rights. 

(a) The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of
Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.

 (b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions: 
  

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


  

	 	(ii)	 Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum
specified by the Committee on the Date of Grant. 


  

	 	(iii)	 Any grant may specify waiting periods before exercise and permissible exercise dates or periods.



  

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


  

	 	(v)	 Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the
exercise of such Appreciation Rights. 


  

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



  

	 	(vii)	 Successive grants of Appreciation Rights may be made to the same Participant regardless of whether any
Appreciation Rights previously granted to the Participant remain unexercised. 


  

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



  
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 (c) Also, regarding Appreciation Rights: 

 

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



 

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



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

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

(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share on the Date of Grant. 
 (c) Each such grant or sale will provide that the Restricted Stock covered by such
grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement of Management Objectives
referred to in Section 6(e) of this Plan. 
 (d) Each such grant or sale will provide that
during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant
(which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by any transferee). 

(e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the
restrictions applicable to such Restricted Stock. 
 (f) Notwithstanding anything to the contrary contained in this Plan, Restricted Stock
may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control. 

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

(h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all
restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the
Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock. 
 7.
Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of
the authorizations, and will be subject to all of the requirements, contained in the following provisions: 
 (a) Each such grant or sale
will constitute the agreement by the Company to deliver shares of Common Stock or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions
(which may include the achievement of Management Objectives) during the Restriction Period as the Committee may specify. 
 (b) Each such
grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant. 

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

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

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

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

 (c) Each grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives which, if achieved,
will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of
Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls
short of maximum achievement of the specified Management Objectives. 
 (d) Each grant will specify the time and manner of payment of a Cash
Incentive Award, Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock, in Restricted Stock or Restricted Stock
Units or in any combination thereof. 
 (e) Any grant of a Cash Incentive Award, Performance Shares or Performance Units may specify that
the amount payable or the number of shares of Common Stock, Restricted Stock or Restricted Stock Units payable with respect thereto may not exceed a maximum specified by the Committee on the Date of Grant. 

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


  
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 9. Other Awards. 

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

(c) The Committee may authorize the grant of shares of Common Stock as a bonus, or may authorize the grant of other awards in lieu of
obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with
Section 409A of the Code. 
 (d) The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend
equivalents on awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents
or other distributions on shares of Common Stock underlying awards granted under this Section 9 will be deferred until and paid contingent upon the earning and vesting of such awards. 

(e) The Evidence of Award will specify the time and terms of delivery of an award granted under this
Section 9. 
 (f) Notwithstanding anything to the contrary contained in this Plan, awards
under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death or disability of a
Participant or in the event of a Change in Control. 

  
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 10. Administration of this Plan. 

(a) This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under this
Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. 

(b) The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and
any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good
faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of
this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. 
 (c) To the extent permitted by law,
the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person
to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution,
authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards;
provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% “beneficial owner” (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee
in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of shares of Common Stock such officer(s) may grant; and (C) the officer(s) will report
periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated. 
 11.
Adjustments. The Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by outstanding Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares
and Performance Units granted hereunder and, if applicable, in the number of and kind of shares of Common Stock covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price
and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to
prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of
the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect


  
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similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in
a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than the consideration offered in connection with any such transaction or
event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the Person holding such Option Right or Appreciation Right. The Committee shall also make or provide for
such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any
transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of
this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 

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

(a) any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either (i) the then-outstanding Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of Directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or
(D) any acquisition pursuant to a transaction that complies with Sections 12(c)(i), (c)(ii) and (c)(iii) below; 

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

(c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of
its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets 

  
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or securities of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or
substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without
limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that
such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity
resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or 

(d) approval by the Stockholders of a complete liquidation or dissolution of the Company. 

13. Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for
the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee
from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as
described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award
or the forfeiture and repayment to the Company of any shares of Common Stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the
Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the shares of
Common Stock may be traded. 
 14. Non-U.S. Participants. In order to facilitate the making
of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America
or who provide services to the Company or 

  
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any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,
the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such
special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further
approval by the Stockholders. 
 15. Transferability. 

