Exhibit 4.3
change
healthcare inc.
2019 Omnibus Incentive Plan
1. Purpose.
The purpose of the Change Healthcare Inc. 2019 Omnibus Incentive Plan is to provide a means through which the Company and the other members
of the Company Group may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants,
and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or
be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening
their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.
2. Definitions.
The following definitions shall be applicable throughout the Plan.
(a) “Absolute
Share Limit” has the meaning given to such term in Section 5(b) of the Plan.
(b) “Adjustment
Event” has the meaning given to such term in Section 11(a) of the Plan.
(c) “Affiliate”
means any Person that directly or indirectly controls, is controlled by, or is under common control with the Company. The term “control”
(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting or other securities, by contract, or otherwise.
(d) “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Other Equity-Based Award and Other Cash-Based Award granted under the Plan.
(e) “Award
Agreement” means the document or documents by which each Award (other than an Other Cash-Based Award) is evidenced, which
may be in written or electronic form.
(f) “Board”
means the Board of Directors of the Company.
(g) “Cause”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Cause,” as defined in any
employment, severance or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination,
or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained
therein), the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service Recipient
or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s
employment or service with the Service Recipient, which results in, or could reasonably be expected to result in, material harm to the
business or reputation of the Service Recipient or any other member of the Company Group; (C) conviction of, or plea of guilty or
no contest to (I) any felony or (II) any other crime that results in, or could reasonably be expected to result in, material
harm to the business or reputation of the Service Recipient or any other member of the Company Group; (D) material violation of
the written policies of the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or
misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud
or misappropriation, embezzlement, or misuse of funds or property belonging to the Service Recipient or any other member of the Company
Group; or (F) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or
service to the Service Recipient; provided, in any case, that a Participant’s resignation after an event that would be grounds
for a Termination for Cause will be treated as a Termination for Cause hereunder.
(h) “Change
in Control” means:
(i) the
acquisition (whether by purchase, merger, consolidation, combination, or other similar transaction) by any Person of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the
then-outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise
of options or warrants, the conversion of convertible stock or debt, the exchange of exchangeable stock or units, and the exercise of
any similar right to acquire such Common Stock; or (B) the combined voting power of the then-outstanding voting securities of
the Company entitled to vote generally in the election of directors, in the case of each of the foregoing clauses (A) and (B) assuming
that all Units (as defined in the Joint Venture LLC Agreement) held by MCK Members (as defined in the Joint Venture LLC Agreement) had
been exchanged for an equal number of shares of Common Stock; provided, however, that for purposes of the Plan, the following
acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition
by any employee benefit plan sponsored or maintained by the Company or any Affiliate; (III) in respect of an Award held by a particular
Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant
or any group of Persons including the Participant); or (IV) any acquisition in connection with a Qualified MCK Exit (as defined
in the Joint Venture LLC Agreement);
(ii) during
any period of 12 months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board; provided, that any Person becoming a director subsequent
to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors
then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such Person is named as a
nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest,
as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result
of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed
to be an Incumbent Director; or
(iii) the
sale, transfer, or other disposition of all or substantially all of the assets of the Company Group (taken as a whole) to any Person
that is not an Affiliate of the Company or the Joint Venture.
(i) “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions
to such section, regulations, or guidance.
(j) “Committee”
means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no such Compensation Committee or
subcommittee thereof exists, the Board.
(k) “Common
Stock” means the common stock of the Company, par value $0.001 per share (and any stock or other securities into which
such Common Stock may be converted or into which it may be exchanged).
(l) “Company”
means Change Healthcare Inc., a Delaware corporation, and any successor thereto.
(m) “Company
Group” means, collectively, the Company, the Joint Venture, and the Joint Venture’s Subsidiaries.
(n) “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization.
(o) “Designated
Foreign Subsidiaries” means all members of the Company Group that are organized under the laws of any jurisdiction or country
other than the United States of America that may be designated by the Board or the Committee from time to time.
(p) “Detrimental
Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of
any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service
with the Service Recipient for Cause; (iii) a breach by the Participant of any restrictive covenant by which such Participant is
bound, including, without limitation, any covenant not to compete or not to solicit, in any agreement with any member of the Company
Group; or (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in
its sole discretion.
(q) “Disability”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Disability,” as defined in
any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or
(ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability”
contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Service Recipient
or other member of the Company Group in which such Participant is eligible to participate, or, in the absence of such a plan, the complete
and permanent inability of the Participant by reason of illness or accident to perform the duties of the position at which the Participant
was employed or served when such disability commenced. Any determination of whether Disability exists in the absence of a long-term disability
plan shall be made by the Company (or its designee) in its sole and absolute discretion.
