EXHIBIT 10.2
THE
COCA-COLA COMPANY 2024
EQUITY PLAN
ARTICLE
1
PURPOSE
1.1. GENERAL.
The purpose of The Coca-Cola Company 2024 Equity Plan is to promote the success and enhance the value of The Coca-Cola Company
by linking the personal interests of employees, officers, and directors of the Company to those of Company shareowners and by
providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the
Company in its ability to motivate, attract, and retain the services of employees, officers and directors upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation is largely dependent.
ARTICLE
2
DEFINITIONS
2.1. DEFINITIONS. As used in this plan, the following words and phrases shall have the following meanings:
“Affiliate”
means any entity:
| i) | in
which the Company owns, directly or indirectly, 20% or more of the voting stock or capital
at the relevant time, |
| ii) | that
has an ongoing contractual relationship with the Company or a Subsidiary that provides
such entity the rights to |
| (a) | manufacture,
prepare, package, and/or distribute, and |
| (b) | sell
to customers or consumers beverages/brands
for which the trademark is owned by the Company or a Subsidiary, or |
| iii) | that
is approved by the Committee as an Affiliate based on its relationship with the Company
or its Subsidiaries. |
“Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based
Awards, or any other right or interest relating to Stock or cash, made to an Eligible Participant under the Plan.
“Award
Agreement” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms
and conditions of an Award. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements,
and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
“Award
Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of
the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process.
“Board”
means the Board of Directors of the Company.
“Change
in Control” means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A under the 1934 Act, provided that such a change in control shall be deemed to have occurred at such time as (i)
any person, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act) directly or indirectly, of
securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the
Company or any successor of the Company; (ii) during any period of two consecutive years or less, individuals who at the beginning of
such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination
for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors
at the beginning of the period; (iii) the shareowners of the Company approve any merger or consolidation as a result of which the Stock
shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the
Company or any sale or other disposition of 50% or more of the assets or earning power of the Company, and such merger, consolidation,
liquidation or sale is completed; or (iv) the shareowners of the Company approve any merger or consolidation to which the Company is
a party as a result of which the persons who were shareowners of the Company immediately prior to the effective date of the merger or
consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving
corporation following the effective date of such merger or consolidation, and such merger or consolidation is completed; provided, however,
that no Change in Control shall be deemed to have occurred if, prior to such times as a Change in Control would otherwise be deemed to
have occurred, the Board determines otherwise. Additionally, no Change in Control will be deemed to have occurred under clause (i) if,
subsequent to such time as a Change in Control would otherwise be deemed to have occurred, a majority of the Board in office prior to
the acquisition of the securities by such person determines otherwise.
“Code”
means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the
Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.
“Committee”
means the Talent and Compensation Committee of the Board.
“Company”
means The Coca-Cola Company, a Delaware corporation, and its successors.
“Continuous
Service” means the absence of any interruption or termination of service as an employee, officer or director of the
Company or any Affiliate, as applicable; Continuous Service will not be interrupted under any of the following cases:
| (i) | a
Participant transfers employment, without interruption, between the Company and an Affiliate
or between Affiliates, |
| (ii) | in
the case of a spin-off, sale, or disposition of the Participant’s employer from
the Company or any Subsidiary, but only if the Committee determines before the transaction
closes that it will not result in an interruption of service; or |
| (iii) | the
Participant is granted an unpaid leave of absence authorized in writing by the Company
prior to its commencement that does not exceed twelve months. The Committee has final
and conclusive authority to determine whether any other leave of absence constitutes
a termination of Continuous Service. Any other leave of absence granted to a Participant
must constitute a “bona fide leave of absence” under Treas. Reg. Section
1.409A-1(h) if the Participant’s Award is subject to Code Section 409A. |
“Disability”
means a condition for which the Participant becomes eligible for a disability benefit under the long-term disability insurance
policy issued to the Company providing basic long-term disability insurance benefits pursuant to The Coca-Cola Company Health
and Welfare Benefits Plan, or under any other long-term disability plan that hereafter may be maintained by the Company, whether
or not the Participant is covered by such plan. In the event of a dispute, the determination of whether a Participant has incurred
a Disability will be made by the Committee and may be supported by the advice of a physician competent in the area to which such
Disability relates.
“Dividend
Equivalent” means a right to receive an amount equal to any dividends or other distributions declared and paid on an
equal number of outstanding shares of Stock that would have been received had the shares been held by the Participant on the dividend
record date.
“Effective
Date” has the meaning assigned such term in Section 3.1.
“Eligible
Participant” means an employee, officer or director of the Company or any Subsidiary.
