Form 8-K

8-K — MOHAWK INDUSTRIES INC

Accession: 0001104659-26-065151

Filed: 2026-05-21

Period: 2026-05-21

CIK: 0000851968

SIC: 2273 (CARPETS AND RUGS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2615069d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615069d1_ex10-1.htm)

GRAPHIC (tm2614381d1_8kimg001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615069d1_8k.htm · Sequence: 1

false

0000851968

2026-05-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 21, 2026

MOHAWK INDUSTRIES, INC.

(Exact name of registrant as specified in its

charter)

Delaware

01-13697

52-1604305

(State

or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

160

S. Industrial Blvd., Calhoun, Georgia

30701

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (706) 629-7721

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (CFR 240.17R 240.13e-4(c))

Securities Registered Pursuant to Section 12(b)

of the Act:

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on Which Registered

Common

Stock, $.01 par value

MHK

New

York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company   ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Principal Officers; Election

of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

As described below in Item 5.07 of this Current

Report on Form 8-K, on May 21, 2026, at the 2026 Annual Meeting of Stockholders of Mohawk Industries, Inc. (the “Company”)

(such meeting, the “Annual Meeting”), the stockholders of the Company approved the Mohawk Industries, Inc. 2026 Incentive

Plan (the “2026 Plan”). The 2026 Plan was adopted by the Company’s Board of Directors (the “Board”) and

became effective on May 21, 2026 (the “Effective Date”), following approval by the stockholders at the Annual Meeting.

Term. Unless terminated sooner in accordance

with the terms of the 2026 Plan or extended with shareholder approval, the 2026 Plan will terminate on the day before the tenth anniversary

of the Effective Date, May 21, 2036.

Types of Awards. The 2026 Plan provides

for the grant of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards,

dividend equivalent rights, other equity-based awards, and cash-based awards.

Eligibility. All employees, officers, directors

or consultants of the Company or any Affiliate (as defined in the 2026 Plan) are eligible to receive awards under the 2026 Plan.

Shares Reserved for Issuance. The maximum

number of shares of the Corporation’s common stock, $0.01 par value per share (the “Common Stock”), that may be issued

under the 2026 Plan will be equal to 3,500,000 shares of Common Stock, less one share for every one share subject to an award granted

under the Company’s 2017 Incentive Plan (the “Prior Plan”) after December 31, 2025 and prior to May 21, 2026. After

December 31, 2025, any shares subject to an award under the Prior Plan that is terminated or expires unexercised, is settled for

cash, or is canceled, forfeited or lapses for any reason will, to the extent of such termination, expiration, cash settlement, cancellation,

forfeiture or lapse, be added to the shares available for grant under the Prior Plan on a one-for-one basis.

A description of the material terms of the 2026

Plan is set forth in Proposal 4 contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities

and Exchange Commission on April 4, 2026. The above description of the certain terms of the 2026 Plan is qualified in all respects by

the full text of the 2026 Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 21, 2026. Below

are the final voting results of the items voted on at the Annual Meeting:

(1) Votes regarding the election of the following persons as directors for a three-year term beginning in 2026 were as follows:

Name

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

Karen A. Smith Bogart

42,231,791

10,370,977

14,302

2,725,067

Jeffrey S. Lorberbaum

51,075,758

1,334,971

206,341

2,725,067

Bernard P. Thiers

50,844,377

1,566,270

206,423

2,725,067

(2) Votes regarding ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal

year ending December 31, 2026 were as follows:

Votes For

Votes Against

Votes Abstain

53,226,241

2,102,519

13,377

(3) Votes regarding the non-binding, advisory vote with respect to the compensation of the Company’s Named Executive Officers were

as follows:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

48,793,836

3,732,023

91,211

2,725,067

(4) Votes regarding the approval of the 2026 Plan were as follows:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

51,757,386

840,558

19,126

2,725,067

No vote is being reported for a stockholder proposal regarding a majority vote standard. Neither the proponent nor a qualified representative

of the proponent attended the Annual Meeting to present the proposal, as required, and therefore, the stockholder proposal was not acted

upon by the stockholders.

