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ضمیمه A – آشتی غیر GAAP اقدامات

این
بیانیه پراکسی شامل کل درآمد عملیاتی بخش ، درآمد خالص قابل انتساب به دیزنی است به استثنای موارد خاص تأثیرپذیری و EPS به استثنای موارد خاص
مؤثر بودن در مقایسه ، که اقدامات مالی مهمی برای شرکت است اما اقدامات مالی تعریف نشده توسط اصول حسابداری پذیرفته شده به طور کلی (GAAP) نیست. این اقدامات باید باشد
در رابطه با اقدامات مالی GAAP مربوط بررسی شده و به عنوان معیار جایگزین از درآمد خالص یا EPS مطابق با GAAP تعیین نمی شود. این اقدامات همانطور که ما داریم
محاسبه شده آنها ممکن است با اقدامات مشابه عنوان شده توسط سایر شرکت ها قابل مقایسه نباشد.

شرکت عملکرد بخش های عملیاتی خود را بر اساس درآمد عملیاتی بخش ارزیابی می کند و مدیریت از کل درآمد عملیاتی بخش به عنوان معیار عملکرد عملیاتی استفاده می کند.
مشاغل جدا از عوامل غیر عامل. این شرکت معتقد است که اطلاعات مربوط به درآمد کل عملکرد بخش به سرمایه گذاران کمک می کند تا به آنها اجازه دهند تغییرات در عملکرد را ارزیابی کنند
نتایج نمونه کارها شرکت از مشاغل جدا از عوامل غیر عملیاتی است که درآمد خالص را تحت تأثیر قرار می دهد ، بنابراین بینش جداگانه ای در مورد هر دو عملکرد و سایر عوامل مؤثر بر
نتایج گزارش شده آشتی درآمد حاصل از ادامه عملیات قبل از مالیات بر درآمد تا کل درآمد عملیاتی بخش به شرح زیر است (دلار در میلیون):

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شركت از درآمد خالص قابل انتساب به دیزنی و EPS استفاده می كند ، هر كدام به غیر از موارد خاص اثرگذار بر مقایسه ، برای ارزیابی عملکرد شركت
عملیات منحصر به فرد از موارد خاص که در مقایسه نتایج از دوره به دوره در طولانی مدت تأثیر می گذارد. این شرکت معتقد است که اطلاعات مربوط به EPS منحصر به فرد از این تأثیرات است
برای سرمایه گذاران مفید است ، به ویژه در مواردی که تأثیر اقلام مستثنی در رابطه با روند سود گزارش شده قابل توجه است ، زیرا این اقدام امکان مقایسه بین دوره های
عملکرد عملیاتی شرکت. موارد مؤثر بر مقایسه ای که در اینجا حذف نشده اند متفاوت از مواردی هستند که در انتشار درآمد ما حذف شده اند زیرا ما فقط موارد غیرقانونی را حذف کرده ایم
مهمترین موارد برای اهداف این بیانیه پراکسی.

ا
آشتی درآمد خالص قابل انتساب به دیزنی با درآمد خالص قابل انتساب به دیزنی به استثنای موارد خاص تأثیرپذیری و EPS با EPS به استثنای موارد خاص تأثیرگذار
قابلیت مقایسه به شرح زیر است (دلار در میلیون به جز مبلغ هر سهم):

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ضمیمه B – اصلاح و ذخیره شده 2011 سهام برنامه تشویقی

 

برنامه تحریک سهام

1. هدف

هدف از برنامه تحریک سهام شرکت Walt Disney 2011 ، ترسیم بیشتر منافع کارمندان و مدیران با منافع شرکت است.
سهامداران با فراهم آوردن فرصت های جبران تشویقی مرتبط با عملکرد سهام مشترک و ارتقاء افزایش مالکیت سهام مشترک توسط این افراد. برنامه است
همچنین قصد داشت با جذب ، حفظ و ایجاد انگیزه پرسنل کلیدی که قضاوت ، ابتکار عمل و تلاش خود را در انجام موفقیت آمیز انجام می دهند ، منافع شرکت و سهامداران آن را پیش ببرد.
مشاغل شرکت تا حد زیادی وابسته است.

2. تعاریف

هر جا که اصطلاحات بزرگ زیر در این برنامه استفاده شده باشد ، آنها دارای معانی مشخص شده در زیر هستند:

" وابسته " به معنی (من) هر موجودیتی است که به عنوان " وابسته "از شرکت برای اهداف قانون 12b-2 تحت قانون ارز
و (ب) هر سرمایه گذاری مشترک یا نهاد دیگری که در آن شرکت منافع مالکیت سود مستقیم یا غیرمستقیمی دارد که حداقل یک سوم آن را نمایندگی می کند ( ¹ / 3 )
قدرت رأی دادن به سهام عدالت چنین نهاد یا یک سوم ( ¹ / 3 ) ارزش کل بازار عادلانه سهام منافع سهام این نهاد ، که توسط کمیته تعیین شده است.

" بورس قابل اجرا " به معنی بورس اوراق بهادار نیویورک یا سایر سیستم های مبادله ای یا خودکار مبادله ای است که در آن اساساً سهام مشترک است.
در زمان قابل معامله

" جایزه " به معنای اعطای یک گزینه سهام ، حق تقدیر سهام ، جایزه محدود سهام ، جایزه واحد سهام یا جایزه سهام اعطا شده در این طرح است.

" توافقنامه جایزه " به معنی توافق نامه کتبی یا الکترونیکی است ، و همه و همه اصلاحات در آن (از جمله هر اصلاحیه ای که از طریق یک شرکت کننده تحت تأثیر قرار گیرد).
موافقت نامه استخدام) ، بین شرکت و یک شرکت کننده تنظیم شرایط و ضوابط جایزه اعطا شده به یک شرکت کننده منعقد شده است.

" Board " به معنی هیئت مدیره شرکت است.

" کد " به معنی آیین نامه درآمد داخلی 1986 ، اصلاح شده به علاوه آیین نامه است.

" سهام مشترک " به معنای سهام عادی شرکت است ، با ارزش هر دلار برای هر سهم.

" کمیته " به معنی کمیته جبران خسارت هیئت مدیره ، یا چنین کمیته دیگری از هیئت مدیره است که توسط هیئت منصوب شده است تا کلیه یا هر کدام را اداره کند.
قسمت مشخص شده از برنامه.

" Company " به معنای شرکت والت دیزنی ، یک شرکت دلاور است.

" تاریخ اعطای " به معنای تاریخی است که جوایز تحت برنامه توسط کمیته اعطا می شود ، یا تاریخ بعدی که کمیته می تواند تعیین کند.
تاریخ موثر یک جایزه.

" ناتوانی " به این معناست که یک شرکت کننده به معنای بخش 409A (الف) (2) (C) قانون "معلول" تلقی می شود ، مگر اینکه در غیر این صورت مقرر شود
در یک توافقنامه جایزه

" تاریخ کار " این معنی را دارد که در بخش 14.1 آن به آن منتسب شده است.