“Exchange”
means the New York Stock Exchange, or if the Stock is no longer listed on the New York Stock Exchange, any national securities
exchange on which the Stock may from time to time be listed.
“Fair
Market Value,” on any date, means (i) the average of the high and low market prices at which a share of Stock shall
have been sold on the date of the Award, or on the next preceding trading day if such date was not a trading date, as reported
on the New York Stock Exchange Composite Transactions listing, or (ii) if the Stock is not listed on the New York Stock Exchange,
Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance
with Code Section 409A. Notwithstanding the foregoing, for purposes of determining the tax withholding obligation of the Company
or any Affiliate with respect to an Award, or for such other purposes as the Committee deems appropriate, the Committee may determine
the Fair Market Value of the Stock by using any method it determines in good faith to be reasonable and consistent with applicable
provisions of the Code.
“Full-Value
Award” means an Award, other than in the form of an Option or SAR, that is settled by the issuance of Stock (or at the
discretion of the Committee, settled in cash valued by reference to Stock value).
“Independent
Directors” means those members of the Board who qualify at any given time as (i) an “independent” director
under the applicable rules of the Exchange, and (ii) a “non- employee” director under Rule 16b-3 of the 1934 Act.
“Non-Employee
Director” means a director of the Company who is not a common law employee of the Company or a Subsidiary.
“Option”
means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time
periods.
“Other
Stock-Based Award” means a right granted to a Participant under Article 11 that relates to or is valued by reference
to Stock or other Awards relating to Stock.
“Participant”
means an individual to whom an Award has been made under the Plan. “Performance Award” means any award
made under the Plan pursuant to Article 10.
“Plan”
means The Coca-Cola Company 2024 Equity Plan, as amended from time to time.
“Prior
Plans” means The Coca-Cola Company 2008 Stock Option Plan, The Coca-Cola Company 1989 Restricted Stock Plan, and The
Coca-Cola Company 2014 Equity Plan.
“Restricted
Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.
“Restricted
Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value
in cash subject to 12.2) in the future, which right is subject to certain restrictions and to risk of forfeiture.
“Shares”
means shares of the Stock. If there has been an adjustment or substitution with respect to the Shares (whether or not pursuant
to Article 13), the term “Shares” shall also include any shares of stock or other securities that are substituted
for Shares or into which Shares are adjusted.
“Stock”
means the $0.25 par value common stock of the Company and such other securities of the Company as may be substituted for Stock
pursuant to Article 13.
“Stock
Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a
payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price
of the SAR, all as determined pursuant to Article 8.
“Subsidiary”
means any corporation, limited liability company, partnership, or other entity, of which 50% or more of the outstanding voting
stock or voting power is beneficially owned directly or indirectly by the Company.
“Substitute
Award” means an Award under Section 12.9 of the Plan.
“Unvested
Dividends” means dividends (whether paid in cash, stock, or property) declared and paid by the Company with respect
to Shares of Restricted Stock.
“1933
Act” means the Securities Act of 1933, as amended from time to time.
“1934
Act” means the Securities Exchange Act of 1934, as amended from time to time.
ARTICLE
3
EFFECTIVE
DATE AND TERM OF PLAN
3.1. EFFECTIVE
DATE. The Plan will become effective on May 1, 2024 (the “Effective Date”), based on the approval of the Plan
by the Company’s shareowners.
This
Plan does not apply to Awards granted under Prior Plans. Such Awards are governed solely by the applicable Prior Plan and Award
Agreement under which each Award was granted. Any Prior Plan Awards that qualified for grandfather treatment under the 2017 amendments
to Code Section 162(m) continue to be grandfathered.
3.2. TERMINATION OF PLAN. Unless earlier terminated as provided herein, the Plan shall continue in effect until the date of
the Company’s 2034 annual shareowners’ meeting or, if the shareowners approve an amendment to the Plan that increases
the number of Shares subject to the Plan, the tenth anniversary of the date of such approval. The termination of the Plan on such
date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by
the applicable terms and conditions of the Plan.
ARTICLE
4
ADMINISTRATION
4.1. COMMITTEE.
The Plan shall be administered by the Committee. It is intended that at least two of the directors appointed to serve on the Committee
shall be Independent Directors and that any such members of the Committee who do not so qualify shall abstain from participating
in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such
Award are persons subject to the short-swing profit rules of Section 16 of the 1934 Act. However, the mere fact that a Committee
member fails to qualify as an Independent Director or fails to abstain from such action shall not invalidate any Award made by
the Committee if the Award is otherwise validly made under the Plan.