(a) Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance
Share, Performance Unit, Cash Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the
Participant except by will or the laws of descent and distribution. In no event will any such award granted under this Plan be transferred for value. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be
exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity
under state law or court supervision. 
 (b) The Committee may specify on the Date of Grant that part or all of the shares of Common Stock
that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of
Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to
further restrictions on transfer, including minimum holding periods. 
 16. Withholding Taxes. To the extent that the Company is
required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other Person under this Plan, and the amounts available to the Company for such withholding are
insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other Person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts
required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of shares of Common Stock, and such Participant
fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding
the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the
obligation, in whole or in part, by having withheld, from the shares of Common Stock required to be delivered to the Participant, shares of 

  
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Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of Common Stock held by such Participant. The shares of Common Stock used for
tax or other withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the shares of Common
Stock to be withheld and delivered pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse
accounting consequences, (ii) such additional withholding amount is authorized by the Committee, and (iii) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable
transaction. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of shares of Common Stock acquired upon the exercise
of Option Rights. 
 17. Compliance with Section 409A of the Code. 

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

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation
(within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under
Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset
against, any amount owed by a Participant to the Company or any of its Subsidiaries. 
 (c) If, at the time of a Participant’s
separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the
Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be
delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on
the otherwise scheduled payment date but will instead pay it, without interest, on the first business day of the seventh month after such separation from service. 

(d) Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is
payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change


  
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in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under
Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in
Control for any purpose in respect of such award. 
 (e) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in
light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition
of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in
connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless
from any or all of such taxes or penalties. 
 18. Amendments. 

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

(b) Except in connection with a corporate transaction or event described in Section 11 of this
Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding
“underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other awards or Option Rights or
Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Stockholder approval. This
Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in
Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the
Stockholders. 
 (c) If permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of
termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the 

  
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extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend
equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds shares of Common Stock subject to any transfer restriction
imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other
award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance
Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award. 

(d) Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award
theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will materially impair the rights of any
Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not
exercised in full on the date of termination. 
 19. Governing Law. This Plan and all grants and awards and actions taken hereunder
will be governed by and construed in accordance with the internal substantive laws of the State of Delaware. 
 20. Effective
Date/Termination. This amended and restated Plan was adopted by the Board on May 26, 2020, and is subject to approval by the Stockholders at the 2020 annual meeting of the Stockholders. If this amendment and restatement is not so approved
by the Stockholders, then this amendment and restatement shall be void ab initio, and the Prior Plan shall continue in effect as if this amendment and restatement had not occurred, and any awards previously granted under the Prior Plan shall
continue in effect under the terms of the grant and the Prior Plan; provided, that thereafter awards may continue to be granted pursuant to the terms of the Prior Plan, as in effect prior to this amendment and restatement and as may be
otherwise amended thereafter. This amended and restated Plan shall become effective on the Effective Date if it is approved on such date by the Stockholders. No grants will be made on or after May 30, 2018 under the Predecessor Plan,
provided that outstanding awards granted under the Predecessor Plan will continue unaffected following such date. No grant will be made under this Plan on or after May 30, 2028, the tenth anniversary of the date the Prior Plan was
approved by the Stockholders, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. 

  
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 21. Miscellaneous Provisions. 

(a) The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement of fractions in cash. 
 (b) This Plan will not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other
service at any time. 
 (c) Except with respect to Section 21(e) of this Plan, to the extent
that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will
remain in effect for other Option Rights and there will be no further effect on any provision of this Plan. 
 (d) No award under this Plan
may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having
jurisdiction over this Plan. 
 (e) Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will
not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder. 
 (f)
No Participant will have any rights as a Stockholder with respect to any shares of Common Stock subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares of
Common Stock upon the stock records of the Company. 
 (g) The Committee may condition the grant of any award or combination of awards
authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. 

(h) Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of
shares of Common Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may
provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts. 
 (i) If
any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in
scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence


  
 20 













 
of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to governmental authorities
regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from
providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act. 
 22.
Stock-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary: 

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

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

  
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