any other terms or conditions as the Committee specifies in written agreements, which
shall govern the terms of each Award (and which need not be identical) (the Award Agreements). The Committee may condition Awards upon the Participants execution of Award Agreements, representations regarding resale, blank stock
powers, and any other documents that it may specify. Shares may be deposited together with stock powers with any escrow agent (including the Company) as specified by the Committee.
2.3 Performance Objectives - Performance Objectives may be expressed in terms
of performance criteria selected by the Committee, such as, but not limited to, (a) earnings per share, (b) Stock prices, (c) net income, (d) pre-tax income, (e) operating income,
(f) return on equity or assets, (g) economic value added, (h) sales, (i) cash flow from operating activities, (j) working capital, (k) productivity ratios, (l) expense targets, (m) cost containment or reduction,
(n) market share, (o) completion of acquisitions of businesses or companies, (p) completion of divestitures and asset sales, (q) completion of business relocation activities, (r) other financial objectives, or (s) any
combination of the foregoing, with respect to the Company, any of its subsidiaries, any of its divisions or any combination thereof. Performance Objectives may be absolute or relative (to prior performance of the Company or to the performance of one
or more other entities or external indices) and may be expressed in terms of a progression within a specified range.
The
Committee may also determine that any evaluation of performance may exclude charges, credits or revenues related to an event or occurrence which the Committee determines should appropriately be excluded, including, without limitation,
(a) restructurings, discontinued operations, reserves or allowances for loan losses, extraordinary items, and other unusual or non-recurring revenues or charges, credits, (b) an event either not
directly related to the operations of the Company or not within the reasonable control of the Companys management, or (c) the cumulative effects of or accounting changes in accordance with U.S. generally accepted accounting principles or
tax changes.
2.4 Amendments and Approvals - The Committee, at its discretion,
may amend the Plan, its interpretations or any Award, or any Award Agreement related thereto, at any time, subject to applicable Rules. With respect to any amendment, action or approval hereunder, the Committee may require the approval of any other
persons or entities, pursuant to applicable Rules.
2.5 Delegation - The
Committee may delegate any portion of their responsibilities and powers to one or more persons selected by them, subject to applicable Rules. Such delegation may be revoked by the Committee at any time.
Article III. Stock Subject to Plan
3.1 Limit on Shares - The Committee shall limit Awards in the aggregate to an aggregate maximum amount
(Cap) of: (a) total shares of the Companys $.01 par value common stock (Common Stock), and (b) total shares of any other classes of the Companys then authorized common stock as are determined by the
Committee to be no more dilutive than the Common Stock (collectively, the Shares or, individually, the Stock); and no more than 50% of all Awards shall be ISOs. Upon the Effective Date, such Cap shall be Three Million
(3,000,000) Shares, plus the number of Shares that remain outstanding and available for issuance under the Companys 2015 Plan as of its expiration (including any Shares that have become available as a result of forfeitures of Awards
under the Companys 2015 Plan prior to its expiration) as calculated pursuant to Section 3.2. Otherwise the Cap shall be increased only: (x) if approved by a majority of the Companys stockholders, (y) pursuant to Article
VI, or (z) if approved by the Committee to replace any acquired business equity plan with an appropriate number of additional Shares, pursuant to applicable Rules.
3.2 Share Usage and Unvested Shares - Each Award shall be counted, as of the grant date, against the limit set forth in Section 3.1 as one Share for
every one Share subject to an Award. Awards granted in substitution for awards held by employees of a business entity acquired by the Company (a Substitute Award) shall not count against the Shares available for issuance under the Plan.
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