Form 8-K

8-K — AMERICAN EAGLE OUTFITTERS INC

Accession: 0001193125-26-288667

Filed: 2026-06-29

Period: 2026-06-26

CIK: 0000919012

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

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 — d130688d8k.htm (Primary)

EX-10.1 (d130688dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d130688d8k.htm · Sequence: 1

8-K

AMERICAN EAGLE OUTFITTERS INC false 0000919012 0000919012 2026-06-26 2026-06-26

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) June 26, 2026

AMERICAN EAGLE OUTFITTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-33338

13-2721761

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

77 Hot Metal Street

Pittsburgh, Pennsylvania

15203-2329

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (412) 432-3300

N/A

(Former name or former address, if changed since last report.)

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 communications pursuant to Rule 425 under the 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 (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.01 par value

AEO

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

At the Annual Meeting of Stockholders of American Eagle Outfitters, Inc. (the “Company”) held on June 26, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (the “2023 Plan” and, as amended and restated as of the Annual Meeting, the “A&R Plan”) to, among other things: (i) increase the number of shares available for issuance under the 2023 Plan by 9,680,000 shares; (ii) extend the term of the 2023 Plan from 2033 to 2036; and (iii) increase the limit on awards to non-employee directors from $750,000 to $1,000,000. The A&R Plan also makes certain clarifying and other changes to the terms of the 2023 Plan.

A more complete description of the terms of the A&R Plan can be found in “Proposal Four: Approval of an Amendment and Restatement of the 2023 Stock Award and Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference. The foregoing description and the description incorporated by reference from the 2026 Proxy Statement are qualified in their entireties by reference to the full text of the A&R Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As of May 1, 2026, the record date for the Annual Meeting, there were a total of 167,524,666 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 151,865,455 shares of Common Stock were represented in person by virtual participation or by proxy, and, therefore, a quorum was present.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

To elect Jay L. Schottenstein as a Class I director to serve until the Company’s 2029 Annual Meeting of Stockholders (“Proposal 1”);

To ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 (“Proposal 2”);

To approve, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers (“Proposal 3”); and

To approve an amendment and restatement of the 2023 Plan to increase the number of authorized shares thereunder (“Proposal 4”).

Proposal 1: Votes regarding the election of Jay L. Schottenstein as a Class I director were as follows:

Name

For

Against

Abstain

Broker Non-Votes

Jay L. Schottenstein

121,484,517

18,267,830

41,285

12,071,823

Based on the votes set forth above, Jay L. Schottenstein was duly elected to serve as a Class I director until the Company’s 2029 Annual Meeting of Stockholders. The following persons continue to serve as Class II directors: Janice E. Page, David M. Sable, and Noel J. Spiegel. The following persons continue to serve as Class III directors: Deborah A. Henretta and Cary D. McMillan.

Proposal 2: Votes regarding the ratification of the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 were as follows:

For

Against

Abstain

Broker Non-Votes

143,082,504

8,647,896

135,055

—

Based on the votes set forth above, the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 was duly ratified.

Proposal 3: Votes regarding the approval, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers were as follows:

For

Against

Abstain

Broker Non-Votes

135,053,347

4,601,755

138,530

12,071,823

Based on the votes set forth above, the fiscal 2025 compensation of the Company’s named executive officers was approved on an advisory, non-binding basis.

Proposal 4: Votes regarding the approval of an amendment and restatement of the 2023 Plan were as follows:

For

Against

Abstain

Broker Non-Votes

134,900,287

4,853,755

39,588

12,071,825

Based on the votes set forth above, the amendment and restatement of the 2023 Plan was approved.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibit

10.1

American Eagle Outfitters, Inc. Amended and Restated 2023 Stock Award and Incentive Plan

104

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

SIGNATURE

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.

AMERICAN EAGLE OUTFITTERS, INC.

(Registrant)

Date: June 29, 2026

By:

/s/ Beth M. Henke

Beth M. Henke

Executive Vice President and Chief Legal Officer

EX-10.1

Filename: d130688dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

AMERICAN EAGLE OUTFITTERS, INC.

AMENDED AND RESTATED

2023 STOCK AWARD AND INCENTIVE PLAN

Effective as of the Restated Effective Date (as defined below), the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (as amended from time

to time, the “Plan”) is hereby amended and restated as set forth below. The Plan was originally effective as of the Original Effective Date (as defined below). The Plan as amended and restated herein shall apply to all Awards (as defined

below) granted under the Plan on or after the Restated Effective Date. Awards granted under the Plan prior to the Restated Effective Date shall continue to be governed by the terms of the Plan prior to amendment and restatement.

1. Purpose. The purpose of the Plan is to aid American Eagle Outfitters, Inc., a Delaware corporation (together with its successors and assigns,

the “Company”), in attracting, retaining, motivating, and rewarding Employees, Consultants, and Non-Employee Directors of the Company or its Affiliates, provide for equitable and competitive

compensation opportunities, recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value for stockholders by closely aligning the interests of Participants (as defined below) with those of

the Company’s stockholders.

2. Definitions. In addition to the terms defined in Section 1 above and elsewhere in the Plan, the

following capitalized terms used in the Plan have the respective meanings set forth in this Section:

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 any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock granted as a bonus or in lieu of another award,

Dividend Equivalent, Other Stock-Based Award, or any combination of the foregoing, together with any related right or interest, granted to a Participant under the Plan.

c. “Beneficiary” means the legal representative of the Participant’s estate entitled by will or the laws of descent and

distribution to receive the benefits under a Participant’s Award upon a Participant’s death, provided that, if and to the extent authorized by the Committee, a Participant may be permitted to designate a Beneficiary, in which case the

“Beneficiary” instead will be the person, persons, trust or trusts (if any are then surviving) that have been designated by the Participant in the Participant’s most recent written and duly filed beneficiary designation to receive

the benefits specified under the Participant’s Award upon such Participant’s death.

d. “Board” means the

Company’s Board of Directors.

e. “Cause” means, unless otherwise determined by the Committee, or otherwise provided in

an Award document, as defined in any employment agreement or severance agreement, plan or policy with respect to the Participant and the Company or an Affiliate of the Company then in effect:

the Participant’s willful and continued failure to substantially perform Participant’s duties;

ii.

any fraudulent conduct by the Participant in connection with the Participant’s duties;

iii.

an act that constitutes misconduct resulting in a restatement of the Company’s financial statements due

to material non-compliance with any financial reporting requirement;

iv.

conviction of, or entrance of a plea of guilty or no contest to a felony under federal or state law; or

the willful violation by the Participant of the Company’s written policies that could reasonably be

expected to result in material harm to the business condition or reputation of the Company or any of its Affiliates;

provided, however,

that for purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by the Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the

Company’s best interests, and no act or failure to act shall be deemed “willful” if it results from any incapacity of the Participant due to physical or mental illness. As to the grounds stated in the above-mentioned clauses

(i) and (v), such grounds will only constitute Cause once the Company has provided Participant with written notice and Participant has failed to cure such issue within 30 days.

f. A “Change in Control” shall be deemed to have occurred if, after the Original Effective Date, there shall have occurred any of

the following:

The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of

the Exchange Act, or successor provisions (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or successor provisions (“beneficial

ownership”)) of more than 50% or more of either (1) the then-outstanding shares (the “Outstanding Shares”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote

generally in the election of directors (the “Outstanding Voting Shares”); provided, however, that for purposes of this definition, the following acquisitions will not constitute a Change in Control: (A) any acquisition directly from

the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate of the Company or a successor; or (D) any acquisition by any

entity pursuant to a transaction that complies with subsections (v)(A), (B), and (C) below;

ii.