4.2. ACTION
AND INTERPRETATIONS BY THE COMMITTEE. The Committee may from time to time adopt rules, regulations, guidelines, and procedures
for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as
the Committee may deem appropriate. The Committee may correct any defect, supply any omission, or reconcile any inconsistency
in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Plan. The Committee’s
interpretation of the Plan, any Awards made under the Plan, any Award Agreement and all decisions and determinations by the Committee
with respect to the Plan are final, binding, and conclusive on all parties. No member of the Committee will be liable for any
good faith determination, act, or omission in connection with the Plan or any Award.
4.3.
AUTHORITY OF COMMITTEE. Except
as provided in Section 4.1 and 4.4 hereof, the Committee has the exclusive power, authority, and discretion to:
| (ii) | Designate
Participants; |
| (iii) | Determine
the type or types of Awards to be made to each Participant; |
| (iv) | Determine
the number of Awards to be made and the number of Shares or dollar amount to which an
Award will relate; |
| (v) | Determine
the terms and conditions of any Award made under the Plan; |
| (vi) | Prescribe
the form of each Award Agreement, which need not be identical for each Participant; |
| (vii) | Decide
all other matters that must be determined in connection with an Award; |
| (viii) | Establish,
adopt, or revise any rules, regulations, guidelines, or procedures as it may deem necessary
or advisable to administer the Plan; |
| (ix) | Make
all other decisions and determinations that may be required under the Plan or as the
Committee deems necessary or advisable to administer the Plan; |
| (x) | Amend
the Plan or any Award Agreement as provided herein; and |
| (xi) | Adopt
such modifications, procedures, and subplans as may be necessary or desirable to comply
with provisions of the laws of the United States or any non-U.S. jurisdictions in which
the Company or any Affiliate may operate, in order to assure the viability of the benefits
of Awards made to Participants located in the United States or such other jurisdictions
and to further the objectives of the Plan. |
Notwithstanding
any of the foregoing, Awards made to Non-Employee Directors hereunder shall (i) be subject to the applicable award limits set
forth in Section 5.4 hereof, and (ii) be made only in accordance with the terms, conditions and parameters of a plan, program,
or policy for the compensation of Non-Employee Directors as in effect from time to time that is approved and administered by a
committee of the Board consisting solely of Independent Directors. The Committee may not make other discretionary grants hereunder
to Non-Employee Directors.
4.4. DELEGATION.
| (i) | Administrative
Duties. The Committee may delegate to one or more of its members or 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 or any individuals to whom it has
delegated duties or powers as aforesaid may employ one or more individuals to render
advice with respect to any responsibility the Committee or such individuals may have
under this Plan. |
| (ii) | Special
Committee. The Committee may delegate to a special committee, consisting of one or
more Independent Directors, the authority, within specified parameters as to the number
and terms of Awards, to make Awards under this Plan, including to (i) designate officers
and/or employees of the Company or any of its Subsidiaries to be recipients of Awards
under the Plan, and (ii) to determine the number of such Awards to be received by any
such Participants; provided, however, that such delegation of duties and responsibilities
may not be made with respect to the Awards made to Eligible Participants who are subject
to Section 16(a) of the 1934 Act at the Award Date. The acts of such delegates shall
be treated hereunder as acts of the Committee and such delegates shall report regularly
to the Committee regarding the delegated duties and responsibilities and any Awards so
granted. |
ARTICLE
5
SHARES
SUBJECT TO THE PLAN
5.1. NUMBER
OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 13.1, the aggregate number of Shares reserved and
available for issuance pursuant to Awards granted under the Plan shall be 240,000,000, which includes 240,000,000 Shares that
were available for future grant under The Coca- Cola Company 2014 Equity Plan as of the Effective Date. After the Effective Date,
no further awards shall be made under the Prior Plans and the Prior Plans shall remain in effect only so long as awards made thereunder
shall remain outstanding.
5.2. SHARE
COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the Award Date as provided in subsection
(a) below, but they shall be added back to the Plan share reserve or otherwise treated in accordance with subsections (b) through
(h) of this Section 5.2.
