Form 8-K
8-K — Energous Corp
Accession: 0001104659-26-073510
Filed: 2026-06-12
Period: 2026-06-11
CIK: 0001575793
SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)
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 — tm2617856d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2617856d1_ex10-1.htm)
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8-K — FORM 8-K
8-K (Primary)
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2026-06-11
2026-06-11
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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 11, 2026
ENERGOUS CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
001-36379
46-1318953
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3590
North First Street, Suite
330
San Jose, California 95134
(Address, including zip code, of principal executive
offices)
Registrant’s telephone number, including
area code: (408) 963-0200
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 (see General Instruction A.2.
below):
¨ 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 registered
Trading symbol(s)
Name of each
exchange on which registered
Common Stock, par value $0.00001 per share
WATT
The Nasdaq Stock Market LLC
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.
On June 11, 2026, Energous Corporation d/b/a Energous Wireless
Power Solutions (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual
meeting online via live audio webcast, at which the Company’s stockholders approved an amendment and restatement of the Energous
Corporation Amended and Restated 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan was amended to increase the number
of authorized shares under the 2024 Plan by 300,000 shares. The amendment to the 2024 Plan became effective immediately upon stockholder
approval at the Annual Meeting.
A summary of the material terms of the 2024 Plan is set forth in the
Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29,
2026 (the “Proxy Statement”). The summaries of the 2024 Plan set forth above and in the Proxy Statement are qualified in their
entirety by reference to the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 11, 2026, as a virtual meeting
online via live audio webcast. At the Annual Meeting, there were 3,029,147 votes represented either in person or by proxy, or 55.06% of
the votes entitled to be cast at the Annual Meeting, which represented a quorum. The Company’s stockholders voted on, and approved,
the following proposals at the Annual Meeting:
Proposal 1. Election
of four directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors
are elected and qualified.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
David Roberson
1,004,683
188,310
1,836,154
Mallorie Burak
1,004,109
188,884
1,836,154
J. Michael Dodson
1,004,537
188,456
1,836,154
Rahul Patel
1,003,859
189,134
1,836,154
Proposal 2. Ratification
of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2026.
Votes For
Votes Against
Abstentions
Broker Non-Votes
2,832,289
3,002
193,856
—
Proposal 3. Approval
of the Energous Corporation Amended and Restated 2024 Equity Incentive Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
896,053
99,667
197,273
1,836,154
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Energous Corporation Amended and Restated 2024 Equity Incentive Plan.
104
Cover Page Interactive Data File (embedded as Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENERGOUS CORPORATION
Date: June 12, 2026
By:
/s/ Mallorie Burak
Name:
Mallorie Burak
Title:
Chief Executive Officer and Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2617856d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
ENERGOUS CORPORATION
AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN
(amended and restated effective: June 11,
2026)
Energous Corporation sets forth herein the terms
and conditions of its Amended and Restated 2024 Equity Incentive Plan, as follows:
1. PURPOSE AND ESTABLISHMENT
1.1 Purpose
The Plan is intended to enhance the Company’s
and its Affiliates’ ability to attract and retain highly qualified officers, Non-Employee Directors, employees and Consultants,
and to motivate such officers, Non-Employee Directors, employees and Consultants to serve the Company and its Affiliates and to expend
maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or
increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant
of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units,
other share-based awards and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment
of performance goals in accordance with the terms and conditions hereof. Stock options granted under the Plan may be non-qualified stock
options or incentive stock options, as provided herein.
1.2 Replacement Plan
The Plan replaces the following plans of the Company:
(i) the Company’s 2013 Equity Incentive Plan, (ii) the Company’s 2014 Non-Employee Equity Compensation Plan, (iii) the
Company’s Performance Share Unit Plan, and (iv) the Company’s 2017 Equity Inducement Plan (the “Inducement Plan,”
and collectively with the other plans in clauses (i) through (iii), the “Prior Plans”). The Prior Plans shall
be frozen, and no further awards may be made under the Prior Plans on or after the Effective Date (as defined in Section 2).
However, the Prior Plans shall continue to govern the terms and conditions of outstanding awards granted pursuant to the Prior Plans.
2. DEFINITIONS
For purposes of interpreting the Plan and related
documents (including Award Agreements), the following definitions shall apply:
2.1 “Acquiror” shall have the
meaning set forth in Section 15.2.
2.2 “Affiliate” means
any company or other trade or business that “controls,” is “controlled by” or is “under common control with”
the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.
2.3 “Annual Incentive Award”
means a cash-based Performance Award with a performance period that is the Company’s fiscal year or other 12-month (or shorter)
performance period as specified under the terms and conditions of the Award as approved by the Committee.
2.4 “Award” means a
grant of an Option, SAR, RSU, Restricted Stock, Stock Award, Performance Award (including a Performance Share Unit), Other Share-based
Award or cash award under the Plan.
2.5 “Award Agreement”
means a written (including electronic) agreement between the Company and a Grantee, or notice from the Company or an Affiliate to a Grantee
that evidences and sets out the terms and conditions of an Award.
2.6 “Board” means the Board of
Directors of the Company.
2.7 “Business Combination” shall
have the meaning set forth in Section 15.2.
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2.8 “Cause” shall be
defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement, or, if there is no such
definition, “Cause” means, unless otherwise provided in the applicable Award Agreement: (i) the commission of any act
by the Grantee constituting financial dishonesty against the Company or its Affiliates (which act would be chargeable as a crime under
applicable law); (ii) the Grantee’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude,
illegality or harassment that would (a) materially adversely affect the business or the reputation of the Company or any of its Affiliates
with their respective current or prospective customers, suppliers, lenders or other third parties with whom such entity does or might
do business or (b) expose the Company or any of its Affiliates to a risk of civil or criminal legal damages, liabilities or penalties
or reputational harm; (iii) the repeated failure by the Grantee to follow the directives of the Chief Executive Officer of the Company
or any of its Affiliates or the Board or other person to whom the Grantee directly reports; or (iv) any material misconduct, violation
of the Company’s or Affiliates’ policies or agreement to which the Grantee is subject, or willful and deliberate non-performance
of duty by the Grantee in connection with the business affairs of the Company or its Affiliates.
2.9 “Change in Control” shall
have the meaning set forth in Section 15.2.
2.10 “Code” means the United States
Internal Revenue Code of 1986.