Item 9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

10.1

Mohawk Industries, Inc. 2026 Incentive Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mohawk

Industries, Inc.

Date:

May

21, 2026

By:

/s/

R. David Patton

David Patton

Vice

President - Business Strategy and General Counsel

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615069d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

MOHAWK INDUSTRIES, INC.

2026 INCENTIVE PLAN

ARTICLE 1

PURPOSE

1.1. GENERAL. The

purpose of the Mohawk Industries, Inc. 2026 Incentive Plan (the “Plan”) is to promote the success, and enhance

the value, of Mohawk Industries, Inc. (the “Company”), by linking the personal interests of employees, officers,

directors and consultants of the Company or any Affiliate (as defined below) to those of Company stockholders 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, directors and consultants upon whose judgment, interest, and special effort the

successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards

from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates.

ARTICLE 2

DEFINITIONS

2.1. DEFINITIONS. When

a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word

or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning

is required by the context. The following words and phrases shall have the following meanings:

(a)

“Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b)

“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards, Dividend Equivalents, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c)

“Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d)

“Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

(e)

“Board” means the Board of Directors of the Company.

(f)

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however, that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined in good faith by the Committee: (i) continued neglect in the performance of duties assigned to the Participant (other than for a reason beyond the control of the Participant) or repeated unauthorized absences by the Participant during scheduled work hours; (ii) material breach by the Participant of any published Company code of conduct or code of ethics, (iii) egregious and willful misconduct, including dishonesty, fraud or continued intentional violation of Company or Affiliate policies and procedures which is reasonably determined to be detrimental to the Company or an Affiliate; (iv) final conviction of a felonious crime; or (v) repeated material failure to meet reasonable performance criteria as established by the Company or an Affiliate and communicated to the Participant. With respect to a Participant’s termination of directorship, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee, unless a contrary definition is contained in the applicable Award Certificate: (i) egregious and willful misconduct, (ii) final conviction of a felonious crime, or (iii) any act or failure to act that constitutes cause for removal of a director under applicable Delaware law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.

(g)

“Change in Control” means and includes the occurrence of any one of the following events but shall specifically exclude a Public Offering:

(i) during

any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board of Directors of the Company (the

“Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person

becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of

at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that

no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with

respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of

proxies or consents by or on behalf of any Person other than the Board or the Lorberbaum Family (“Proxy Contest”),

including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director;

(ii) any

Person becomes a Beneficial Owner, directly or indirectly, of either (A) 25% or more of the then-outstanding shares of common stock

of the Company (“Company Common Stock”) or (B) securities of the Company representing 25% or more of the combined

voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company

Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions

of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (v) an acquisition directly from the

Company, (w) an acquisition by the Company or a Subsidiary, (x) an acquisition by any employee benefit plan (or related trust)

sponsored or maintained by the Company or any Subsidiary, (y) an acquisition pursuant to a Non-Qualifying Transaction (as defined

in subsection (iii) below), or (z) any acquisition by the Lorberbaum Family (as defined herein); or

(iii) the

consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the

Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s

assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”),

unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities

who were the Beneficial Owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately

prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding

shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election

of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation,

an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either

directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their

ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding

Company Voting Securities, as the case may be, and (B) no Person (other than (w) the Lorberbaum Family, (x) the Company

or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust)

sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 25% or more of the total common stock

or 25% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and

(C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of

the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization,

Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying

Transaction”).

For purposes of

this definition, the term “Lorberbaum Family” shall mean, in the aggregate, Jeffrey S. Lorberbaum, his siblings, the

spouse of such individuals, all lineal descendants of Jeffrey S. Lorberbaum and his siblings, the spouses of such descendants, all partnerships,

corporations and other entities, the equity interests in which are primarily held by the individuals referenced in this definition, and

all trusts or other entities the primary beneficiaries of which are the individuals referenced in this definition.