| (a) | Awards
of Options and Stock Appreciation Rights shall count against the number of Shares remaining
available for issuance pursuant to Awards granted under the Plan as one Share for each
Share covered by such Awards, and Full Value Awards shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan as three Shares for each Share covered by such Awards. |
| (b) | The
full number of Shares subject to an Option shall count against the number of Shares remaining
available for issuance pursuant to Awards made under the Plan, even if the exercise price
of an Option is satisfied through net-settlement or by delivering Shares to the Company
(by either actual delivery or attestation). |
| (c) | Upon
exercise of Stock Appreciation Rights that are settled in Shares, the full number of
Stock Appreciation Rights (rather than the net number of Shares actually delivered upon
exercise) shall count against the number of Shares remaining available for issuance pursuant
to Awards granted under the Plan. |
| (d) | Shares
withheld from an Award, other than an Option or Stock Appreciation Right, to satisfy
tax withholding requirements shall not count against the number of Shares remaining available
for issuance pursuant to Awards granted under the Plan, and Shares delivered by a Participant
to satisfy tax withholding requirements on an Award, other than an Option or Stock Appreciation
Right, shall be added to the Plan share reserve. |
| (e) | Shares
repurchased on the open market with the proceeds from the exercise of an Option shall
not again be made available for issuance under the Plan. |
| (f) | To
the extent that all or a portion of any Full-Value Award under The Coca-Cola Company
2014 Equity Plan or the Plan is canceled, terminates, expires, is forfeited or lapses
for any reason, including by reason of failure to meet time-based vesting requirements
or to achieve performance goals, any unissued or forfeited Shares subject to the Award
will be added back to the Plan share reserve and again be available for issuance pursuant
to Awards made under the Plan. |
| (g) | Shares
subject to Awards under the 2014 Equity Plan or the Plan settled in cash will be added
back to the Plan share reserve and again be available for issuance under the Plan. |
| (h) | Substitute
Awards made pursuant to Section 12.9 of the Plan shall not count against the Shares otherwise
available for issuance under the Plan under Section 5.1. |
| (i) | Subject
to applicable Exchange requirements, shares available under a shareowner-approved plan
of a company acquired by the Company (as appropriately adjusted to Shares to reflect
the transaction) may be issued under the Plan pursuant to Awards made to individuals
who were not employees of the Company or its Subsidiaries immediately before such transaction
and will not count against the maximum share limitation specified in Section 5.1. |
5.3. STOCK
DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market and may be subject to restrictions deemed appropriate by the Committee.
5.4. LIMITATION
ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Article 13):
| (a) | Options.
The maximum number of Options granted under the Plan in any calendar year to any one
Participant shall not exceed 3,000,000 Shares. |
| (b) | SARs.
The maximum number of Stock Appreciation Rights granted under the Plan in any calendar
year to any one Participant shall not exceed 3,000,000 Shares, to the extent the Stock
Appreciation Rights are settled in Shares. |
| (c) | Restricted
Stock and Restricted Stock Units. The maximum number of Shares of Restricted Stock
granted under the Plan in any calendar year to any one Participant shall not exceed 1,000,000
Shares and the maximum number of Restricted Stock Units granted under the Plan in any calendar year to any one Participant shall not exceed 1,000,000 Shares, to the extent the Restricted Stock Units are settled in Shares. |
| (d) | Performance
Awards. With respect to any one calendar year (i) the maximum amount that may be
paid to any one Participant for Performance Awards payable in cash or property other
than Shares shall not exceed $20,000,000, and (ii) the maximum number of Shares that
may be paid to any one Participant for Performance Awards payable in Stock shall not
exceed 1,000,000 Shares. For purposes of applying these limits in the case of multi-year
performance periods, the amount of cash or property or number of Shares deemed paid with
respect to any one calendar year is the total amount payable or Shares earned for the
performance period divided by the number of calendar years in the performance period. |
| (e) | Awards
to Non-Employee Directors. The maximum aggregate value of Awards (calculated
based on grant date fair value for financial reporting purposes) granted under the Plan
in any one calendar year to any one Non-Employee Director for services as a director
shall not exceed $500,000. |
5.5. SHARE CARVEOUT. Notwithstanding anything in the Plan to the contrary , any share-based Award granted under the Plan shall include vesting schedule that provide that no portion of such Award shall vest earlier than one year from the date of grant; provided, however, with respect to the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan, the Committee reserves the right to grant Awards to Eligible Participants with immediate vesting or a vesting period of less than 12 months that account for up to 5% of the reserved and available shares.
ARTICLE
6
ELIGIBILITY
6.1. GENERAL.
Awards may be granted only to Eligible Participants who are providing services to the Company or a Subsidiary.
ARTICLE
7
STOCK OPTIONS
7.1. GENERAL.
The Committee is authorized to grant Options to Eligible Participants on the following terms and conditions:
| (a) | Exercise
Price. The exercise price per Share under an Option shall be determined by the Committee,
provided that the exercise price for any Option (other than an Option issued as a substitute
Award pursuant to Section 12.9) shall not be less than the Fair Market Value as of the
Award Date. |
| (b) | Prohibition
on Repricing. Except as otherwise provided in Article 13, without the prior approval
of the shareowners of the Company: (i) the exercise price of an Option may not be reduced,
directly or indirectly, (ii) an Option may not be cancelled in exchange for cash, other
Awards, or Options or SARs with an exercise or base price that is less than the exercise
price of the original Option, or otherwise, and (iii) the Company may not repurchase
an Option for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant
if the current Fair Market Value of the Shares underlying the Option is lower than the
exercise price per share of the Option. |
| (c) | Time
and Conditions of Exercise. The Committee shall determine the time or times at which
an Option may be exercised in whole or in part, subject to Section 7.1(e); provided,
however, that, except in the event of a Change in Control, Disability or death of the
Participant, no award shall provide that an Option shall be exercisable in whole or in
part for a period of twelve months from the Award Date. The Committee shall also determine
the performance or other conditions, if any, that must be satisfied before all, or part
of an Option may be exercised or vested. |
| (d) | Payment.