2.11 “Committee” means
the Compensation Committee of the Board or any committee or other person or persons designated by the Board to administer the Plan. The
Board will cause the Committee to satisfy the applicable requirements of any securities exchange on which the Common Stock may then be
listed. For purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee means all of the members
of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act.
2.12 “Company” means Energous
Corporation, a Delaware Corporation, or any successor corporation.
2.13 “Common Stock” means the
common stock of the Company.
2.14 “Consultant” means
a consultant or advisor that provides bona fide services to the Company or any Affiliate and who qualifies as a consultant or advisor
under Form S-8.
2.15 “Disability” shall
be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement, or, if there is no such
definition, “Disability” means, unless otherwise provided in the applicable Award Agreement, the Grantee is unable to perform
each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment that
is potentially permanent in character or that can be expected to last for a continuous period of not less than 12 months; provided,
however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s
Service, “Disability” means “permanent and total disability” as set forth in Code Section 22(e)(3).
2.16 “Effective Date”
means the date the Plan was initially approved by the Stockholders, which date was June 12, 2024.
2.17 “Eligible Prior Plans” shall have
the meaning set forth in Section 4.1.
2.18 “Exchange Act” means the
United States Securities Exchange Act of 1934.
2.19 “Fair Market Value”
of a Share as of a particular date means (i) if the Common Stock is listed on a national securities exchange, the closing or last
price of the Common Stock on the composite tape or other comparable reporting system for the applicable date, or if the applicable date
is not a trading day, the trading day immediately preceding the applicable date, or (ii) if the Common Stock is not then listed on
a national securities exchange, the closing or last price of the Common Stock quoted by an established quotation service for over-the-counter
securities, or (iii) if the Common Stock is not then listed on a national securities exchange or quoted by an established quotation
service for over-the-counter securities, or the value of the Common Stock is not otherwise determinable, such value as determined by the
Committee.
2.20 “Family Member”
means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law or sister-in-law, including adoptive relationships, of the
applicable individual, any person sharing the applicable individual’s household (other than a tenant or employee), a trust in which
any one or more of these persons have more than 50% of the beneficial interest, a foundation in which any one or more of these persons
(or the applicable individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable
individual) own more than 50% of the voting interests.
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2.21 “Grant Date” means
the latest to occur of (i) the date as of which the Committee approves an Award, (ii) the date on which the recipient of an
Award first becomes eligible to receive an Award under Section 6 or (iii) such other date as may be specified by the
Committee in the Award Agreement.
2.22 “Grantee” means a person
who receives or holds an Award.
2.23 “Incentive Stock Option”
means an “incentive stock option” within the meaning of Code Section 422.
2.24 “Incumbent Directors” shall
have the meaning set forth in Section 15.2.
2.25 “Inducement Plan” shall have
the meaning set forth in Section 1.2.
2.26 “Non-Employee Director”
means a member of the Board or the board of directors of an Affiliate, in each case who is not an officer or employee of the Company or
any Affiliate.
2.27 “Non-qualified Stock Option”
means an Option that is not an Incentive Stock Option.
2.28 “Option” means an option
to purchase one or more Shares pursuant to the Plan.
2.29 “Option Price” means the
exercise price for each Share subject to an Option.
2.30 “Other Share-based Awards”
means Awards consisting of Share units, or other Awards, valued in whole or in part by reference to, or otherwise based on, Common
Stock, other than Options, SARs, RSUs, Restricted Stock, Stock Awards, or Performance Share Units.
2.31 “Performance Award”
means an Award made subject to the attainment of performance goals (as described in Section 12) over a performance period
of at least one year established by the Committee, and includes an Annual Incentive Award and Performance Share Units.
2.32 “Performance Share Unit”
means a bookkeeping entry reflecting the right to receive Shares or their cash equivalent subject to the satisfaction of specified terms
and conditions, including performance terms, awarded to a Grantee pursuant to Section 12.
2.33 “Person” means
an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
2.34 “Plan” means this Energous
Corporation Amended and Restated 2024 Equity Incentive Plan.
2.35 “Prior Plans” shall have the meaning
set forth in Section 1.2.
2.36 “Purchase Price”
means the purchase price for each Share pursuant to a grant of Restricted Stock or a Stock Award.
2.37 “Restricted Period” shall
have the meaning set forth in Section 10.1.
2.38 “Restricted Stock”
means restricted Shares that are subject to specified terms and conditions, awarded to a Grantee pursuant to Section 10.
2.39 “Restricted Stock Unit”
or “RSU” means a bookkeeping entry representing the right to receive Shares or their cash equivalent subject to the satisfaction
of specified terms and conditions, awarded to a Grantee pursuant to Section 10.
2.40 “SAR Exercise Price”
means the per Share exercise price of a SAR granted to a Grantee under Section 9.
2.41 “SEC” means the United States
Securities and Exchange Commission.
2.42 “Section 409A” means
Code Section 409A.
2.43 “Securities Act” means the
United States Securities Act of 1933.
2.44 “Separation from Service”
means the termination of a Service Provider’s Service, whether initiated by the Service Provider or the Company or an Affiliate;
provided that if any Award governed by Section 409A is to be distributed on a Separation from Service, then the definition
of Separation from Service for such purposes shall comply with the definition provided in Section 409A.
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2.45 “Service” means
service as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable Award Agreement, a Grantee’s
change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service
Provider to the Company or an Affiliate.
2.46 “Service Provider”
means an employee, officer, Non-Employee Director or Consultant of the Company or an Affiliate.
2.47 “Share” means a share of
Common Stock.
2.48 “Stock Appreciation Right” or
“SAR” means a right granted to a Grantee pursuant to Section 9.
2.49 “Stock Award” means
an Award of Shares of Common Stock granted to a Grantee pursuant to Section 10.
2.50 “Stockholder” means a stockholder
of the Company.
2.51 “Subsidiary” means
any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).
2.52 “Substitute Award”
means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company or an Affiliate
or with which the Company or an Affiliate combines.
2.53 “Ten Percent Stockholder”
means an individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its
parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Code Section 424(d) shall be
applied.
2.54 “Termination Date”
means the tenth anniversary of the date of initial Board adoption of the Plan, unless the Plan is earlier terminated by the Board under
Section 5.2.
2.55 “Voting Securities” shall
have the meaning set forth in Section 15.2.