(h)

“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.

(i)

“Committee” means the committee of the Board described in Article 4.

(j)

“Company” means Mohawk Industries, Inc., a Delaware corporation, or any successor corporation.

(k)

“Continuous Service” means the absence of any interruption or termination of service as an employee, officer, director or consultant of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, (iii) a Participant transfers from being an employee of the Company or an Affiliate to being a director of the Company or of an Affiliate, or vice versa, (iv) in the discretion of the Committee, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or of an Affiliate, or vice versa, (v) in the discretion of the Committee as specified at or prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or an Affiliate, or vice versa, or (vi) any leave of absence authorized in writing by the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive; provided, however, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).

(l)

“Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

(m)

“Disability” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. 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.

(n)

“Dividend Equivalent” means a right granted to a Participant under Article 11.

(o)

“Effective Date” has the meaning assigned such term in Section 3.1.

(p)

“Eligible Participant” means an employee, officer, director or consultant of the Company or any Affiliate. Persons providing services as contractual employees of the Company or any Affiliate through a management, staffing, employee leasing or other similar contractual arrangement shall be Eligible Participants.

(q)

“Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.

(r)

“Fair Market Value” on any date, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, 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.

(s)

“Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).

(t)

“Good Reason” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment, consulting, severance or similar agreement, if any, between a Participant and the Company or an Affiliate; provided, however, that if there is no such employment, consulting, severance or similar agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given such term in the applicable Award Certificate. If not defined in each such document, the term “Good Reason” as used herein shall mean a material reduction by the employer in the Participant’s base salary and target annual bonus opportunity (10% or more in the aggregate) as in effect on the Change in Control, unless a similar reduction is made in base salary and target annual bonus opportunity of peer employees, without the consent of the Participant (in each case, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Participant).

(u)

“Grant 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. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.

(v)

“Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.

(w)

“Independent Directors” means those members of the Board of Directors who qualify at any given time as (a) an “independent” director under the applicable rules of each Exchange on which the Shares are listed, and (b) a “non-employee” director under Rule 16b-3 of the 1934 Act.

(x)

“Non-Employee Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.

(y)

“Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.

(z)

“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. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(aa)

“Other Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or is valued by reference to Stock or other Awards relating to Stock.

(bb)

“Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

(cc)

“Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

(dd)

“Performance Award” means any award granted under the Plan pursuant to Article 10.

(ee)

“Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.

(ff)

“Plan” means the Mohawk Industries, Inc. 2026 Incentive Plan, as amended from time to time.

(gg)

“Prior Plan” means the Mohawk Industries, Inc. 2017 Incentive Plan, as amended from time to time.

(hh)

“Restricted Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.

(ii)

“Restricted Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.

(jj)

“Retirement” unless otherwise

defined in an Award Certificate, in the case of an employee, means termination of employment (other than a termination for Cause) with

the Company, a Parent or Subsidiary after attaining age sixty (60) with at least ten (10) years of Continuous Service on the

date of such termination and “Retirement” in the case of a non-employee director of the Company means retirement of the director

in accordance with the provisions of the Company’s bylaws as in effect from time to time or the failure to be re-elected or re-nominated

as a director; provided in either case that the director has completed at least six years as a director of the Company. Retirement

shall not apply to consultants who are not also directors.

(kk)

“Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Article 14, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Article 14.

(ll)

“Stock” means the $0.01 par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 14.

(mm)

“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.

(nn)

“Subsidiary” means any corporation, limited liability company, partnership or other entity, domestic or foreign, of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.

(oo)

“1933 Act” means the Securities Act of 1933, as amended from time to time.

(pp)

“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

ARTICLE 3

EFFECTIVE TERM OF PLAN

3.1. EFFECTIVE DATE. The

Plan shall be effective as of the date it is approved by the stockholders of the Company (the “Effective Date”).