(r) “Effective
Date” means the date on which the Company enters into an agreement to consummate an initial public offering of the Common
Stock pursuant to a registration filed with the Securities Exchange Commission pursuant to the Securities Act.
(s) “Eligible
Person” means any: (i) individual employed by any member of the Company Group; provided, however, that
no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer
of any member of the Company Group; or (iii) consultant or advisor to any member of the Company Group who may be offered securities
registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of each of clauses (i) through
(iii) above, has entered into an Award Agreement or who has received written notification from the Committee or its designee that
they have been selected to participate in the Plan.
(t) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section
of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations, or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations, or guidance.
(u) “Exercise
Price” has the meaning given to such term in Section 7(b) of the Plan.
(v) “Fair
Market Value” means, on a given date: (i) if the Common Stock is listed on a national securities exchange, the closing
sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if
there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) if the Common Stock
is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last-sale basis, the average
between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding
date on which a sale was reported; or (iii) if the Common Stock is not listed on a national securities exchange or quoted in an
inter-dealer quotation system on a last-sale basis, the amount determined by the Committee in good faith to be the fair market value
of the Common Stock; provided, however, as to any Awards granted on or with a Date of Grant of the date of the pricing
of the Company’s initial public offering, “Fair Market Value” shall be equal to the per share price at which the Common
Stock is offered to the public in connection with such initial public offering.
(w) “GAAP”
has the meaning given to such term in Section 7(d) of the Plan.
(x) “Immediate
Family Members” has the meaning given to such term in Section 13(b) of the Plan.
(y) “Incentive
Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan.
(z) “Indemnifiable
Person” has the meaning given to such term in Section 4(e) of the Plan.
(aa) “Joint
Venture” means Change Healthcare LLC, a Delaware limited liability company.
(bb) “Joint
Venture LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC,
dated as of March 1, 2017.
(cc) “Non-Employee
Director” means a member of the Board who is not an employee of any member of the Company Group.
(dd) “Nonqualified
Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.
(ee) “Option”
means an Award granted under Section 7 of the Plan.
(ff) “Option
Period” has the meaning given to such term in Section 7(c) of the Plan.
(gg) “Other
Cash-Based Award” means an Award that is granted under Section 10 of the Plan that is denominated and/or payable in
cash.
(hh) “Other
Equity-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock
Unit that is granted under Section 10 of the Plan and is (i) payable by delivery of Common Stock and/or (ii) measured
by reference to the value of Common Stock.
(ii) “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to the Plan.
(jj) “Performance
Conditions” means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions
or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the
foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on the following measures: (i) net earnings,
net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes);
(iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net
operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital,
employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow,
free cash flow, or cash flow return on capital), which may be, but are not required to be, measured on a per share basis; (viii) actual
or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross
or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total
stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating
efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of
economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder
return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective
measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion
of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions
of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other
operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic
objectives; or (xxviii) any combination of the foregoing. Any one or more of the aforementioned Performance Conditions may be stated
as a percentage of another Performance Condition, or used on an absolute or relative basis to measure the performance of one or more
members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments,
or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee
may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies,
or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market
indices.
(kk) “Permitted
Transferee” has the meaning given to such term in Section 13(b) of the Plan.
(ll) “Person”
means any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).
(mm) “Plan”
means this Change Healthcare Inc. 2019 Omnibus Incentive Plan, as it may be amended and/or restated from time to time.
(nn) “Qualifying
Director” means a Person who is, with respect to actions intended to obtain an exemption from Section 16(b) of
the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3
under the Exchange Act.
(oo) “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions, including
vesting conditions.
(pp) “Restricted
Stock” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9
of the Plan.
(qq) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities, or other
property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously
employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(rr) “SAR
Period” has the meaning given to such term in Section 8(c) of the Plan.
(ss) “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of (or
rule promulgated under) the Securities Act shall be deemed to include any rules, regulations, or other interpretative guidance under
such section or rule, and any amendments or successor provisions to such section, rules, regulations, or guidance.
(tt) “Service
Recipient” means, with respect to a Participant holding a given Award, the member of the Company Group by which the original
recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides,
or following a Termination was most recently providing, services, as applicable.
(uu) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(vv) “Strike
Price” has the meaning given to such term in Section 8(b) of the Plan.
(ww) “Sub-Plans”
means any sub-plan to the Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of Awards
to employees of certain Designated Foreign Subsidiaries or otherwise outside the jurisdiction of the United States of America, with each
such Sub-Plan designed to comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub-Plan may be
designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit and
the other limits specified in Section 5(b) of the Plan shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.