3. ADMINISTRATION OF THE PLAN
3.1 General
The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable
law. The Board shall have the power and authority to delegate its responsibilities hereunder to the Committee, which shall have full authority
to act in accordance with its charter, and with respect to the power and authority of the Board to act hereunder, all references to the
Board shall be deemed to include a reference to the Committee, unless such power or authority is specifically reserved by the Board. Except
as specifically provided in Section 14 or as otherwise may be required by applicable law, regulatory requirement or the certificate
of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations
required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other
actions and make all such other determinations not inconsistent with the specific terms and conditions of the Plan that the Board deems
to be necessary or appropriate to the administration of the Plan. The Committee shall administer the Plan; provided that, the Board
shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements
of any securities exchange on which the Common Stock may then be listed. All actions, determinations and decisions by the Board or the
Committee under the Plan, any Award or any Award Agreement shall be in the Board’s (or the Committee’s, as applicable) sole
discretion and shall be final, binding and conclusive. Without limitation, the Committee shall have full and final power and authority,
subject to the other terms and conditions of the Plan, to:
(i) designate Grantees;
(ii) determine the type or types of Awards to be made
to Grantees;
(iii) determine the number of Shares to be subject
to an Award;
(iv) establish the terms and conditions of
each Award, including the Option Price of any Option, the nature and duration of any restriction or condition (or provision for lapse
thereof) relating to the vesting, exercise, transfer or forfeiture of an Award or the Shares subject thereto and any terms or conditions
that may be necessary to qualify Options as Incentive Stock Options;
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(v) prescribe the form of each Award Agreement;
(vi) amend, modify or supplement the terms
or conditions of any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign
nationals or individuals who are employed outside the United States to recognize differences in local law, tax policy or custom; and
(vii) interpret and construe the Plan and
any Award Agreement and establish such rules and regulations as it shall determine appropriate for the proper administration of the
Plan.
To the extent permitted by applicable law, the
Board or the Committee may delegate its authority as identified herein to any individual or committee of individuals (who need not be
directors), including the authority to make Awards to Grantees who are not subject to Section 16 of the Exchange Act. To the extent
that the Board or the Committee delegates its authority to make Awards as provided by this Section 3.1, all references in
the Plan to the Board’s or the Committee’s authority to make Awards and determinations with respect thereto shall be deemed
to include the Board’s or the Committee’s delegate. Any such delegate shall serve at the pleasure of, and may be removed at
any time by, the Board or the Committee.
3.2 No Repricing
Notwithstanding any provision herein to the contrary,
the repricing of Options or SARs is prohibited without prior approval of the Stockholders. For this purpose, a “repricing”
means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option
or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing” under
generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option
Price or SAR Exercise Price is greater than the Fair Market Value of the underlying Shares in exchange for another award, unless the cancellation
and exchange occurs in connection with a change in capitalization or similar change under Section 15. A cancellation and exchange
under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing”
under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Grantee.
3.3 Award Agreements; Clawbacks
The grant of any Award may be contingent upon
the Grantee executing the appropriate Award Agreement. The Company may retain the right in an Award Agreement to cause a forfeiture of
the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment
agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof
or any confidentiality obligation with respect to the Company or any Affiliate thereof, or otherwise in competition with the Company or
any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an
Award if the Grantee is terminated for Cause.
All awards, amounts or benefits received or outstanding
under the Plan shall be subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance
with the terms of any Company clawback or similar policy or any applicable law related to such actions, as may be in effect from time
to time. A Grantee’s acceptance of an Award shall be deemed to constitute (i) the Grantee’s acknowledgement of and consent
to the Company’s application, implementation and enforcement of any applicable Company clawback or similar policy that may apply
to the Grantee, whether adopted prior to or following the Effective Date, and any provision of applicable law relating to clawback, cancellation,
recoupment, rescission, payback or reduction of compensation, and (ii) the Grantee’s agreement that the Company may take such
actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action.
3.4 Trading Policy and Other Restrictions
Transactions involving Awards are subject to the
Company’s insider trading policy and other restrictions, terms, conditions and policies, as may be established by the Company (including
the Board or a committee of the Board) from time to time or as may be required by applicable law.
3.5 Deferral Arrangement
The Committee may permit or require the deferral
of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance
with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting
such credits into deferred Share units.
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3.6 Change in Service; Leave of Absence
Subject to applicable law, the Company’s
chief human resources officer or other person performing that function shall be authorized to determine the effect on Awards of a Grantee’s
leave of absence or change in hours of employment or service. Notwithstanding the foregoing, any such determinations made with respect
to individuals subject to reporting with the SEC under Section 16 of the Exchange Act shall be made by the Committee.
3.7 No Liability
No member of the Board or of the Committee shall
be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement.
3.8 Book Entry
Notwithstanding any other provision of the Plan
to the contrary, the Company may elect to satisfy any requirement under the Plan for the delivery of stock certificates through the use
of book entry.
4. STOCK SUBJECT TO THE PLAN
4.1 Authorized Number of Shares
Subject to adjustment under Section 15,
the aggregate number of Shares authorized to be issued under the Plan is:
(i) 381,866 Shares; plus
(ii) any Shares previously authorized
under the Prior Plans, other than any Shares authorized under the Inducement Plan (such Prior Plans, excluding the Inducement Plan, the
“Eligible Prior Plans”) that, on the Effective Date, have not been granted under the Eligible Prior Plans and are not,
as of the Effective Date, subject to outstanding awards thereunder; plus
(iii) any Shares subject to outstanding
awards under the Eligible Prior Plans that, on or after the Effective Date, subsequently lapse, expire, terminate or are canceled prior
to the issuance of Shares thereunder, which Shares shall cease to set aside or reserved for issuance pursuant to the applicable Eligible
Prior Plan on the date on which they cease to be subject to such awards and shall instead be set aside and reserved for issuance pursuant
to Awards under the Plan; the aggregate maximum number of Shares that may become available for grant from the Eligible Prior Plans pursuant
to clauses (ii) and (iii) of this Section 4.1 is 9,656.
Shares issued under the Plan may consist in whole
or in part of authorized but unissued Shares, treasury Shares or Shares purchased on the open market or otherwise, all as may be determined
by the Board from time to time.
4.2 Share Counting
4.2.1. General
Each Share granted in connection with
an Award shall be counted as one Share against the limit in Section 4.1, subject to the provisions of this Section 4.2.
4.2.2. Cash-Settled Awards
Any Award paid or settled in cash shall
not be counted as issued Shares for any purpose under the Plan.