" واجد شرایط " به معنای هر شخصی است که کارمند شرکت یا هر شرکت وابسته یا هر شخصی باشد که پیشنهادی برای اشتغال با شرکت یا
هرگونه شرکت وابسته تمدید می شود ، همانطور که توسط کمیته ، یا هر شخصی که مدیر غیر کارمند باشد تعیین می شود.

" قانون ارز " به معنای قانون بورس اوراق بهادار مصوب 1934 ، اصلاح شده است.

" ارزش بازار عادلانه " از سهم سهم سهام مشترک از تاریخ معین باید ارزشی باشد که براساس باز کردن ، بسته شدن ، واقعی بودن ، بالا ، پایین یا متوسط ​​فروش باشد.
قیمت یک سهم از سهام عادی در بورس قابل اجرا در تاریخ قابل اجرا ، روز معاملاتی قبل ، روز معامله بعدی بعدی یا به طور متوسط ​​روزهای معامله ، مطابق با
کمیته در اختیار خود. این تعریف (ها) از ارزش منصفانه در بازار باید دیرتر از زمان تأمین هزینه قابل اجرا اعم از قطعنامه کمیته در اعطای جایزه تعیین شود.
توافق یا در موارد دیگر
از نظر کمیته رضایت بخش است. اگر تعریف دیگری در رابطه با هر جایزه مشخص نشود ، ارزش بازار منصفانه به معنای قیمت های بسته شدن یک سهم از سهام مشترک در سهام است.
صرافی قابل اجرا در تاریخ اعطای

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یا اگر تاریخ اعطای تاریخ معامله نیست ، در آخرین روز معاملاتی که بلافاصله قبل از تاریخ اعطا است. تعریف ارزش بازار مناسب ممکن است متفاوت باشد
بسته به اینکه آیا ارزش بازار منصفانه به اعطای ، ورزش ، واگذاری ، تسویه حساب یا پرداخت جایزه اشاره دارد یا خیر. اگر کمیته تعریف دیگری را مشخص نکند ، ارزش بازار منصفانه است
سهم سهام عادی از تاریخ معین میانگین میانگین بالاترین و بالاترین قیمت بازار نوار کامپوزیت است که در آن سهام بورس سهام به طور منظم به فروش می رسد
بورس قابل اجرا (یا در صورت مناسب تر بودن طبق مقررات بورس قابل استفاده ، میانگین بالاترین پیشنهاد و پایین ترین قیمت سؤال) در تاریخ مورد نظر مبلغ ارزش بازار منصفانه
مشخص شده است یا اگر در چنین تاریخ دیگری چنین فروشی وجود نداشته باشد ، روز قبل که چنین فروشی انجام شده باشد. اگر سهام مشترک در بورس اوراق بهادار مستقر معامله نشود ،
کمیته با حسن نیت ارزش بازار منصفانه را به هر روشی که مناسب می داند ، اما بر اساس معیارهای عینی تعیین می کند.

" جایزه تمام ارزش " به معنای هرگونه جایزه محدود سهام ، جایزه واحد سهام یا جایزه سهام است.

" گزینه سهام تشویقی " به معنای گزینه سهام است که طبق بخش 6 این قانون اعطا می شود و برای تحقق الزامات بخش 422 از
آیین نامه و مقررات مربوط به آن.

" مدیر غیر کارمند " به معنی هر عضو هیئت مدیره است که کارمند شرکت نباشد.

" گزینه سهام غیرقابل صلاحیت " به معنی گزینه سهام است که طبق بخش 6 در اینجا اعطا می شود که گزینه سهام تشویقی نیست.

" شرکت کننده " به معنی هر شخص واجد شرایط است که تحت این برنامه یک جایزه ممتاز دارد.

" Plan " به معنای برنامه تحریک سهام شرکت والت دیزنی 2011 است که در اینجا آمده است ، همانطور که در بخش 14.1 این ارائه شده است و ممکن است موثر باشد.
هر از گاهی اصلاح شود.

" برنامه های پیشینی " به طور کلی به معنای شرکت والت دیزنی اصلاح و بازگرداندن برنامه تشویقی سهام 2005 (برنامه "2005") و والت دیزنی است.
شرکت برنامه تحریک سهام سال 1995 اصلاح و بازگرداند ("برنامه 1995") ، در هر مورد مشابه بلافاصله قبل از تاریخ کار.

" جایزه سهام محدود " به معنای اعطای سهام سهام عادی به شخص واجد شرایط تحت بند 8 این است که مشمول چنین مواردی می شود.
محدودیت های واگذاری و انتقال به عنوان کمیته تعیین می کند ، و سایر شرایطی را که در برنامه و توافقنامه اعطای جایزه اعمال شده است ، تعیین می کنیم.

" بخش 162 (متر) " به معنی بخش 162 (متر) آیین نامه یا هر ماده جانشینی در آن و مقررات مربوط به آن ، و شامل هر نوع
مقررات یا مقررات مربوط به درخواست آن برای جوایز ، وضعیت پدربزرگ را با توجه به استثناء جبران خسارت مبتنی بر عملکرد از محدودیت کسر
موجود در آن

" Service " به معنای اشتغال یک شرکت کننده با شرکت یا هر شرکت وابسته یا خدمات یک شرکت کننده به عنوان مدیر غیر کارمند با شرکت است ،
مناسب.

" جایزه سهام " به معنای اعطای سهام سهام عادی به شخص واجد شرایط تحت بند 10 این است که بدون محدودیت انتقال صادر می شود.
و شرایط جعل

" حق تقدیر سهام " به معنای حق قراردادی است که به بخش واجد شرایط طبق ماده 7 این قانون واگذار شده است.
دریافت یک پرداخت ، چه به صورت نقدی ، سهام عادی یا ترکیبی از آن ، یا نشان دهنده تفاوت بین قیمت پایه هر سهم از حق و ارزش بازار عادلانه یک سهم از مشترک
Stock, at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

"Stock Option" means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and
price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

"Stock Unit Award" means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in
value to a share of Common Stock to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the applicable Award Agreement.

3. Administration.

3.1    Committee Members.    The Plan shall be administered by a Committee comprised of no fewer than two members of the Board. It
is intended that each Committee member shall satisfy the requirements for (i) an "independent director" for purposes of the Company's Corporate Governance Guidelines and the Compensation
Committee Charter,

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(ii) an
"independent director" under rules adopted by the Applicable Exchange, (iii) a "nonemployee director" for purposes of such Rule 16b-3 under the Exchange Act and
(iv) an "outside director" under Section 162(m) of the Code. No member of the Committee shall be liable for any action or determination made in good faith by the Committee with respect
to the Plan or any Award thereunder.

3.2    Committee Authority.    The Committee shall have such powers and authority as may be necessary or appropriate for the
Committee to carry out its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have authority in its discretion to determine the Eligible Persons to
whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or
times at which an Award will become vested, exercisable or payable, the performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. Subject to the
terms of the Plan, the Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent with the Plan, and the terms of the applicable Award Agreement or any
other contractual arrangement applicable to the Participant. The Committee shall also have discretionary authority to interpret the Plan and Award Agreements issued under the Plan, to make factual
determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to
reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee's determinations
under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its
discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any
officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations and actions by the Committee shall be final,
conclusive, and binding upon all parties.