During the twelve (12) month period ending on the date of the most recent acquisition, the acquisition by

a Person of beneficial ownership of 30% or more of the Outstanding Voting Shares; provided, however, that for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from

the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate of the Company or a successor, or (D) any acquisition by any

entity pursuant to a transaction that complies with subsections (v)(A), (B), and (C) below;

iii.

During the twelve (12) month period ending on the date of the most recent acquisition, the acquisition by

a Person of assets of the Company having a total gross fair market value equal to or more than 40% of the total gross fair market value of the Company’s assets immediately before such acquisition; provided, however, that for purposes of this

definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate of the Company or a successor, or

(B) any acquisition by any entity pursuant to a transaction that complies with subsections (v) (A), (B), and (C) below;

iv.

A majority of individuals who serve on the Board as of the date hereof (the “Incumbent Board”)

cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director after the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a

vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member of the

Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or

threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

Consummation of a reorganization, merger, recapitalization, reverse stock split, statutory share exchange or

consolidation or similar corporate transaction involving the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the

individuals and entities that were the beneficial owners of the Outstanding Shares and the Outstanding Voting Shares immediately before such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares

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 Business Combination (including, without limitation, an entity

that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “CIC Parent”)) in substantially the same proportions as their ownership

immediately before such Business Combination of the Outstanding Shares and the Outstanding Voting Shares, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a CIC Parent or any employee benefit

plan (or related trust) of the Company or such entity resulting from such Business Combination or CIC Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the ultimate

parent entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of more than 50% existed before the Business Combination,

and (C) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a CIC Parent were members of the Incumbent Board at the time of the execution of the initial agreement or

of the action of the board providing for such Business Combination; or

vi.

Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, solely with respect to an Award the Committee determines is subject to the provisions of

Section 409A (and not exempted therefrom), and a Change in Control is a distribution event for purposes of an Award, the foregoing definition of Change in Control shall be interpreted, administered, limited and construed in a manner necessary

to ensure that the occurrence of any such event shall result in a Change in Control only if such event qualifies as a “change in control event,” within the meaning of Treasury Regulation

Section 1.409A-3(i)(5).

g. “Code” means the Internal Revenue Code of 1986, as

amended. References to any provision of the Code or regulation thereunder shall include any successor provisions and regulations, and reference to regulations includes any applicable guidance or pronouncement of the Department of the Treasury and

Internal Revenue Service.

h. “Committee” means the Compensation Committee of the Board or such other committee of directors as

may be designated by the Board from time to time, which shall consist of two or more members who are not current or former officers or employees of the Company, who are “Non-Employee Directors” to

the extent required by and within the meaning of Rule 16b-3 and who are independent directors pursuant to the listing requirements of the New York Stock Exchange (“NYSE”). The members shall be

appointed by the Board, and any vacancy on the Committee shall be filled by the Board. The inadvertent failure of any member of the Committee to meet the qualification requirements of a “Non-Employee

Director” under Rule 16b-3 or an independent director under NYSE rules shall not invalidate or otherwise impair any actions taken or awards granted by the Committee. The full Board may perform any

function of the Committee hereunder except to the extent limited under NYSE rules, in which case as used in this Plan the term “Committee” shall refer to the Board.

i. “Consultant” means any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary,

so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market

for the Company’s securities and (iii) otherwise qualifies as a de facto employee or consultant under the applicable rules of the Securities and Exchange Commission for registration of shares of stock on a Form S-8 registration statement.

j. “Disability” means, except as otherwise defined in an Award

document, that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that 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 that 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 and health plan covering employees of the Participant’s employer; provided, however, to the extent necessary to avoid tax penalties under

Section 409A of the Code, “Disability” means “disability” as defined in Section 409(a)(2)(C) of the Code. 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.

k. “Dividend Equivalent” means a right, granted under this Plan,

to receive cash, Stock, other Awards or other property equal in value to all or a specified portion of the dividends paid with respect to a specified number of shares of Stock. Dividend Equivalents shall not be permitted on Options and SARs. An

adjustment referenced in Section 12(c) shall not be considered a “Dividend Equivalent.”

l. “Eligible Person”

has the meaning specified in Section 5.

m. “Employee” means any person treated as an employee (including an officer of

the Company or member of the Board who also is treated as an employee) in the records of the Company or any Affiliate of the Company, and with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Code

Section 422; provided, however, that neither Service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The term “Employee” shall not include a

person hired as an independent contractor, leased employee, consultant, or such other person not on the payroll of the Company or any Affiliate of the Company. The Company will determine in good faith and in its sole discretion whether a person has

become or ceased to be an Employee, and the effective dates of such person’s employment and termination of employment.

“Exchange Act” means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule (including a proposed rule) thereunder shall include any successor provisions and rules.

o. “Fair Market Value” means the fair market value of Stock, Awards or other property as determined in good faith by the Committee

or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the closing sale price per share of Stock reported on a consolidated basis for securities listed on the principal

stock exchange or market on which Stock is traded on the day as of which such value is being determined or, if there is no sale on that day, then on the last previous day on which a sale was reported; provided however, that Fair Market Value

relating to the exercise price or base price of any Non-409A Option or SAR shall conform to requirements so as to exempt them from Code Section 409A.

p. “409A Awards” means Awards that constitute a deferral of compensation under Code Section 409A and regulations thereunder.

q. “Incentive Stock Option” or “ISO” means any Option designated as an incentive stock option within the meaning

of Code Section 422 and qualifying thereunder.

r. “Non-409A Awards” means Awards

that do not constitute a deferral of compensation under Code Section 409A and regulations thereunder. Although the Committee retains authority under the Plan to grant Options, SARs and Restricted Stock on terms that will qualify those Awards as

409A Awards, Options, SARs, and Restricted Stock are intended to be Non-409A Awards unless otherwise expressly specified by the Committee.

s. “Non-Employee Director” means a member of the Board who is not a common law employee of

the Company or any of its Subsidiaries or Affiliates.

t. “Option” means a right, granted under this Plan, to purchase Stock.

u. “Original Effective Date” means June 7, 2023.

v. “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h).

w. “Outstanding Prior Plan Awards” mean Awards that were granted under a Prior Plan that remain outstanding as of the Restated

Effective Date and Awards that were granted under the Plan prior to the Restated Effective Date that remain outstanding as of the Restated Effective Date.

x. “Parent” means a corporation, limited liability company, partnership or other entity that owns or beneficially owns a majority

of the outstanding voting stock or voting power of the Company. Notwithstanding the foregoing, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

y. “Participant” means a person who has been granted an Award under the Plan, which Award remains outstanding.

z. “Prior Plans” means the 2017 Stock Award and Incentive Plan, as Amended and Restated, and the 2020 Stock Award and Incentive