4.2.3. Expired or Terminated Awards
If any Award expires, or is terminated,
surrendered or forfeited, in whole or in part, the unissued Shares covered by such Award shall again be available for the grant of Awards.
Any Shares under a Restricted Stock Award that are repurchased or forfeited to the Company shall similarly again be available for the
grant of Awards.
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4.2.4. Payment of Option Price or Tax Withholding
in Shares
If Shares issuable upon exercise, vesting
or settlement of an Award, or Shares owned by a Grantee (which are not subject to any pledge or other security interest) are surrendered
or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect
of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered
or tendered Shares shall not again be available for the grant of Awards. For a stock-settled SAR, the gross number of Shares for which
the SAR is exercised shall be counted against the limit in Section 4.1.
4.2.5. Substitute Awards
Substitute Awards shall not be counted against the number
of Shares reserved under the Plan.
4.3 Award Limits
4.3.1. Incentive Stock Options
Subject to adjustment under Section 15,
15,200 Shares available for issuance under the Plan shall be available for issuance as Incentive Stock Options.
4.3.2. Individual Award Limits for Cash-Based Awards
The maximum amount of cash-based Performance
Awards that may be granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Awards: $1.0 million;
and (ii) all other cash-based Performance Awards: $1.0 million.
4.3.3. Limits on Awards to Non-Employee Directors
The maximum value of Awards granted
during any calendar year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the
calendar year and the value of awards granted to the Non-Employee Director under any other equity compensation plan of the Company or
an Affiliate during the calendar year, shall not exceed the following in total value: (i) $500,000 for the Chair of the Board and
(ii) $300,000 for each Non-Employee Director other than the Chair of the Board; provided, however, that awards granted
to Non-Employee Directors upon their initial election to the Board or the board of directors of an Affiliate shall not be counted towards
the limit under this Section 4.3.3. Any Awards or other equity compensation plan awards that are scheduled to vest over a
period of more than one calendar year shall be applied pro rata for purposes of the limit under this Section 4.3.3 based
on the number of years over which such awards are scheduled to vest. For purposes of this Section 4.3.3, the value of
any Awards shall be calculated based on the average of the closing trading prices of the Common Stock on the principal stock exchange
for such Common Stock during the 30 consecutive trading days immediately preceding the date the Award is granted.
5. EFFECTIVE DATE, DURATION AND AMENDMENTS
5.1 Term
The Plan shall be effective as of the Effective
Date, provided that it has been approved by the Stockholders. The Plan shall terminate automatically on the Termination Date and
may be terminated on any earlier date as provided in Section 5.2.
5.2 Amendment and Termination of the Plan
The Board may, at any time and from time to time,
amend, suspend or terminate the Plan as to any Awards that have not been made. An amendment shall be contingent on approval of the Stockholders
to the extent stated by the Board, required by applicable law or required by applicable securities exchange listing requirements. No Awards
shall be made after the Termination Date. The applicable terms and conditions of the Plan, and any terms and conditions applicable to
Awards granted prior to the Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment,
suspension or termination of the Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award
theretofore awarded; provided that the Awards may be amended without the consent of the Grantee to comply with applicable law or to clarify
the manner of exemption from, or to bring an Award into compliance with, Section 409A.
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6. AWARD ELIGIBILITY AND LIMITATIONS
6.1 Service Providers
Subject to this Section 6.1, Awards
may be made to any Service Provider as the Committee may determine and designate from time to time.
6.2 Successive Awards
An eligible person may receive more than one Award,
subject to such restrictions as are provided herein.
6.3 Stand-Alone, Additional, Tandem, and Substitute
Awards
Awards may 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
or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company
or any Affiliate. Such additional, tandem or substitute or exchange Awards may be granted at any time. If an Award is granted in substitution
or exchange for another award, the Committee shall have the right to require the surrender of such other award in consideration for the
grant of the new Award. Subject to the requirements of applicable law, the Committee may make Awards in substitution or exchange for any
other award under another plan of the Company, any Affiliate or any business entity to be acquired by the Company or an Affiliate. In
addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company
or any Affiliate, in which the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, RSUs
or Restricted Stock).
7. AWARD AGREEMENT
The grant of any Award may be contingent upon
the Grantee executing an appropriate Award Agreement, in such form or forms as the Committee shall from time to time determine. Without
limiting the foregoing, an Award Agreement may be provided in the form of a notice that provides that acceptance of the Award constitutes
acceptance of all terms and conditions of the Plan and the notice. Award Agreements granted from time to time or at the same time need
not contain similar provisions but shall be consistent with the terms and conditions of the Plan. The Company has no obligation for uniformity
of treatment of Grantees under the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended
to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified
Stock Options.
8. TERMS AND CONDITIONS OF OPTIONS
8.1 Option Price
The Option Price of each Option shall be fixed
by the Committee and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards)
shall be at least the Fair Market Value on the Grant Date; provided, however, that in the event that a Grantee is a Ten
Percent Stockholder as of the Grant Date, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock
Option shall be not less than 110% of the Fair Market Value on the Grant Date. In no case shall the Option Price of any Option be less
than the par value of a Share.
8.2 Vesting
Subject to Section 8.3, each Option
shall become exercisable at such times and under such conditions (including performance requirements) as stated in the Award Agreement.
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8.3 Term
Each Option shall terminate, and all rights to
purchase Shares thereunder shall cease 10 years from the Grant Date, or under such circumstances and on such date prior thereto as
is set forth in the Plan or as may be fixed by the Committee and stated in the related Award Agreement; provided, however,
that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive
Stock Option at the Grant Date shall not be exercisable after the expiration of five years from its Grant Date.
8.4 Limitations on Exercise of Option
Notwithstanding any other provision of the Plan,
in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved by the Stockholders as provided
herein or (ii) after the occurrence of an event that results in termination of the Option.
8.5 Method of Exercise
An Option that is exercisable may be exercised
by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares. To be effective, notice of exercise must be made in accordance with procedures
established by the Company from time to time.
8.6 Rights of Holders of Options
Unless otherwise provided in the applicable Award
Agreement, an individual holding or exercising an Option shall have none of the rights of a Stockholder (for example, the right to receive
cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject Shares) until the
Shares covered thereby are fully paid and issued to him. Except as provided in Section 15 or the related Award Agreement,
no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.
8.7 Delivery of Stock Certificates
Subject to Section 3.6, promptly after
the exercise of an Option by a Grantee and the payment in full of the Option Price and applicable tax withholding, such Grantee shall
be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the Shares subject to the Option.