3.2. TERMINATION OF PLAN. Unless

earlier terminated as provided herein, the Plan shall continue in effect until the date of the 2036 stockholders’ meeting or, if

the stockholders 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. Notwithstanding the foregoing, no

Incentive Stock Options may be granted more than ten (10) years after the Effective Date.

ARTICLE 4

ADMINISTRATION

4.1. COMMITTEE. The

Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors) or, at the

discretion of the Board from time to time, the Plan may be administered by the Board. Unless and until changed by the Board, the Compensation

Committee of the Board is designated as the Committee to administer the Plan. 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 shall fail to qualify as an Independent Director or shall fail to abstain from such action shall not invalidate any

Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by,

and may be changed at any time and from time to time in the discretion of, the Board. The Board may reserve to itself any or all of the

authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the

extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan,

it shall have all the powers and protections of the Committee hereunder, and any reference herein to the Committee (other than in this

Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee,

the actions of the Board shall control.

4.2. ACTION AND INTERPRETATIONS

BY THE COMMITTEE. For purposes of administering the Plan, 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 granted under the Plan, any Award Certificate and all decisions and determinations

by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled

to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company

or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive

compensation consultant or other professional retained by the Company or the Committee to assist in the administration of the Plan. 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 hereof, the Committee has the exclusive power, authority and discretion to:

(a)

grant Awards;

(b)

designate Participants;

(c)

determine the type or types of Awards to be granted to each Participant;

(d)

determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;

(e)

determine the terms and conditions of any Award granted under the Plan;

(f)

prescribe the form of each Award Certificate, which need not be identical for each Participant;

(g)

decide all other matters that must be determined in connection with an Award;

(h)

establish, adopt or revise any plan, program or policy for the grant of Awards as it may deem necessary or advisable, including but not limited to short-term incentive programs, and any special plan documents;

(i)

establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;

(j)

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;

(k)

amend the Plan or any Award Certificate as provided herein; and

(l)

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 granted to participants located in the United States or such other jurisdictions and to further the objectives of the Plan.

4.4. DELEGATION.

(a)

Administrative Duties. The Committee may delegate to one or more of its members or to one or more officers of the Company or an Affiliate 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.

(b)

Special Committee. The Board may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates 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 to an officer of the Company may not be made with respect to the grant of Awards to Eligible Participants who are subject to Section 16(a) of the 1934 Act at the Grant Date. The acts of such delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the Compensation 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 Section 5.2 and Section 14.1, the aggregate number of Shares reserved and available for issuance

pursuant to Awards granted under the Plan shall be 3,500,000 less one share for every one share subject to an award granted under the

Prior Plan after December 31, 2025 and prior to the Effective Date, all of which may be issued as Incentive Stock Options. After

December 31, 2025, any shares subject to an award under the Prior Plan that is terminated or expires unexercised, is settled for

cash, or is canceled, forfeited or lapses for any reason shall, to the extent of such termination, expiration, cash settlement, cancellation,

forfeiture or lapse, be added to the shares available for grant under the Plan on a one-for-one basis. From and after the Effective Date,

no further awards shall be granted under the Prior Plan, and the Prior Plan shall remain in effect only so long as awards granted thereunder

shall remain outstanding.

5.2. SHARE COUNTING. Shares

covered by an Award shall be subtracted from the Plan share reserve as of the Grant Date, but shall be added back to the Plan share reserve

or otherwise treated in accordance with subsections (a) through (g) of this Section 5.2.

(a)

To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, 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 granted under the Plan.

(b)

Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.

(c)

Shares withheld from an Award to satisfy tax withholding requirements will 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 will not be added to the Plan share reserve.

(d)

The full number of Shares subject to an Option shall count against the number of Shares remaining available for issuance pursuant to Awards granted 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) .

(e)

Upon exercise of SARs that are settled in Shares, the full number of SARs (rather than any lesser number based on 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.

