EX-10

This Universal Display Corporation Annual Incentive Plan for Senior Executives, as may be amended from time to time (the “Plan”) is an amendment and restatement of the prior version adopted by the Board (as defined below) on March 7, 2013 and approved by the shareholders of the Company (as defined below) on June 20, 2013 (the “Prior Plan”). The Prior Plan has been amended and restated to remove provisions applicable to “qualified performance-based compensation” under section 162(m) of the Code (as defined below).

The purpose of the Plan is to enhance the ability of the Company to attract, reward and retain senior executive employees, to strengthen employee commitment to the Company’s success and to align employee interests with those of the Company’s shareholders by providing variable compensation, based on the achievement of performance objectives. To this end, the Plan provides a means of annually rewarding Participants (as defined below) based on the performance of the Company, its subsidiaries or one or more business units and, where appropriate, on a Participant’s personal performance. This Plan is effective for Awards (as defined below) payable on or after January 1, 2023.

objective criteria or such other criteria determined by the Committee, either in absolute terms or in comparison to publicly available industry standards or indices: stock price, return on equity, assets under management, EBITDA (earnings before interest, taxes, depreciation and amortization), earnings per share, price-earnings multiples, net income, operating income, revenues, working capital, accounts receivable, productivity, margin, net capital employed, return on assets, shareholder return, return on capital employed, increase in assets, operating expense, unit volume, sales, internal sales growth, cash flow, market share, relative performance to a comparison group designated by the Committee, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. The performance goals may relate to one or more business units or the performance of the Company as a whole, or any combination of the foregoing.

(ii)

To the extent applicable, the Committee, in determining whether and to what extent a Performance Goal has been achieved, shall take into consideration information set forth in the Company’s audited financial statements and other objectively determinable information. The Performance Goals established by the Committee may be (but need not be) different each Performance Period, and different Performance Goals may be applicable to different Participants.

All senior executive employees of the Company and its subsidiaries are eligible to participate in the Plan. The Committee shall designate which senior executive employees shall participate in the Plan for each Performance Period. In order to be eligible to receive an Award with respect to any Performance Period, a designated senior executive employee must be actively employed by the Company or a subsidiary on the payment date for the Award, except as provided in Section 7.

(a)

Committee Authority. The Plan shall be administered by the Committee. The Committee shall have full discretionary authority to establish the rules and regulations relating to the Plan, to interpret the Plan and those rules and regulations, to select Participants in the Plan, to determine each Participant’s Award amount, to approve all Awards, to establish and calculate achievement of Performance Goals, to decide the facts in any case arising under the Plan and to make all other determinations, including factual determinations, and to take all other actions necessary or appropriate for the proper administration of the Plan, including the delegation of such authority or power, where appropriate. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Award. Awards need not be uniform as among Participants. The Committee’s administration of the Plan, including all such rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations and other actions, shall be final and binding on the Company and all employees of the Company, including, the Participants and their respective beneficiaries.

(a)

Target Awards and Performance Goals. As soon as practicable after the beginning of the Performance Period, the Committee shall determine the senior executive employees who shall be Participants during that Performance Period, each Participant’s target and maximum Award and the Performance Goals, all of which shall be set forth in the Committee’s minutes or otherwise referenced or memorialized in writing. Senior executive employees who are newly hired or who are promoted or transferred into a position eligible to participate in the Plan before the end of the Performance Period may be eligible to receive a prorated Award, as determined by the Committee. The Committee may specify how the financial calculations for the Performance Goals will be made, including what, if any, adjustments shall be made in the event of a change in corporate capitalization, corporate transaction, extraordinary event, change in applicable accounting rules or principles, or other event. The Company shall notify each Participant of the Participant’s target Award and the applicable Performance Goals for the Performance Period.

(b)

Determination of Performance. At the end of each Performance Period, the Committee will determine whether, and to what extent, the applicable Performance Goals have been met for that Performance Period. The Committee may adjust an Award after performance is determined based on the attainment of the Performance Goals.

(c)

Approval of Awards. The Committee shall determine the Awards that will be paid by the Company to each Participant as soon as practicable following the final determination of the Company’s financial results for the relevant Performance Period. A Participant has no contractual right to an Award. The Committee, in its discretion and in keeping with the objectives of the Plan, shall determine whether a Participant will receive an Award and the amount of the Award, if any, through the payment date. No Award is earned unless and until the Committee has determined that the Award is payable to the Participant, the Participant has met all of the conditions of the Plan, and the Award has become payable.