3.3    Delegation of Authority.    To the extent permitted by applicable law, the Committee shall have the right, from time to time,
to delegate any or all of its authorities hereunder to one or more of its members or to any one or more members of the Board. The Committee shall also have the right, from time to time, to delegate to
one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of applicable law and
such other limitations as the Committee shall determine. In no event shall any such delegation of authority be permitted with respect to Awards to be granted to any member of the Board or to any
Eligible Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act or who is a covered employee under Section 162(m) of the Code. The Committee shall also
be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In the event that the Committee's authority
is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating
any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee's delegation of authority hereunder shall have the same force and
effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

3.4    Grants to Non-Employee Directors.    Any Awards or formula for granting Awards under the Plan made to Non-Employee Directors
shall be approved by the Board. With respect to awards to such directors, all rights, powers and authorities vested in the Committee under the Plan shall instead be exercised by the Board, and all
provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to the Board for such purpose.
Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding compensation payable to a Non-Employee Director, the sum of the grant date fair value (determined in
accordance with Financial Accounting Standards Board Accounting Standards Codification
Topic 718 or any successor thereto) of all Awards payable in Shares and the maximum cash value of any other Award granted under the Plan to an individual as compensation for services as a Non-Employee
Director (as determined at the date such Award is granted), together with cash compensation paid to the Non-Employee Director in the form of Board and Committee retainer, meeting or similar fees,
during any fiscal year shall not exceed US $800,000.00, as such amount shall be adjusted annually as of the first business day in each such year commencing after the fiscal year ending in 2020 to
reflect the average increase, if any, in the Consumer Price Index for All Urban Consumers for the prior 12 month period, as reported for by the Bureau of Labor Statistics (or any successor
organization thereto). For avoidance of doubt, compensation shall count towards this limit for the fiscal year in which it was granted, and not when paid, earned or distributed.

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4. Shares Subject to the Plan.

4.1    Maximum Share Limitations.    Subject to adjustment pursuant to Section 4.3 hereof, the maximum aggregate number of
shares of Common Stock that may be issued and sold under all Awards granted under the Plan shall be 179 million shares, plus the aggregate number of shares remaining available for issuance as
awards under the Predecessor Plans immediately prior to the Effective Date. Any shares of Common Stock subject to Stock Options or Stock Appreciation Rights shall be counted against the maximum share
limitation of this Section 4.1 as one share of Common Stock for every share of Common Stock subject thereto. Any shares of Common Stock subject to Full-Value Awards shall be counted against the
maximum share limitation of this Section 4.1 as two shares of Common Stock for every share of Common Stock subject thereto. To the extent that any Award of Stock Options or Stock Appreciation
Rights granted under the Plan or any similar award granted under the Predecessor Plans prior to the Effective Date is forfeited, cancelled, returned to the Company on or after the Effective Date for
failure to satisfy vesting requirements or other conditions thereof, or otherwise terminates without an issuance of shares of Common Stock being made thereunder, the maximum share limitation in this
Section 4.1 shall be credited with the number of shares of Common Stock covered thereby and such credited number of shares may be made subject to Awards under the Plan, on the basis of one
share for every share of Common Stock subject to such Award of Stock Options or Stock Appreciation Rights or similar award under the Predecessor Plans. To the extent that any award granted under the
1995 Plan or under the 2005 Plan prior to March 10, 2009 is comparable to a Full-Value Award and is forfeited, cancelled, returned to the Company on or after the Effective Date for failure to
satisfy vesting requirements or other conditions to such award under such Predecessor Plan, or otherwise terminates without an issuance of shares of Common Stock being made thereunder, the maximum
share limitation in this Section 4.1 shall be credited with one share of Common Stock for each share of Common Stock subject to such award under either such Predecessor Plan, and such number of
credited shares of Common Stock may be made subject to Awards under the Plan. To the extent that any Full-Value Award granted under the Plan or any award comparable to a Full-Value Award granted under
the 2005 Plan on or after March 10, 2009 is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions to the Award, or otherwise terminates
without an issuance of shares of Common Stock being made
thereunder, the maximum share limitation in this Section 4.1 shall be credited with two shares of Common Stock for each share of Common Stock subject to such Full-Value Award or other
comparable award and such number of credited shares of Common Stock may be made subject to Awards under the Plan.

Shares
of Common Stock delivered to the Company by a Participant to (A) purchase shares of Common Stock upon the exercise of an Award or any award under the Predecessor Plan or
(B) satisfy tax withholding obligations (including shares retained from the Award or any award under the Predecessor Plan creating the obligation) shall not be added back to the number of
shares available for the future grant of Awards. Shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award or any award under the
Predecessor Plan shall not increase the number of shares available for future grant of Awards. Upon exercise of a Stock Appreciation Right or the exercise of a Stock Option by means of a net
settlement, the number of shares subject to the Award that are then being exercised shall be counted against the maximum aggregate number of shares of Common Stock that may be issued under the Plan as
provided above, on the basis of one share for every share subject thereto, regardless of the actual number of shares, if any, used to settle the Stock Appreciation Right upon exercise. This share
continuing rule shall also be applied to determine the number of shares that may become available for Awards hereunder in respect to the exercise of any comparable award granted under the Predecessor
Plans. Except as otherwise expressly provided in this Section 4.1, any Awards or portions thereof that are settled in cash and not in shares of Common Stock shall not be counted against the
maximum share limitation of this Section 4.1. Shares of Common Stock issued and sold under the Plan may be either authorized but unissued shares or shares held in the Company's treasury. In the
case of Incentive Stock Options, the foregoing provisions shall be subject to the provisions of the Code.

4.2    Individual Participant Limitations.    The maximum number of shares of Common Stock that may be subject to Stock Options and
Stock Appreciation Rights in the aggregate granted to any one Participant during any single calendar year period shall be four million shares. The maximum number of shares of Common Stock that may be
subject to Full-Value Awards in the aggregate granted to any one Participant during any single calendar year period shall be two million shares. The foregoing limitations shall each be applied on an
aggregate basis taking into account Awards granted to a Participant under the Plan as well as awards of the same type granted to a Participant under any other equity-based compensation plan of the
Company or any Affiliate. The per Participant limits described in this Section 4.2 shall be construed and applied consistently with the requirements to qualify any Award that is eligible for

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grandfathered
status to qualify as performance based compensation exception from the limitations imposed under Section 162(m).

4.3    Adjustments.    If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any
recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock, or any merger,
reorganization, consolidation, combination, spin-off, or other similar corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent it
considers equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum number and kind of shares and the share counting rules
provided in Section 4.1 and Section 4.2 hereof, (ii) the number and kind of shares of Common Stock, units, or other rights subject to then outstanding Awards, (iii) the
exercise or base price for each share or unit or other right subject to then outstanding Awards, and (iv) any other terms of an Award that are affected by the event. Notwithstanding the
foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of either Section 409A or
Section 424(a) of the Code.