(f)

Substitute Awards granted pursuant to Section 13.12 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.

(g)

Subject to applicable Exchange requirements, shares available under a stockholder-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 granted to individuals who were not employees of the Company or its Affiliates 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.

5.4 NON-EMPLOYEE DIRECTOR

COMPENSATION. The maximum number of Shares subject to Awards granted during a single fiscal year to any Non-Employee Director for

his or her services as a Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal

year for his or her services as a Non-Employee Director, shall not exceed $750,000 in total value (calculating the value of any such Awards

based on the grant date fair value of such Awards for financial reporting purposes), or $1,000,000 in total value during a fiscal year

in the case of a Non-Employee Director who serves as Chairman of the Board or Lead Independent Director.

ARTICLE 6

ELIGIBILITY

6.1. GENERAL. Awards

may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are employees of

the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service

providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer

of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.

ARTICLE 7

STOCK OPTIONS

7.1. GENERAL. The

Committee is authorized to grant Options to 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 13.12) shall not be less than the Fair Market Value as of the Grant Date.

(b)

Prohibition on Repricing. Except as otherwise provided in Section 14.1, without the prior approval of stockholders 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, and (iii) the Company may not repurchase an Option for value (in cash 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), and may include in the Award Certificate a provision that an Option that is otherwise exercisable and has an exercise price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term by means of a “net exercise,” thus entitling the optionee to Shares equal to the intrinsic value of the Option on such exercise date, less the number of Shares required for tax withholding. 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 Grant 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 (iv) any other “cashless exercise” arrangement.

(e)

Exercise Term. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall be exercisable for more than ten years from the Grant Date. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (x) the exercise of the Option is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the Committee may provide that the term of the Option shall be extended but not beyond a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement and provided further that no extension will be made if the exercise price of such Option at the date the initial term would otherwise expire is above the Fair Market Value.

(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 Dividend Equivalents.

7.2. INCENTIVE STOCK OPTIONS. The

terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section 422 of the Code. Without

limiting the foregoing, any Incentive Stock Option granted to a Participant who at the Grant Date owns more than 10% of the voting power

of all classes of shares of the Company must have an exercise price per Share of not less than 110% of the Fair Market Value per Share

on the Grant Date and an Option term of not more than five years. If all of the requirements of Section 422 of the Code (including

the above) are not met, the Option shall automatically become a Nonstatutory Stock Option.

ARTICLE 8

STOCK APPRECIATION RIGHTS

8.1. GRANT OF STOCK APPRECIATION

RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to 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 Certificate, which shall not be less than the Fair Market Value of one Share on the Grant Date.

(b)

Prohibition on Repricing. Except as otherwise provided in Section 14.1, without the prior approval of the stockholders 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 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, and may include in the Award Certificate a provision that a SAR that is otherwise exercisable and has a base price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term, thus entitling the holder to cash or Shares equal to the intrinsic value of the SAR on such exercise date, less the cash or number of Shares required for tax withholding. Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for more than ten years from the Grant Date. Notwithstanding the foregoing, in the event that on the last business day of the term of a SAR (x) the base price of the SAR is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the Committee may provide that the term of the SAR shall be extended but not beyond a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement and provided further that no extension will be made if the base price of such SAR at the date the initial term would otherwise expire is above the Fair Market Value.

(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 Dividend Equivalents.

(f)

Other Terms. All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any other terms and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in the Award Certificate.

ARTICLE 9

RESTRICTED STOCK AND STOCK UNITS

9.1. GRANT OF RESTRICTED

STOCK AND STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units

or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee.

An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate setting forth

the terms, conditions, and restrictions applicable to the Award.

9.2. ISSUANCE AND RESTRICTIONS. Restricted

Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on transferability and other restrictions

as the Committee may impose (including, for example, limitations on the right to vote Restricted Stock or the right to receive dividends

on the Restricted Stock). 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.