Subject to the provisions of Section 7, payment of the Awards determined by the Committee shall be made within 2½ months after the close of the Performance Period. Awards shall be paid in cash or in the form of Company stock or stock units or such other form as determined by the Committee. Any Company stock, stock units or other form of equity grant shall be issued under the Company’s Equity Compensation Plan or a successor plan.

(a)

Employment. No Participant shall have any right to receive payment of an Award under the Plan for a Performance Period unless the Participant remains employed by the Company through the payment date for the Award as a prerequisite for earning the Award, as determined by the Committee; provided, however, that (i) unless the Committee provides otherwise, if a Participant dies or incurs a long-term disability prior to the payment date, the Participant shall remain eligible to receive a pro-rated portion of any Award that would otherwise have been earned for the Performance Period, and (ii) the Committee may determine in other circumstances that if a Participant’s employment with the Company terminates prior to the payment date, the Participant shall remain eligible to receive a pro-rated portion of any Award that would otherwise have been earned for the Performance Period. If payments are to be made under the Plan after a Participant’s death, such payments shall be made to the personal representative of the Participant’s estate.

(b)

Leaves of Absence. If a Participant is on an authorized leave of absence during the Performance Period, the Participant may be eligible to receive a pro-rated portion of any Award that would otherwise have been earned, as determined by the Committee.

Unless the Committee determines otherwise, if a change of control or other transaction occurs prior to the end of a Performance Period, the Committee may take such actions as it deems appropriate with respect to Awards for the then-current Performance Period, consistent with applicable law.

Notwithstanding the foregoing, the Committee may permit a Participant to defer receipt of an Award that would otherwise be payable to the Participant. The Committee shall establish rules and procedures for any such deferrals, consistent with the applicable requirements of Code section 409A.

The Committee may at any time, in whole or in part and for any reason, amend this Plan, without the consent of any Participant.

The Committee may terminate or suspend, in whole or in part and for any reason, this Plan at any time without the consent of any Participant. In the case of suspension or termination of the Plan, the Committee may take such actions as it deems appropriate with respect to Awards for the then-current Performance Period, consistent with applicable law.

(a)

No Employment Right. This Plan is not a contract between the Company and any employee or Participant. Neither the establishment of this Plan, nor any action taken hereunder, shall be construed as giving any employee or any Participant any right to be retained in the employ of the Company. The Company is under no obligation to continue the Plan. Nothing contained in the Plan shall limit or affect in any manner or degree the normal and usual powers of management, exercised by the officers and the Board or committees thereof, to change the duties or the character of employment of any employee or to remove any individual from the employment of the Company at any time, all of which rights and powers are expressly reserved.

(b)

No Assignment. A Participant’s right and interest under the Plan may not be assigned or transferred, except upon death as provided in Section 7 of the Plan, and any attempted assignment or transfer shall be null and void.

(c)

Funding of the Plan; Limitation on Rights. This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Awards under this Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or any other person. No Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

(d)

Obligations to the Company. If a Participant becomes entitled to payment of an Award under the Plan, and if at such time the Participant has outstanding any debt, obligation or other liability representing an amount owing to the Company, then the Company may offset such amount owed to it against the Award otherwise distributable. Any determination under this Section 12(d) shall be made by the Committee in its sole discretion.

(e)

Withholding Taxes. All Awards under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company may require that the Participant or his or her personal representative pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Awards, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Awards. The Participant shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Plan.

(g)

Compliance with Law. It is the intent of the Company that the Plan and Awards under the Plan qualify for the “short-term deferral” exception to Code section 409A. If and to the extent that any payment under this Plan is deemed to be deferred compensation subject to the requirements of Code section 409A, this Plan will be administered so that such payments are made in accordance with the requirements of Code section 409A, including the six-month delay

required for “specified employees,” if applicable. In no event shall a Participant, directly or indirectly, designate the calendar year of payment, except in accordance with Code section 409A. The Committee may revoke any Award if it is contrary to law or modify an Award to bring it into compliance with any valid and mandatory government regulation.

(i)

Governing Law. The validity, construction, interpretation and effect of this Plan shall exclusively be governed by and determined in accordance with the law of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.