(xx) “Subsidiary”
means, with respect to any specified Person:
(i) any
corporation, association, or other business entity of which more than 50% of the total voting power of shares of such entity’s
voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person (or a combination thereof); and
(ii) any
partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof)
of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
(yy) “Substitute
Awards” has the meaning given to such term in Section 5(e) of the Plan.
(zz) “Termination”
means the termination of a Participant’s employment or service, as applicable, with the Service Recipient for any reason (including
death or Disability).
3. Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of
the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided,
however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue
to apply to such Awards.
4. Administration.
(a) General.
The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at
the time such member takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided
by Rule 16b-3 promulgated under the Exchange Act, be a Qualifying Director. However, the fact that a Committee member shall fail
to qualify as a Qualifying Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the
Plan.
(b) Committee
Authority. Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in
addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by,
or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the
terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled in,
or exercised for, cash or shares of Common Stock, other securities, other Awards, or other property, or canceled, forfeited, or suspended
and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether,
to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards, or other property
and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of
the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in
the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive
any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan;
(ix) adopt Sub-Plans; and (x) make any other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.
(c) Delegation.
Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any Person or Persons
selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the
foregoing, the Committee may delegate to one or more officers of any member of the Company Group the authority to act on behalf of the
Committee with respect to any matter, right, obligation, or election which is the responsibility of, or which is allocated to, the Committee
herein, and which may be so delegated as a matter of law, except for grants of Awards to Non-Employee Directors. Notwithstanding the
foregoing in this Section 4(c), it is intended that any action under the Plan intended to qualify for an exemption provided by Rule 16b-3
promulgated under the Exchange Act related to Persons who are subject to Section 16 of the Exchange Act will be taken only by the
Board or by a committee or subcommittee of two or more Qualifying Directors. However, the fact that any member of such committee or subcommittee
shall fail to qualify as a Qualifying Director shall not invalidate any action that is otherwise valid under the Plan.
(d) Finality
of Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan, any Award or any Award Agreement shall be within the sole discretion of the Committee, may be made
at any time, and shall be final, conclusive, and binding upon all Persons, including, without limitation, any member of the Company Group,
any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.
(e) Indemnification.
No member of the Board, the Committee, or any employee or agent of any member of the Company Group (each such Person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan
or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified
and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be
imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit, or proceeding to which such
Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to
be taken or determination made with respect to the Plan or any Award hereunder and against and from any and all amounts paid by such
Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of
any judgment in any such action, suit, or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable
Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay
the amount of such advance if it shall ultimately be determined, as provided below, that the Indemnifiable Person is not entitled to
be indemnified); provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit,
or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense
with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person
to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable
Person determines that the acts, omissions, or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted
from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited
by law or by the organizational documents of any member of the Company Group. The foregoing right of indemnification shall not be exclusive
of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the organizational
documents of any member of the Company Group, as a matter of law, under an individual indemnification agreement or contract, or otherwise,
or any other power that the Company may have to indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.
(f) Board
Authority. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and
from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to
the applicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted.
In any such case, the Board shall have all the authority granted to the Committee under the Plan.
5. Grant
of Awards; Shares Subject to the Plan; Limitations.
(a) Grants.
The Committee may, from time to time, grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and
become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without
limitation, attainment of Performance Conditions.
(b) Share
Reserve and Limits. Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 11
of the Plan, no more than 25,000,000 shares of Common Stock (the “Absolute Share Limit”) shall be available
for Awards under the Plan; provided, however, that the Absolute Share Limit shall be automatically increased on the first
day of each fiscal year following the fiscal year in which the Effective Date falls in an amount equal to the least of (x) 15,000,000
shares of Common Stock, (y) 5% of the total number of shares of Common Stock outstanding on the last day of the immediately preceding
fiscal year (assuming that all Units held by MCK Members had been exchanged for an equal number of shares of Common Stock), and (z) a
lower number of shares of Common Stock as determined by the Board; (ii) subject to Section 11 of the Plan, no more than the
number of shares of Common Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive
Stock Options granted under the Plan; and (iii) during a single fiscal year, each Non-Employee Director, shall be granted a number
of shares of Common Stock subject to Awards, taken together with any cash fees paid to such Non-Employee Director during such fiscal
year, equal to (A) a total value of $1,000,000 (calculating the value of any such Awards based on the grant date fair value of such
Awards for financial reporting purposes) or (B) such lower amount as determined by the Board prior to the Date of Grant, either
as part of the Company’s Non-Employee Director compensation program or as otherwise determined by the Board in the event of
any change to such Non-Employee Director’s compensation program or for any particular period of service. To the extent the Board
makes a determination pursuant to clause (iii)(B) above with respect to any year of service, such determination shall in no event
be applicable to any subsequent year of service without a further determination by the Board in respect of any subsequent year of service.