Except as otherwise provided in an Award Certificate or any special Plan document governing an Award, a Participant shall have none of

the rights of a stockholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid

in settlement of such Awards.

9.3. DIVIDENDS ON RESTRICTED

STOCK. Unless otherwise provided by the Committee, dividends accrued on shares of Restricted Stock before they are

vested shall be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the

host Award becomes vested, and, in either case, any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to

the Company without further consideration or any act or action by the Participant. In no event shall dividends be paid or distributed

until the vesting restrictions of the underlying Restricted Stock Award lapse.

9.4. FORFEITURE. Subject

to the terms of the Award Certificate 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 Grant 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. GRANT OF PERFORMANCE

AWARDS. The Committee is authorized to grant 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 granted to each Participant and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance

Awards shall be evidenced by an Award Certificate 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 which 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,

an Affiliate or a division, region, department or function within the Company or an Affiliate. 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 an Affiliate

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.

ARTICLE 11

DIVIDEND EQUIVALENTS

11.1. GRANT OF DIVIDEND

EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted

hereunder. Dividend Equivalents shall entitle the Participant to receive payments equal to ordinary cash dividends or distributions with

respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined by the Committee. Dividend Equivalents

accruing on unvested Full-Value Awards shall, as provided in the Award Certificate, either (i) be reinvested in the form of additional

Shares (subject to Share availability under Section 5.1 hereof), which shall be subject to the same vesting provisions as provided

for the host Award, or (ii) be credited by the Company to an account for the Participant and accumulated without interest until the

date upon which the host Award becomes vested, and, in either case, any Dividend Equivalents accrued with respect to forfeited Awards

will be reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall Dividend Equivalents

be paid or distributed until the vesting restrictions of the underlying Full-Value Award lapse.

ARTICLE 12

STOCK OR OTHER STOCK-BASED AWARDS

12.1. GRANT OF STOCK OR

OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant

to Participants 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 (but subject to Section 13.6)

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 13

PROVISIONS APPLICABLE TO AWARDS

13.1. AWARD CERTIFICATES. Each

Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan,

as may be specified by the Committee.

13.2. 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. Further, payment of Awards may be made in the form of a lump sum, or

in installments, as determined by the Committee.

13.3. 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 an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any

other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant

other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic

relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award under the Plan;

provided, however, that the Committee may (but need not) permit other transfers (other than transfers for value) where the

Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended

to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable,

taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable

Awards.

13.4. BENEFICIARIES. Notwithstanding

Section 13.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the

Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian,

legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award

Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional

restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, any

payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may

be changed or revoked by a Participant, in the manner provided by the Company, at any time provided the change or revocation is filed

with the Committee.

13.5. 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 certificate or

issue instructions to the transfer agent to reference restrictions applicable to the Stock.

13.6 MINIMUM VESTING REQUIREMENTS.

Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based awards) shall vest

no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject

to the foregoing minimum vesting requirement: (i) substitute Awards granted in connection with awards that are assumed, converted

or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries, (ii) Shares

delivered in lieu of fully-vested cash obligations (iii) Awards to Non-Employee Directors that vest on earlier of the one-year anniversary

of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s

annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available Shares

reserved and authorized for issuance under the Plan pursuant to Section 5.1 (subject to adjustment under Section 14.1); and,

provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability

or vesting of any Award, including in cases of Retirement, death, Disability, other termination of employment or a Change in Control,

in the terms of the Award Certificate or otherwise.

13.7. ACCELERATION UPON

DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document or

separate agreement with a Participant governing an Award, upon the termination of a person’s Continuous Service by reason of death

or Disability:

(a)

all of that Participant’s outstanding Options and SARs shall become fully exercisable, and shall thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the Option or SAR;

(b)

all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination; and

(c)

the payout opportunities attainable under all of that Participant’s outstanding Performance Awards shall be determined as provided in the Award Certificate or any special Plan document governing the Award or an employment or similar agreement with the Participant.