8.8 Limitations on Incentive Stock Options
An Option shall constitute an Incentive Stock
Option only (i) if the Grantee is an employee of the Company or any Subsidiary as of the Grant Date, (ii) to the extent specifically
provided in the related Award Agreement and (iii) to the extent that the aggregate Fair Market Value (determined at the time the
Option is granted) with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during
any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This
limitation shall be applied by taking Options into account in the order in which they were granted.
9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
9.1 Right to Payment
A SAR shall confer on the Grantee a right to receive,
upon exercise thereof, the excess of (i) the Fair Market Value on the date of exercise over (ii) the SAR Exercise Price, as
determined by the Committee. The Award Agreement for a SAR (except those that constitute Substitute Awards) shall specify the SAR Exercise
Price, which shall be fixed on the Grant Date as not less than the Fair Market Value on that date. SARs may be granted alone or in conjunction
with all or part of an Option or at any subsequent time during the term of such Option or in conjunction with all or part of any other
Award. A SAR granted in tandem with an outstanding Option following the Grant Date of such Option shall have a grant price that is equal
to the Option Price; provided, however, that the SAR’s grant price may not be less than the Fair Market Value on the
Grant Date of the SAR to the extent required by Section 409A.
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9.2 Other Terms
The Committee shall determine 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 time or times at which SARs shall cease to be or become exercisable following Separation from
Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any other Award
and any other terms and conditions of any SAR.
9.3 Term of SARs
The term of a SAR shall be determined by the Committee;
provided, however, that such term shall not exceed 10 years.
9.4 Payment of SAR Amount
Upon exercise of a SAR, a Grantee shall be entitled
to receive payment from the Company (in cash or Shares, as determined by the Committee) in an amount determined by multiplying (i) the
difference between the Fair Market Value on the date of exercise over the SAR Exercise Price; by (ii) the number of Shares with respect
to which the SAR is exercised.
10. TERMS AND CONDITIONS OF STOCK AWARDS, RESTRICTED STOCK AND RESTRICTED STOCK UNITS
10.1 Restrictions
The Committee may grant Stock Awards, Restricted
Stock and Restricted Stock Units on such terms and conditions as the Committee shall determine in its sole discretion. At the time of
grant, the Committee may establish a period of time (a “Restricted Period”) and any additional restrictions including
the satisfaction of corporate or individual performance objectives applicable to an Award of Restricted Stock or RSUs. Each Award of Restricted
Stock or RSUs may be subject to a different Restricted Period and additional restrictions. Neither Restricted Stock nor RSUs may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any
other applicable restrictions.
10.2 Restricted Stock Certificates
The Company shall issue Shares, in the name of
each Grantee to whom a Stock Award or Restricted Stock has been granted, stock certificates or other evidence of ownership representing
the total number of Shares under the Award granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Committee
may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s
benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates
shall be delivered to the Grantee; provided, however, that such certificates shall bear a legend or legends that comply
with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the
Award Agreement.
10.3 Rights of Holders of Restricted Stock
Unless the otherwise provided in the applicable
Award Agreement, holders of Stock Awards and Restricted Stock shall have rights as Stockholders, including voting and dividend rights.
10.4 Rights of Holders of RSUs
10.4.1. Settlement of RSUs
RSUs may be settled in cash, in Shares or in a
combination thereof, as determined by the Committee and set forth in the Award Agreement. The Award Agreement shall also set forth whether
the RSUs shall be settled (i) within the time period specified for “short term deferrals” under Section 409A or
(ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events such
RSUs shall be settled.
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10.4.2. Voting and Dividend Rights
Unless otherwise provided in the applicable Award
Agreement, holders of RSUs shall not have rights as Stockholders, including voting or dividend or dividend equivalents rights.
10.5 Purchase of Restricted Stock
The Grantee shall be required, to the extent required
by applicable law, to purchase Shares under a Stock Award or an Award of Restricted Stock from the Company at a Purchase Price equal to
the greater of (i) the aggregate par value of the Shares subject to such Award or (ii) the Purchase Price, if any, specified
in the related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by Services already rendered.
The Purchase Price shall be payable in a form described in Section 11 or, if so determined by the Committee, in consideration
for past Services rendered.
10.6 Delivery of Shares
Upon the expiration or termination of any Restricted
Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to Shares of Restricted Stock
or RSUs settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement, a stock certificate for such
Shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may
be.
11. FORM OF PAYMENT FOR OPTIONS, STOCK AWARDS AND RESTRICTED
STOCK
11.1 General Rule
Payment of the Option Price for the Shares purchased
pursuant to the exercise of an Option or the Purchase Price for a Stock Award or Restricted Stock shall be made in cash or in cash equivalents
acceptable to the Company, except as provided in this Section 11.
11.2 Surrender of Shares
To the extent the Award Agreement so provides,
payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price for a Stock Award or Restricted
Stock may be made all or in part through the tender to the Company of Shares, which Shares shall be valued, for purposes of determining
the extent to which the Option Price or the Purchase Price for a Stock Award or Restricted Stock has been paid, at their Fair Market Value
on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the right to make payment
in the form of already-owned Shares may be authorized only at the time of grant.
11.3 Cashless Exercise
With respect to an Option only (and not with respect
to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may
be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable
to the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding
taxes described in Section 17.3.
11.4 Other Forms of Payment
To the extent the Award Agreement so provides,
payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable
laws, regulations and rules, including the Company’s withholding of Shares otherwise due to the exercising Grantee.
12. TERMS AND CONDITIONS PERFORMANCE SHARE UNITS AND OTHER PERFORMANCE AWARDS
12.1 Performance Conditions
The right of a Grantee to exercise or receive
a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions during a prescribed performance
period as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may
deem appropriate in establishing any performance conditions.
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12.2 Performance Goals Generally
The performance goals for Performance Share Units
and other Performance Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect
to each of such criteria, as specified by the Committee consistent with this Section 12.2. The Committee may determine that
Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the
performance goals must be achieved as a condition to grant, exercise and/or settlement of the Performance Share Awards and other Performance
Awards. Performance goals may be established on a Company-wide basis, or with respect to one or more business units, divisions, Affiliates
or business segments, as applicable. Performance goals may be absolute or relative (to the performance of one or more comparable companies
or indices). The Committee may determine at the time that goals under this Section 12 are established the extent to which
measurement of performance goals may exclude the impact of charges for restructuring, discontinued operations, extraordinary items, debt
redemption or retirement, asset write downs, litigation or claim judgments or settlements, acquisitions or divestitures, foreign exchange
gains and losses and other extraordinary, unusual, infrequently occurring or non-recurring items, and the cumulative effects of tax or
accounting changes (each as defined by generally accepted accounting principles and as identified in the Company’s financial statements
or other SEC filings). Performance goals may differ for Performance Awards granted to any one Grantee or to different Grantees.