5. Participation and Awards.

5.1    Designation of Participants.    All Eligible Persons are eligible to be designated by the Committee to receive Awards and
become Participants under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of
Awards to be granted and the number of shares of Common Stock or units subject to Awards granted under the Plan. In selecting Eligible Persons to be Participants and in determining the type and amount
of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.

5.2    Determination of Awards.    The Committee shall determine the terms and conditions of all Awards granted to Participants in
accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem or in the
alternative. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting of dividends or dividend equivalents under an Award, the Committee shall have the
discretionary authority to (i) disregard such fractional share or unit, (ii) round such fractional share or unit to the nearest lower or higher whole share or unit, or
(iii) convert such fractional share or unit into a right to receive a cash payment. To the extent deemed necessary by the Committee, an Award shall be evidenced by an Award Agreement as
described in Section 13.1 hereof.

6. Stock Options.

6.1    Grant of Stock Options.    A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to the
provisions of Section 6.8 hereof and Section 422 of the Code, each Stock Option shall be designated, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified
Stock Option.

6.2    Exercise Price.    The exercise price per share of a Stock Option shall not be less than 100 percent of the Fair
Market Value of the shares of Common Stock on the Date of Grant, provided that the Committee may in its discretion specify for any Stock Option an exercise price per share that is higher than the Fair
Market Value on the Date of Grant.

6.3    Vesting of Stock Options.    The Committee shall in its discretion prescribe the time or times at which, or any conditions
upon which, a Stock Option or portion thereof shall become vested and/or exercisable, and may accelerate the vesting or exercisability of any Stock Option at any time. The requirements for vesting and
exercisability of a Stock Option may be based on the continued Service of the Participant with the Company or an Affiliate for a specified time period (or periods), on the attainment of a specified
performance goal (or goals) or on such other terms and conditions as approved by the Committee in its discretion. Notwithstanding the foregoing provisions of this Section 6.3, unless otherwise
provided by the Committee, each Stock Option granted to a Participant under the Plan shall become exercisable in full upon such Participant's Disability while in Service.

6.4    Term of Stock Options.    The Committee shall in its discretion prescribe in an Award Agreement the period during which a
vested Stock Option may be exercised, provided that the maximum term of a Stock Option shall be ten years from the Date of Grant. Except as otherwise provided in this Section 6,
Section 13.2 or as otherwise may be provided by the Committee in an Award Agreement, no Stock Option may be exercised at any time during the term thereof unless the Participant is then in the
Service of the Company or one of its Affiliates.

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6.5    Termination of Service.    Subject to Section 6.8 hereof with respect to
Incentive Stock Options, the Stock Option of any Participant whose Service with the Company or one of its Affiliates is terminated for any reason shall terminate on the earlier of (A) the date
that the Stock Option expires in accordance with its terms or (B) unless a different period is otherwise provided in an Award Agreement or another agreement between the Company and the
Participant, and except for termination for cause (as described in Section 12.2 hereof), the expiration of the applicable time period following termination of Service, in accordance with the
following: (1) twelve months if Service ceased due to Disability, (2) eighteen months if Service ceased at a time when the Participant is eligible to elect immediate commencement of
retirement benefits at a specified retirement age under a pension plan to which the Company or any of its Affiliates had made contributions, (3) eighteen months if the Participant died while in
the Service of the Company or any of its Affiliates, or (4) three months if Service ceased for any other reason. Except as otherwise provided in Section 6, Section 13.2 or the
Participant's Award Agreement, or as may otherwise be specified by the Committee, following any termination of Service for any reason, solely for the purposes of (and solely to the extent necessary
in) determining the extent to which a Stock Option shall be exercisable (i.e., may vest) following termination of Service, a Participant shall be treated as though he or she had remained in the
continued Service of the Company or any Affiliate for three months after the date his or her Service terminated and shall not be entitled to vest in any Stock Options that would have become
exercisable after such three month period of deemed Service. The Committee shall have authority to determine in each case whether an authorized leave of absence or the reassignment of a Participant's
employment, at the request of the Company, to an entity in which the Company has a substantial, direct or indirect, financial interest shall be deemed a termination of Service for any or all purposes
hereof, as well as the effect of such a leave of absence or Company requested transfer of employment on the vesting and exercisability of a Stock Option; provided, however, that, unless the Committee
shall otherwise determine, an approved leave of absence or employment with an entity that is not a Subsidiary but in which the Company holds at least one-third of the voting power or the economic
value of all classes of capital stock or other preferred and common equity shall be deemed not to result in a termination of employment for purposes of the Plan and any Predecessor Plan. Unless
otherwise provided by the Committee, if an entity ceases to be an Affiliate or otherwise ceases to be qualified under the Plan or if all or substantially all of the assets of an Affiliate are conveyed
(other than by encumbrance), such cessation or action, as the case may be, shall be deemed for purposes hereof to be a termination of the Service.

6.6    Stock Option Exercise; Tax Withholding.    Subject to such terms and conditions as shall be specified in an Award Agreement,
a Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together with payment of the aggregate exercise price therefor
and applicable withholding tax. Unless otherwise specified by the Committee, payment of the exercise price may be made in accordance with any of the following methods: (i) in cash or by cash
equivalent acceptable to the Committee, (ii) by payment in shares of Common Stock that have been held by the Participant for at least six months (or such period as
the Committee may deem appropriate, for accounting purposes or otherwise) valued at the Fair Market Value of such shares on the date of exercise, (iii) through an open-market, broker-assisted
sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, or (iv) by a combination of the methods described above.
The Committee may permit payment to be made by any other method as it shall approve. In addition, the Committee may permit any Stock Option to be exercised without payment of the purchase price, in
which case the Company's sole obligation shall be to issue to the Participant the same number of shares of Common Stock as would have been issued had such Stock Option been Stock Appreciation Rights
that are being exercised at the same time in respect of an identical number of shares of Common Stock. Notwithstanding the foregoing, no method of exercise shall be permitted or otherwise apply with
respect to any Incentive Stock Option if affording the Participant the ability to use such exercise method with regard to such Stock Option if the having the right to utilize (as opposed to choosing
to apply) such exercise methodology would cause such Stock Option not to qualify as an Incentive Stock Option. In addition to and at the time of payment of the exercise price (or as a condition to the
delivery of any shares without payment of the exercise price), the Participant shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required
to be withheld in connection with such exercise, using such of the methods that are available, as described above, for the payment of the exercise price or such other methods as may be approved by the
Committee and set forth in the Award Agreement.

6.7    Limited Transferability of Nonqualified Stock Options.    All Stock Options shall be nontransferable except (i) upon
the Participant's death, in accordance with Section 13.2 hereof or (ii) in the case of Nonqualified Stock Options only, for the transfer of all or part of the Stock Option to a
Participant's "family member" (as defined for purposes of the Form S-8 registration statement under the Securities Act of 1933), as may be approved by the Committee in its discretion at the
time of proposed transfer. The transfer of a Nonqualified Stock Option may be

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subject
to such terms and conditions as the Committee may in its discretion impose from time to time. Subsequent transfers of a Nonqualified Stock Option shall be prohibited other than in accordance
with Section 13.2 hereof.