(c) Share
Counting. Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated,
settled in cash, or otherwise is settled without issuance to the Participant of the full number of shares of Common Stock to which the
Award related, the unissued shares of Common Stock will again be available for grant under the Plan. Shares of Common Stock withheld
in payment of the Exercise Price, or taxes relating to an Award, and shares equal to the number of shares surrendered in payment of any
Exercise Price, or taxes relating to an Award, shall be deemed to constitute shares not issued to the Participant and shall be deemed
to again be available for Awards under the Plan; provided, however, that such shares shall not become available for issuance
hereunder if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan; or (ii) at
the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder
approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed.
(d) Source
of Shares. Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares of
Common Stock held in the treasury of the Company, shares of Common Stock purchased on the open market or by private purchase, or a combination
of the foregoing.
(e) Substitute
Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for,
outstanding Awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines
(“Substitute Awards”). Substitute Awards shall not be counted against the Absolute Share Limit; provided,
that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding Options intended to qualify as
“incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number
of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements,
available shares of Common Stock under a stockholder-approved plan of an entity directly or indirectly acquired by the Company or with
which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under
the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan.
6. Eligibility.
Participation in the Plan shall be limited to Eligible Persons.
7. Options.
(a) General.
Each Option granted under the Plan shall be evidenced by an Award Agreement, which agreement need not be the same for each Participant.
Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options
unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options
shall be granted only to Eligible Persons who are employees of a member of the Company Group, and no Incentive Stock Option shall be
granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an
Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder
approval requirements of Section 422(b)(1) of the Code; provided, that any Option intended to be an Incentive Stock
Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated
as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions
of such grant shall be subject to, and comply with, such rules as may be prescribed by Section 422 of the Code. If for any
reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then,
to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately
granted under the Plan.
(b) Exercise
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined
as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee who,
at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of any member
of the Company Group, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.
(c) Vesting
and Expiration; Termination.
(i) Options
shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee
including, without limitation, those set forth in Section 5(a) of the Plan; provided, however, that notwithstanding
any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and for
any reason. Options shall expire upon a date determined by the Committee, not to exceed ten years from the Date of Grant (the “Option
Period”); provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire
at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed
“blackout period”), then the Option Period shall be automatically extended until the 30th day following the expiration
of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five years from the Date of Grant in the
case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting
power of all classes of stock of any member of the Company Group.
(ii) Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination
by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a
Participant’s Termination due to death or Disability, or a Participant’s voluntary Termination on or after age 65 (a “Retirement”),
in each case, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding
vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); (C) a
Participant’s voluntary Termination, other than due to a Retirement, each outstanding unvested Option granted to such Participant
shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for 30 days thereafter (but in no
event beyond the expiration of the Option Period); and (D) a Participant’s Termination for any other reason, each outstanding
unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable
for 90 days thereafter (but in no event beyond the expiration of the Option Period).
(d) Method
of Exercise and Form of Payment. No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any
Federal, state, local, and non-U.S. income, employment, and any other applicable taxes required to be withheld. Options which have become
exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the
extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise
Price shall be payable: (i) in cash, check, cash equivalent, and/or shares of Common Stock valued at the Fair Market Value at the
time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a
sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided, that such shares
of Common Stock are not subject to any pledge or other security interest and have been held by the Participant for at least six months
(or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally
accepted accounting principles (“GAAP”)); or (ii) by such other method as the Committee may permit in
its sole discretion, including, without limitation (A) in other property having a fair market value on the date of exercise equal
to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted
“cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee)
a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option
and to deliver promptly to the Company an amount equal to the Exercise Price; or (C) a “net exercise” procedure effected
by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that is needed to pay the Exercise
Price. Any fractional shares of Common Stock shall be settled in cash.
(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall
notify the Company in writing immediately after the date the Participant makes a disqualifying disposition of any share of Common Stock
acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without
limitation, any sale) of such share of Common Stock before the later of (i) the date that is two years after the Date of Grant of
the Incentive Stock Option, or (ii) the date that is one year after the date of exercise of the Incentive Stock Option. The Company
may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the
applicable Participant, of any share of Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of
the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such
share of Common Stock.
(f) Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other applicable
law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations
of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.
8. Stock
Appreciation Rights.
(a) General.
Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set
forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award
Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent
of any Option.
(b) Strike
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”)
per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date
of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have
a Strike Price equal to the Exercise Price of the corresponding Option.
(c) Vesting
and Expiration; Termination.