Plan.

aa. “Restated Effective Date” means the effective date specified in Section 12(o).

bb. “Restricted Stock” means Stock granted under this Plan which is subject to certain restrictions and to a risk of forfeiture.

cc. “Restricted Stock Unit” or “RSU” means a right, granted under this Plan, to receive Stock or other Awards or a

combination thereof at the end of a specified restricted period.

dd. “Retirement” means, in the case of an Employee, a

termination of Service (other than by death, Disability or for Cause) at or after having achieved a combination of years of age and years of employment by the Company or any Affiliate which equal or exceed 70 years, or such other combination of age

and years of Service as may be fixed from time to time by the Committee. With respect to a Non-Employee Director, “Retirement” means termination of Service on the Board with the consent of the

remaining Directors. Consultants are not eligible for Retirement under the Plan.

ee. “Rule

16b-3” means Rule 16b-3, as from time to time in effect and applicable to Participants, promulgated by the Securities and Exchange Commission under Section 16

of the Exchange Act.

ff. “Service” means a Participant’s work with the Company or an Affiliate of the Company as an

Employee or Consultant or as a Non-Employee Director. For purposes of determining when payment of a 409A Award should be made, a Participant will be considered to have terminated or separated from Service in

accordance with Code Section 409A and the guidance promulgated thereunder.

gg. “Stock” means the Company’s Common

Stock, par value $0.01 per share, and any other equity securities of the Company that may be substituted or resubstituted for Stock pursuant to Section 12(c).

hh. “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Section 6(c).

ii. “Subsidiary” means any corporation, limited liability company, partnership or other entity in an unbroken chain of entities

beginning with the Company, if each of the entities other than the last entity in the chain owns stock or other ownership interests possessing at least fifty percent (50%) of the total combined voting power in one (1) of the other entities in

the chain. Notwithstanding the foregoing, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.

3. Administration.

a. Authority of the Committee. The Plan shall be administered by and under the direction of the Committee, which

shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants; to grant Awards; to determine the type and number of Awards, the dates on which Awards

may be exercised and on which the risk of forfeiture or deferral or restricted period relating to Awards shall lapse or terminate, the acceleration of any such dates, the expiration date of any Award, whether, to what extent, and under what

circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Stock, other Awards, or other property, and other terms and conditions of, and all other matters relating to, Awards; to prescribe documents evidencing or

setting terms of Awards (such Award documents need not be identical for each Participant), amendments thereto, and rules and regulations for the administration of the Plan and amendments thereto; to construe and interpret the Plan and Award

documents and correct defects, supply omissions or reconcile inconsistencies therein; and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Decisions of the Committee

with respect to the administration and interpretation of the Plan shall be final, conclusive, and binding upon all persons interested in the Plan, including Participants, Beneficiaries, transferees under Section 12(b) and other persons claiming

rights from or through a Participant, and stockholders. Any Participant receiving an Award shall be deemed to accept as conclusive and binding all determinations made by the Committee hereunder. The foregoing notwithstanding, the Board may perform

the functions of the Committee for purposes of granting Awards under the Plan to Non-Employee Directors.

b. Manner of Exercise of Committee Authority. Except as provided below, the Committee may, to the extent that any

such action will not prevent the Plan or any award under the Plan from complying with Rule 16b-3, the rules of the NYSE applicable to companies listed for trading thereon or any other law, delegate any of its

authority hereunder to such persons as it deems appropriate. The Committee shall not delegate its authority to amend, suspend or terminate the Plan.

c. Limitation of Liability. The Committee and each member thereof, and any person acting pursuant to authority

delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or Employee, the Company’s independent registered public accounting firm,

consultants or any other agents assisting in the administration of the Plan. Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or Employee acting at the direction or on behalf of the

Committee or a delegatee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect

to any such action or determination.

4. Stock Subject to Plan.

a. Shares Authorized. As of the Restated Effective Date, the maximum number of shares of Stock that may be issued

in respect of Awards granted under this Plan shall be (i) 9,680,000 shares, plus (ii) any shares that remained available for issuance under the Plan as of immediately prior to the Restated Effective Date, plus (iii) any Returning Shares

(as defined below), subject to adjustment as provided in Section 12(c) (collectively, the “Share Reserve”). The Share Reserve may be used for all forms of Awards hereunder and may also be used to settle Outstanding Prior Plan Awards

to the extent shares are not available under the applicable Prior Plan. Each share issued under this Plan pursuant to an Award, or to settle an Outstanding Prior Plan Award, shall reduce the Share Reserve by one share. From and after the Original

Effective Date, no further awards shall be granted under the Prior Plans, and the Prior Plans shall remain in effect only so long as Outstanding Prior Plan Awards shall remain outstanding.

b. Share Counting.

For purposes of Section 4(a), the number of shares to which an Award relates shall be counted against the

Share Reserve at the grant date of the Award, unless such number of shares cannot be determined at that time, in which case the number of shares actually distributed pursuant to the Award shall be counted against the Share Reserve at the time of

distribution; provided, however, that Awards related to or retroactively added to, or granted in tandem with, substituted for or converted into, other Awards shall be counted or not counted against the Share Reserve in accordance with procedures

adopted by the Committee or its designee so as to ensure appropriate counting, but to avoid double counting.

ii.

If any shares to which an Award relates or, on or after the Restated Effective Date, shares subject to any

Outstanding Prior Plan Awards are (A) forfeited, cancelled or payment is made to the Participant in the form of cash, cash equivalents or other property other than shares; (B) tendered by the Participant or withheld by the Company to

satisfy any tax withholding obligation with respect to an Award other than an Option or SAR, or an Outstanding Prior Plan Award other than an option or SAR; or (C) otherwise terminate without payment being made to the Participant

in the form of shares, such shares shall be added back to the Share Reserve (such shares, the “Returning Shares”).

iii.

Notwithstanding the foregoing, the following shares shall not be added back to the Share Reserve:

(A) shares previously owned or acquired by the Participant that are delivered to the Company, or withheld from an Option, to pay the exercise price, (B) shares that are delivered or withheld for purposes of satisfying a tax withholding

obligation relating to an Option or SAR, (C) shares not issued or delivered as a result of the net settlement of an outstanding Option or SAR, or (D) shares repurchased on the open market with the proceeds of the exercise price of an

Option.

iv.

Subject to applicable stock exchange requirements, substitute awards shall not count against the Share Reserve,

nor shall shares subject to a substitute award again be available for Awards under the Plan to the extent of any forfeiture, expiration or cash settlement as provided in Section 4(b)(ii).

Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock

acquired by the Company (treasury stock), including Stock purchased by the Company on the open market for purposes of the Plan, subject in all cases to applicable law or regulation.