6.8    Additional Rules for Incentive Stock Options.    

(a)    Eligibility.    An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee for
purposes of Treasury Regulation §1.421-7(h) with respect to the Company or any Affiliate that qualifies as a "subsidiary corporation" with respect to the Company for purposes of
Section 424(f) of the Code.

(b)    Annual Limits.    No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market
Value (determined as of the Date of Grant) of the stock with respect to which incentive stock options under Section 422 of the Code are exercisable for the first time in any calendar year under
the Plan and any other stock option plans of the Company or any subsidiary or parent corporation, would exceed $100,000, determined in accordance with Section 422(d) of the Code. این
limitation shall be applied by taking stock options into account in the order in which granted.

(c)    Termination of Employment.    Notwithstanding the provisions of Section 6.5, an Award of an Incentive Stock Option may
provide that such Stock Option may be exercised not later than 3 months following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one year
following a permanent and total
disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.

(d)    Other Terms and Conditions; Nontransferability.    Any Incentive Stock Option granted hereunder shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of the Plan, shall be intended and
interpreted to cause such Incentive Stock Option to qualify as an "incentive stock option" under Section 422 of the Code. Notwithstanding anything else in this Section 6.8 to the
contrary, an Award Agreement for an Incentive Stock Option may provide that such Stock Option shall be treated as a Nonqualified Stock Option to the extent that certain requirements applicable to
"incentive stock options" under the Code shall not be satisfied. An Incentive Stock Option shall by its terms be nontransferable other than by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of a Participant only by such Participant.

(e)    Disqualifying Dispositions.    If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of
within two years following the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the
Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

6.9    Repricing Prohibited.    Subject to the anti-dilution adjustment provisions contained in Section 4.3 hereof, without
the prior approval of the Company's shareholders, given in accordance with the rules of the Applicable Exchange and applicable law, neither the Committee nor the Board shall (i) cause the
cancellation, substitution or amendment of a Stock Option that would have the effect of reducing the exercise price of such a Stock Option previously granted under the Plan or any similar award
granted under any Predecessor Plan, (ii) exchange a Stock Option for another Award or cash at a time when the exercise price of such Stock Option is higher than the Fair Market Value of a share
of Common Stock, or (iii) otherwise approve any modification to such a Stock Option that would be treated as a "repricing" under the then applicable rules, regulations or listing requirements
adopted by the Applicable Exchange.

7. Stock Appreciation Rights.

7.1    Grant of Stock Appreciation Rights.    A Stock Appreciation Right may be granted to any Eligible Person selected by the
Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified
date or event.

7.2    Freestanding Stock Appreciation Rights. A Stock Appreciation Right may be granted without any related Stock Option.
Committee shall in its discretion provide in an Award Agreement the time or times at which, or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or
exercisable, and may accelerate the vesting or exercisability of any Stock Appreciation Right at any time. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on
the continued Service of a Participant with the Company or an Affiliate for a specified time period (or periods) or the attainment of a specified performance goal (or goals) or on such other terms and
conditions as approved by the Committee in its discretion. A Stock Appreciation

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Right will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall be
ten years from the Date of Grant. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however,
that the base price per share of any such freestanding Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the shares of Common Stock on the Date of Grant.
Without limiting the generality of the foregoing, unless otherwise determined by the Committee at the time of grant, any free-standing Stock Appreciation Right shall be subject to the same rules
regarding exercisability (including those pertaining to the impact of termination of employment and the periods during which such Award may be exercised following termination of employment) that apply
to Stock Options under Section 6.

7.3    Tandem Stock Option/Stock Appreciation Rights.    A Stock Appreciation Right may be granted in tandem with a Stock Option,
either at the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect, as to all or any portion of
the number of shares subject to the Award, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of shares subject to the right so
exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per share equal to the per share exercise
price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related
Stock Option expires.

7.4    Payment of Stock Appreciation Rights.    A Stock Appreciation Right will entitle the holder, upon exercise or other payment
of the Stock Appreciation Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise or
payment of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised or paid.
Subject to the requirements of Section 409A of the Code, payment of the amount determined under the foregoing may be made, as approved by the Committee and set forth in the Award Agreement, in
shares of Common Stock valued at their Fair Market Value on the date of exercise or payment, in cash, or in a combination of shares of Common Stock and cash, subject to applicable tax withholding
requirements.

7.5    Repricing Prohibited.    Subject to the anti-dilution adjustment provisions contained in Section 4.3 hereof, without
the prior approval of the Company's shareholders given in accordance with the rules of the Applicable Exchange or applicable law, neither the Committee nor the Board shall (i) cause the
cancellation, substitution or amendment of a Stock Appreciation Right that would have the effect of reducing the base price of such a Stock Appreciation Right previously granted under the Plan or any
similar award granted under any Predecessor Plan, (ii) exchange a Stock Appreciation Right for another Award or cash at a time when the base price of such Stock Appreciation Right is higher
than the Fair Market Value of a share of Common Stock, or (iii) otherwise approve any modification to such a Stock Appreciation Right that would be treated as a "repricing" under the then
applicable rules, regulations or listing requirements adopted by the Applicable Exchange.

8. Restricted Stock Awards.

8.1    Grant of Restricted Stock Awards.    A Restricted Stock Award may be granted to any Eligible Person selected by the
Committee. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award.

8.2    Vesting Requirements.    The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance
with the vesting requirements specified by the Committee, which shall be set forth in the Award Agreement. The requirements for vesting of a Restricted Stock Award may be based on the continued
Service of the Participant with the Company or an Affiliate for a specified time period (or periods), on the attainment of a specified performance goal (or goals) or on such other terms and conditions
as approved by the Committee in its discretion. The Committee may accelerate the vesting of a Restricted Stock Award at any time. If the vesting requirements of a Restricted Stock Award shall not be
satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall be returned to the Company.

8.3    Restrictions.    Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any
encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in
the subject shares of the Restricted Stock Award being forfeited and returned to the Company. The Committee may require in an Award Agreement that, if certificates are issued to evidence such
Restricted Stock, any certificates representing the shares

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granted
under a Restricted Stock Award bear a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock
Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.

8.4    Rights as Shareholder.    Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement,
the Participant shall have all rights of a shareholder with respect to the shares granted to the Participant under a Restricted Stock Award, including the right to vote the shares and receive all
dividends and other distributions paid or made with respect thereto. Notwithstanding the foregoing, the Committee may provide in an Award Agreement that all or a portion of any dividends and
distributions payable to the Participant in respect of any Restricted Stock Award, whether in cash or property, be accumulated and retained in an account or other arrangement approved by the Committee
and be held subject to forfeiture or repayment to the Company, as the case may be, until such time or times as the corresponding portion of the Restricted Stock Award becomes vested.