(i) A
SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration
provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on
such date or dates or upon such event or events as determined by the Committee including, without limitation, those set forth in Section 5(a) of
the Plan; provided, however, that notwithstanding any such vesting dates or events, the Committee may, in its sole discretion,
accelerate the vesting of any SAR at any time and for any reason. SARs shall expire upon a date determined by the Committee, not to exceed
ten years from the Date of Grant (the “SAR Period”); provided, that if the SAR Period would expire at
a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed
“blackout period”), then the SAR Period shall be automatically extended until the 30th day following the expiration
of such prohibition.
(ii) Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination
by the Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a
Participant’s Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately
terminate and expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but in no event beyond the expiration
of the SAR Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested SAR granted to such
Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for 90 days thereafter (but
in no event beyond the expiration of the SAR Period).
(d) Method
of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company
in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.
(e) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that
is being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the Strike
Price, less an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes required to
be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof,
as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.
9. Restricted
Stock and Restricted Stock Units.
(a) General.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted
Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement.
(b) Stock
Certificates and Book-Entry Notation; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause
a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered
in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the
applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow
agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to
the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 13(a) of
the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow
agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the
restrictions set forth in this Section 9 and the applicable Award Agreement, a Participant generally shall have the rights and privileges
of a stockholder as to shares of Restricted Stock, including, without limitation, the right to vote such Restricted Stock. To the extent
shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to
the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further
obligation on the part of the Company. A Participant shall have no rights or privileges as a stockholder as to Restricted Stock Units.
(c) Vesting;
Termination.
(i) Restricted
Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates
or upon such event or events as determined by the Committee including, without limitation, those set forth in Section 5(a) of
the Plan; provided, however, that notwithstanding any such dates or events, the Committee may, in its sole discretion,
accelerate the vesting of any Restricted Stock or Restricted Stock Unit or the lapsing of any applicable Restricted Period at any time
and for any reason.
(ii) Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant’s Termination for
any reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested, (A) all
vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units, as applicable, shall cease and (B) unvested
shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the Participant for
no consideration as of the date of such Termination.
(d) Issuance
of Restricted Stock and Settlement of Restricted Stock Units.
(i) Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement.
If an escrow arrangement is used, upon such expiration the Company shall issue to the Participant or the Participant’s beneficiary,
without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted
Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full
share).
(ii) Unless
otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with respect to
any outstanding Restricted Stock Units, the Company shall issue to the Participant or the Participant’s beneficiary, without charge,
one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided,
however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part shares of Common Stock
in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units or (B) defer the issuance of shares of
Common Stock (or cash or part cash and part shares of Common Stock, as the case may be) beyond the expiration of the Restricted Period
if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of
issuing shares of Common Stock in respect of such Restricted Stock Units, the amount of such payment shall be equal to the Fair Market
Value per share of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units.
(e) Legends
on Restricted Stock. Each certificate, if any, or book entry representing Restricted Stock awarded under the Plan, if any, shall
bear a legend or book-entry notation substantially in the form of the following, in addition to any other information the Company deems
appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:
TRANSFER
OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE CHANGE HEALTHCARE INC. 2019 Omnibus
INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN CHANGE HEALTHCARE INC. AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD
AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CHANGE HEALTHCARE INC.
10. Other
Equity-Based Awards and Other Cash-Based Awards. The Committee may grant Other Equity-Based
Awards and Other Cash-Based Awards under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent
on such conditions as the Committee shall from time to time in its sole discretion determine including, without limitation, those set
forth in Section 5(a) of the Plan. Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award Agreement
and each Other Cash-Based Award granted under the Plan shall be evidenced in such form as the Committee may determine from time to time.
Each Other Equity-Based Award or Other Cash-Based Award, as applicable, so granted shall be subject to such conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement or other form evidencing such Award, including, without limitation,
those set forth in Section 13(c) of the Plan.
11. Changes
in Capital Structure and Similar Events. Notwithstanding any other provision in this Plan to
the contrary, the following provisions shall apply to all Awards granted hereunder (other than Other Cash-Based Awards):
(a) General.
In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares
of Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, split-off, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities of the Company, issuance
of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction
or event that affects the shares of Common Stock (including a Change in Control), or (ii) unusual or nonrecurring events affecting
the Company, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines, in its
sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants
(any event in (i) or (ii), an “Adjustment Event”), the Committee shall, in respect of any such Adjustment
Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of: (A) the Absolute Share
Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the
number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which
may be issued in respect of Awards or with respect to which Awards may be granted under the Plan or any Sub-Plan; and (C) the
terms of any outstanding Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the
Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate;
(II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicable performance measures; provided,
that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment
to outstanding Awards to reflect such equity restructuring. Any adjustment under this Section 11 shall be conclusive and binding
for all purposes.