5. Eligibility.

Eligibility. Awards may be granted under the Plan only to Eligible Persons. For purposes of the Plan, an “Eligible Person” means an Employee, a Consultant, a Non-Employee Director of

the Company or any Affiliate of the Company, and potential Employees who have been extended an offer of employment by the Company or an Affiliate of the Company, provided that such prospective Employee may not receive any payment or exercise any

right relating to an Award until such person has commenced employment with the Company or an Affiliate of the Company. Eligible Persons 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 Section 409A of the Code. An Employee on leave of

absence may be considered as still in the employ of the Company or an Affiliate of the Company for purposes of eligibility for participation in the Plan. Holders of awards granted by a company or business (i) acquired by the Company or an

Affiliate of the Company, or (ii) with which the Company or an Affiliate combines, are eligible for grants of substitute awards as provided in Section 8(a) granted in assumption of or in substitution for such outstanding awards previously

granted under such other plans in connection with such acquisition or combination transaction.

b. Limit on Awards to

Non-Employee Directors. Notwithstanding any other provision of the Plan to the contrary, the maximum number of shares of Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal year in respect of such director’s service as a member of

the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial

reporting purposes). The Committee may make exceptions to this limit for a non-executive chair of the Board or, in extraordinary circumstances, for other individual

non-employee directors, as the Committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not

participate in the decision to award such compensation.

c. Limit on Incentive Stock Options. The maximum

aggregate number of shares to which ISOs may be granted shall not exceed 5,000,000 shares.

6. Specific Terms of Awards.

a. General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the

Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Sections 12(e) and 12(j)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall

determine, including terms requiring forfeiture of Awards in the event of termination of Service by the Participant and terms permitting a Participant to make elections relating to their Award. The Committee shall retain full power and discretion

with respect to any term or condition of an Award that is not mandatory under the Plan. The Committee shall require the payment of lawful consideration for an Award to the extent necessary to satisfy the requirements of the Delaware General

Corporation Law and may otherwise require payment of consideration for an Award except as limited by the Plan.

Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:

Exercise Price. The exercise price per share of Stock purchasable under an Option (including both ISOs

and non-statutory Options) shall be determined by the Committee, provided that such exercise price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such Option. In the

case of an ISO granted to a 10% or more stockholder of the Company, the per share exercise price shall be no less than 110% of the Fair Market Value per share of Stock on the date of grant of such Option. Notwithstanding the foregoing, any

substitute award granted in assumption of or in substitution for an outstanding award granted by a company or business (x) acquired by the Company or an Affiliate of the Company, or (y) with which the Company or an Affiliate of the Company

combines may be granted with an exercise price per share of Stock other than as required above, provided that such substitute award is granted in a manner consistent with Code Section 409A or, in the case of Incentive Stock Options, Code

Section 422.

ii.

Option Term; Time and Method of Exercise. The Committee shall determine the term of each Option,

provided that in no event shall the term of any Option exceed a period of ten years from the date of grant (or five years from the date of grant in the case of an ISO granted to a 10% or more stockholder of the Company). The Committee shall

determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future Service requirements), the methods by which such exercise price

may be paid or deemed to be paid and the form of such payment (subject to Sections 12(j) and 12(k)), including, without limitation, cash, Stock (including by withholding Stock deliverable upon exercise), other Awards or awards granted under other

plans of the Company or any Affiliate of the Company, or other property (including through broker-assisted “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by or forms in which Stock will be

delivered or deemed to be delivered in satisfaction of Options to Participants (including, in the case of 409A Awards, deferred delivery of shares subject to the Option, as mandated by the Committee, with such deferred shares subject to any vesting,

forfeiture or other terms as the Committee may specify). Notwithstanding the foregoing, the Committee may provide that if on the last day of the Option term, the Fair Market Value of a share of Common Stock exceeds the exercise price by a specified

amount, the Participant has not exercised the Option and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding shares otherwise issuable in connection with the

exercise of the Option. In such event, the Company shall deliver to the Participant the number of shares for which the Option was deemed exercised, less the number of shares required to be withheld for the payment of the total purchase price and

required withholding taxes. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (other than an ISO) (i) the exercise of the Option is prohibited by applicable law or (ii) shares of Stock 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 term of the Option shall be extended for a period of thirty (30) days following the end of the legal prohibition,

black-out period or lock-up agreement, provided that no extension will be made if the Fair Market Value of a share of Stock relating to such Option at the date the

initial term would otherwise expire is below the exercise price of the Option.

iii.

ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of

Code Section 422. As such, ISOs may be granted only to Employees. ISOs may not be granted to any Employee that would permit the aggregate Fair Market Value (determined on the date of grant) of the Stock with respect to which ISOs are

exercisable for the first time by such Employee during any calendar year to exceed $100,000. Any excess shall be deemed to be a non-statutory Option. if Stock acquired upon exercise of an ISO is disposed of by

an Employee before the expiration of either two (2) years from the date of grant of such ISO or one year from the transfer of Stock to such Employee pursuant to the exercise of such ISO, or in any other disqualifying disposition within the

meaning of Code Section 422, such Employee shall notify the Committee in writing of the date and terms of such disposition and shall cooperate with the Committee with respect to any tax withholding required or resulting from such disqualifying

dispositions.

c. Stock Appreciation Rights. The Committee is authorized to grant SARs to

Participants on the following terms and conditions:

Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon

exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee. The grant price of a SAR shall not be less than the Fair Market

Value of a share of Stock on the grant date of such SAR; provided, however, that the grant price of a SAR that is granted subsequent to the related Option may be less than Fair Market Value on the grant date if it is equal to

the exercise price of the related Option so long as such subsequently granted SAR does not cause a Non-409A Award to become subject to Code

Section 409A or cause a 409A Award to violate Code Section 409A. Notwithstanding the foregoing, any substitute award granted in assumption of or in substitution for an outstanding award granted by a company or business (x) acquired by

the Company or an Affiliate of the Company, or (y) with which the Company or an Affiliate of the Company combines may be granted with a grant price per share of Stock other than as required above, provided that such substitute award is granted

in a manner consistent with Code Section 409A.

ii.

Other Terms. The Committee shall determine the term of each SAR, provided that in no event shall the

term of a SAR exceed a period of ten years from the date of grant. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including

based on achievement of performance goals and/or future Service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered

to Participants, whether or not a SAR shall be free-standing or in tandem or combination with any other Award, and whether or not the SAR will be a 409A Award or Non-409A Award. The Committee may require that

an outstanding Option be exchanged for a SAR exercisable for Stock having vesting, expiration, and other terms substantially the same as the Option, so long as such exchange will not result in additional accounting expense to the Company.

Notwithstanding the foregoing, the Committee may provide that if on the last day of the term of a SAR the Fair Market Value of one Share exceeds the grant price per Share of the SAR, the Participant has not exercised the SAR or the tandem Option (if

applicable), and neither the SAR nor the Option has expired, the SAR shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance with this Section, reduced by

the number of shares (or cash) required for withholding taxes. Notwithstanding the foregoing, in the event that on the last business day of the term of a SAR (i) the exercise of the SAR is prohibited by applicable law or (ii) shares of

Stock 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 term of the SAR shall be extended for a period of thirty (30) days following the end of the

legal prohibition, black-out period or lock-up agreement, provided that no extension will be made if the Fair Market Value of a share of Stock relating to such SAR at

the date the initial term would otherwise expire is below the grant price of the SAR.

d. Restricted

Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk

of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future Service

requirements), in such installments or otherwise and under such other circumstances as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award document relating to the

Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon.

ii.