8.5    Section 83(b) Election.    If a Participant makes an election pursuant to Section 83(b) of the Code with
respect to a Restricted Stock Award, the Participant shall file, within 30 days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue Service, in
accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant's making or
refraining from making an election with respect to the Award under Section 83(b) of the Code.

9. Stock Unit Awards.

9.1    Grant of Stock Unit Awards.    A Stock Unit Award may be granted to any Eligible Person selected by the Committee. The value
of each stock unit under a Stock Unit Award is equal to the Fair Market Value of the Common Stock on the applicable date or time period of determination, as specified by the Committee. A Stock Unit
Award shall be subject to such restrictions and conditions as the Committee shall determine. A Stock Unit Award may be granted together with a dividend equivalent right with respect to the shares of
Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional stock units, as determined by the Committee in its discretion.

9.2    Vesting of Stock Unit Awards.    On the Date of Grant, the Committee shall determine any vesting requirements with respect to
a Stock Unit Award, which shall be set forth in the Award Agreement. The requirements for vesting of a Stock Unit Award may be based on the continued Service of the Participant with the Company or an
Affiliate for a specified time period (or periods), on the attainment of a specified performance goal (or goals) or on such other terms and conditions as approved by the Committee in its discretion. آ
Stock Unit Award may be granted on a fully vested basis, with a deferred payment date and/or the Committee may accelerate the vesting of a Stock Unit Award at any time.

9.3    Payment of Stock Unit Awards.    A Stock Unit Award shall become payable to a Participant at the time or times determined by
the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Stock Unit Award may be made, at the discretion of the Committee, in cash or
in shares of Common Stock, or in a combination thereof, subject to applicable tax withholding requirements. Any cash payment of a Stock Unit Award shall be made based upon the Fair Market Value of the
Common Stock, determined on such date or over such time period as determined by the Committee.

9.4    No Rights as Shareholder.    The Participant shall not have any rights as a shareholder with respect to the shares subject to
a Stock Unit Award until such time as shares of Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement.

10. Stock Awards.

10.1    Grant of Stock Awards.    A Stock Award may be granted to any Eligible Person selected by the Committee. A Stock Award may
be granted for past services, in lieu of bonus or other cash compensation, as directors' compensation or for any other valid purpose as determined by the Committee. A Stock Award granted to an
Eligible Person represents shares of Common Stock that are issued without restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in
the Plan and the Award Agreement. The Committee may, in connection with any Stock Award, require the payment of a specified purchase price.

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10.2    Rights as Shareholder.    Subject to the foregoing provisions of this
Section 10 and the applicable Award Agreement, upon the issuance of the Common Stock under a Stock Award the Participant shall have all rights of a shareholder with respect to the shares of
Common Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

11. Change in Control.

11.1    Effect of a Change in Control.    Except to the extent an Award Agreement provides for a different result (in which case the
Award Agreement will govern and this Section 11 of the Plan shall not be applicable), and except as may be limited by the provisions of Section 11.3 hereof, notwithstanding anything
elsewhere in the Plan or any rules adopted by the Committee pursuant to the Plan to the contrary, if a Triggering Event shall occur within the 12-month period beginning with a Change in Control of the
Company, then, effective immediately prior to the Triggering Event:

(i)     each
outstanding Stock Option and Stock Appreciation Right, to the extent that it shall not otherwise have become vested and exercisable, shall automatically become fully and
immediately vested and exercisable, without regard to any otherwise applicable vesting requirement;

(ii)    each
Restricted Stock Award shall become fully and immediately vested and all forfeiture and transfer restrictions thereon shall lapse; and

(iii)   each
outstanding Stock Unit Award shall become immediately and fully vested and payable;

provided,
however, that with respect to Stock Unit Awards and any other Awards that are subject to Section 409A of the Code and the guidance issued thereunder ("Section 409A"), the
Common Stock, securities, cash or other consideration payable with respect to the Award shall be payable immediately following (and in no event more than 90 days following) the Participant's
"separation from service" (as defined under Section 409A), except that, to the extent that such Awards are held by a Participant who is a "specified employee" (as determined under
Section 409A), the delivery of the Common Stock, securities, cash or other consideration payable with respect to such Awards shall be delayed to the date that is six months and one day
following the Participant's "separation from service" solely to the extent necessary to avoid the additional taxes imposed by Section 409A(a)(i)(B) of the Code.

11.2    Definitions.    

(a)    Cause.    For purposes of this Section 11, the term "Cause" shall mean that a Participant (i) has been
convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony under Federal or state law, (ii) has engaged in willful gross misconduct in the performance of the
Participant's duties to the Company or an Affiliate or (iii) has committed a material breach of any written agreement with the Company or any Affiliate with respect to confidentiality,
noncompetition, nonsolicitation or similar restrictive covenant. Subject to the first sentence of Section 11.1 hereof, in the event that a Participant is a party to an employment agreement with
the Company or any Affiliate that defines termination on account of "Cause" (or a term having similar meaning), such definition shall apply as the definition of a termination on account of "Cause" for
purposes hereof, but only to the extent that such definition provides the Participant with greater rights. A termination on account of Cause shall be communicated by written notice to the Participant,
and shall be deemed to occur on the date such notice is delivered to the Participant.

(b)    Change in Control.    For purposes of this Section 11, a "Change in Control" shall occur upon:

   (i)  the
acquisition within any 12-month period by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the total voting power of the then outstanding
stock of the Company entitled to vote generally in the election of directors, but excluding the following transactions (the "Excluded Acquisitions"):

(1)   any
acquisition directly from the Company (other than an acquisition by virtue of the exercise of a conversion privilege of a security that was not acquired directly from the Company,

(2)   any
acquisition by the Company, and

(3)   any
acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company;

  (ii)  any
time during a period of 12 months or less, individuals who at the beginning of such period constitute the Board (and any new directors whose election by the
Board or nomination for election by the Company's

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shareholders
was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election
was so approved) ceasing for any reason to constitute a majority thereof:

 (iii)  an
acquisition (other than an Excluded Acquisition) by any Person of fifty percent (50%) or more of the voting power or value of the Company's stock;

 (iv)  the
consummation of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving company in such transaction,
other than a merger, consolidation, or reorganization that would result in the Persons who are beneficial owners of the Company's stock outstanding immediately prior thereto continuing to beneficially
own, directly or indirectly, in substantially the same proportions, at least fifty percent (50%) of the combined voting power or value of the Company's stock (or the stock of the surviving
entity) outstanding immediately after such merger, consolidation or reorganization; or

  (v)  the
sale or other disposition during any 12 month period of all or substantially all of the assets of the Company, provided that such sale is of assets having a
total gross fair market value equal to or greater than 40% of the total gross fair market value of the assets of the Company immediately prior to such sale or disposition.

The
foregoing definition of "Change in Control" is intended to comply with the requirements of Section 409A of the Code and the guidance issued thereunder and shall be interpreted and applied
by the Committee in a manner consistent therewith.

