Appendix A2018 Equity Incentive Plan
shares of Common Stock, the gross number of shares subject to such Stock Appreciation Right shall be deemed delivered for purposes of determining the Share Pool and shall not be available for further Awards under
the Plan. Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options (or after May 3, 2018,
the exercise of options under a Prior Plan) shall not be available for Awards under the
Plan and shall not be added back to the Share Pool.
4.2
Individual Limits.
Subject to adjustment as
provided in Section 4.3, the following rules shall apply to Awards under the Plan:
(a) The maximum number of
Options and Stock Appreciation Rights that, in the aggregate, may be granted in any one fiscal year of the Company to any one Participant shall be 1,000,000
.
(b) The maximum number of shares of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units that are
stock denominated (
i.e.
, have a unit value based on Common Stock) and Other Awards that are stock denominated that may be granted, in the aggregate, in any one fiscal year of the Company to any one Participant shall be 500,000.
(c) The maximum aggregate payout (determined as of the end of the applicable Performance Period) under any Performance Share Units
that are not stock denominated and Other Awards that are not stock denominated and that are granted in any one fiscal year of the Corporation to any one Participant shall be $10,000,000.
The multipliers specified in subsections (a) through (g) of Section 4.1 shall not apply for purposes of applying the foregoing
limitations of this Section 4.2.
4.3
Adjustment of Shares.
If any change in corporate
capitalization, such as a stock split, reverse stock split, stock dividend, or any corporate transaction such as a reorganization, reclassification, merger or consolidation or separation, including a
spin-off,
of the Company or sale or other disposition by the Company of all or a portion of its assets, any other change in the Companys corporate structure, or any distribution to stockholders (other than an ordinary cash dividend) results in the
outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of shares or other securities of the Company, or for shares of stock or other securities of any
other corporation (or new, different or additional shares or other securities of the Company or of any other corporation being received by the holders of outstanding shares of Common Stock), or a material change in the value of the outstanding
shares of Common Stock as a result of the change, transaction or distribution, then the Committee shall make equitable adjustments, as it determines are necessary and appropriate to prevent the enlargement or dilution of benefits intended to be made
available under the Plan, in:
(a) the number and class of stock or other securities that comprise the Share Pool as set
forth in Section 4.1, including, without limitation, with respect to Incentive Stock Options;
(b) the limitations
on the aggregate number of shares of Common Stock that may be awarded to any one Participant under various Awards as set forth in Section 4.2;
(c) the number and class of stock or other securities subject to outstanding Awards, and which have not been issued or transferred under an outstanding Award;
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2018 Proxy Statement
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