was granted is not in compliance with any provision of the Plan or any applicable Award or violates any non-competition, non-
solicitation, no-hire, non-disparagement, confidentiality, invention assignment or other restrictive covenant by which the Participant is
bound. Each Award will be subject to any policy of the Company or any of its affiliates that relates to trading on non-public information
and permitted transactions with respect to shares of Stock, including limitations on hedging and pledging. In addition, each Award will
be subject to recoupment to the extent a Participant is or becomes subject to the Company’s Policy for Recoupment of Incentive
Compensation, effective October 2, 2023, the Company’s March 2013 Recoupment Policy, or any other policy of the Company or any
of its affiliates that provides for forfeiture, disgorgement, or clawback with respect to incentive compensation that includes Awards
under the Plan (the “Clawback Policies”). Each Participant, by accepting or being deemed to have accepted an Award under the Plan,
agrees (or will be deemed to have agreed) to the terms of this Section 6(a)(5), and to the Clawback Policies, if applicable, and further
agrees (or will be deemed to have further agreed) to cooperate fully with the Administrator, and to cause any and all permitted
transferees of the Participant to cooperate fully with the Administrator, to effectuate any forfeiture, recoupment or disgorgement
described in this Section 6(a)(5). Neither the Administrator nor the Company nor any other person, other than the Participant and the
Participant’s permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or the
Participant’s permitted transferees, if any, that may arise in connection with this Section 6(a)(5).
(6)Taxes. The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or other
property under an Award are conditioned upon the full satisfaction by the Participant of all tax and other withholding requirements with
respect to the Award under applicable laws. The Administrator will prescribe such rules for the withholding of taxes and other amounts
with respect to any Award as it deems necessary. Without limiting the foregoing, the Company or any affiliate of the Company will have
the authority and the right to deduct or withhold (by any means set forth herein or in an Award agreement), or require a Participant to
remit to the Company or an affiliate of the Company, an amount sufficient to satisfy all U.S. and non-U.S. federal, state and local income
tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the Plan
and any Award hereunder and legally applicable to the Participant and required by law to be withheld (including, any amount deemed
by the Company, in its discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or any
affiliate of the Company). Subject to applicable laws, the Administrator, in its sole discretion, may hold back shares of Stock from an
Award or permit a Participant to tender previously-owned shares of Stock in satisfaction of tax or other withholding requirements (but
not in excess of the maximum withholding amount consistent with the Award being subject to equity accounting treatment under the
Accounting Rules). Any amounts withheld pursuant to this Section 6(a)(6) will be treated as though such amounts had been paid
directly to the applicable Participant. In addition, the Company may, to the extent permitted by law, deduct any such tax and other
withholding amounts from any payment of any kind otherwise due to a Participant from the Company or any of its affiliates.
(7)Dividend Equivalents. The Administrator may provide for the payment of amounts (on terms and subject
to such restrictions and conditions established by the Administrator, including providing for the reinvestment of such amounts in the
form of additional Awards) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award, whether or not
the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award; provided,
however, that (a) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remain subject to a risk of
forfeiture (whether service-based or performance-based) shall be subject to the same risk of forfeiture that applies to the underlying
Award and (b) no dividends or dividend equivalents shall be payable with respect to Stock Options or SARs. Any entitlement to
dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in
compliance with, the applicable requirements of Section 409A.
(8)Rights Limited. Nothing in the Plan or any Award will be construed as giving any person the right to be
granted an Award or to continued employment or service with the Company or any of its affiliates, or any rights as a shareholder except
as to shares of Stock actually delivered under the Plan. The loss of existing or potential profit in any Award will not constitute an
element of damages in the event of a termination of a Participant’s Employment for any reason, even if the termination is in violation of
an obligation of the Company or any of its affiliates to the Participant.
(9)Coordination with Other Plans. Shares of Stock and/or Awards under the Plan may be issued or granted
in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or
programs of the Company or any of its affiliates. For example, but without limiting the generality of the foregoing, awards under other
compensatory plans or programs of the Company or any of its affiliates may be settled in Stock (including, without limitation,
Unrestricted Stock) under the Plan if the Administrator so determines, in which case the shares delivered will be treated as awarded
under the Plan (and will reduce the Share Pool).
(10)Reserved.
(11)Section 409A.
(A)Without limiting the generality of Section 11(a) below, each Award will contain such terms as the
Administrator determines and will be construed and administered, such that the Award either qualifies for an exemption from
the requirements of Section 409A or satisfies such requirements.
(B)Notwithstanding anything to the contrary in the Plan or any Award agreement, the Administrator
may unilaterally amend, modify or terminate the Plan or any outstanding Award, including but not limited to changing the form
of the Award, if the Administrator determines that such amendment, modification or termination is necessary or desirable to
avoid the imposition of any additional tax, interest or penalty under Section 409A.
(C)If a Participant is determined on the date of the Participant’s termination of Employment to be a
“specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any