The Committee shall determine the methods by which the exercise price of an Option may
be paid, the form of payment, and the methods by which Shares shall be delivered or deemed
to be delivered to Participants. As determined by the Committee at or after the Award
Date, payment of the exercise price of an Option may be made, in whole or in part, in
the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or
attestation) of previously-acquired Shares based on the Fair Market Value of the Shares
on the date the Option is exercised, (iii) withholding of Shares from the Option based
on the Fair Market Value of the Shares on the date the Option is exercised, (iv) broker-assisted
market sales, or (v) any other “cashless exercise” arrangement. |
| (e) | Exercise
Term. No Option granted under the Plan shall be exercisable for more than ten years
from the Award Date. |
| (f) | No
Deferral Feature. No Option shall provide for any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise or disposition of
the Option. |
| (g) | No
Dividend Equivalents. No Option shall provide for the payment or accrual of Dividend
Equivalents. |
| (h) | No
Reload Rights. No Option granted under the Plan shall contain any provision entitling
the Participant to the automatic grant of additional Options in connection with any exercise
of the original Option. |
ARTICLE
8
STOCK
APPRECIATION RIGHTS
8.1.
STOCK APPRECIATION RIGHTS. The Committee
is authorized to grant Stock Appreciation Rights to Eligible Participants on the following terms and conditions:
| (a) | Right
to Payment. Upon the exercise of a SAR, the Participant has the right to receive,
for each Share with respect to which the SAR is being exercised, the excess, if any,
of: |
| (1) | The
Fair Market Value of one Share on the date of exercise; over |
| (2) | The
base price of the SAR as determined by the Committee and set forth in the Award Agreement,
which shall not be less than the Fair Market Value of one Share on the Award Date. |
| (b) | Prohibition
on Repricing. Except as otherwise provided in Article 13, without the prior approval
of the shareowners of the Company: (i) the base price of a SAR may not be reduced, directly
or indirectly, (ii) a SAR may not be cancelled in exchange for cash, other Awards, or
Options or SARs with an exercise or base price that is less than the base price of the
original SAR, and (iii) the Company may not repurchase a SAR for value (in cash, substitutions,
cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the
Shares underlying the SAR is lower than the base price per share of the SAR. |
| (c) | Time
and Conditions of Exercise. The Committee shall determine the time or times at which
a SAR may be exercised in whole or in part. Except in the event of a Change in Control,
Disability or death of the Participant, no award shall provide that a SAR shall vest
in whole or in part for a period of twelve months from the Award Date. No SAR shall be
exercisable for more than ten years from the Award Date. |
| (d) | No
Deferral Feature. No SAR shall provide for any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise or disposition of
the SAR. |
| (e) | No
Dividend Equivalents. No SAR shall provide for the payment or accrual of Dividend
Equivalents. |
| (f) | No
Reload SARs. No SAR granted under the Plan shall contain any provision entitling
the Participant to the automatic grant of additional SARs in connection with any exercise
of the original SAR. |
ARTICLE
9
RESTRICTED
STOCK AND STOCK UNITS
9.1. RESTRICTED STOCK AND STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock and Restricted Stock Units to Eligible Participants in such amounts and subject to such terms and conditions as may be selected by the Committee.
9.2. ISSUANCE AND RESTRICTIONS. Restricted Stock and Restricted Stock Units shall be subject to such restrictions on transferability
and other restrictions as the Committee may impose. These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines
at the time of the grant of the Award or thereafter; provided that, except in the event of a Change in Control, Disability or
death of the Participant, no Award of Restricted Stock or Restricted Stock Units shall provide that restrictions on such Award
shall lapse in whole or in part for a period of twelve months from the Award Date. Except as otherwise provided in an Award Agreement
or any special Plan document governing an Award, a Participant shall have none of the rights of a shareowner with respect to Restricted
Stock Units until Shares of Stock are released in settlement of such Awards.
9.3 DIVIDENDS ON RESTRICTED STOCK. Any Unvested Dividends shall be paid to the Participant only if and when such shares become
free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Unvested Dividends
will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock
or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability
provisions applicable to the underlying shares of Restricted Stock. No interest will be paid on Unvested Dividends.