(c)    Constructive Termination.    For purposes of this Section 11, a "Constructive Termination" shall mean a termination of
employment by a Participant within sixty (60) days following the occurrence of any one or more of the following events without the Participant's written consent (i) any reduction in
position, title (for Vice Presidents and above), overall responsibilities, level of authority, level of reporting (for Vice Presidents and above), base compensation, annual incentive compensation
opportunity, aggregate employee benefits or (ii) a request that the Participant's location of employment be relocated by more than fifty (50) miles. Subject to the first sentence of
Section 11.1 hereof, in the event that a Participant is a party to an employment agreement with the Company or an Affiliate (or a successor entity) that defines a termination on account of
"Constructive Termination," "Good Reason" or "Breach of Agreement" (or a term having similar meaning), such definition shall apply as the definition of "Constructive Termination" for purposes hereof
in lieu of the foregoing, but only to the extent that such definition provides the Participant with greater rights. A Constructive Termination shall be communicated by written notice to the Committee,
and shall be deemed to occur on the date such notice is delivered to the Committee, unless the circumstances giving rise to the Constructive Termination are cured within five (5) days of such
notice.

(d)    Triggering Event.    For purposes of this Section 11, a "Triggering Event" shall mean (i) the termination of
Service of a Participant by the Company or an Affiliate (or any successor thereof) other than on account of death, Disability or Cause or (ii) the occurrence of a Constructive Termination.

11.3    Excise Tax Limit.    Except to the extent an Award Agreement provides for a different result (in which case the Award
Agreement will govern and this Section 11.3 shall not be applicable), in the event that the vesting of Awards together with all other payments and the value of any benefits received or to be
received by a Participant (the "Total Payments") would result in all or a portion of such Total Payments being subject to the excise tax under Section 4999 of the Code (the "Excise Tax"), then
the Participant's Total Payments shall be either (i) the full amount of such payments and benefits or (ii) such lesser amount that would result in no portion of the Total Payments being
subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable Federal, state, and local employment taxes, income taxes and the
Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of payments and benefits notwithstanding that all or some portion of such payments and benefits may
be taxable under Section 4999 of the Code. Solely to the extent that the Participant is better off on an after-tax basis as a result of the reduction of Total Payments, such payments and
benefits shall be reduced or eliminated, as determined by the Company, in the following order: (i) any cash payments, (ii) any taxable benefits, (iii) any nontaxable benefits, and
(iv) any vesting or accelerated delivery of equity awards in each case in reverse order beginning with the payments or benefits that would have been paid, in the ordinary course, the farthest
in time from the date that triggers the applicable Excise Tax.

All
determinations required to be made under this Section 11 shall be made by the accounting firm which is the Company's outside auditor immediately prior to the event triggering the payments
that are subject to the Excise Tax (the "Accounting Firm"). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and the
Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm's determinations must be made with substantial authority (within the

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meaning of Section 6662 of the Code). For the purposes of all calculations under Section 280G of the Code and the application of this
Section 11.3, all determinations as to the present value shall be made in accordance with the regulations promulgated under Section 280G of the Code.

12. Forfeiture Events.

12.1    General.    At the time of the Award, the Committee may specify in an Award Agreement , in addition to any otherwise
applicable vesting or performance conditions of an Award, at the time of the Award that the Participant's rights, payments and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture or recoupment, including pursuant to the terms and conditions of any claw back or recoupment policy that the Company may have in effect at any time and from time to time, upon
the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination
of Service for cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of the Company. Without limiting the generality of the foregoing, the Committee may cancel any outstanding Award (or any portion thereof),
or require reimbursement of all or any portion of any amount that had been paid under any Award within the prior 12 month period, if (i) the Committee determines that the Participant has
engaged in fraud or intentional misconduct that caused the Company's restatement of any of its financial statements or (ii) the Company has incurred, or could reasonably be expected to incur,
reputational harm or financial harm, in either case, related to or arising directly or indirectly from the Participant's material misconduct, gross negligence, material misfeasance, or material
nonfeasance. For purposes of this policy, (A) "reputational harm" shall mean any significant damage to, or significant impairment of, (i) the Company's reputation among customers of the
Company or its affiliates or other third parties with whom the Company and its affiliates conduct business or (ii) the perception of the quality of the products offered by the Company and its
affiliates, and (B) "financial harm" shall mean that the Company or any affiliate incurs or could reasonably be expected to incur any significant monetary loss or expense.

12.2    Termination for Cause.    Unless otherwise provided by the Committee and set forth in an Award Agreement, if a Participant's
employment with the Company or any Affiliate shall be terminated for cause, the Company may, in its sole discretion, immediately terminate such Participant's right to any further payments, vesting or
exercisability with respect to any Award in its entirety. The Company shall, in its sole discretion, determine whether the conduct, actions, omissions or nonfeasance of a Participant give rise to
cause to terminate such Participant's employment; provided that, if a Participant is party to an employment (or similar) agreement with the Company or any Affiliate that defines the term "cause," such
definition shall apply for purposes of the Plan. The Company shall have the power to determine whether the Participant has been terminated for cause and the date upon which such termination for cause
occurs. Any such determination shall be final, conclusive and binding upon the Participant. In addition, if the Company shall reasonably determine that a Participant has committed or may have
committed any act which could constitute the basis for a termination of such Participant's employment for cause, the Company may suspend the Participant's rights to exercise any option, receive any
payment or vest in any right with respect to any Award pending a determination by the Company of whether an act has been committed which could constitute the basis for a termination for "cause" as
provided in this Section 12.2. Notwithstanding anything in this Section 12.2 to the contrary, following a Change in Control, whether cause exists with respect to the termination of a
Participant's employment shall be determined exclusively by applying the provisions of Section 11.

13. General Provisions.

13.1    Award Agreement.    To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award
Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or units subject to the Award, the exercise price, base price, or purchase price
of the Award, the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of termination of
Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth
other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options shall contain such
terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. The grant of an Award under the Plan shall not confer any rights upon the Participant
holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being

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applicable
to such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement. The Committee need not require the execution of an Award Agreement by a Participant, in which
case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award Agreement as
well as the administrative guidelines of the Company in effect from time to time.

13.2    Treatment of Awards upon Death.    In the event of the death of a Participant while employed by the Company or any of its
Affiliates, except as otherwise provided by the Committee in an Award Agreement, an outstanding Award may be exercised by or shall become payable to the Participant's beneficiary as designated by the
Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by the a legatee or legatees of such Award under the Participant's last will, or by
such Participant's executors, personal representatives or distributees of such Award in accordance with the Participant's will or the laws of descent and distribution (a "Beneficiary"). In the case of
Stock Options, except as otherwise provided in an Award Agreement, any outstanding Stock Options of a Participant who dies while in Service may be exercised by such Beneficiary in respect of all or
any part of the total number of shares subject to such options at the time of such Participant's death (whether or not, at the time of death, the deceased Participant would have been entitled to
exercise such options to the extent of all or any of the shares covered thereby). However, except as otherwise provided by the Committee in an Award Agreement, in the event of the death of the
Participant after the date of termination of Service while an Option remains outstanding, then such deceased Participant's Options shall expire in accordance with their terms at the same time they
would have expired if such Participant had not died, and may be exercised prior to their expiration by a Beneficiary in respect to the same number of shares, in the same manner and to the same extent
as if such Participant were then living. In the case of Awards other than Stock Options, except as otherwise provided in an Award Agreement, any outstanding Awards of a Participant who dies while in
Service shall become fully vested and, in the case of Stock Appreciation Rights, exercisable as provided above with respect to stock options, and in the case of all other types of Awards, payable to
the Beneficiary promptly following the Participant's death.