(b) Adjustment
Events. Without limiting the foregoing, except as may otherwise be provided in an Award Agreement, in connection with any Adjustment
Event, the Committee may, in its sole discretion, provide for any one or more of the following:
(i) substitution
or assumption of Awards (or awards of an acquiring company), acceleration of the exercisability of, lapse of restrictions on, or termination
of Awards, or a period of time (which shall not be required to be more than ten days) for Participants to exercise outstanding Awards
prior to the occurrence of such event (and any such Award not so exercised shall terminate upon the occurrence of such event); and
(ii) subject
to any limitations or reductions as may be necessary to comply with Section 409A of the Code, cancellation of any one or more outstanding
Awards and payment to the holders of such Awards that are vested as of such cancellation (including, without limitation, any Awards that
would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee
in connection with such event) the value of such Awards, if any, as determined by the Committee (which value, if applicable, may be based
upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including, without
limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market
Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise
Price or Strike Price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per share Exercise Price
or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated
without any payment or consideration therefor), or, in the case of Restricted Stock, Restricted Stock Units, or Other Equity-Based
Awards that are not vested as of such cancellation, a cash payment or equity subject to deferred vesting and delivery consistent with
the vesting restrictions applicable to such Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards prior to cancellation,
or the underlying shares in respect thereof.
Payments to holders pursuant to clause (ii) above shall be made
in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property,
cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction
if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the
Award at such time (less any applicable Exercise Price or Strike Price).
(c) Other
Requirements. Prior to any payment or adjustment contemplated under this Section 11, the Committee may require a Participant
to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s
pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow
terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or reductions
as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably
determined by the Committee.
(d) Fractional
Shares. Any adjustment provided under this Section 11 may provide for the elimination of any fractional share that might otherwise
become subject to an Award.
(e) Binding
Effect. Any adjustment, substitution, determination of value or other action taken by the Committee under this Section 11 shall
be conclusive and binding for all purposes.
12. Amendments
and Termination.
(a) Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided, that no such amendment, alteration, suspension, discontinuance, or termination shall be made without stockholder
approval if: (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without
limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on
which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially
increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 11 of the Plan),
or (iii) it would materially modify the requirements for participation in the Plan; provided, further, that any such
amendment, alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant
or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected
Participant, holder, or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 12(b) of
the Plan without stockholder approval.
(b) Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of the Plan and any applicable Award Agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any Award theretofore granted
or the associated Award Agreement, prospectively or retroactively (including after a Participant’s Termination); provided,
that, other than pursuant to Section 11, any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination
that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval,
except as otherwise permitted under Section 11 of the Plan, (i) no amendment or modification may reduce the Exercise Price
of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with
a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater
than the intrinsic value (if any) of the canceled Option or SAR; and (iii) the Committee may not take any other action which is
considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation
system on which the securities of the Company are listed or quoted.
13. General.
(a) Award
Agreements. Each Award (other than an Other Cash-Based Award) under the Plan shall be evidenced by an Award Agreement, which shall
be delivered to the Participant to whom such Award was granted and shall specify the terms and conditions of the Award and any rules applicable
thereto, including, without limitation, the effect on such Award of the death, Disability, or Termination of a Participant, or of such
other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may be in any such form (written or
electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement,
a notice, a certificate, or a letter) evidencing the Award. The Committee need not require an Award Agreement to be signed by the Participant
or a duly authorized representative of the Company.
(b) Nontransferability.
(i) Each
Award shall be exercisable only by such Participant to whom such Award was granted during the Participant’s lifetime, or, if permissible
under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached,
sold, or otherwise transferred or encumbered by a Participant (unless such transfer is specifically required pursuant to a domestic relations
order or by applicable law) other than by will or by the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against any member of the Company Group; provided,
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance.
(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve
the purposes of the Plan, to: (A) any Person who is a “family member” of the Participant, as such term is used in the
instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities
and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit
of the Participant and the Participant’s Immediate Family Members; (C) a partnership or limited liability company whose only
partners or stockholders are the Participant and the Participant’s Immediate Family Members; or (D) a beneficiary to whom
donations are eligible to be treated as “charitable contributions” for federal income tax purposes (each transferee described
in clauses (A), (B), (C), and (D) above is hereinafter referred to as a “Permitted Transferee”); provided,
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the
Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
(iii) The
terms of any Award transferred in accordance with clause (ii) above shall apply to the Permitted Transferee and any reference in
the Plan or in any applicable Award Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that: (A) Permitted
Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted
Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate
form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent
with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) neither the Committee nor
the Company shall be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have
been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of a Participant’s Termination
under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including,
without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in the Plan and the applicable Award Agreement.
