ANGIODYNAMICS INC

APPENDIX A

ANGIODYNAMICS, INC.

2020 EQUITY INCENTIVE PLAN

(as amended)

1. Purposes. The primary purposes of this Plan are (a) to provide competitive equity incentives that will enable the Company to attract, retain, motivate, and reward persons who render services that benefit the Company or other enterprises in which the Company has a significant interest and (b) to align the interests of such persons with the interests of the Company’s shareholders generally.

2. Definitions. Unless otherwise required by the context, the following terms, when used in this Plan, shall have the meanings set forth in this Section 2.

2.1.1.“Affiliate” means an affiliate as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

2.1.2.“Award” means an award granted under this Plan in one of the forms provided for in Section 3(a).

2.1.3.“Award Agreement” means a written instrument signed by an officer of the Company and setting forth the terms and conditions of an Award granted under the Plan.

2.1.4.“Beneficiary” means a person or entity (including but not limited to a trust or estate), designated in writing by a Service Provider or other rightful holder of an Award, on such forms and in accordance with such terms and conditions as the Committee may prescribe, to whom such Service Provider’s or other rightful holder’s rights under the Plan shall pass in the event of the death of such Service Provider or other rightful holder. In the event that the person or entity so designated is not living or in existence at the time of the death of the Service Provider or other rightful holder of the Award, or in the event that no such person or entity has been so designated, the “Beneficiary” shall mean the legal representative of the estate of the Service Provider or other rightful holder, or the person or entity to whom the Service Provider’s or other rightful holder’s rights with respect to the Award pass by will or the laws of descent and distribution.

2.1.5.“Board” or “Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

2.1.6.“Cause” means, unless otherwise provided in an applicable Award Agreement, (x) if a Service Provider is a party to a written employment, severance, consulting, or other service agreement with the Company or any of its Subsidiaries that contains a definition of “Cause” (or term of similar meaning), then “Cause” as so therein defined, and (y) if a Service Provider is not party to such an agreement, then (i) such Service Provider has willfully failed to perform the Service Provider’s duties with the Company or any of its Subsidiaries (other than because of the Service Provider’s death or disability); (ii) the engaging by the Service Provider in misconduct which is injurious to the Company or any of its Subsidiaries, monetarily or otherwise; (iii) the Service Provider’s commission of (a) a felony or (b) a crime involving fraud, dishonesty, or moral turpitude; or (iv) the Service Provider’s material violation of any written policy of the Company or any of its Subsidiaries applicable to the Service Provider or material breach of a written agreement with the Company or any of its Subsidiaries.

2.1.7.“Change in Control” means that any of the following events has occurred:

2.1.7.1.any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including any securities acquired directly from the Company or its Affiliates) representing more than 40% of the combined voting power of the Company’s then-outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

2.1.7.2.the following individuals cease for any reason to constitute a majority of the number of directors serving on the Board: individuals who, at the beginning of any period of two consecutive years or less (not including any period prior to the Effective Date), constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose appointment, election, or nomination for election was previously so approved or recommended; or

2.1.7.3.there is consummated a merger or consolidation of the Company or any Subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including any securities acquired directly from the Company or its Affiliates) representing more than 40% or more of the combined voting power of the Company’s then outstanding securities; or

2.1.7.4.the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes of the foregoing provisions of this Section 2(g),

2.1.7.4.1.the term “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

2.1.7.4.2.the term “Effective Date” shall mean the date on which the Plan is effective as provided in Section 11 hereof; and

2.1.7.4.3.the term “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its Subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation or other entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii), or (iv) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

2.1.8.“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. References to a particular section of the Code shall include references to any related Treasury Regulations and to successor provisions of the Code.

2.1.9.“Committee” means the committee appointed by the Board of Directors to administer the Plan pursuant to the provisions of Section 12(a) below.

2.1.10.“Common Stock” means common stock of the Company, par value $.01 per share.

2.1.11.“Company” means AngioDynamics, Inc., a Delaware corporation, and, except for purposes of determining under Section 2(g) hereof whether or not a Change in Control has occurred, shall include its successors.

2.1.12.“Employee” means any person who is employed by the Company or a Subsidiary on a full-time or part-time basis, including an officer or director if he is so employed.

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

2.1.14.“Fair Market Value” with respect to a share of Common Stock on a particular date means as follows:

2.1.14.1.The mean between the high and low sale prices of a share of Common Stock on such date, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use with regard to the Common Stock or, if on such date the Common Stock is publicly traded but not quoted by any such system, the mean of the closing bid and asked prices of a share of Common Stock on such date as furnished by a professional market maker making a market in the Common Stock; or

2.1.14.2.If in (i) above, there were no sales on such date reported as provided above, the respective prices on the most recent prior day on which a sale was so reported.

In the case of an Incentive Stock Option, if the foregoing method of determining fair market value should be inconsistent with Section 422 of the Code, “Fair Market Value” shall be determined by the Committee in a manner consistent with Section 422 of the Code and shall mean the value as so determined. In the case of other securities or other property, “Fair Market Value” shall mean the fair market value of such other securities or other property as determined by the Committee in its sole discretion.

2.1.15.“Good Reason” means, unless otherwise provided in an applicable Award Agreement, (x) if a Service Provider is a party to a written employment, severance, consulting, or other service agreement with the Company or its Subsidiaries that contains a definition of “Good Reason” (or term of similar meaning), then “Good Reason” as so therein defined, and (y) if a Service Provider is not party to such an agreement, then the occurrence of any of the following without the Service Provider’s prior written consent: (i) a material reduction in the Service Provider’s base salary or target annual bonus; (ii) a material and substantial adverse diminution in the Participant’s duties or responsibilities]; (iii) the Company’s or its Subsidiary’s material breach of a written agreement to which it is a party with the Service Provider; or (iv) the relocation of the Service Provider’s principal place of employment to a location which increases the Service Provider’s one-way commuting distance by more than fifty (50) miles; provided, however, that (1) the Service Provider provides the Company with written notice of the circumstances giving rise to Good Reason within thirty (30) days of their occurrence, (2) the Company fails to cure such circumstances within thirty (30) days following receipt of such written notice, and (3) the Service Provider terminates his or her service within thirty (30) days following expiration of such cure period.