13.3    No Assignment or Transfer; Beneficiaries.    Except as provided in Sections 6.7 and 13.2 hereof, Awards under the
Plan shall not be assignable or transferable by the Participant, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, the
Committee may provide in the terms of an Award Agreement or in any other manner prescribed by the Committee that the Participant shall have the right to designate a beneficiary or beneficiaries who
shall be entitled to any rights, payments or other benefits specified under an Award following the Participant's death. During the lifetime of a Participant, an Award shall be exercised only by such
Participant or such Participant's guardian or legal representative.

13.4    Deferrals of Payment.    The Committee may in its discretion permit a Participant to defer the receipt of payment of cash or
delivery of shares of Common Stock that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect to an Award. If
any such deferral is to be permitted by the Committee, the Committee shall establish rules and procedures relating to such deferral in a manner intended to comply with the requirements of
Section 409A of the Code, including, without limitation, the time when an election to defer may be made, the time period of the deferral and the events that would result in payment of the
deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.

13.5    Employment or Service.    Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any
Eligible Person or any Participant any right to continue in the Service of the Company or any of its Affiliates, or interfere in any way with the right of the Company or any of its Affiliates to
terminate the employment or other service relationship of an Eligible employee or a Participant for any reason at any time.

13.6    Rights as Shareholder.    A Participant shall have no rights as a holder of shares of Common Stock with respect to any
unissued securities covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section 4.3 hereof, no adjustment or other
provision shall be made for dividends or other shareholder rights, except to the extent that the Award Agreement provides for dividend payments or dividend equivalent rights. The Committee may
determine in its discretion the manner of delivery of Common Stock to be issued under the Plan, which may be by delivery of stock certificates, electronic account entry into new or existing accounts
or any other means as the Committee, in its discretion, deems appropriate. The Committee may require that any stock certificates that may be issued be held in escrow by the Company for any shares of
Common Stock or cause the shares to be legended in order to comply with the securities laws or other applicable restrictions, or should the shares

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of Common Stock be represented by book or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the
shares of Common Stock as the Committee considers necessary or advisable.

13.7    Securities Laws.    No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then
applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by the Applicable Exchange, have been
fully met. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to meet such
requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities
Act of 1933, as amended, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares.
Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any
current intention to sell or distribute such shares.

13.8    Tax Withholding.    The Participant shall be responsible for payment of any taxes or similar charges required by law to be
paid or withheld from an Award or an amount paid in satisfaction of an Award. Any required withholdings shall be paid by the Participant on or prior to the payment or other event that results in
taxable income in respect of an Award. The Award Agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of Award.

13.9    Unfunded Plan.    The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to
discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock pursuant to an Award, any rights of a Participant under
the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant's permitted transferees or estate shall have any other interest in any assets of
the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company's creditors
or otherwise, to discharge its obligations under the Plan.

13.10    Other Compensation and Benefit Plans.    The adoption of the Plan shall not affect any other share incentive or other
compensation plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of share incentive or other compensation or benefit program for
employees of the Company or any Affiliate. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute includable compensation for purposes of
determining the amount of benefits to which a Participant is entitled under any other compensation or benefit plan or program of the Company or an Affiliate, including, without limitation, under any
pension or severance benefits plan, except to the extent specifically provided by the terms of any such plan.

13.11    Plan Binding on Transferees.    The Plan shall be binding upon the Company, its transferees and assigns, and the
Participant, the Participant's executor, administrator and permitted transferees and beneficiaries.

13.12    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 all provisions shall remain enforceable in any
other jurisdiction.

13.13    Foreign Jurisdictions.    The Committee may adopt, amend and terminate such arrangements and grant such Awards, not
inconsistent with the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws of other jurisdictions with respect to Awards that may be
subject to such laws. The terms and conditions of such Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for
such purpose. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of the Plan, not inconsistent with the intent of the Plan, as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect for any other purpose.

13.14    Substitute Awards in Corporate Transactions.    Nothing contained in the Plan shall be construed to limit the right of the
Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the business or assets of any corporation or
other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such
corporate transaction in substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards may

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from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose.

13.15    Coordination with 2002 Executive Performance Plan.    For purposes of Restricted Stock Awards, Stock Unit Awards and Stock
Awards granted under the Plan that are intended to qualify as "performance-based" compensation under Section 162(m) of the Code, such Awards shall be granted in accordance with the provisions
of the Company's 2002 Executive Performance Plan (or any successor plan) to the extent necessary to satisfy the requirements for an Award having grandfathered status to qualify as performance-based
compensation exempt from the deduction limit applicable under Section 162(m) of the Code.

13.16    Section 409A Compliance.    To the extent applicable, it is intended that the Plan and all Awards hereunder comply
with the requirements of Section 409A of the Code, and the Plan and all Award Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to
avoid the imposition of any additional tax under Section 409A of the Code. In the event that any provision of the Plan or an Award Agreement is determined by the Committee to not comply with
the applicable requirements of Section 409A of the Code, the Committee shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as the Committee
deems necessary to comply with such requirements, provided that no such action shall adversely affect any outstanding Award without the consent of the affected Participant. Notwithstanding the
foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary: (a) unless the Committee shall otherwise expressly provide, the term "disability" shall have the meaning given
to such term under Section 409A and the regulations and guidance issued thereunder with respect to any Awards (other than Stock Options), and (b) if a Participant is a "specified
employee" as defined in Section 409A of the Code at the time of termination of Service with respect to an Award, then solely to the extent necessary to avoid the imposition of any additional
tax under Section 409A of the Code, the commencement of any payments or benefits under the Award shall be deferred until the date that is six months following the Participant's termination of
Service (or such other period as required to comply with Section 409A).

13.17    Governing Law.    The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the
State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

14. Effective Date; Amendment and Termination.

14.1    Effective Date.    The Plan shall become effective immediately following its approval by the shareholders of the Company.

14.2    Amendment.    The Board may at any time and from time to time and in any respect, amend or modify the Plan. The Board may
seek the approval of any amendment or modification by the Company's shareholders to the extent it
deems necessary or advisable in its discretion, including for purposes of compliance with Section 162(m) or Section 422 of the Code or the listing or governance requirements of the
Applicable Exchange. No amendment or modification of the Plan shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award.

14.3    Termination.    The Plan shall terminate on the tenth anniversary of the date the Plan is approved by the Board. The Board
may, in its discretion and at any earlier date, terminate the Plan. Notwithstanding the foregoing, no termination of the Plan shall adversely affect any Award theretofore granted without the consent
of the Participant or the permitted transferee of the Award.

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