To the extent that this provision

causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed

to be Nonstatutory Stock Options.

13.8. EFFECT OF A CHANGE

IN CONTROL. Unless otherwise provided in an Award Certificate, this Section 13.8 governs the treatment of Awards upon a

Change in Control.

(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 terminated without Cause or the Participant resigns for Good Reason, 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 Awards that were outstanding immediately prior to 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 an assumed achievement of all relevant performance goals at the “target” level, and there shall be a prorata payout to such Participant within sixty (60) days following the date of termination of employment (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment. With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Certificate includes such provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. Any Options or SARs shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

(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 target payout opportunities attainable under outstanding Performance Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon an assumed achievement of all relevant performance goals at the “target” level, and there shall be a prorata payout to Participants within sixty (60) days following the Change in Control (unless a later date is required by Section 16.4 hereof), based upon the length of time 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 Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

13.9. TREATMENT UPON RETIREMENT. Except

as otherwise provided in the Award Certificate or any special Plan document or separate agreement with a Participant governing an Award,

upon a Participant’s Retirement:

(a)

each of that Participant’s outstanding Options and SARs shall continue to vest as if the Participant’s Continuous Service had not terminated and will remain exercisable through the later of (i) the first anniversary of the termination date of the Participant’s Continuous Service and (ii) the first anniversary of the final vesting date; provided, however, in no event shall an Option or SAR be exercisable after the expiration of its term; and further provided, that if the Participant competes with the Company after Retirement by being employed by, serving as a consultant for, owning or otherwise providing services for a floor covering company or other competitor of the Company, as determined in the sole discretion of the Committee, such Participant’s Options and SARs will cease to vest, any of his or her unvested Options and SARs will terminate immediately, and any of his or her vested Options and SARs will continue to be exercisable for a period of thirty (30) days from the date the Committee makes a determination that the Participant engaged in competitive activities; and

(b)

each of that Participant’s outstanding Restricted Stock, Restricted Stock Units and Deferred Stock Units shall continue to vest as if the Participant’s Continuous Service had not terminated; provided, however, that if the Participant competes with the Company after Retirement by being employed by, serving as a consultant for, owning or otherwise providing services for a floor covering company or other competitor of the Company, as determined in the sole discretion of the Committee, the Participant’s Restricted Stock Units and Deferred Stock Units will cease to vest, any of his or her unvested Restricted Stock Units will terminate immediately, and any of his or her vested Restricted Stock Units and Deferred Stock Units will be settled pursuant to their terms.

To the extent that this provision

causes Incentive Stock Options to fail to meet the requirements of Code Section 422, such Options shall be deemed to be Nonstatutory

Stock Options. To the extent that, pursuant to this provision, any Incentive Stock Options are exercised more than three months after

the date of the Participant’s termination due to Retirement, such Options shall be deemed to be Nonstatutory Stock Options.

13.10. DISCRETION TO ACCELERATE

AWARDS. Regardless of whether an event has occurred as described in Section 13.7, 13.8 or 13.9 above,

the Committee may in its sole discretion determine that, upon the termination of service of a Participant for any reason, or the occurrence

of a Change in Control, all or a portion of such 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 granted

to a Participant in exercising its discretion pursuant to this Section 13.10.

13.11. FORFEITURE EVENTS. Awards

under the Plan shall be subject to any compensation recoupment policy that the Committee may adopt from time to time that is applicable

by its terms to the Participant. In addition, the Committee may specify in an Award Certificate 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.

13.12. 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 an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an

Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may

direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

ARTICLE 14

CHANGES IN CAPITAL STRUCTURE

14.1. MANDATORY ADJUSTMENTS. In

the event of a nonreciprocal transaction between the Company and its stockholders 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

authorization limits under Section 5.1 shall be adjusted proportionately, and 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

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. Sections 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

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.