12.3 Business Criteria
One or more of the following business criteria
for the Company, on a consolidated basis, and/or specified Affiliates or business units of the Company (except with respect to the
total stockholder return and earnings per share criteria), may be used by the Committee in establishing performance goals for Performance
Awards: (i) cash flow; (ii) earnings per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings
measures (including EBIT and EBITDA)); (iv) return on equity; (v) total stockholder return; (vi) share price performance,
as adjusted for any stock split, stock dividend or other recapitalization; (vii) return on capital; (viii) revenue; (ix) income;
(x) profit margin; (xi) return on operating revenue; (xii) brand recognition or acceptance; (xiii) customer metrics
(including customer satisfaction, customer retention, customer profitability or customer contract terms); (xiv) productivity; (xv) expense
targets; (xvi) market share; (xvii) cost control measures; (xviii) balance sheet metrics; (xix) strategic initiatives;
(xx) implementation, completion or attainment of measurable objectives with respect to recruitment or retention of personnel or employee
satisfaction; (xxi) return on assets; (xxii) growth in net sales; (xxiii) the ratio of net sales to net working capital;
(xxiv) stockholder value added; (xxv) improvement in management of working capital items (inventory, accounts receivable or
accounts payable); (xxvi) sales from newly-introduced products; (xxvii) successful completion of, or achievement of milestones
or objectives related to, financing or capital raising transactions, strategic acquisitions or divestitures, joint ventures, partnerships,
collaborations or other transactions; (xxviii) product quality, safety, productivity, yield or reliability (on time and complete
orders); (xxix) funds from operations; (xxx) regulatory body approval for commercialization of a product; (xxxi) debt levels
or reduction or debt ratios; (xxxii) economic value; (xxxiii) operating efficiency; (xxxiv) research and development achievements;
(xxxvi) any other metric that is capable of measurement by the Committee; or (xxxv) any combination of the forgoing business
criteria; provided, however, that such business criteria shall include any derivations of business criteria listed above
(e.g., income shall include pre-tax income, net income and operating income).
12.4 Settlement of Performance Awards; Other Terms
Settlement of Performance Awards may be in cash,
Shares, other Awards or other property, as determined by the Committee. The Committee may reduce the amount of a settlement otherwise
to be made in connection with Performance Awards.
12.5 Written Determinations
Following the completion of a performance period
applicable to a Performance Award, the Committee shall determine whether, and to what extent, the performance goals for the performance
period have been achieved and, if so, calculate the amount of the Performance Awards earned for the performance period. All determinations
by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or individual Performance Awards
and as to the achievement of performance goals relating to Performance Awards, shall be made in writing.
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13. OTHER SHARE-BASED AWARDS
13.1 Grant of Other Share-based Awards
Other Share-based Awards may be granted either
alone or in addition to or in conjunction with other Awards. Other Share-based Awards may be granted in lieu of other cash or other compensation
to which a Service Provider is entitled from the Company or may be used in the settlement of amounts payable in Shares under any other
compensation plan or arrangement of the Company. Subject to the provisions of the Plan, the Committee shall have the authority to determine
the persons to whom and the time or times at which such Awards will be made, the number of Shares to be granted pursuant to such Awards,
and all other terms and conditions of such Awards. Unless the Committee determines otherwise, any such Award shall be confirmed by an
Award Agreement, which shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent
of the Plan with respect to such Award.
13.2 Terms of Other Share-based Awards
Any Common Stock subject to Awards made under
this Section 13 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the Shares
are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.
14. REQUIREMENTS OF LAW
14.1 General
The Company shall not be required to sell or issue
any Shares under any Award if the sale or issuance of such Shares would constitute a violation by the Grantee, any other person or the
Company of any provision of any law or regulation of any governmental authority, including any federal or state securities laws or regulations.
If at any time the Committee determines that the listing, registration or qualification of any Shares subject to an Award upon any securities
exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or
purchase of Shares hereunder, no Shares may be issued or sold to the Grantee or any other individual under an Award, including pursuant
to an Option exercise, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award.
Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any Shares underlying an Award,
unless a registration statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be
required to sell or issue such Shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual
exercising an Option may acquire such Shares pursuant to an exemption from registration under the Securities Act. The Company may, but
shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated
to take any affirmative action in order to cause the exercise of an Option or the issuance of Shares pursuant to the Plan to comply with
any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall
not be exercisable until the Shares covered by such Option are registered or are exempt from registration, the exercise of such Option
(under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration
or the availability of such an exemption.
14.2 Rule 16b-3
During any time when the Company has a class of
equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of
Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision
of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative
to the extent permitted by law and deemed advisable by the Committee, and shall not affect the validity of the Plan. In the event that
Rule 16b-3 is revised or replaced, the Committee may modify the Plan in any respect necessary to satisfy the requirements of, or
to take advantage of any features of, the revised exemption or its replacement.
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15. EFFECT OF CHANGES IN CAPITALIZATION
15.1 Adjustments for Changes in Capital Structure
Subject to any required action by the Stockholders,
in the event of any change in the Shares effected without receipt of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off,
spin-off, combination of shares, exchange of shares or similar change in the capital structure of the Company, or in the event of payment
of a dividend or distribution to the Stockholders in a form other than Shares (excepting normal cash dividends) that has a material effect
on the Fair Market Value of Shares, appropriate and proportionate adjustments shall be made in the number and class of shares subject
to the Plan and to any outstanding Awards, and in the Option Price, SAR Exercise Price or Purchase Price per Share of any outstanding
Awards in order to prevent dilution or enlargement of Grantees’ rights under the Plan. For purposes of the foregoing, conversion
of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.”
If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted
into, or otherwise become (whether or not pursuant to a Change in Control) shares of another corporation (the “New Shares”),
the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment,
the number of Shares subject to, and the Option Price, SAR Exercise Price or Purchase Price per Share of, the outstanding Awards shall
be adjusted in a fair and equitable manner as determined by the Committee. Any fractional share resulting from an adjustment pursuant
to this Section 15.1 shall be rounded down to the nearest whole number and the Option Price, SAR Exercise Price or Purchase
Price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price of any Award be decreased
to an amount less than the par value, if any, of the stock subject to the Award. The Committee may also make such adjustments in the terms
of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate.