9.4 DIVIDEND
EQUIVALENTS ON RESTRICTED STOCK UNITS. An Award of Restricted Stock Units may provide the holder thereof with the right to
receive Dividend Equivalents. Dividend Equivalents may be credited to an account for the Participant and may be settled in cash
and/or Shares, in each case to the extent provided in the applicable Award agreement. Dividend Equivalents with respect to Restricted
Stock Units will be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect
to which paid. No interest will be paid on Dividend Equivalents.
9.4. FORFEITURE. Subject to the terms of the Award Agreement and except as otherwise determined by the Committee at the time
of the grant of the Award or thereafter, upon termination of Continuous Service during the applicable restriction period or upon
failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that
are at that time subject to restrictions shall be forfeited.
9.5. DELIVERY
OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the Award Date either by book-entry
registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or
one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant.
If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates
must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.
ARTICLE
10
PERFORMANCE AWARDS
10.1. PERFORMANCE
AWARDS. The Committee is authorized to make any Award under this Plan, including cash-based Awards, with performance-based
vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting
criteria are referred to herein as Performance Awards. The Committee shall have the complete discretion to determine the number of Performance Awards made to each Eligible Participant, subject to Section 5.4, and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an Award Agreement, or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.
10.2. PERFORMANCE
GOALS. The Committee may establish performance goals for Performance Awards that may be based on any criteria selected by
the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate
to the performance of the Participant, a Subsidiary or a division, region, department or function within the Company or a Subsidiary.
If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company
or the manner in which the Company or a Subsidiary conducts its business, or other events or circumstances render performance
goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate.
If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the
Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change
or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period
comparable to the initial goals and period, or (ii) make a cash payment to the Participant in an amount determined by the Committee.
10.3. CERTIFICATION OF PERFORMANCE GOALS. Any payment of a Performance Award granted with performance goals pursuant to Section
10.2 above shall be conditioned on the written certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.
10.4. DIVIDEND
EQUIVALENTS ON PERFORMANCE AWARDS. A Performance Award may provide the holder thereof with the right to receive Dividend Equivalents.
Dividend Equivalents may be credited to an account for the Participant and may be settled in cash and/or Shares, in each case to the
extent provided in the applicable Performance Award agreement. Dividend Equivalents with respect to Performance Awards will be subject
to the same restrictions on transfer and forfeitability as the Performance Award with respect to which paid. No interest will be paid
on Dividend Equivalents.
ARTICLE
11
STOCK
OR OTHER STOCK-BASED AWARDS
The
Committee is authorized, subject to limitations under applicable law, to make such other Awards that are payable in, valued in
whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with
the purposes of the Plan, including without limitation Shares awarded purely as a “bonus” and not subject to any restrictions
or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, and Awards valued
by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The
Committee shall determine the terms and conditions of such Awards.
ARTICLE
12
PROVISIONS
APPLICABLE TO AWARDS
12.1. AWARD
AGREEMENTS. Each Award shall be evidenced by an Award Agreement. Each Award Agreement shall include such provisions, not inconsistent
with the Plan, as may be specified by the Committee.
12.2. FORM
OF PAYMENT FOR AWARDS. At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of
cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such
terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards
paid in the form of Stock, restrictions on transfer and forfeiture provisions.
12.3. LIMITS
ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability
of such Participant to any other party other than the Company or a Subsidiary. No unexercised or restricted Award shall be assignable
or transferable by a Participant other than by will or the laws of descent and distribution.
12.4. STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions
as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules
of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock Agreement or issue instructions to the transfer agent to reference restrictions applicable to the
Stock.
12.5. TREATMENT
UPON TERMINATION OF SERVICE. The applicable Award Agreement or other special Plan document governing an Award
shall specify the treatment of such Award upon the termination of a Participant’s Continuous Service.
12.6. EFFECT OF A CHANGE IN CONTROL. The provisions of this Section 12.6 shall apply in the case of a Change in Control, unless
otherwise provided in the Award Agreement or any special Plan document or separate agreement with a Participant governing an Award.
| (a) | Awards
Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the
Surviving Entity or otherwise equitably converted or substituted in connection with a
Change in Control: if within one year after the effective date of the Change in Control,
a Participant’s employment is involuntarily terminated other than for cause, then
(i) all of that Participant’s outstanding Options or SARs shall become fully exercisable,
(ii) all time-based vesting restrictions on his or her outstanding Awards shall lapse,
and (iii) the payout level under all of that Participant’s performance-based Awards
that were outstanding immediately before the effective time of the Change in Control
shall be determined and deemed to have been earned as of the date of termination based
upon (A) an assumed achievement of all relevant performance goals at the “target”
level if the date of termination occurs during the first half of the applicable performance
period, or (B) the actual level of achievement of all relevant performance goals against
target (measured as of the end of the calendar quarter immediately preceding the date
of termination), if the date of termination occurs during the second half of the applicable
performance period, and, in either such case, there shall be a pro rata payout to such
Participant within 60 days following the date of termination of employment (unless a
later date is required under Section 15.3), based upon the length of time (in days) within
the performance period that has elapsed prior to the date of termination of employment.