Forfeiture. Except as otherwise determined by the Committee, upon termination of Service during the

applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award document, or may determine

in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will lapse in whole or in part, including in the event of terminations resulting from specified causes.

iii.

Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the

Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions

applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

iv.

Dividends and Splits. Subject to Section 8(e), as a condition to the grant of an Award of

Restricted Stock, the Committee may require that any dividends paid on a share of Restricted Stock shall be either (A) paid with respect to such Restricted Stock in cash, which shall be subject to the same vesting terms as applied to the

original Restricted Stock to which it relates, or (B) automatically reinvested in additional Restricted Stock or held in kind, which shall be subject to the same vesting terms as applied to the original Restricted Stock to which it relates, or

(C) deferred as to payment, either as a cash deferral or with the amount or value thereof automatically deemed reinvested in RSUs, other Awards or other investment vehicles, subject to the same vesting terms as applied to the original

Restricted Stock to which it relates and to such other terms as the Committee shall determine or permit a Participant to elect.

e. Restricted Stock Units. The Committee is authorized to grant RSUs to Participants, subject to the following

terms and conditions:

Award and Restrictions. Unless otherwise specified by the Committee, issuance of Stock will occur upon

expiration of the restricted period specified for an Award of RSUs by the Committee (or, if permitted by the Committee, as elected by the Participant in accordance with a valid election pursuant to the terms set forth in Section 8(c)). In

addition, RSUs shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse at the expiration of the restricted period or at earlier specified

times (including based on achievement of performance goals and/or future Service requirements), separately or in combination, in installments or otherwise, and under such other circumstances as the Committee may determine at the date of grant or

thereafter. RSUs may be satisfied by delivery of Stock, other Awards, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

ii.

Forfeiture. Except as otherwise determined by the Committee, upon termination of Service during the

applicable restricted period or portion thereof to which forfeiture conditions apply (as provided in the Award document evidencing the RSU), all RSUs that are at that time subject to such forfeiture conditions shall be forfeited; provided that the

Committee may provide, by rule or regulation or in any Award document, or may determine in any individual case, that restrictions or forfeiture conditions relating to RSUs will lapse in whole or in part, including in the event of terminations

resulting from specified causes.

f. Awards in Lieu of Obligations. The Committee is authorized to

grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations of the Company or an Affiliate of the Company to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such

terms as shall be determined by the Committee.

g. Dividend Equivalents. Subject to Section 8(e), the

Committee is authorized to grant Dividend Equivalents to a Participant in connection with the grant of an Award (other than Options or SARs). Such dividend equivalents shall be subject to the same vesting terms as applied to the original Award to

which it relates.

h. Other Stock Based Awards. The Committee is authorized, subject to limitations under

applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock or factors that may influence the value of Stock, including,

without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or business units thereof or

any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified Affiliates or other business units of the Company. The Committee shall determine

the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such

forms, including, without limitation, cash, Stock, other Awards, notes, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this

Section 6(h).

7. Performance-Based Awards.

a. Performance-Based Awards Generally. Any form of Award permitted under this Plan may be granted as a

performance-based Award. Performance-based Awards may be denominated as a cash amount, number of shares of Stock, or specified number of other Awards (or a combination) that may be earned upon achievement or satisfaction of performance conditions

specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a performance-based Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon

achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such performance criteria and other measures of performance as it may deem appropriate in establishing any performance conditions

and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions. Subject to Section 8(e), Dividend Equivalents distributed in connection with performance-based Awards shall be subject

to restrictions and a risk of forfeiture to the same extent as the underlying Award with respect to which Stock or other property has been distributed.

b. Performance Goals and Criteria.

Performance Goals. The performance goal(s) for performance-based Awards may be based on a targeted level

or levels of performance with respect to one or more objective or subjective performance criteria, as specified by the Committee. The Committee may determine that a performance-based Award shall be granted, exercised and/or settled upon achievement

of one or more performance goals as a condition to the grant, exercise and/or settlement of such performance-based Award. Performance goals may differ for performance-based Awards granted to any one Participant or to different Participants.

ii.

Performance Criteria. The performance criteria used by the Committee in establishing goals for

performance-based Awards may consist of one or more criteria, on a consolidated basis or with respect to specific subsidiaries or business units of the Company, as determined by the Committee, including, without limitation:

Earnings or profitability measures (which include (i) net income, (ii) operating income,

(iii) income (loss) per common share from continuing operations, either basic or fully diluted; (iv) net income (loss) per common share, either basic or fully diluted; (v) earnings before interest, taxes, depreciation, and

amortization; (vi) earnings before interest and taxes, (vii) any pre-established derivative of revenue (gross, operating, or net), (viii) pre-tax

operating-income, (ix) inventory turnover or inventory shrinkage, (x) sales growth and volumes, (xi) percentage increase in total net revenue or comparable sales, and (xii) economic profit or value created);

Expense and efficiency measures (which include (i) gross margins, cost of goods sold, mark-ups or mark-downs; (ii) operating margins; (iii) selling, general and administrative (SG&A) expense; and (iv) other pre-established operating

expenses);

Return measures (which include (i) total stockholder return, (ii) stock price, (iii) return on

assets, (iv) return on investment, (v) return on capital, and (vi) return on equity);

Cash flow measures (which include (i) cash flow, (ii) free cash flow, (iii) cash flow return on

investment, and (iv) net cash provided by operations);

Achievement of balance sheet, income statement, or cash-flow statement objectives;

Strategic or operational business criteria, consisting of one or more objectives based on meeting specified

market penetration, geographic expansion or new concept development goals; cost targets; customer satisfaction; employee satisfaction; human resources goals, including staffing, training and development and succession planning; supervision of

litigation and information technology; corporate responsibility values measures that may be objectively determined, including ethics compliance or sustainability matters, and safety and goals relating to acquisitions or divestitures of Affiliates;

and

Other financial, operational, strategic or individual performance criteria.

Performance criteria may be established on a Company-wide basis or with respect to one or more business units, divisions, or Affiliates and may

be expressed in absolute terms, or relative to (i) current internal targets or budgets, (ii) the past performance of the Company (including the performance of one or more business units, divisions, or Affiliates), (iii) the performance of

one or more peer companies, (iv) the performance of a broad market index or an index covering a peer group of companies, or (v) other internal or external measures of the selected performance criteria, including on an individual basis, as

appropriate.

Performance criteria that are financial metrics may be determined in accordance with United

States Generally Accepted Accounting Principles (“GAAP”) or financial metrics that are based on, or able to be derived from GAAP, and may be adjusted when established or at any time thereafter to include or exclude any items otherwise

includable or excludable under GAAP. Without limiting the generality of the immediately preceding sentence, the determination of performance with respect to a performance criteria may include or exclude (i) items that are unusual in nature and

items that are infrequently occurring, (ii) changes in applicable laws, regulations, or accounting principles, (iii) other events such as restructurings; discontinued operations; asset write-downs; significant litigation or claims,

judgments or settlements; acquisitions or divestitures; reorganizations or changes in the corporate structure or capital structure of the Company; foreign exchange gains and losses; change in the fiscal year of the Company; business interruption

events; unbudgeted capital expenditures; unrealized investment gains and losses; and impairments; or (iv) such other factors as the Committee may determine.

iii.

