(g) Change in Control means a Change in
Control as defined in Section 9(b) of the Plan.
(h) Code means the Internal Revenue
Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.
(i) Committee means a committee of the Board designated and empowered by the Board to
administer the Plan; provided, however, that if the Board fails to designate and empower such a committee or if there are no longer any members on the committee so designated by the Board, or for any other reason determined by the Board, then the
Board shall serve as the Committee. While it is intended that the Committee shall consist of at least two directors, each of whom shall be (i) a non-employee director within the meaning of Rule
16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by non-employee directors is not then required in order for
exemptions under Rule 16b-3 to apply to transactions under the Plan, and (ii) Independent, the failure of the Committee to be so comprised shall not invalidate any Award that otherwise satisfies
the terms of the Plan.
(j) Company means Watsco, Inc., a Florida corporation, and any
successor thereto.
(k) Consultant means any consultant or advisor who provides services
to the Company or any Related Entity, so long as (i) such person renders bona fide services that are not in connection with the offer and sale of the Companys securities in a capital-raising transaction, (ii) such person does not
directly or indirectly promote or maintain a market for the Companys securities, and (iii) the identity of such person would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on
either the exemption from registration provided by Rule 701 under the Securities Act of 1933 or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act of 1933.
(l) Continuous Service means the uninterrupted provision of services to the Company or any
Related Entity in any capacity of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company,
any Related Entities, or any successor entities, in any capacity of Employee, Director, Consultant or other service provider, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in
any capacity of Employee, Director, Consultant or other service provider (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.
(m) Director means a member of the Board or the board of directors of any Related Entity.
(n) Disability means a permanent and total disability (within the meaning of
Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee.
(o)
Dividend Equivalent means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of
Shares, or other periodic payments.
(p) Effective Date means the effective date of the
Plan, which shall be June 7, 2021.
(q) Eligible Person means each officer,
Director, Employee, Consultant and other person who provides services to the Company or any Related Entity. The foregoing notwithstanding, only Employees of the Company, or any parent corporation or subsidiary corporation of the Company (as those
terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons for purposes of receiving any Incentive Stock Options. An Employee on leave of absence may, in the discretion of the Committee, be considered as
still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.
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