(c) Dividends
and Dividend Equivalents.
(i) The
Committee may, in its sole discretion, provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments
in respect of Awards in respect of the number of shares of Common Stock underlying the award prior to vesting, payable in cash, shares
of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may
be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding
of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock
or other Awards.
(ii) Without
limiting the foregoing, unless otherwise provided in the Award Agreement, any dividend otherwise payable in respect of any share of Restricted
Stock that remains subject to vesting conditions at the time of payment of such dividend shall be retained by the Company, remain subject
to the same vesting conditions as the share of Restricted Stock to which the dividend relates and shall be delivered (without interest)
to the Participant within 15 days following the date on which such restrictions on such Restricted Stock lapse (and the right to any
such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate).
(iii) To
the extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend
equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, in the sole discretion
of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, in the
sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined
by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as
the underlying Restricted Stock Units are settled following the date on which the Restricted Period lapses with respect to such Restricted
Stock Units, and if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments
(or interest thereon, if applicable).
(d) Tax
Withholding.
(i) A
Participant shall be required to pay to the Company or one or more of its Subsidiaries, as applicable, an amount in cash (by check or
wire transfer) equal to the aggregate amount of any income, employment, and/or other applicable taxes that are statutorily required to
be withheld in respect of an Award. Alternatively, the Company or any of its Subsidiaries may elect, in its sole discretion, to satisfy
this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant.
(ii) Without
limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to satisfy
all or any portion of the minimum income, employment, and/or other applicable taxes that are statutorily required to be withheld with
respect to an Award by: (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest)
that have been both held by the Participant and vested for at least six months (or such other period as established from time to time
by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market
Value equal to such minimum statutorily required withholding liability (or portion thereof); or (B) having the Company withhold
from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the
grant, exercise, vesting, or settlement of the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market
Value equal to an amount, subject to clause (iii) below, not in excess of such minimum statutorily required withholding liability
(or portion thereof).
(iii) The
Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow
Participants to satisfy, in whole or in part, any additional income, employment, and/or other applicable taxes payable by them with respect
to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would
otherwise be retained by, a Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, shares of Common
Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but
such withholding may in no event be in excess of the maximum statutory withholding amount(s) in a Participant’s relevant tax
jurisdictions).
(e) Data
Protection. By participating in the Plan or accepting any rights granted under it, each Participant consents to the collection and
processing of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise
their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about
participation in the Plan and shares offered or received, purchased, or sold under the Plan from time to time and other appropriate financial
and other data (such as the date on which the Awards were granted) about the Participant and the Participant’s participation in
the Plan.
(f) No
Claim to Awards; No Rights to Continued Employment of Service; Waiver. No employee of any member of the Company Group, or other Person,
shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the
same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly
situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the
employ or service of the Service Recipient or any other member of the Company Group, nor shall it be construed as giving any Participant
any rights to continued service on the Board. The Service Recipient or any other member of the Company Group may at any time dismiss
a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be
deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation
of the Award beyond the period provided under the Plan or any Award Agreement, except to the extent of any provision to the contrary
in any written employment contract or other agreement between the Service Recipient and/or any member of the Company Group and the Participant,
whether any such agreement is executed before, on, or after the Date of Grant.
(g) International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may, in its
sole discretion, amend the terms of the Plan and create or amend Sub-Plans or amend outstanding Awards with respect to such Participants
in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant
or any member of the Company Group.
(h) Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more Persons as the beneficiary
or beneficiaries, as applicable, who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the
Plan upon the Participant’s death. A Participant may, from time to time, revoke or change the Participant’s beneficiary designation
without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective
unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to
such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be the Participant’s
spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.
(i) Termination.
Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event: (i) neither
a temporary absence from employment or service due to illness, vacation, or leave of absence (including, without limitation, a call to
active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service
Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if
a Participant undergoes a Termination, but such Participant continues to provide services to the Company Group in a non-employee capacity,
such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee,
in the event that any Service Recipient ceases to be a member of the Company Group (by reason of sale, divestiture, spin-off, or other
similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute a Service
Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the
date of the consummation of such transaction.
(j) No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no Person shall be entitled
to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been
issued or delivered to such Person.
(k) Government
and Other Regulations.
(i) The
obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws,
rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of
any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering
to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant
to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company
has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant
to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be
under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan.