Performance Period. Achievement of performance goals in respect of performance-based Awards shall be

measured over a performance period, as specified by the Committee.

iv.

Settlement of Performance Awards; Other Terms. Settlement of performance-based Awards shall be in cash,

Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with such performance-based Awards. The Committee shall

specify the circumstances in which such performance-based Awards shall be paid or forfeited in the event of termination of employment by the Participant or other event (including a Change in Control) prior to the end of a performance period or

settlement of such performance-based Awards.

c. Written Determinations. Determinations by

the Committee as to the establishment of performance goals, the amount potentially payable in respect of performance-based Awards, the level of actual achievement of the specified goals relating to performance-based Awards, and the amount of any

final performance-based Award shall be recorded in writing.

8. Certain Provisions Applicable to Awards.

a. Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of

the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate of the Company, or any business entity to be acquired

by the Company or an Affiliate of the Company or with which the Company or an Affiliate of the Company combines, or any other right of a Participant to receive payment from the Company or any Affiliate of the Company; provided, however, that

(i) a 409A Award may not be granted in tandem with a Non-409A Award and (ii) such Awards are subject to the prohibitions in the second and third sentences of Section 12(e) with respect to

Options and SARs. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards.

b. Term of Awards. The term of each Award shall be for such period as may be determined by the Committee, subject

to the express limitations set forth in Sections 6(b)(ii), 6(c)(ii) and 8 or elsewhere in the Plan.

c. Form and Timing

of Payment Under Awards; Deferrals. Subject to the terms of the Plan (including Sections 12(j) and (k)) and any applicable Award document, payments to be made by the Company or an Affiliate of the Company upon the exercise of an Option or

other Award or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a

deferred basis. The settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events, subject to Sections 12(j) and

(k) and so long as such an acceleration does not cause a Non-409A Award to become subject to Code Section 409A. Subject to Section 12(k), installment or deferred payments may be required by the

Committee (subject to Section 12(e)) or permitted at the election of the Participant on terms and conditions established by the Committee and consistent with the requirements of Code Section 409A. Payments may include, without limitation,

provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. In the case of

any 409A Award that is vested and no longer subject to a risk of forfeiture (within the meaning of Code Section 83), such Award will be distributed to the Participant, upon application of the Participant, if the Participant has had an

unforeseeable emergency within the meaning of Code Sections 409A(a)(2)(A)(vi) and 409A(a)(2)(B)(ii), in accordance with Section 409A(a)(2)(B)(ii).

d. Minimum Vesting Requirement. 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: any

(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 of Stock

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 that 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 share

reserve authorized for issuance under the Plan pursuant to Section 4 (subject to adjustment under Section 12(c)); 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 termination of Service, death, Disability or a Change in Control, in the terms of the Award document or otherwise.

e. Treatment of Dividends and Dividend Equivalents on Unvested Awards. Notwithstanding any other provision of the

Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is unvested, such dividends (or dividend equivalents) shall

either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting

requirement(s) are satisfied. In no event shall dividends or dividend equivalents be paid with respect to Options or SARs.

9. Change in Control.

a. Effect of “Change in Control." The provisions of this Section 9 shall apply in the case of a

Change in Control, unless otherwise provided in the Award document or another written agreement, plan or policy with a Participant governing an Award.

Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the surviving

entity of the Change in Control (the “Surviving Entity”) or otherwise equitably converted or substituted in connection with a Change in Control, if within 18 months after the effective date of the Change of Control, a Participant’s

employment or service is terminated by the Company without Cause (excluding voluntary resignation, death, Disability, or Retirement), then:

all of the Participant’s outstanding Options, SARs and other outstanding Awards (including Awards

equitably converted or substituted in connection with a Change in Control) pursuant to which the Participant may have exercise rights shall become fully exercisable as of the date of such termination, and shall thereafter remain exercisable until

the earlier of (1) the expiration of the original term of the Award and (2) the later of (i) ninety (90) days from the termination of employment or service and (ii) such longer period provided by the applicable Award document;

all time-based vesting restrictions on the Participant’s outstanding Awards (other than Options, SARs and

other Awards pursuant to which the Participant may have exercise rights) shall lapse as of the date of the Participant’s termination, and such Awards shall be settled or paid within thirty (30) days after the date of the

Participant’s termination; and

in the case of a performance-based Award, then the value of such Award will be converted into Restricted Stock

or RSUs and will vest at the end of the performance period, subject to the provisions set forth in Section 9(a)(i)(B) in the event of Participant’s termination, with the value of the Award measured as follows: (i) if 50% or more of

the applicable performance period has been completed as of the date of the Change in Control, then the value of such Award will be converted into Restricted Stock or RSUs based on performance as of the time of the Change in Control (if reasonably

determinable); or (ii) if (x) less than 50% of the performance period has been completed as of the date of the Change in Control or (y) performance is not reasonably determinable as of the date of the Change in Control, then the value of

such Award will be converted into Restricted Stock or RSUs based on the Award’s target level value;

provided,

however, that if such Awards constitute deferred compensation under Section 409A of the Code, the Awards shall vest on the basis described above but shall be settled or paid on the date(s) provided in the underlying Award documents to the

extent required by Section 409A of the Code.

To the extent that this provision causes Incentive Stock Options to cease to qualify as

Incentive Stock Options, such Options shall be deemed to be non-statutory Options.

ii.

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:

all outstanding Options, SARs and other outstanding Awards pursuant to which Participants may have exercise

rights shall become fully exercisable as of the time of the Change in Control, and shall thereafter remain exercisable for a period of ninety (90) days or until the earlier expiration of the original term of the Award; provided, however, that

the Committee may instead provide that the Participant shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders

of Stock in the Change in Control transaction and the exercise price of the applicable Option or SAR, if such difference is positive; provided further, however, that any Option or SAR whose exercise price is greater than the per share consideration

received by holders of the underlying shares of Stock in connection with the Change in Control shall be cancelled without payment of any consideration;

all time-based vesting restrictions on outstanding Awards shall lapse as of the time of the Change in Control,

and such Awards shall be settled or paid at the time of the Change in Control; and

all performance criteria and other conditions to payment of outstanding performance-based Awards shall be

deemed to be achieved or fulfilled, measured as follows: (i) if 50% or more of the applicable performance period has been completed as of the date of the Change in Control, then the value of such Award will be based on performance as of the

time of the Change in Control (if reasonably determinable); or (ii) if (x) less than 50% of the performance period has been completed as of the date of the Change in Control or (y) performance is not reasonably determinable as of the date

of the Change in Control, then the value of such Award will be based on the Award’s target level value, and payment of such Awards on the applicable basis shall be made or otherwise settled at the time of the Change in Control;

provided, however, that if such Awards constitute deferred compensation under Section 409A of the Code, the Awards

shall vest on the basis described above but shall be settled or paid on the date(s) provided in the underlying Award documents to the extent required by Section 409A of the Code.

To the extent that this provision causes Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed

to be non-statutory Options.

iii.

For the purposes of this Plan, an Award shall be considered assumed by the surviving entity or otherwise

equitably converted or substituted if following the applicable transaction the Award confers the right to purchase or receive, for each share of Stock subject to the Award immediately prior to the applicable transaction, on substantially the same

vesting and other terms and conditions as were applicable to the Award immediately prior to the applicable transaction, the consideration (whether Stock, cash or other securities or property) received in the applicable transaction by holders of

shares of Stock for each share of Stock held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided,

however, that if such consideration received in the applicable transaction is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary,

provide that the consideration to be received upon the exercise or vesting of an Award, for each share subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the

per share consideration received by holders of shares in the applicable transaction. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be

conclusive and binding.

10. Additional Award Forfeiture Provisions. The Committee may condition an Eligible Person’s

right to receive a grant of an Award, or a Participant’s right to exercise an Award, to retain Stock, cash or other property acquired in connection with an Award, or to retain the profit or gain realized by a Participant in connection with an

Award, including cash or other property received upon sale of Stock acquired in connection with an Award, upon the Participant’s compliance with specified conditions relating to non-competition,

confidentiality of information relating to the Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation,

non-disparagement of the Company and its officers, Directors and Affiliates, or other requirements applicable to the Participant, as determined by the Committee, at the time of grant or otherwise, including

during specified periods following termination of Service.

11. Company Policies and Clawback Provisions.

All Awards under the Plan shall be subject to any applicable trading policies and other policies, including without limitation anti-hedging or pledging

policies, that may be approved or implemented by the Board or the Committee from time to time, whether or not approved before or after the Restated Effective Date.

All Awards and amounts payable under the Plan are additionally subject to the terms of any applicable clawback policies approved by the Board or Committee, as

in effect from time to time (including, without limitation, a clawback policy required to be implemented by an applicable stock exchange), whether approved before or after the date of an Award.

In the event that the Participant engages in misconduct that causes or partially causes the need for restatement of financial statements that would have

resulted in a lower Award where the payment was predicated upon the achievement of certain financial results that were the subject of the restatement, to the extent of the applicable reduction in amount of such Award as determined by the Committee

(i) outstanding Awards (including time-based Awards) held by the Participant may be cancelled and (ii) the Participant may be required to forfeit (A) the shares of Stock received or payable on the vesting or exercise of the Award and

(B) the amount of the proceeds of the sale or gain realized on the vesting or exercise of the Award (and the Participant may be required to return or pay such shares of Stock or amount to the Company). The determination of the lower Award must

be made by the Committee no later than the end of the third fiscal year following the year for which the inaccurate financial results were measured; provided, that if steps have been taken within such period to restate the Company’s financial

or operating results, the time period shall be extended until such restatement is completed.

Further, to the extent permitted by applicable law,

including without limitation Section 409A of the Code, all outstanding Awards and amounts payable under the Plan are subject to offset in the event that a Participant has an outstanding clawback, recoupment or forfeiture obligation to the

Company under the terms of any applicable clawback policy. In the event of a clawback, recoupment or forfeiture event under an applicable clawback policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy shall be

deemed not to have been earned under the terms of the Plan, and the Company shall be entitled to recover from the Participant the amount specified under the clawback policy to be clawed back, recouped or forfeited (which amount, as applicable, shall

be deemed an advance that remained subject to the Participant satisfying all eligibility conditions for earning the amounts deferred, accrued, or credited under this Plan).

By accepting Awards under the Plan, Participants agree and acknowledge that they are obligated to cooperate with, and provide any and all assistance necessary

to, the Company to recover or recoup any Award or amounts paid under the Plan subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Clawback Policy. Such cooperation and assistance shall include, but

is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any Award or amounts paid under the Plan from a Participant’s accounts, or pending or future compensation or Awards.

12. General Provisions.

Compliance with Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee and subject to Section 12(j), postpone the issuance or delivery of Stock or payment of other benefits

under any Award until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated

quotation system upon which the Stock or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any Participant to make such

representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Stock or payment of other benefits in compliance with applicable laws,

rules, regulations, listing requirements, or other obligations. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to arise no legal or

contractual obligation, that results or would result in any postponement of the issuance or delivery of Stock or payment of benefits under any Award or the imposition of any other conditions on such issuance, delivery or payment, to the extent that

such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change in Control.

b. Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan

shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party (other than the Company or an Affiliate thereof), or assigned or transferred by such Participant otherwise than

by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or their

guardian or legal representative, except that Awards and other rights (other than ISOs) may be transferred to one or more transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of

such Award, but only if and to the extent such transfers are permitted by the Committee, subject to any terms and conditions which the Committee may impose thereon (which may include limitations the Committee may deem appropriate in order that

offers and sales under the Plan will meet applicable requirements of registration forms under the Securities Act of 1933 specified by the Securities and Exchange Commission), and provided further, that no transfer for value or consideration will be

permitted. A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award document applicable to such Participant, except as

otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

c. Adjustments. In the event that any large, special and non-recurring

dividend or other distribution (whether in the form of cash or property other than Stock), recapitalization, forward or reverse split, Stock dividend, reorganization, merger, consolidation, spin-off,

combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate and, in the case of any outstanding Award,

necessary in order to prevent dilution or enlargement of the rights of the Participant, then the

Committee shall, in an equitable manner as determined by the Committee, adjust any or all of (i) the number and kind of shares of Stock which (1) are authorized for grant under

Section 4(a), (2) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards, and (3) the exercise price, grant price or purchase price relating to any Award or, if deemed appropriate, the Committee

may make provision for a payment of cash or property to the holder of an outstanding Option. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including

performance-based Awards and performance goals and any hypothetical funding pool relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions

and dispositions of businesses and assets) affecting the Company, any Affiliate of the Company or other business unit of the Company, or the financial statements of the Company or any Affiliate, or in response to changes in applicable laws,

regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any Affiliate or business unit thereof, performance of comparable

organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant.

d. Tax Provisions.

Withholding. The Company and any Affiliate of the Company is authorized to withhold from any Award

granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction

involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority

shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s withholding obligations, either on a mandatory or elective basis in the discretion of the

Committee, or in satisfaction of other tax obligations. Other provisions of the Plan notwithstanding, only the minimum amount of Stock deliverable in connection with an Award necessary to satisfy statutory withholding requirements will be withheld,

unless (x) withholding of any additional amount of Stock will not result in additional accounting expense to, or adverse tax compliance implications for, the Company and (y) is otherwise permitted by the Company.

ii.

Required Consent to and Notification of Code Section 83(b) Election. No election

under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provision of the laws of a jurisdiction outside the United States may be made unless

expressly permitted by the terms of the Award document or by action of the Committee in writing prior to the making of such election. In any case in which a Participant is permitted to make such an election in connection with an Award, the

Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations

issued under Code Section 83(b) or other applicable provision.

iii.

Requirement of Notification Upon Disqualifying Disposition Under Code Section 421(b).