2.1.16.“Incentive Stock Option” means an option, including an Option as the context may require, intended to meet the requirements of Section 422 of the Code.

2.1.17.“Linked Stock Appreciation Rights” means Stock Appreciation Rights that are linked to all or any part of an Option, subject to and in accordance with Section 7 and the other applicable provisions of the Plan.

2.1.18.“Nonqualified Stock Option” means an option, including an Option as the context may require, which is not intended to be an Incentive Stock Option.

2.1.19.“Option” means an option granted under this Plan to purchase shares of Common Stock. Options may be Incentive Stock Options or Nonqualified Stock Options.

2.1.20.“Other Stock-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit that is granted under Section 8 of the Plan and is (i) payable by delivery of Common Stock and/or (ii) measured by reference to the value of Common Stock.

2.1.21.“Plan” means this AngioDynamics, Inc. 2020 Equity Incentive Plan, as amended from time to time.

2.1.22.“Restricted Stock” means shares of Common Stock which are issued to a Service Provider in accordance with Section 5 and the other applicable provisions of the Plan subject to restrictions and/or forfeiture provisions specified by the Committee.

2.1.23.“Restricted Stock Unit” means an unsecured and unfunded promise to issue or deliver shares of Common Stock, cash, other securities, or other property to a Service Provider at a future time or times subject to and in accordance with Section 5 below and the other applicable provisions of the Plan if certain terms and conditions specified by the Committee are satisfied.

2.1.24.“Service Provider” means a person who renders, has rendered, or who the Committee expects to render services that benefit or will benefit the Company or a Subsidiary, in the capacity of employee, director, independent contractor, agent, advisor, consultant, representative, or otherwise, and includes but is not limited to (i) Employees, (ii) personal service corporations, limited liability companies, and similar entities through which any such person renders, has rendered, or is expected to render such services, and (iii) members of the Board who are not Employees.

2.1.25.“Stock Appreciation Right” means a right granted subject to and in accordance with Section 7 and the other applicable provisions of the Plan.

2.1.26.“Subsidiary” means a corporation or other form of entity or business association of which shares (or other ownership interests) having more than 50% of the voting power are owned or controlled, directly or indirectly, by the Company; provided, however, that in the case of an Incentive Stock Option, the term “Subsidiary” shall mean a Subsidiary (as defined by the preceding clause) which is also a “subsidiary corporation” as defined in Section 424(f) of the Code.

3. Grants of Awards.

3.1.1.Subject to the provisions of the Plan, the Committee may at any time, and from time to time, grant the following types of awards to any Service Provider:

3.1.1.1.Restricted Stock;

3.1.1.2.Restricted Stock Units;

3.1.1.3.Options;

3.1.1.4.Stock Appreciation Rights; and

3.1.1.5.Other Stock-Based Awards.

Any provision above of this Section 3(a) to the contrary notwithstanding, the Committee may grant Incentive Stock Options only to Service Providers who are Employees.

3.1.2.After an Award has been granted,

3.1.2.1.the Committee may waive any term or condition thereof that could have been excluded from such Award when it was granted, and

3.1.2.2.may amend any Award after it has been granted to include (or exclude) any provision which could have been included in (or excluded from) such Award when it was granted, subject to the written consent of the affected participant, if such amendment would result in less favorable terms applying to such participant,

and no additional consideration need be received by the Company in exchange for such waiver or amendment.

3.1.3.The Committee may (but need not) grant any Award linked to another Award, including, without limitation, Options linked to Stock Appreciation Rights. Linked Awards may be granted as either alternatives or supplements to one another. The terms and conditions of any such linked Awards shall be determined by the Committee, subject to the provisions of the Plan.

3.1.4.No Service Provider shall acquire any rights in or to or with respect to any Award unless and until an Award Agreement is delivered to him and returned to the designated Company representative executed by the Service Provider within the time, if any, prescribed therefore by the Committee or its delegate (which execution and delivery may be in electronic form or through electronic procedures established by the Committee). Any such Award Agreement shall not be inconsistent with this Plan and shall incorporate this Plan by reference. Executing and returning such Award Agreement to the Company shall constitute the Service Provider’s irrevocable agreement to and acceptance of the terms and conditions of the Award set forth in such Award Agreement and of the Plan applicable to such Award.

3.1.5.The Plan is intended to enable the Committee to grant Options that qualify for the tax treatment applicable to incentive stock options under Section 422 of the Code, as well as Options and other Awards that do not qualify for such tax treatment. Any provision of the Plan to the contrary notwithstanding, the Plan shall be interpreted, administered, and construed to enable the Committee to grant Options that qualify for the tax treatment applicable to incentive stock options under Section 422 of the Code as well as Options and other Awards that do not qualify for such tax treatment, and any provision of the Plan that cannot be so interpreted, administered, or construed shall to that extent be disregarded.

3.1.6.Any Award shall have a minimum restriction or vesting period, as applicable, of one year from the date of grant; provided, however, that the Committee may provide for earlier vesting upon a Service Provider’s termination of employment or service by reason of death or disability. Notwithstanding any provision herein to the contrary, 5% of the total number of shares available for allotment and issuance, transfer, or delivery under the Plan (the “Excepted Shares”) shall not be subject to the minimum restriction or vesting period, as applicable, described in the preceding sentence, it being understood that an Award may be granted to members of the Board who are not Employees on or promptly following the Company’s annual meeting of stockholders in a given year that vests upon the Company’s annual meeting of stockholders in the following year that occurs at least fifty (50) weeks following such preceding meeting without counting against such minimum restriction or vesting period limitation or as an “Excepted Share.”