The Committee shall have the authority to provide that all shares of Common Stock or other securities of any member of the Company Group
issued under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under
the Plan, the applicable Award Agreement, the Federal securities laws, or the rules, regulations, and other requirements of the Securities
and Exchange Commission and any securities exchange or inter-dealer quotation system on which the securities of the Company are listed
or quoted, and any other applicable Federal, state, local, or non-U.S. laws, rules, regulations, and other requirements, and, without
limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing
shares of Common Stock or other securities of any member of the Company Group issued under the Plan to make appropriate reference to
such restrictions or may cause such Common Stock or other securities of any member of the Company Group issued under the Plan in book-entry
form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision
in the Plan to the contrary, the Committee reserves the right to add, at any time, any additional terms or provisions to any Award granted
under the Plan that the Committee, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal
requirements of any governmental entity to whose jurisdiction the Award is subject.
(ii) The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public
markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the
Company, and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable, or inadvisable. If the Committee
determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall, subject to any limitations or
reductions as may be necessary to comply with Section 409A of the Code: (A) pay to the Participant an amount equal to the excess
of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined
as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable), over (II) the
aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance
of shares of Common Stock (in the case of any other Award), with such amount being delivered to the Participant as soon as practicable
following the cancellation of such Award or portion thereof or (B) in the case of Restricted Stock, Restricted Stock Units, or Other
Equity-Based Awards, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the
vesting restrictions applicable to such Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards, or the underlying shares
in respect thereof.
(l) No
Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar
provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee
(or its designee in accordance with Section 4(c) of the Plan) in writing prior to the making of such election. If a Participant,
in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election
and the Participant makes the election, the Participant shall notify the Company of such election within ten days of filing notice of
the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant
to Section 83(b) of the Code or other applicable provision.
(m) Payments
to Persons Other Than Participants. If the Committee shall find that any Person to whom any amount is payable under the Plan is unable
to care for the Participant’s affairs because of illness or accident, or is a minor, or has died, then any payment due to such
Person or the Participant’s estate (unless a prior claim therefor has been made by a duly appointed legal representative) may,
if the Committee so directs the Company, be paid to the Participant’s spouse, child, relative, an institution maintaining or having
custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(n) Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of equity-based awards otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.
(o) No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between any member of the Company Group, on the one hand, and a Participant or other Person, on the other
hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan,
to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets,
nor shall the Company be obligated to maintain separate bank accounts, books, records, or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured
general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other service providers under general law.
(p) Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the
case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent
public accountant of any member of the Company Group and/or any other information furnished in connection with the Plan by any agent
of the Company or the Committee or the Board, other than himself or herself.
(q) Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance, or other benefit plan of the Company except as otherwise specifically provided in such other plan or
as required by applicable law.
(r) Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts
made and performed wholly within the State of Delaware, without giving effect to the conflict of laws’ provisions thereof. EACH
PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED
BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.
(s) Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed
or deemed stricken as to such jurisdiction, Person, or Award and the remainder of the Plan and any such Award shall remain in full force
and effect.
(t) Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation, or other reorganization of the Company, or upon any successor corporation or organization succeeding
to substantially all of the assets and business of the Company.
(u) Section 409A
of the Code.
(i) Notwithstanding
any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with Section 409A of the Code,
and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or
penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and
penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and penalties under
Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation
to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect
to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan
to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within
the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in
respect of any Award granted under the Plan is designated as a separate payment.
(ii) Notwithstanding
anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code
and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A
of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation
from service” or, if earlier, the date of the Participant’s death. Following any applicable six-month delay, all such delayed
payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business
day.
(iii) Unless
otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award
(that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) are accelerated upon
the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in
Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of
a substantial portion of the assets of a corporation pursuant to Section 409A of the Code or (B) a Disability, no such acceleration
shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the
Code.
(v) Clawback/Repayment.
All Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any
clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii) applicable
law. Further, unless otherwise determined by the Committee, to the extent that the Participant receives any amount in excess of the amount
that the Participant should otherwise have received under the terms of the Award for any reason (including, without limitation, by reason
of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such
excess amount to the Company.
(w) Detrimental
Activity. Notwithstanding anything to the contrary contained herein, if a Participant has engaged in any Detrimental Activity, as
determined by the Committee, the Committee may, in its sole discretion, provide for one or more of the following:
(i) cancellation
of any or all of such Participant’s outstanding Awards; or
(ii) forfeiture
by the Participant of any gain realized on the vesting or exercise of Awards, and repayment of any such gain promptly to the Company.
(x) Right
of Offset. The Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property
or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance
account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing,
automobile, or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee
otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award is “deferred
compensation” subject to Section 409A of the Code, the Committee will have no right to offset against its obligation to deliver
shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Participant
to the additional tax imposed under Section 409A of the Code in respect of an outstanding Award.
(y) Expenses;
Titles and Headings. The expenses of administering the Plan shall be borne by the Company Group. The titles and headings of the sections
in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or
headings, shall control.