Any Options or SARs shall thereafter continue or lapse in accordance with the other provisions
of the Plan and the Award Agreement. |
| (b) | Awards
not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in
Control, and except with respect to any Awards assumed by the Surviving Entity or otherwise
equitably converted or substituted in connection with the Change in Control in a manner
approved by the Committee or the Board: (i) outstanding Options or SARs shall become
fully exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse,
and (iii) the payout level attainable under outstanding performance-based Awards shall
be deemed to have been fully earned as of the effective date of the Change in Control
based upon (A) an assumed achievement of all relevant performance goals at the “target”
level if the Change in Control occurs during the first half of the applicable performance
period, or (B) the actual level of achievement of all relevant performance goals against
target measured as of the date of the Change in Control, if the Change in Control occurs
during the second half of the applicable performance period, and, in either such case,
there shall be a pro rata payout to Participants within 60 days following the Change
in Control (unless a later date is required by Section 15.3 hereof), based upon the length
of time (in days) within the performance period that has elapsed prior to the Change in Control. Any Options or SARs shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. |
12.7. ACCELERATION FOR OTHER REASONS. The Committee may in its sole discretion at any time determine that all or a portion of
a Participant’s Options or SARs shall become fully or partially exercisable, that all or a part of the restrictions on all
or a portion of the Participant’s outstanding Awards shall lapse, and/or that any performance-based criteria with respect
to any Awards held by that Participant shall be deemed to be wholly or partially satisfied, in each case, as of such date as the
Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards made to a Participant
in exercising its discretion pursuant to this Section 12.7.
12.8. FORFEITURE EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation of material Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy. The Company shall seek to recover any Award made as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as amended, or any other “clawback” provision required by law or the listing standards of the Exchange.
12.9. SUBSTITUTE
AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of
another entity who become employees of the Company or a Subsidiary as a result of a merger or consolidation of the former employing
entity with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the former employing
corporation. The Committee may direct that the substitute awards be made on such terms and conditions as the Committee considers
appropriate in the circumstances.
ARTICLE
13
CHANGES
IN CAPITAL STRUCTURE
13.1. MANDATORY
ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its shareowners that causes the
per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights
offering, or large nonrecurring cash dividend), the Committee shall make such adjustments to the Plan and Awards as it deems
necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.
Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan;
(ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price or
base price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and
(iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall
not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock
right under Treas. Reg. Section 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in
the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the
outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the
outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 and 5.4 shall automatically be
adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any
additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price
therefor.
13.2. DISCRETIONARY
ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including,
without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 13.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock,
(ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after
a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction
or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled
by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified
date associated with the transaction, over the exercise or base price of the Award, or (v) any combination of the foregoing. The
Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants
are similarly situated.
13.3. GENERAL. Any discretionary adjustments made pursuant to this Article 13 shall be subject to the provisions of Section 14.2.
ARTICLE
14
AMENDMENT,
MODIFICATION AND TERMINATION
14.1.
AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at
any time and from time to time, amend, modify or terminate the Plan without shareowner approval; provided, however, that if
an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the
number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class
of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute
a material change requiring shareowner approval under applicable laws, policies or regulations or the applicable listing or
other requirements of an Exchange, then such amendment shall be subject to shareowner approval; and provided, further, that
the Board or Committee may condition any other amendment or modification on the approval of shareowners of the Company for
any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the listing or other
requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or
regulations.
14.2. AWARDS PREVIOUSLY MADE. At any time and from time to time, the Committee may amend, modify, or terminate any outstanding
Award without approval of the Participant; provided, however:
| (a) | Subject
to the terms of the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant’s consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or otherwise settled
on the date of such amendment or termination (with the per-share value of an Option or
SAR for this purpose being calculated as the excess, if any, of the Fair Market Value
as of the date of such amendment or termination over the exercise or base price of such
Award); |
| (b) | The
original term of an Option or SAR may not be extended without the prior approval of the
shareowners of the Company; |
| (c) | Except
as otherwise provided in Section 13.1, the exercise price of an Option or base price
of a SAR may not be reduced, directly or indirectly, without the prior approval of the
shareowners of the Company; and |
| (d) | No
termination, amendment, or modification of the Plan shall adversely affect any Award
previously made under the Plan, without the written consent of the Participant affected
thereby. An outstanding Award shall not be deemed to be “adversely affected”
by a Plan amendment if such amendment would not reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award). |
14.3.
COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any
Award Agreement to the contrary, the Board or the Committee may amend the Plan or an Award Agreement, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Agreement to any
present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to
the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant
agrees to any amendment made pursuant to this Section 14.3 to any Award made under the
Plan without further consideration or action.
14.4. CORRECTION
OF ERRORS. Notwithstanding anything in any Award Agreement to the contrary, the Committee may amend an Award Agreement,
to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of correcting errors occurring in
connection with the grant or documentation of an Award, including rescinding an Award erroneously granted, including, but not
limited to, an Award erroneously granted to an individual who does not qualify as an Eligible Participant on the date of
grant. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 14.4 to
any Award made under the Plan without further consideration or action.
ARTICLE
15
GENERAL PROVISIONS
15.1.
RIGHTS OF PARTICIPANTS.
| (a) | No
Participant or any Eligible Participant shall have any claim to receive any Award under
the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat
Participants or Eligible Participants uniformly, and determinations made under the Plan
may be made by the Committee selectively among Eligible Participants who receive, or
are eligible to receive, Awards (whether or not such Eligible Participants are similarly
situated). |
| (b) | Nothing
in the Plan, any Award Agreement or any other document or statement made with respect
to the Plan, shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate any Participant’s employment or status as an officer, or
any Participant’s service as a director, at any time, nor confer upon any Participant
any right to continue as an employee, officer or director of the Company or any Affiliate,
whether for the duration of a Participant’s Award or otherwise. |
| (c) | Neither
an Award nor any benefits arising under this Plan shall constitute an employment contract
with the Company or any Affiliate and, accordingly, subject to Article 14, this Plan
and the benefits hereunder may be terminated at any time in the sole and exclusive discretion
of the Committee without giving rise to any liability on the part of the Company or an
of its Affiliates. |
| (d) | No
Award gives a Participant any of the rights of a shareowner of the Company unless and
until Shares are in fact issued to such person in connection with such Award. |
15.2. WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy the Company’s federal, state, and local taxes withholding obligations (including any social tax obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company, or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Committee at the time the Award is made or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the amount that the Company determines is necessary to satisfy its withholding obligation. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
15.3. SPECIAL
PROVISIONS RELATED TO CODE SECTION 409A. It is intended that the payments and benefits provided under the Plan and any Award
shall either be exempt from the application of, or comply with the requirements of, Code Section 409A. The Plan and all Award
Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under
the Plan, or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers,
employees, or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties,
or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
15.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan, or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. In its sole discretion, the Committee may authorize the creation of grantor trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or payments in lieu of Shares with respect to Awards. This Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
15.5. RELATIONSHIP
TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in
such other plan. Nothing contained in the Plan will prevent the Company from adopting other or additional compensation arrangements,
subject to shareowner approval if such approval is required; and such arrangements may be either generally applicable or applicable
only in specific cases.
15.6. FRACTIONAL
SHARES. No fractional Shares shall be issued, and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.
15.7. GOVERNMENT AND OTHER REGULATIONS.
| (a) | Notwithstanding
any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan
may, during any period of time that such Participant is an affiliate of the Company (within
the meaning of the rules and regulations of the Securities and Exchange Commission under
the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an
effective registration statement under the 1933 Act, which is current and includes the
Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration
requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the
1933 Act. |
| (b) | Notwithstanding
any other provision of the Plan, if at any time the Committee shall determine that the
registration, listing or qualification of the Shares covered by an Award upon any Exchange
or under any foreign, federal, state or local law or practice, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such Award or the purchase or receipt of Shares thereunder,
no Shares may be purchased, delivered or received pursuant to such Award unless and until
such registration, listing, qualification, consent or approval shall have been effected
or obtained free of any condition not acceptable to the Committee. Any Participant receiving
or purchasing Shares pursuant to an Award shall make such representations and agreements
and furnish such information as the Committee may request to assure compliance with the
foregoing or any other applicable legal requirements. The Company shall not be required
to issue or deliver any certificate or certificates for Shares under the Plan prior to
the Committee’s determination that all related requirements have been fulfilled.
The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation, or requirement. |
15.8. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware.
15.9. SEVERABILITY. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as
invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid
or unenforceable provision was not contained herein.
15.10.
NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company
to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate,
sell, or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper
corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so
directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms
of an Award made to such Participant and specified by the Committee pursuant to the provisions of the Plan.