4. Stock Subject to this Plan; Award Limits.

4.1.1.Subject to Sections 4(c) and Section 10,

4.1.1.1.the maximum aggregate number of shares of Common Stock which may be issued pursuant to Awards is 10,050,000 shares of Common Stock. Not more than 100% of such maximum aggregate number of shares may be issued pursuant to Options that are Incentive Stock Options; and

4.1.1.2.no member of the Board who is not an Employee may be granted, in any calendar year, Awards under this Plan with a grant date fair value (determined in accordance with GAAP) of greater than $500,000. Any Award granted to a Service Provider while he or she was an Employee, or while he or she was a consultant but not a member of the Board, will not count for purposes of the limitations under this Section 4(a)(ii).

If, after any Award is earned or exercised, the issuance or transfer of shares of Common Stock or money is deferred, any amounts equivalent to dividends or other earnings during the deferral period (including shares which may be distributed in payment of any such amounts) shall be disregarded in applying the limitation set forth above in clause (ii) of this Section 4(a). If, in connection with an acquisition of another company or all or part of the assets of another company by the Company or a Subsidiary, or in connection with a merger or other combination of another company with the Company or a Subsidiary, the Company either (A) assumes stock options or other stock incentive obligations of such other company, or (B) grants stock options or other stock incentives in substitution for stock options or other stock incentive obligations of such other company, then none of the shares of Common Stock that are issuable or transferable pursuant to such stock options or other stock incentives that are assumed or granted in substitution by the Company shall be charged against the limitations set forth in this Section 4(a).

4.1.2.Shares which may be issued pursuant to Awards may be authorized but unissued shares of Common Stock, or shares of Common Stock held in the treasury, whether acquired by the Company specifically for use under this Plan or otherwise, as the Committee may from time to time determine; provided, however, that any shares acquired or held by the Company for the purposes of this Plan shall, unless and until issued to a Service Provider or other rightful holder of an Award in accordance with the terms and conditions of such Award, be and at all times remain treasury shares of the Company, irrespective of whether such shares are entered in a special account for purposes of this Plan, and shall be available for any corporate purpose.

4.1.3.The maximum aggregate number of shares set forth in Section 4(a)(i) above shall be charged only for the number of shares which are actually issued under the Plan; if any shares of Common Stock subject to an Award shall not be issued to a Service Provider and shall cease to be issuable to a Service Provider because of the termination, expiration, forfeiture, or cancellation, in whole or in part, of such Award or the settlement of such Award in cash or for any other reason, or if any such shares shall, after issuance, be reacquired by the Company because of a Service Provider’s failure to comply with the terms and conditions of an Award, the shares not so issued, or the shares so reacquired by the Company, as the case may be, shall no longer be charged against the limitations provided for in Section 4(a)(i) above and may again be made subject to Awards; provided, however, that (x) any shares of Common Stock withheld or tendered in payment of any applicable exercise price, grant price, strike price, or taxes relating to any Award, or (y) repurchased by the Company using proceeds from exercise of an Option, shall be deemed to constitute shares issued under the Plan and shall not again be available for Awards under the Plan. For the avoidance of doubt, the gross number of Shares underlying a stock-settled Stock Appreciation Right shall reduce the limit set forth in Section 4(a)(i) above when such Stock Appreciation Right is settled in shares of Common Stock.

5. Restricted Stock and Restricted Stock Units. Restricted Stock and Restricted Stock Units shall be subject to the following provisions and such other terms and conditions, consistent with the following provisions, as the Committee may provide in the applicable Award Agreement:

5.1.1.Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to the participant pending the release of the applicable restrictions, the Committee may require the participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a participant shall fail to execute and deliver (in a manner permitted by the Committee) an Award Agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 5 and the applicable Award Agreement, a participant generally shall have the rights and privileges of a stockholder as to shares of Restricted Stock, including, without limitation, the right to vote such Restricted Stock and receive dividends in respect of such Restricted Stock, subject to the limitations set forth in Section 13(a). To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the participant evidencing such shares shall be returned to the Company, and all rights of the participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company. A participant shall have no rights or privileges as a stockholder as to Restricted Stock Units.

5.1.2.Restricted Stock and Restricted Stock Units shall vest, and any applicable restrictions shall lapse, in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, upon satisfaction of any continued employment or service conditions, performance conditions (which may be, without limitation, objective, subjective, based on Company-wide or individual metrics, or any combination thereof), and/or other terms and conditions specified by the Committee; provided, however, that notwithstanding any such dates or events, the Committee may, in its sole discretion, accelerate the vesting of any Restricted Stock or Restricted Stock Unit or the lapsing of any applicable restrictions at any time and for any reason. Unless otherwise provided under the Plan or by the Committee, whether in an Award Agreement or otherwise, in the event of a Service Provider’s termination of employment or service for any reason prior to the time that such participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested, (i) all vesting with respect to such participant’s Restricted Stock or Restricted Stock Units, as applicable, shall cease and (ii) unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the participant for no consideration as of the date of such termination.

5.1.3.Upon the vesting or lapsing of restrictions applicable to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration the Company shall issue to the participant or the participant’s beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which such restrictions have expired (rounded down to the nearest full share).

5.1.4.Unless otherwise provided by the Committee in an Award Agreement or otherwise, upon the vesting of any outstanding Restricted Stock Units, the Company shall issue to the participant or the participant’s beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable)

for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units or (ii) defer the issuance of shares of Common Stock (or cash or part cash and part shares of Common Stock, as the case may be) beyond the applicable vesting date if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares of Common Stock in respect of such Restricted Stock Units, the amount of such payment shall be equal to the Fair Market Value per share of the Common Stock as of the date on which such Restricted Stock Units vested.