14.2. 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 14.1), 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, (v) that performance targets and performance periods for Performance Awards will be modified,

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.

14.3. GENERAL. Any

discretionary adjustments made pursuant to this Article 14 shall be subject to the provisions of Section 15.2. To the extent

that any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive Stock Options,

such Options shall be deemed to be Nonstatutory Stock Options.

ARTICLE 15

AMENDMENT, MODIFICATION AND TERMINATION

15.1. 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 stockholder 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 stockholder approval under applicable laws, policies

or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval;

and provided, further, that the Board or Committee may condition any other amendment or modification on the approval of stockholders 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.

Without the prior approval of the stockholders of the Company, the Plan may not be amended to permit: (i) the exercise price or base

price of an Option or SAR to be reduced, directly or indirectly, (ii) an Option or SAR to 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 or base price of the original Option or

SAR, or (iii) the Company to repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair

Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR.

15.2. AWARDS PREVIOUSLY

GRANTED. 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 Certificate, 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 stockholders of the Company;

(c)

Except as otherwise provided in Section 14.1, without the prior approval of the stockholders of the Company, (i) the exercise price of an Option or base price of a SAR may not be reduced, directly or indirectly, (ii) an option or 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 exercise price or base price of the original Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR; and

(d)

No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted 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).

15.3. COMPLIANCE AMENDMENTS. Notwithstanding

anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect

retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present

or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), 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 15.3 to any Award granted under the Plan without further consideration or action.

ARTICLE 16

GENERAL PROVISIONS

16.1. RIGHTS OF PARTICIPANTS.

(a)

No Participant or any Eligible Participant shall have any claim to be granted 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 Certificate 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 or consultant, at any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant 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 15, 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 any of its Affiliates.

(d)

No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

16.2. 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 federal, state, and local taxes (including the Participant’s FICA 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 granted 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 required

to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction

as may be permitted under then-current accounting principles to qualify for equity classification), in accordance with such procedures

as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion,

deems appropriate.

16.3 CLAWBACK. All

Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback,

forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii) applicable

law.

16.4. SPECIAL PROVISIONS

RELATED TO SECTION 409A OF THE CODE.

(a)

General. 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 Section 409A of the Code. The Plan and all Award Certificates 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.

(b)

Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the Change in Control, Disability or separation from service, as applicable.

(c)

Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company shall determine which Awards or portions thereof will be subject to such exemptions.

(d)

Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i)

the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and

(ii)

the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

(e)

Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).

(f)

Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.

(g)

Permitted Acceleration. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).

16.5. 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 Certificate

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 or with respect to Awards. This Plan is not intended to be subject to ERISA.

16.6. 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 stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only

in specific cases.

16.7. EXPENSES. The

expenses of administering the Plan shall be borne by the Company and its Affiliates.

16.8. TITLES AND HEADINGS. The

titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the

Plan, rather than such titles or headings, shall control.

16.9. GENDER AND NUMBER. Except

where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the

singular and the singular shall include the plural.

16.10. 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.

16.11. 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.

16.12. GOVERNING LAW. To

the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the

laws of the State of Georgia.

16.13. 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.

16.14. 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 granted to such Participant and

specified by the Committee pursuant to the provisions of the Plan.

GRAPHIC

Filename: tm2614381d1_8kimg001.jpg · Sequence: 6

Binary file (4390 bytes)

Download tm2614381d1_8kimg001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 21, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 21, 2026

Entity File Number

01-13697

Entity Registrant Name

MOHAWK INDUSTRIES, INC.

Entity Central Index Key

0000851968

Entity Tax Identification Number

52-1604305

Entity Incorporation, State or Country Code

Entity Address, Address Line One

160

S. Industrial Blvd.

Entity Address, City or Town

Calhoun

Entity Address, State or Province

Entity Address, Postal Zip Code

30701

City Area Code

706

Local Phone Number

629-7721

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $.01 par value

Trading Symbol

MHK

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration