Exhibit 10.6
VYLORINC.
2026OMNIBUSINCENTIVEPLAN
Section1.Purpose ofPlan.
The name of the Plan is the Vylor Inc. 2026 Omnibus Incentive Plan. The purposes of the Plan are to (a) provide an additional incentive to selected employees, directors, independentcontractorsandconsultantsof theCompanyor itsAffiliateswhosecontributionsare essential to the growth and success of the Company, (b) strengthen the commitment of such individuals to the Company and its Affiliates, (c) motivate those individuals to faithfully and diligently perform their responsibilities and (d) attract and retain competent and dedicated individualswhoseeffortswillresultinthelong-termgrowthandprofitabilityof theCompany.In addition, thePlan permits the issuance of Conversion Awards in substitution of certainincentive awards that covered shares of Corteva Inc. immediately before the Separation. To accomplish these various purposes, the Plan provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares, Restricted Stock Units, Other Share-Based Awards, Conversion Awards, Cash Awards or any combination of the foregoing.
Section2. Definitions.
ForpurposesofthePlan,thefollowingcapitalizedtermsshall bedefined asset
forthbelow:
(a)
“Administrator”meanstheBoard,or,ifand totheextent theBoard doesnot administerthePlan,theCommittee.
(b)
“Affiliate”meansaPersonthatdirectly, or indirectlythroughoneormore intermediaries, controls, or is controlled by, or is under common control with, the Person specified as of any date of determination.
(c)
“Applicable Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities laws, including the Code, any stock exchangeor quotationsystemonwhichtheCommonStockislistedor quotedandtheapplicable laws of any other country or jurisdiction where Awards are granted under the Plan, all as are in effect from time to time.
(d)
“Award” means any Option, Share Appreciation Right, Restricted Share, RestrictedStockUnit,OtherShare-BasedAward,ConversionAwardorCashAwardgranted under the Plan.
(e)
“Award Agreement” means any written notice, agreement, contract or other instrument ordocument evidencing an Award, including throughelectronic medium, whichshall containsuchtermsandconditionswithrespecttoanAwardastheAdministrator shalldetermine, consistent with the Plan.For purposes of Awards granted to Participants outside of the United States, the Award Agreement may include a country addendum that reflects additional or alternative terms and conditions that apply to theAward based upon the Participant’s country of residence (and country of employment, if different).
(f)
“BeneficialOwner”(or anyvariantthereof)hasthemeaningdefinedin Rule 13d-3 under the Exchange Act.
(g)
“Board”meanstheBoardofDirectorsofthe Company.
(h)
“Bylaws”meanthebylawsoftheCompany,asmaybeamendedand/or restated from time to time.
(i)
“Cash Award” means cash awarded under Section 12, including cash awarded asabonusor upontheattainmentof performancegoalsor otherwiseaspermittedunderthePlan.
(j)
“Cause” has the meaning assigned to such term or an analogous term in any individual service, employment or severance agreement or Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Cause” or an analogousterm, then“Cause” means(i) the conviction, guilty plea or plea of “nocontest” by the Participant toany felonyora crimeinvolvingmoral turpitude or theParticipant’s commission of any other act or omission involving dishonesty or fraud, (ii) the substantial and repeated failure of the Participant to perform duties of the office held by the Participant, (iii) the Participant’s gross negligence, willful misconduct or breach of fiduciary duty with respect to the Company or any of its Affiliates, (iv) any breach by the Participant of any restrictive covenants to which the Participantissubject,(v)theParticipant’sengagementinanyconductwhichisor canreasonably be expected to be materially detrimental or injurious to the business or reputation of the Company or its Affiliates; and/or (vi) such other meaning as determined under the Applicable Laws of the jurisdiction(s) in which the Participant performs services on behalf of the Company or any of itsAffiliates.Any voluntaryterminationof employment or servicebytheParticipant in anticipation of an involuntary termination of the Participant’s employment or service, as applicable, for Cause shall be deemed to be a termination for Cause.
(k)
“Change in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution(whetherintheformof cash, CommonStockorotherproperty),stocksplit,reverse stock split, share subdivision or consolidation, (iii) combination or exchange of shares or (iv) other changeincorporatestructure,which, inanysuchcase, theAdministratordetermines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 is appropriate.
(l)
“ChangeinControl”meansthefirstoccurrenceofaneventsetforthinanyone of the following paragraphs following the Effective Date:
(1)
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in thesecurities Beneficially Owned by such Person which were acquired directly from theCompany or any Affiliate thereof)representing more than thirtypercent(30%)of thecombinedvotingpowerof theCompany’sthenoutstandingsecurities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or
(2)
the date on which individuals who constitute the Board as of the EffectiveDateandanynewdirector(otherthanadirector whoseinitialassumptionof officeisin connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directorsthen still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended cease for any reason to constitutea majority of the number of directors serving on the Board; or
(3)
there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity, other than (i) a merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, more than fifty percent(50%)ofthecombinedvotingpowerof thesecuritiesof theCompanyor suchsurvivingentityor anyparentthereofoutstandingimmediatelyaftersuchmerger or consolidationand(B)following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is then a Subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securitiesBeneficiallyOwnedbysuchPersonanysecuritiesacquireddirectlyfromtheCompany or its Affiliates)representing morethan fifty percent (50%) of the combined votingpower of the Company’s then outstanding securities; or
(4)
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or thereis consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned bystockholders of theCompanyfollowing thecompletion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets immediatelyfollowingwhichtheindividualswhocomprisetheBoardimmediatelypriorthereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.