5.1.5.Each certificate, if any, or book entry representing Restricted Stock awarded under the Plan, if any, shall bear a legend or book entry notation substantially in the form of the following, in addition to any other information the Company deems appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:

“TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE ANGIODYNAMICS, INC. 2020 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN ANGIODYNAMICS, INC. AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ANGIODYNAMICS, INC.”

6. Options. Options shall be subject to the following provisions and such other terms and conditions, consistent with the following provisions, as the Committee may provide in the applicable Award Agreement:

6.1.1.Subject to the provisions of Section 10, the purchase price (or exercise price) per share of each Option granted under the Plan (other than substitute Awards described in Section 4(a)) shall be no less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted; provided, that, in the case of an Incentive Stock Option granted to any Employee who, at the time such Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporation, such purchase price (or exercise price) shall be no less than 110% of the Fair Market Value of a share of Common Stock on the date the Incentive Stock Option is granted).

6.1.2.The purchase price (or exercise price) of shares subject to an Option may be paid in whole or in part (i) in money, (ii) by bank-certified, cashier’s, or personal check subject to collection, (iii) if so provided in the applicable Award Agreement and, subject to compliance with Section 402 of the Sarbanes-Oxley Act of 2002, as amended, and any other applicable law or regulation (including of any applicable securities exchanges on which the Common Stock is quoted or traded) and further subject to such terms and conditions as the Committee may impose, by delivering to the Company a properly executed exercise notice together with a copy of irrevocable instructions to a stockbroker (which may be in electronic form or through electronic procedures established by the Committee) to sell immediately some or all of the shares acquired by exercise of the option and to deliver promptly to the Company an amount of sale proceeds (or, in lieu of or pending a sale, loan proceeds) sufficient to pay the purchase price (or exercise price), or (iv) if so provided in the applicable Award Agreement and subject to such terms and conditions as may be specified therein, in shares of Common Stock which have been owned by the optionee for at least six months or which were acquired on the open market and which are surrendered to the Company actually or by attestation. Shares of Common Stock thus surrendered shall be valued at their Fair Market Value on the date of exercise.

6.1.3.Each Option may be exercisable in full at the time of grant or may become exercisable in one or more installments and at such time or times and subject to such terms and conditions, as the Committee may determine. Without limiting the foregoing, an Option may (but need not) provide by its terms that it will become exercisable in whole or in part upon the completion of specified periods of any continued employment or service conditions, performance conditions (which may be, without limitation, objective, subjective, based on Company-wide or individual metrics, or any combination thereof), and/or other terms and conditions specified by the Committee. The Committee may at any time accelerate the date on which an Option becomes exercisable, and no additional consideration need be received by the Company in exchange for such acceleration. Unless otherwise provided in the Award Agreement evidencing the Option, an Option, to the extent it becomes exercisable, may be exercised at any time in whole or in part until the expiration or termination of the Option. In addition, unless otherwise provided under the Plan or by the Committee, whether in an Award Agreement or otherwise, in the event of a Service Provider’s termination of employment or service for any reason prior to the time that such participant’s Options have vested, (i) all vesting with respect to such participant’s Options shall cease and (ii) unvested Options shall be forfeited to the Company by the participant for no consideration as of the date of such termination.

6.1.4.Subject to Section 13(b) below, each Option shall be exercisable during the life of the optionee only by him or his guardian or legal representative, and after death only by his Beneficiary. Notwithstanding any other provision of this Plan, (i) no Option shall be exercisable after the tenth anniversary of the date on which the Option was granted; provided, that if a Nonqualified Stock Option would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the term of such Nonqualified Stock Option shall be automatically extended until the 30th day following the expiration of such prohibition, and (ii) no Incentive Stock Option which is granted to any optionee who, at the time such Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporation, shall be exercisable after the expiration of five years from the date such Option is granted. If an Option is granted for a term of less than ten years, the Committee may, at any time prior to the expiration of the Option, extend its term for a period ending not later than on the tenth anniversary of the date on which the Option was granted, and no additional consideration need be received by the Company in exchange for such extension. Subject to the foregoing provisions of this Section 6(d), the Committee may (but need not) provide for an Option to be exercisable after termination of the Service Provider’s employment or other service for any period and subject to any terms and conditions that the Committee may determine.

6.1.5.An Option may, but need not, be granted as an Incentive Stock Option; provided, that the aggregate Fair Market Value (determined as of the time the option is granted) of the stock with respect to which Incentive Stock Options may be exercisable for the first time by any Employee during any calendar year (under all plans, including this Plan, of his employer corporation and its parent and subsidiary corporations) shall not exceed $100,000 unless the Code is amended to allow a higher dollar amount. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

6.1.6.Shares purchased pursuant to the exercise of an Option shall be issued to the person exercising the Option as soon as practicable after the Option is properly exercised, subject to compliance with all applicable law and regulation (including of any applicable securities exchanges on which the Common Stock is quoted or traded).

6.1.7.The Committee shall not have the authority to reduce the exercise price of outstanding Options, except as permitted by Section 10 below (relating to adjustments for changes in capitalization and similar adjustments).

6.1.8.No option shall be exercisable unless and until the Company (i) obtains the approval of all regulatory bodies whose approval the Company may deem necessary or desirable, and (ii) complies with all legal requirements deemed applicable by the Company.

6.1.9.An Option shall be considered exercised if and when written notice, signed by the person exercising the Option and stating the number of shares with respect to which the Option is being exercised, is received by the designated representative of the Company on a properly completed form approved for this purpose by the Committee (which may be in electronic form or through electronic procedures established by the Committee), accompanied by full payment of the Option exercise price in one or more of the forms authorized in the Award Agreement evidencing such Option and described in Section 6(b) above for the number of shares to be purchased. No Option may at any time be exercised with respect to a fractional share unless the Award Agreement evidencing such Option expressly provides otherwise.