Adjustments determined by the Committee pursuant to this Section 15.1 shall be made in accordance with Section 409A to
the extent applicable.
15.2 Change in Control
15.2.1. Consequences of a Change in Control
Subject to the requirements and limitations
of Section 409A if applicable, the Committee may provide for any one or more of the following in connection with a Change in Control:
(i) Accelerated Vesting; Cancellation
of Unvested Awards. The Committee may provide in any Award Agreement or, in the event of a Change in Control, may take such actions
as it deems appropriate to provide for the acceleration of the exercisability, vesting and/or settlement in connection with such Change
in Control of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such conditions, including termination
of the Grantee’s Service prior to, upon, or following such Change in Control, to such extent as the Committee shall determine. Unless
otherwise provided in an Award Agreement, any Awards that are unvested or not exercised prior to the effective time of a Change in Control
may be terminated for no consideration.
(ii) Assumption, Continuation
or Substitution. In the event of a Change in Control, the surviving, continuing, successor or purchasing corporation or other
business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Grantee, either
assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior
to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with
respect to the Acquiror’s stock, as applicable. For purposes of this Section 15.2, if so determined by the Committee,
an Award denominated in Shares shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject
to the terms and conditions of the Plan and the applicable Award Agreement, for each Share subject to the Award immediately prior to the
Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of
a Share on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not
solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received
upon the exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common stock of the Acquiror equal
in Fair Market Value to the per share consideration received by Stockholders pursuant to the Change in Control. If any portion of such
consideration may be received by Stockholders pursuant to the Change in Control on a contingent or delayed basis, the Committee may determine
such Fair Market Value as of the time of the Change in Control on the basis of the Committee’s good faith estimate of the present
value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the
Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall
terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.
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(iii) Cash-Out of Awards. The
Committee may, in its discretion and without the consent of any Grantee, determine that, upon the occurrence of a Change in Control, each
or any Award or a portion thereof outstanding immediately prior to the Change in Control and not previously exercised or settled shall
be canceled in exchange for a payment with respect to each vested Share (and each unvested Share, if so determined by the Committee) subject
to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change
in Control or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market
Value of the consideration to be paid per Share in the Change in Control, reduced by the exercise or purchase price per Share, if any,
under such Award. If any portion of such consideration may be received by Stockholders pursuant to the Change in Control on a contingent
or delayed basis, the Committee may determine such Fair Market Value as of the time of the Change in Control on the basis of the Committee’s
good faith estimate of the present value of the probable future payment of such consideration. In the event such determination is made
by the Committee, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Grantees in respect of
the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the
unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards. For avoidance of doubt,
if the amount determined pursuant to this Section 15.2 for an Option or SAR is zero or less, the affected Option or SAR may
be cancelled without any payment therefore.
The Committee need not take the same
action in connection with the Change in Control with respect to all Awards or portions thereof, all Grantees, or the vested and unvested
portions of an Award. The Committee may provide that payments may be subject to the same terms and conditions as the payment of consideration
to the Stockholders in connection with the Change in Control, including any delay as a result of escrows, earn outs, holdbacks or other
contingencies. The Committee may also provide that payments made over time will remain subject to substantially the same vesting schedule
as the Award, including any performance-based vesting metrics that applied to the Award immediately prior to the closing of the Change
in Control.
15.2.2. Payment Conditions
By accepting an Award under the Plan,
each Grantee agrees that if an Award is to be terminated in connection with a Change in Control in exchange for a payment in cash, securities
or other property, the Committee may require, as condition to receipt of any such payment, that the Grantee execute an Award termination
agreement providing for, among other things, (i) the Grantee’s agreement and consent to (x) the amount of such consideration
to be paid in respect of the Award and (y) the termination of the Award in exchange for such consideration, (ii) the Grantee’s
agreement to be bound by any applicable provisions contained in the definitive agreements relating to the Change inf Control that are
applicable to Stockholders generally, (iii) a customary release of any and all claims the Grantee may have, whether known, unknown
or otherwise, arising from or relating to the Award and ownership of Company securities, (iv) the Grantee’s agreement to keep
all non-public information provided in connection with the Change in Control transaction confidential, and (v) other customary provisions.
15.2.3. Change in Control Defined
Unless otherwise provided in the applicable
Award Agreement, a “Change in Control” means the consummation of any of the following events:
(i) The acquisition, other than
from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act), other than the Company or any subsidiary, affiliate (within the meaning of Rule 144 promulgated under the Securities
Act) or employee benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Voting Securities”);
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(ii) A reorganization, merger,
consolidation or recapitalization of the Company (a “Business Combination”), other than a Business Combination in which
more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following
the Business Combination is held by the Persons who, immediately prior to the Business Combination, were the holders of the Voting Securities;
or
(iii) A complete liquidation or
dissolution of the Company, or a sale of all or substantially all of the assets of the Company; or
(iv) During any period of 24 consecutive months,
the Incumbent Directors cease to constitute a majority of the Board; “Incumbent Directors” means individuals who were
members of the Board at the beginning of such period or individuals whose election or nomination for election to the Board by the Stockholders
was approved by a vote of at least a majority of the then Incumbent Directors (but excluding any individual whose initial election or
nomination is in connection with an actual or threatened proxy contest relating to the election of directors).
Notwithstanding the foregoing, if it is determined
that an Award is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not be deemed
to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have undergone a “change in control
event” pursuant to the definition of such term in Section 409A.
15.3 Adjustments
Adjustments under this Section 15
related to Shares or securities of the Company shall be made by the Committee. No fractional Shares or other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward
to the nearest whole Share.
16. NO LIMITATIONS ON COMPANY
The making of Awards shall not affect or limit
in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.
17. TERMS APPLICABLE GENERALLY TO AWARDS
17.1 Disclaimer of Rights
No provision in the Plan or in any Award Agreement
shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere
in any way with any contractual or other right or authority of the Company or any Affiliate either to increase or decrease the compensation
or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company
or any Affiliate. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted
to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to
any Grantee or beneficiary under the terms and conditions of the Plan.
17.2 Nonexclusivity of the Plan
Neither the adoption of the Plan nor the submission
of the Plan to the Stockholders for approval shall be construed as creating any limitations upon the right and authority of the Board
or its delegate to adopt such other compensation arrangements as the Board or its delegate determines desirable.
A-16
17.3 Withholding Taxes
The Company or an Affiliate, as the case may be,
shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state or local taxes of any kind required
by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the
issuance of any Shares upon the exercise of an Option or SAR or (iii) otherwise due in connection with an Award. At the time of such
vesting, lapse or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or
the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Committee,
the Grantee may elect to satisfy such obligations, or the Company may require such obligations to be satisfied, in whole or in part, (i) by
causing the Company or the Affiliate to withhold the minimum required number of Shares otherwise issuable to the Grantee as may be necessary
to satisfy such withholding obligation or (ii) by delivering to the Company or the Affiliate Shares already owned by the Grantee.
The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value
used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax
to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 17.3 may satisfy his or her
withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.
17.4 Other Provisions
Each Award Agreement may contain such other terms
and conditions not inconsistent with the Plan as may be determined by the Committee.
17.5 Severability
If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms and conditions, and all provisions shall remain enforceable in any other
jurisdiction.
17.6 Governing Law
The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law.
17.7 Section 409A
The Company intends that the Plan and Awards granted
under the Plan (unless otherwise expressly provided for in the Award Agreement or Committee resolutions approving the Award) are exempt
from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described
in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable to share options, share appreciation rights and certain
other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5) or 1.409A-1(b)(6), or otherwise. The Committee
shall use best efforts to interpret, operate and administer the Plan and any Award granted under the Plan in a manner consistent with
this intention. However, the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with
Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan.
17.7.1. If Section 409A
is applicable to any Award granted under the Plan (that is, to the extent not so exempt), the Committee intends that the non-exempt Award
will comply with the deferral, payout, plan termination and other limitations and restrictions imposed under Section 409A.
17.7.2. If necessary for exemption from, or compliance
with, Section 409A:
(i) All references in the Plan
or any Award granted under the Plan to the termination of the Grantee’s employment or service are intended to mean the Grantee’s
“separation from service,” within the meaning of Section 409A(a)(2)(A)(i).
(ii) The Committee shall treat
each installment that vests or is delivered under an Award in a series of payments or installments as a separate and distinct payment
for purposes of Section 409A, unless expressly set forth in the Award Agreement that each installment is not a separate payment.
(iii) If the Grantee is a “specified
employee,” within the meaning of Section 409A, then if necessary to avoid subjecting the Grantee to the imposition of any additional
tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month
period immediately following the Grantee’s “separation from service” will not be paid to the Grantee during such period,
but will instead be accumulated and paid to the Grantee (or, in the event of the Grantee’s death, the Grantee’s estate) in
a lump sum on the first business day after the earlier of the date that is six months following the Grantee’s separation from
service or the Grantee’s death, unless the amounts can be paid in another manner that complies with Section 409A.
A-17
(iv) If, after the Grant Date of
an Award, the Committee determines that an Award is reasonably likely to fail to be either exempt from or compliant with Section 409A,
the Committee reserves the right, but shall not be required, to unilaterally (and without the affected Grantee’s consent) amend
or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A.
Any such amendment or modification made to avoid the imposition of adverse taxation under Section 409A shall be deemed not to materially
impair a Grantee’s rights or obligations under any Award.
17.8 Separation from Service
The Committee shall determine the effect of a
Separation from Service upon Awards, and such effect shall be set forth in the applicable Award Agreement. Without limiting the foregoing,
the Committee may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, the actions
that will be taken upon the occurrence of a Separation from Service, including accelerated vesting or termination, depending upon the
circumstances surrounding the Separation from Service.
17.9 Transferability of Awards
17.9.1. Transfers in General
Except as provided in Section 17.9.2,
no Award shall be assignable or transferable by the Grantee, other than by will or the laws of descent and distribution, and, during the
lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative) may exercise rights under the Plan.
17.9.2. Family Transfers
If authorized in the applicable Award
Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For
the purpose of this Section 17.9.2, a “not for value” transfer is a transfer that is (i) a gift, (ii) a
transfer under a domestic relations order in settlement of marital property rights or (iii) a transfer to an entity in which more
than 50% of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a
transfer under this Section 17.9.2, any such Award shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited except to Family Members of the original Grantee
in accordance with this Section 17.9.2 or by will or the laws of descent and distribution.
17.9.3. Dividends and Dividend Equivalent Rights
If specified in the Award Agreement,
the recipient of an Award may be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect
to the Common Stock or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth
in the Award Agreement. Dividend equivalents credited to a Grantee may be paid currently or may be deemed to be reinvested in additional
Shares or other securities of the Company at a price per unit equal to the Fair Market Value on the date that such dividend was paid to
Stockholders, as determined by the Committee. Notwithstanding the foregoing, in no event will dividends or dividend equivalents on any
Award that is subject to the achievement of performance criteria be payable before the Award has become earned and payable.
17.10 No Trust of Fund.
The Plan is intended to constitute an “unfunded”
plan. Nothing contained herein shall require the Company to segregate any monies or other property, or Shares, or to create any trusts,
or to make any special deposits for any immediate or deferred amounts payable to any Grantee, and no Grantee shall have any rights that
are greater than those of a general unsecured creditor of the Company.
A-18
17.11 Plan Construction
In the Plan, unless otherwise stated, the following
uses apply: (i) references to a statute or law refer to the statute or law and any amendments and any successor statutes or laws,
and to all valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered
thereunder, as amended, or their successors, as in effect at the relevant time; (ii) in computing periods from a specified date to
a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,”
and the words “to,” “until” and “ending on” (and the like) mean “to and including”; (iii) indications
of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company; (iv) the words
“include,” “includes” and “including” (and the like) mean “include, without limitation,”
“includes, without limitation” and “including, without limitation” (and the like), respectively; (v) all
references to articles and sections are to articles and sections in the Plan; (vi) all words used shall be construed to be of such
gender or number as the circumstances and context require; (vii) the captions and headings of articles and sections have been inserted
solely for convenience of reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation
of the Plan or any of its provisions; (viii) any reference to an agreement, plan, policy, form, document or set of documents, and
the rights and obligations of the parties under any such agreement, plan, policy, form, document or set of documents, shall mean such
agreement, plan, policy, form, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals,
substitutions or replacements thereof; and (ix) all accounting terms not specifically defined shall be construed in accordance with
generally accepted accounting principles.
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