Notwithstanding the foregoing, (i) the Separation shall not constitute aChange in Control, (ii) a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of Common Stock immediately prior to such transaction or series of transactions continue to have substantiallythesameproportionateownershipinanentitywhichownsallorsubstantiallyallof the assets of the Company immediately following such transaction or series of transactions and (iii) to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respectto any Award that constitutes deferred compensation under Section 409A of the Code only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code. For purposes of this definition of Change in Control, the term “Person” shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) acorporationowned,directlyor indirectly, bythestockholdersoftheCompany in substantially the same proportions as their ownership of shares of the Company.
(m)
“Code”meanstheInternalRevenueCodeof1986,asamendedfromtimeto time.
(n)
“Committee”meansany committeeorsubcommitteetheBoardmay appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaningof Rule16b-3andanyotherqualificationsrequiredbytheapplicablestockexchangeon which the Common Stock is traded.
(o)
“CommonStock”meansthecommonstockoftheCompany,havingapar value of $0.01 per share.
(p)
“Company” means Vylor Inc., a Delaware corporation (or any successor company, exceptastheterm“Company”isusedinthedefinitionof“ChangeinControl”above).
(q)
“ConversionAward”shallhavethemeaning set forthinSection 10.
“Disability” has the meaning assigned to such term or an analogous term in any individual service, employment orseverance agreement orAward Agreement withthe Participant or, if no such agreement exists or if such agreement does not define “Disability” or an analogous term, then “Disability” means (i) that a Participant, as determined by the Administrator in its sole discretion, (A)isunable toengage inany substantial gainful activitybyreason of anymedically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous periodof notless than twelve (12) months, or (B) is, byreason of anymedicallydeterminablephysicalormentalimpairmentwhichcanbeexpectedtoresultin death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accidentandhealthplancoveringemployeesoftheCompanyor anAffiliatethereof;or(ii) such other meaning as determined under the Applicable Laws of the jurisdiction(s) in which the Participant performs services on behalf of the Company or any of its Affiliates.
(r)
“EffectiveDate”hasthemeaningset forth inSection 19.
(s)
“EligibleRecipient”meansan employee,director,independent contractor or natural person consultant of the Company or anyAffiliate whohas been selected as an eligible participantbytheAdministrator;provided, however, totheextentrequiredtoavoidaccelerated taxationand/or taxpenaltiesunder Section409Aof theCode,anEligibleRecipientof anOption or a Stock Appreciation Right means an employee, non-employee director, independent contractor or consultant of the Company or any Affiliate with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.
(t)
“EmployeeMattersAgreement”hasthemeaningset forthinSection10.
(u)
“ExchangeAct”meanstheSecuritiesExchangeActof1934,asamended from time to time.
(v)
“Exempt Award” meansthefollowing:
(1)
AConversion Award.
(2)
An Award grantedin assumption of, or insubstitution for, outstanding awardspreviouslygrantedbyacorporationorother entityacquiredbytheCompanyoranyofits Affiliates or with which the Company or any of its Affiliates combines by merger or otherwise. The terms and conditions of any such Awards may vary from the terms and conditions set forth in the Plan to the extent the Administrator at the time of grant may deem appropriate, subject to Applicable Laws.
(3)
An “employment inducement” award as described in the applicable stock exchange listing manual or rules as may be granted under thePlanfromtime totime.The terms and conditions of any “employment inducement” award may vary from the terms and conditionssetforthinthePlantosuchextentastheAdministrator atthetimeofgrantmaydeem appropriate, subject to Applicable Laws.
(4)
An award that an Eligible Recipient purchases at Fair Market Value (includingawardsthatanEligibleRecipientelectstoreceiveinlieuoffullyvestedcompensation thatisotherwisedue)whether ornottheSharesaredeliveredimmediatelyor onadeferredbasis.
(w)
ExercisePrice”means,(i)withrespecttoanyOption,theper-sharepriceat which a holder of such Optionmay purchase Shares issuable upon exercise of such Award and (ii) withrespecttoaShareAppreciationRight, thebasepriceper shareof suchShare Appreciation Right.
(x)
“Fair Market Value” of a share of Common Stock or another security as of a particular date means the fair market value as determined by the Administrator in its sole discretion; provided, that, (i) if the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock on such exchange, or (ii) if the Common Stockor other securityisthentradedinanover-the-counter market, thefairmarketvalueonany date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding date on which there was a sale of such share in such market.
(y)
“FreeStanding Rights”hasthemeaningset forthin Section8.