6.1.10.Each optionee awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date the optionee makes a disqualifying disposition of any share of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such share of Common Stock before the later of (i) the date that is two years after the grant date of the Incentive Stock Option, or (ii) the date that is one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable optionee, of any share of Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such optionee as to the sale of such share of Common Stock.

7. Stock Appreciation Rights. Stock Appreciation Rights shall be subject to the following provisions and such other terms and conditions, consistent with the following provisions, as the Committee may provide in the applicable Award Agreement:

7.1.1.Stock Appreciation Rights that are granted under the Plan may be linked to all or any part of an Option (“Linked Stock Appreciation Rights”), or may be granted without any linkage to an Option (“Free-Standing Stock Appreciation Rights”). Linked Stock Appreciation Rights may be granted on the date of grant of the related Option or on any date thereafter, as the Committee may determine. The strike price (or exercise price) of each Stock Appreciation Right granted under the Plan (other than substitute Awards described in Section 4(a)) shall be no less than 100% of the Fair Market Value of a share of Common Stock on the date such Stock Appreciation Right is granted. In the case of Linked Stock Appreciation Rights that are granted as an alternative to the related Option, the strike price (or exercise price) shall be the price at which shares may be purchased under the related Option.

7.1.2.Linked Stock Appreciation Rights may be granted either as an alternative or a supplement to the Option to which they are linked (the “related” Option). Linked Stock Appreciation Rights that are granted as an alternative to the related Option may only be exercised when the related Option is exercisable, and at no time may a number of such Linked Stock Appreciation Rights be exercised that exceeds the number of shares with respect to which the related Option is then exercisable. Upon exercise of Linked Stock Appreciation Rights that are granted as an alternative to an Option, the holder shall be entitled to receive the amount determined pursuant to Section 7(e) below. Exercise of each such Linked Stock Appreciation Right shall cancel the related Option with respect to one share of Common Stock purchasable under the Option. Linked Stock Appreciation Rights that are granted as a supplement to the related Option shall entitle the holder to receive the amount determined pursuant to Section 7(e) below if and when the holder purchases shares under the related Option or at any subsequent time specified in the Award Agreement evidencing such Stock Appreciation Rights.

7.1.3.Stock Appreciation Rights may be exercisable in full at the time of grant or may become exercisable in one or more installments and at such time or times and subject to such terms and conditions, as the Committee may determine. Without limiting the foregoing, Stock Appreciation Rights may (but need not) provide by their terms that they will become exercisable in whole or in part upon the completion of specified periods of any continued employment or service conditions, performance conditions (which may be, without limitation, objective, subjective, based on Company-wide or individual metrics, or any combination thereof), and/or other terms and conditions specified by the Committee. The Committee may at any time accelerate the date on which Stock Appreciation Rights become exercisable, and no additional consideration need be received by the Company in exchange for such acceleration. Unless otherwise provided in the Plan or the Award Agreement evidencing the Stock Appreciation Rights, Stock Appreciation Rights, to the extent they become exercisable, may be exercised at any time in whole or in part until they expire or terminate. In addition, unless otherwise provided under the Plan or by the Committee, whether in an Award Agreement or otherwise, in the event of a Service Provider’s termination of employment or service for any reason prior to the time that such participant’s Stock Appreciation Rights have vested, (i) all vesting with respect to such participant’s Stock Appreciation Rights shall cease and (ii) unvested Stock Appreciation Rights shall be forfeited to the Company by the participant for no consideration as of the date of such termination.

7.1.4.No Free-Standing Stock Appreciation Rights or Linked Stock Appreciation Rights that are granted as a supplement to the related Option shall be exercisable after the tenth anniversary of the date on which the Stock Appreciation Rights were granted (provided, that if such Stock Appreciation Right would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the term of such Stock Appreciation Right shall be automatically extended until the 30th day following the expiration of such prohibition) and no Linked Stock Appreciation

Rights that are granted as an alternative to the related Option shall be exercisable after the related Option ceases to be exercisable. If the Committee grants Stock Appreciation Rights for a lesser term than that permitted by the preceding sentence, the Committee may, at any time prior to expiration of the Stock Appreciation Rights, extend their term to the maximum term permitted by the preceding sentence, and no additional consideration need be received by the Company in exchange for such extension. Subject to the foregoing provisions of this Section 7(d), the Committee may (but need not) provide for Stock Appreciation Rights to be exercisable after termination of the Service Provider’s employment or other service for any period and subject to any terms and conditions that the Committee may determine.

7.1.5.Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to receive cash, a number of shares of Common Stock that have a Fair Market Value on the date of exercise of such Stock Appreciation Rights, other securities, or other property, or a combination of cash, Common Stock, other securities, or other property valued at Fair Market Value on such date, as the Committee may determine, equal to the amount by which the Fair Market Value of a share of Common Stock on the date of such exercise exceeds the strike price (or exercise price) of the Stock Appreciation Rights, multiplied by the number of Stock Appreciation Rights exercised; provided, that in no event shall a fractional share be issued unless the Award Agreement evidencing such Stock Appreciation Rights expressly provides otherwise.

7.1.6.Subject to Section 13(b) below, Stock Appreciation Rights shall be exercisable during the life of the Service Provider only by him or his guardian or legal representative, and after death only by his Beneficiary.

7.1.7.The Committee shall not have the authority to reduce the exercise price of outstanding Stock Appreciation Rights, except as permitted by Section 10 below (relating to adjustments for changes in capitalization and similar adjustments).

8. Other Stock-Based Awards. The Committee may grant Other Stock-Based Awards under the Plan to Service Providers, alone or in tandem with other Awards, in such amounts and dependent on such conditions as the Committee shall from time to time in its sole discretion determine, including, without limitation, the completion of specified periods of any continued employment or service conditions, performance conditions (which may be, without limitation, objective, subjective, based on Company-wide or individual metrics, or any combination thereof), and/or other terms and conditions specified by the Committee. Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award Agreement and shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

9. Certain Change in Control, Termination of Service, Death and Disability Provisions.

9.1. Default Provisions. Except as may otherwise be provided in a then-effective written agreement (including an Award Agreement) between a Service Provider and the Company, upon a Change in Control, (i) if another award meeting the requirements of Section 9.3 (a “Replacement Award”) of the Plan is provided to an applicable Service Provider to replace an outstanding Award (the “Replaced Award”), then the provisions of Section 9.3 of the Plan shall apply to such Replacement Award, and (ii) if a Service Provider’s outstanding Award is not so replaced with a Replacement Award, then such outstanding Award shall instead be subject to the provisions of Section 9.2 of the Plan.

9.2. Treatment of Outstanding Awards Not Replaced.

9.2.1.Upon a Change in Control, a Service Provider’s then-outstanding Awards, other than Options and Stock Appreciation Rights, that are not subject to Section 9.3 and are not vested, shall become fully vested (with any performance conditions, if applicable, deemed satisfied at the “target” level) and shall be settled in cash, Shares (or securities of the successor entity), or a combination thereof, as determined by the Committee, within thirty (30) days following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule in order to comply with Section 409A of the Code).

9.2.2.Upon a Change in Control, a Service Provider’s then-outstanding Options and Stock Appreciation Rights that are not subject to Section 9.3 and are not vested shall immediately become fully vested and exercisable over the exercise period set forth in the applicable Award Agreement (with any performance conditions, if applicable, deemed satisfied at the “target” level). Notwithstanding the immediately preceding sentence, the Committee may elect to cancel such outstanding Options or Stock Appreciation Rights and pay the Service Provider an amount of cash, Shares (or securities of the successor entity), or a combination thereof, as determined by the Committee (less normal withholding taxes), within thirty (30) days following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule in order to comply with Section 409A of the Code), with a value (as determined by the Committee) equal to the excess of (i) the value, as determined by the Committee, of the consideration (including cash) received by the holder of a Share as a result of the Change in Control (or if the Company’s shareholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a Share on the day immediately prior to the Change in Control) over (ii) the exercise price of such Options or the strike price (or exercise price) of such Stock Appreciation Rights, multiplied by the number of Shares subject to each such Award in accordance with Section 409A of the Code, to the extent applicable. No payment shall be made to a Service Provider for any Option or Stock Appreciation Right if the exercise price or strike price for such Option or Stock Appreciation Right, respectively, exceeds the value, as determined by the Committee, of the consideration (including cash) received by the holder of a Share as a result of the Change in Control (or if the Company’s shareholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a Share on the day immediately prior to the Change in Control).

9.3. Treatment of Replaced Awards.

9.3.1.Another award provided to a Service Provider to replace an Award under this Plan shall meet the conditions of this Section 9.3 (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award (or, if it is of a different type as the Replaced Award (such as a deferred cash equivalent award) and, the Committee, as constituted immediately prior to the Change in Control, finds such type acceptable); (ii) it has a value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities listed on a U.S. national securities exchange of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, except in the case of a Replacement Award granted in the form of a deferred cash equivalent award; (iv) its terms and conditions comply with Section 9.3(b); and (v) its other terms and conditions are not less favorable to the Service Provider than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 9.3(a) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Committee may determine the value of Awards and Replacement Awards that are Options or Stock Appreciation Rights by reference to either their intrinsic value or their fair value in each case in a manner that is intended to comply with Section 409A of the Code.

9.3.2.If at any time within three (3) months preceding, or at any time following, a Change in Control, a Service Provider incurs an involuntary termination of service without Cause or a voluntary termination of service for Good Reason, then all Replacement Awards held by the Participant shall become fully vested and free of restrictions and, (i) in the case of Replacement Awards in the form of stock options or stock appreciation rights shall be fully exercisable for the full remaining term of the stock options or stock appreciation rights, as applicable (calculated without regard to such termination of service), (ii) any performance conditions applicable to such Replacement Awards shall be deemed to be satisfied at the “target” level, and (iii) any such Replacement Awards (other than stock options or stock appreciation rights) shall be paid or settled upon or within thirty (30) days of such termination of service. Notwithstanding the foregoing, with respect to any Replacement Award that is subject to Section 409A of the Code, payment or settlement of such Replacement Award shall be made pursuant to its original schedule if and to the extent necessary to comply with Section 409A of the Code.

10. Adjustment Provisions. In the event that any recapitalization, or reclassification, reorganization, split-up, stock split, reverse split, repurchase, or consolidation of shares of Common Stock shall be effected, or the outstanding shares of Common Stock shall be, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, exchanged for a different number or class of shares of stock or other securities or property of the Company or any other entity or person, or a spin-off or split-off or a record date for determination of holders of Common Stock entitled to receive a dividend or other distribution payable in

Common Stock or other property (other than normal cash dividends), or other similar corporate transaction affecting the Common Stock (including a Change in Control) shall occur, or unusual or nonrecurring events occur affecting the Company, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines, in its sole discretion, could result in dilution or enlargement of the rights intended to be granted to, or available for, participants in the Plan, the Committee shall make such proportionate substitution or adjustment, if any, as the Committee deems equitable, to any or all of: (i) the maximum aggregate number and the class of shares or other securities or property that may be issued in accordance with Section 4(a)(i) above pursuant to Awards thereafter granted, (ii) any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder, (iii) the number and the class of shares or other securities or property that may be issued or transferred under outstanding Awards, (iv) the purchase price, exercise price, or strike price of Awards, and (v) any performance conditions or metrics or other terms and conditions applicable to any outstanding Awards; provided, that with respect to Incentive Stock Options any such adjustments shall comply with Sections 422 and 424 of the Code; provided, further, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment under this Section 10 shall be conclusive and binding for all purposes, and any such adjustment may provide for the elimination of any fractional share of Common Stock that might otherwise become subject to an Award.

11. Effective Date and Duration of Plan. The Plan shall be effective on the date on which the shareholders of the Company approve it either (a) at a duly held shareholders’ meeting, or (b) by the written consent of the holders of a majority of the securities of the Company entitled to vote, in accordance with any applicable provisions of the Delaware General Corporation Law. If the Plan is not so approved by shareholders, the Plan shall be null, void, and of no force or effect. If so approved, Awards may be granted for a period of ten years following the date of such approval by shareholders, but not thereafter. In no event shall an Incentive Stock Option be granted under the Plan more than ten years following the date the Plan is adopted by the Board, or the date the Plan is approved by the shareholders of the Company, whichever is earlier.

12. Administration.

12.1.1.The Plan shall be administered by a committee of the Board as appointed from time to time by the Board; provided, however, that notwithstanding anything to the contrary contained in the Plan, the Board may exercise all authority granted to the Committee under the Plan (and when so exercising, all references to the “Committee” hereunder shall also be deemed to refer to the Board). Any such actions by the Board or the applicable committee thereof shall be subject to the applicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted.

12.1.2.The Committee may establish such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem necessary for the proper administration of the Plan, and may amend or revoke any rule or regulation so established. The Committee shall, subject to the provisions of the Plan, have full power and discretion to interpret, administer, and construe the Plan and any Award Agreement issued hereunder and full and final authority to make all determinations and decisions thereunder, including, without limitation, the authority and discretion to (i) determine the persons who are Service Providers and select the Service Providers who are to participate in the Plan, (ii) determine when Awards shall be granted, (iii) determine the number of shares and/or amount of money to be made subject to each Award, (iv) determine the type or types of Awards to grant, (v) determine the terms and conditions of each Award, including the purchase price, exercise price, or strike price, in the case of Options or Stock Appreciation Rights, and whether specific Awards shall be linked to one another and if so whether they shall be alternative to or supplement one another, (vi) determine the vesting and exercisability terms of any Award granted under the Plan, which may include, without limitation, satisfaction or completion of specified periods of any continued employment or service or performance conditions (which may be, without limitation, objective, subjective, based on Company-wide or individual metrics, or any combination thereof), (vii) determine whether, to what extent, and under what circumstances Awards may be settled in, or exercised for, cash, shares of Common Stock, other securities, other Awards, or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (viii) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards, or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the participant or of the Committee; (ix) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Plan and any Award Agreement or other instrument or agreement relating to, or Award granted under, the Plan, and (x) make any adjustments or determinations pursuant to Sections 9 and 10 of the Plan. The interpretation by the Committee of the terms and provisions of the Plan and any Award Agreement or other instrument issued thereunder, and its administration thereof, and all action taken by the Committee, shall be final, binding, and conclusive on the Company, its shareholders, Subsidiaries, all participants, and Service Providers, and upon their respective Beneficiaries, successors, and assigns, and upon all other persons claiming under or through any of them. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

12.1.3.No member of the Board, the Committee, or any employee or agent of any member of the Company or its Subsidiaries (each such Person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit, or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made with respect to the Plan or any Award hereunder and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit, or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined, as provided below, that the Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit, or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts, omissions, or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the organizational documents of the Company or any of its Subsidiaries. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the organizational documents of the Company or its Subsidiaries, as a matter of law, under an individual indemnification agreement or contract, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.

13. General Provisions.

13.1.1.The Committee may, in its sole discretion, provide that an Award may accrue dividends, dividend equivalents, or similar payments, payable in cash, shares of Common Stock, other securities, other Awards, or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the holder of such Award, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock, or other Awards. Without limiting the foregoing, any dividend otherwise payable in respect of any share of Restricted Stock that remains subject to vesting conditions at the time of payment of such dividend shall be retained by the Company, remain subject to the same vesting conditions as the share of Restricted Stock to which the dividend relates, and shall be delivered (without interest) to the participant within 15 days following the date on which such restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent provided in an Award Agreement, the holder of an outstanding Award (other than Restricted Stock) shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, in the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Award is settled following the date on which such Award vests (or at the time required to comply with Section 409A of the Code), and if such Award is forfeited, the participant shall have no right to such dividend equivalent payments (or interest thereon, if applicable).

13.1.2.No Award shall be transferable by the Service Provider or other rightful holder of such Award other than by will or the laws of descent and distribution or to a Beneficiary or as expressly permitted by the Committee.

13.1.3.Nothing in this Plan or in any Award Agreement or other instrument executed pursuant hereto shall confer upon any person any right to continue in the employment or other service of the Company or a Subsidiary, or shall affect the right of the Company or a Subsidiary to terminate the employment or other service of any person at any time with or without cause.

13.1.4.No shares of Common Stock shall be issued or transferred pursuant to an Award unless and until all requirements of applicable law or regulation (including of any applicable securities exchanges on which the Common Stock is quoted or traded) applicable to the issuance or transfer of such shares have been satisfied. Any such issuance or transfer shall be contingent upon the person acquiring the shares giving the Company any assurances the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.

13.1.5.No person (individually or as a member of a group) and no Beneficiary or other person claiming under or through him, shall have any right, title, or interest in or to any shares of Common Stock (i) allocated, or (ii) reserved for the purposes of this Plan, or (iii) subject to any Award, except as to such shares of Common Stock, if any, as shall have been issued to him. There is no obligation for uniformity of treatment of participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each participant and may be made selectively among participants, whether or not such participants are similarly situated.