If any Participant shall make any disposition of shares of Stock delivered pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) (i.e., a disqualifying disposition), such Participant shall notify the

Company of such disposition within ten days thereof.

e. Changes to the Plan. The Board may

amend, suspend or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants; provided, however, that any amendment to the Plan shall be submitted to the Company’s

stockholders for approval not later than the earliest annual meeting for which the record date is at or after the date of such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of the NYSE

or any other stock exchange or automated quotation system on which the Stock may then be listed or quoted, or if such amendment would materially increase the number of shares reserved for issuance and delivery under the Plan (other than in

connection with an equitable adjustment pursuant to Section 12(c) above) or amend any other provision of the Plan that expressly requires stockholder approval, and the Board may otherwise, in its discretion, determine to submit other amendments

to the Plan to stockholders for approval; and provided further, that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any outstanding Award unless the

Committee determines that such amendment, alteration, suspension, discontinuance or termination either is required or advisable in order for the Company, the Plan or the Award to satisfy any applicable law or regulation. For avoidance of doubt, the

rights of a Participant will not be deemed to have been altered or impaired in any materially adverse respect if, without the consent of the Participant, the Committee amends an Award to: (i) clarify the manner of exemption from, or to bring

the Award into compliance with, Section 409A, (ii) to correct clerical or typographical errors, or (iii) to comply with other applicable laws. Notwithstanding any provision in this Plan to the contrary except in connection with an

equitable adjustment under Section 12(c) or a Change in Control, without the prior approval of the Company’s stockholders, no Option or SAR may be amended to reduce the exercise price per share of the shares of Stock subject to such

Option or the grant price of such SAR, as applicable, below the exercise price or grant price as of the date the Option or SAR is granted. In addition, and except in connection with an equitable adjustment under Section 12(c) or a Change in

Control, without the prior approval of the Company’s stockholders, no Option or SAR may be cancelled or surrendered in exchange for another Award or cash when the exercise or grant price per share of Stock exceeds the Fair Market Value of one

share of Stock and no Option or SAR may be granted in exchange for, or in connection with, the cancellation or surrender of an Option or SAR having a higher exercise or grant price.

f. Right of Setoff. The Company or any Affiliate of the Company may, to the extent permitted by applicable law and

Section 409A, deduct from and set off against any amounts the Company or an Affiliate of the Company may owe to the Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits, or other

compensation owed to the Participant, such amounts as may be owed by the Participant to the Company, although the Participant shall remain liable for any part of the Participant’s payment obligation not satisfied through such deduction and

setoff. By accepting any Award granted hereunder, the Participant agrees to any deduction or setoff under this Section 12(f).

g. Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan

for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are

greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Stock, other Awards or other property, or make other arrangements to meet the Company’s

obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

h. Non-Exclusivity of the

Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other

incentive arrangements, apart from the Plan, as it may deem desirable, and such other arrangements may be either applicable generally or only in specific cases.

i. Payments in the Event of Forfeiture; Fractional Shares. Unless otherwise determined by the Committee, in the

event of a forfeiture of an Award with respect to which a Participant paid cash consideration, the Participant shall be repaid the amount of such cash consideration. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or

any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

j. Certain Limitations on Awards to Ensure Compliance with Section 409A. For

purposes of this Plan, references to an Award term or event (including any authority or right of the Company or a Participant) being “permitted” under Section 409A mean, for a 409A Award, that the term or event will not cause the

Participant to be liable for payment of interest or a tax penalty under Section 409A and, for a Non-409A Award, that the term or event will not cause the Award to be treated as subject to

Section 409A. Other provisions of the Plan notwithstanding, the terms of any 409A Award and any Non-409A Award, including any authority of the Company and rights of the Participant with respect to the

Award, shall be limited to those terms permitted under Section 409A or an applicable exception, and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with

Section 409A. For this purpose, other provisions of the Plan notwithstanding, the Company shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Section 409A, any distribution

subject to Section 409A(a)(2)(A)(i) (separation from Service) to a “key employee” as defined under Section 409A(a)(2)(B)(i), shall not occur earlier than the earliest time permitted under Section 409A(a)(2)(B)(i), and any

authorization of payment of cash to settle a Non-409A Award shall apply only to the extent permitted under Section 409A for such Award. If an Award is subject to Section 409A, each installment

payment shall be treated as a separate payment for purposes of Section 409A and in no event shall a participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A.

Notwithstanding anything in the Plan or any Award document to the contrary, each Participant shall be solely responsible for the tax consequences of Awards, and in no event shall the Company have any responsibility or liability if an Award does not

meet any applicable requirements of Section 409A. Although the Company intends to administer the Plan to prevent taxation under Section 409A, the Company does not represent or warrant that the Plan or any Award complies with

Section 409A or any other provision of federal, state, local or other tax law.

k. Governing Law. The

validity, construction, and effect of the Plan, any rules and regulations relating to the Plan and any Award document shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws,

and applicable provisions of federal law.

l. Awards to Participants Outside the United States. The Committee

may modify the terms of any Award under the Plan made to or held by a Participant who is then resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award

shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other

restrictions applicable as a result of the Participant’s residence or employment abroad shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified

under this Section 12(1) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the

Exchange Act for the Participant whose Award is modified.

m. Limitation on Rights Conferred under Plan.

Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or Service of the Company or an Affiliate of the

Company, (ii) interfering in any way with the right of the Company or an Affiliate of the Company to terminate any Eligible Person’s or Participant’s Service at any time (subject to the terms and provisions of any separate written

agreements), (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on a Participant any of the rights of a

stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award or an Option is duly exercised. Except as expressly provided in the Plan and an Award document,

neither the Plan nor any Award document shall confer on any person other than the Company and the Participant any rights or remedies thereunder. The Company makes no representation that any or all of the Awards or payments under this Plan

will be exempt from or comply with Section 409A, and makes no undertaking to preclude Section 409A from applying.

n. Severability; Entire Agreement. If any of the provisions of this Plan or any Award document is finally held to

be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining provisions shall not be affected

thereby; provided, that, if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed

to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award documents contain the entire agreement of the parties with respect to the subject matter thereof and

supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

o. Plan Effective Date and Termination. This amended and restated Plan shall become effective on June 26,

2026, provided that the amendment and restatement of the Plan is approved by the stockholders of the Company at a stockholders’ meeting held on such date (or, if the meeting or vote is postponed, such later date that a stockholder vote is

taken to approve the Plan) (the “Restated Effective Date”). If this amended and restated Plan is not so approved at such meeting, then the Plan as in effect immediately prior to the Restated Effective Date shall remain in effect. Unless

earlier terminated by action of the Board of Directors, the authority of the Committee to make grants under the Plan shall terminate on the tenth anniversary of the Restated Effective Date (unless the Plan is

re-approved by the Company’s stockholders prior to such date), and the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan and the Company has no further

rights or obligations under the Plan with respect to outstanding Awards under the Plan.

p. Establishment of Sub-plans. The Committee shall have the discretionary authority to adopt and implement from time to time such addenda or sub-plans to the Plan as it may deem necessary

in order to bring the Plan into compliance with applicable laws and regulations of any foreign jurisdictions in which Awards are to be made under the Plan and/or to obtain favorable tax treatment in those foreign jurisdictions for the individuals to

whom the Awards are made. For the avoidance of doubt, no such addenda or sub-plans as described in this Section 12(p) shall include any provisions that are inconsistent with the terms of the Plan as then

in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the Company’s stockholders.

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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

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- 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

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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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:

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Namespace Prefix:

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