Limitations and Term of Awards. The maximum number of shares of common stock that may
be covered by options and stock appreciation rights granted under the Plan to any one employee during any one calendar year is 250,000. The maximum aggregate grant with respect to awards of restricted stock, restricted stock units, deferred stock
units, performance shares or other stock-based awards under the Plan (other than options or SARs) that may be granted to any one employee during any one calendar year is 250,000. The aggregate maximum dollar value of any performance-based cash award
or other cash-based award that may be paid to any one employee during any one calendar year under the Plan is $2,500,000. The maximum term for options and stock appreciation rights is ten years from the date of grant.
Administration. The Plan is administered by the Compensation Committee. The Compensation Committee has the authority to designate
participants; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or revise any rules and regulations as it may deem advisable to administer the Plan; and make all
other decisions and determinations that may be required under the Plan. The Board of Directors may at any time administer the Plan. If it does so, it will have all the powers of the Compensation Committee under the Plan.
Performance Goals. All options and stock appreciation rights granted under the Plan are designed to be exempt from the $1,000,000
deduction limit imposed by Code Section 162(m). The Compensation Committee may designate any other award granted under the Plan as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000
deduction limit imposed by Code Section 162(m). If an award is so designated, the Compensation Committee must establish objectively determinable performance goals for the award based on one or more of the following business criteria, which may
be expressed in terms of company-wide objectives or in terms of objectives that relate to the performance of a division, business unit, affiliate, department or function within the Company or an affiliate or any combination thereof: revenue; sales;
profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures); earnings (EBIT, EBITDA, Adjusted EBITDA, earnings per share, or other corporate earnings measures); net income (before or after
taxes, operating income or other income measures); cash (cash flow, cash generation or other cash measures); stock price or performance; total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price);
return measures (including, but not limited to, return on assets, capital, equity, or sales, and cash flow return on assets, capital, equity, or sales); market share; improvements in capital structure; expenses (expense management, expense ratio,
expense efficiency ratios or other expense measures); business expansion or consolidation (acquisitions and divestitures); internal rate of return or increase in net present value; working capital targets relating to inventory and/or accounts
receivable; or planning accuracy (as measured by comparing planned results to actual results).
The Compensation Committee
must establish such goals within the first quarter of the period for which such performance goal relates (or such later date as may be permitted under applicable tax regulations) and the Compensation Committee may for any reason reduce (but not
increase) any award, notwithstanding the achievement of a specified goal.
Limitations on Transfer; Beneficiaries. No
award will be assignable or transferable by an employee other than by will or the laws of descent and distribution or (except in the case of an incentive stock option) pursuant to a qualified domestic relations order. Notwithstanding the foregoing,
the Compensation Committee may, but need not, permit other transfers where the it concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any option intended to be an incentive stock option to
fail to qualify as such, and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including, without limitation, state or federal tax or securities laws applicable to transferable awards. An employee
may, in the manner determined by the Compensation Committee, designate a beneficiary to exercise the rights of the employee and to receive any distribution with respect to any award upon the employees death. Notwithstanding the foregoing, no
right or interest of a participant in any unexercised or restricted award may be transferred or assigned for consideration.
Acceleration Upon Certain Events. Unless otherwise provided in an award certificate or other employee agreement, if an
employees service terminates by reason of death, disability or retirement after age 65, all of such employees outstanding options, stock appreciation rights and other awards that may be exercised will become fully exercisable, all
time-based vesting restrictions on his or her outstanding awards will lapse, and the target payout opportunities attainable under such employees outstanding performance-based equity awards will be deemed to have been fully earned as of the
date of termination based upon an assumed achievement of all relevant performance goals at the target level and there will be a pro rata payout in cash or equity, as appropriate, to the employee or his or her estate within thirty
(30) days following the date of termination based upon the length of time within the performance period that has elapsed prior to the date of termination. In addition, the Compensation Committee may determine that any performance-based criteria
with respect to cash awards held by such person will be deemed wholly or partially satisfied as of the date of death, disability or retirement.