13.1.6.The Company and its Subsidiaries may make such provisions as they may deem appropriate for the withholding of any taxes which they determine they are required to withhold in connection with any Award. Without limiting the foregoing, the Committee may, subject to such terms and conditions as it may impose, permit or require any tax obligation arising in connection with any Award or the grant, exercise, vesting, distribution, or payment of any Award, up to the maximum applicable federal, state, and local withholding, income, employment, other applicable taxes, including payroll taxes, to be satisfied in whole or in part, with or without the consent of the Service Provider or other rightful holder of the Award, by having the Company withhold all or any part of the shares of Common Stock that vest or would otherwise be issued or distributed at such time. Any shares so withheld shall be valued at their Fair Market Value on the date of such withholding.

13.1.7.Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with (or are otherwise exempt from) Section 409 A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each participant in the Plan is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such participant in connection with the Plan (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold such participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan or any Award Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment. Notwithstanding anything in the Plan to the contrary, if a participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such participant prior to the date that is six months after the date of such participant’s “separation from service” or, if earlier, the date of the participant’s death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum (without interest) on the earliest date permitted under Section 409A of the Code that is also a business day.

13.1.8.Nothing in this Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice, or arrangement for the payment of compensation or fringe benefits to directors, officers, employees, consultants, or Service Providers generally, or to any class or group of such persons, which the Company or any Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any incentive compensation, retirement, pension, group insurance, stock purchase, stock bonus, or stock option plan. A Service Provider may be granted an Award whether or not he is eligible to receive similar or dissimilar incentive compensation under any other plan or arrangement of the Company.

13.1.9.The Company’s obligation to issue shares of Common Stock or to pay money in respect of any Award shall be subject to the condition that such issuance or payment would not impair the Company’s capital or constitute a breach of or cause the Company to be in violation of any covenant, warranty, or representation in any credit agreement to which the Company or its Subsidiaries are a party.

13.1.10.By accepting any benefits under the Plan, each Service Provider, and each person claiming under or through him, shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all provisions of the Plan and any action or decision under the Plan by the Company, its agents and employees, and the Board of Directors and the Committee.

13.1.11.The validity, construction, interpretation, and administration of the Plan and of any determinations or decisions made thereunder, and the rights of all persons having or claiming to have any interest therein or thereunder, shall be governed by, and determined exclusively in accordance with, the laws of the State of Delaware, but without giving effect to the principles of conflicts of laws thereof. Without limiting the generality of the foregoing, the period within which any action arising under or in connection with the Plan must be commenced, shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof, irrespective of the place where the act or omission complained of took place and of the residence of any party to such action and irrespective of the place where the action may be brought. A Service Provider’s acceptance of any Award shall constitute his irrevocable and unconditional waiver of the right to a jury trial in any action or proceeding concerning the Award, the Plan, or any rights or obligations of the Service Provider or the Company under or with respect to the Award or the Plan.

13.1.12.If an Award has been granted to a Service Provider and the Committee later determines that the financial results of the Company used to determine the amount of that Award, or any payment under that Award, whether to the participant or the participant’s Beneficiary, are materially restated and that such participant engaged in fraud or intentional misconduct with respect to the inputs to, or determination of, such financial results, the Company will seek repayment or recovery of the Award, as the Committee in its sole discretion determines is reasonable and appropriate, notwithstanding any contrary provision of the Plan. In addition, the Committee may provide that any Service Provider and/or any Award, including any shares subject to or issued under an Award, is subject to any other recovery, recoupment, clawback, and/or other forfeiture policy maintained by the Company from time to time.

13.1.13.The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall include within its meaning the plural and vice versa.

13.1.14.By participating in the Plan or accepting any rights granted under it, each participant consents to the collection and processing of personal data relating to the participant so that the Company and its Subsidiaries can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about participation in the Plan and shares offered or received, purchased, or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Awards were granted) about the participant and the participant’s participation in the Plan.

13.1.15.Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any of its Subsidiaries, on the one hand, and a participant or other person, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company be obligated to maintain separate bank accounts, books, records, or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other service providers under general law.

13.1.16.If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any participant or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, participant, or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

13.1.17.The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation, or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

13.1.18.The Company will have the right to offset against its obligation to deliver shares of Common Stock (or other securities, other property, or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile, or other employee programs) that a participant then owes to the Company or any of its Subsidiaries and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award is “deferred compensation” subject to Section 409A of the Code, the Committee will have no right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the participant to the additional tax imposed under Section 409A of the Code in respect of an outstanding Award.

13.1.19.The expenses of administering the Plan shall be borne by the Company. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

14. Amendment and Termination. Subject to any applicable shareholder approval requirements of Delaware or federal law, NASDAQ rules or other applicable listing standards, or the Code, the Plan may be amended by the Board of Directors at any time and in any respect, including without limitation to permit or facilitate qualification of Options theretofore or thereafter granted (a) as Incentive Stock Options under the Code, or (b) for such other special tax treatment as may be enacted on or after the date on which the Plan is approved by the Board; provided, that, without shareholder approval, except as permitted by Section 10 hereof, no amendment shall increase the aggregate number of shares which may be issued under the Plan, or, shall (i) reduce the purchase price, exercise price, or strike price of any Option or Stock Appreciation Right, (ii) result in cancellation of any outstanding Option or Stock Appreciation Right and replacement thereof with a new Option or Stock Appreciation Right (with a lower purchase price, exercise price, or strike price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the canceled Option or Stock Appreciation Right; or (iii) result in a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted. The Plan may also be terminated at any time by the Board of Directors. No amendment or termination of this Plan shall adversely affect any Award granted prior to the date of such amendment or termination without the written consent of the holder of such Award.