(z)
“Good Reason” has the meaning assigned to such term or an analogous term in any individual service, employment or severance agreement or Award Agreement with the Participantor, if nosuchagreementexistsorif suchagreementdoesnotdefine“GoodReason” or an analogous term, then “Good Reason” shall mean (i) a material diminution in the Participant’sbasecompensation,(ii)amaterialdiminutionintheParticipant’sauthority,duties, or responsibilities, or (iii) a material change in thegeographic location at whichthe Participant must perform his/her services for the Company.
(aa)
“IncentiveCompensation”meansannualcashbonusandanyAward.
(bb)
“ISO”meansanOptionintendedtobeanddesignatedasan“incentivestock option” within the meaning of Section 422 of the Code.
(cc)
“NonqualifiedStockOption”meansanOptionthatisnotdesignatedorthat otherwise does not qualify as an ISO.
(dd)
“Option” means an option to purchase shares of Common Stock granted pursuanttoSection7.Theterm“Option”asusedinthePlanincludestheterms“Nonqualified Stock Option” and “ISO.”
(ee)
“OtherShare-BasedAward”meansarightorotherinterestgrantedpursuant to Section 11that maybedenominated or payablein, valued inwholeor inpartby referenceto, or otherwise based on or related to, Common Stock, including without limitation unrestricted Shares, dividend equivalents or performance units, each of which may be subject to the attainmentofperformancegoalsoraperiodofcontinuedprovisionofserviceoremploymentor other terms or conditions as permitted under the Plan.
(ff)
“Participant”meansanyEligibleRecipientwhohasbeengrantedanAward by the Administrator, pursuant to the Administrator’s authority provided for in Section 3.For the sake of clarity, upon the death of a Participant, “Participant” includes the Participant’s successors, heirs, executors and administrators, as the case may be.
(gg)
“Person” shall (except as provided inthe definitionof “Change inControl” above) havethemeaninggiveninSection3(a)(9)of theExchangeAct,asmodifiedandusedin Sections 13(d) and 14(d) thereof.
(hh)
“Plan” meansthis2026OmnibusIncentivePlan,asamendedfromtimeto time.
(ii)
“Related Rights” has the meaning set forth in Section 8.
(jj)
“RestrictedPeriod”hasthemeaningsetforthinSection9.
(kk)
“Restricted Share”meansa Sharegrantedpursuant toSection9 subjectto certainrestrictionsthatlapseattheendof aspecifiedperiod(or periods) oftimeand/or upon attainment of specified performance objectives.
(ll)
“Restricted Stock Unit” means the right granted pursuant to Section 9 to receiveaShare(orthecashvaluethereof) attheendof aspecifiedrestrictedperiod(or periods) of time and/or upon attainment of specified performance objectives.
(mm)
“Rule 16b-3”hasthe meaningset forthinSection3(a).
(nn)
“SecuritiesAct”meanstheSecuritiesAct of1933,asamended fromtimeto time.
(oo)
“Separation” meanstheseparationoftheCompanyfromCorteva,Inc. pursuantto whichtheCompany becameaseparatepublicly traded company.
(pp)
“Share Appreciation Right” means a right granted pursuant to Section 8 to receive an amount equal to the excess, if any, of (i) the aggregate Fair Market Value, as of the datesuchAwardor portionthereofissurrendered,of theSharescoveredbysuchAwardorsuch portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.
(qq)
“Shares” means Common Stock reserved for issuance under the Plan, as adjustedpursuanttothePlan,andanysuccessor(pursuanttoamerger,consolidationorother reorganization) security.
(rr)
“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directlyorindirectly, morethan50% of thevotingsharesor other similarinterestsorasole general partner interest or managing member or similar interest of such other Person.
(ss)
“Transfer”hasthemeaningset forth inSection17.
Section3. Administration.
(a)
ThePlanshallbeadministeredbytheAdministrator andshallbeadministered, to the extent applicable, in accordance with Rule 16b-3 under the Exchange Act (“Rule 16b-3”). To the extent permitted by Applicable Laws, the Administrator may delegate, subject to such limitations as it may provide, some or all of its power and authority under the Plan to one ormore of its members or to one or more officers of the Company, or to one or more agents or advisors, or a combination thereof, and the Administrator or any individuals to whom it has delegated duties or powers may employ one or more individuals to render advice with respect to any responsibility that the Administrator or such individuals may have under the Plan.
(b)
PursuanttothetermsofthePlan,theAdministrator, subject,inthecaseof any Committee, to anyrestrictionsonthe authority delegated to it bythe Board, shall have thepower and authority, without limitation:
(1)
toselect thoseEligibleRecipientswho shall beParticipants;
(2)
to determine whether and to what extent Options, Share Appreciation Rights,RestrictedShares,RestrictedStockUnits,CashAwards,OtherShare-BasedAwardsora combination of any of the foregoing, are to be granted hereunder to Participants;
(3)
todeterminethenumberofSharesto becoveredby eachAward grantedhereunder;
(4)
todeterminethetermsand conditions,notinconsistentwith theterms of the Plan, of each Award granted hereunder (including without limitation (i) the restrictions applicable to Restricted Shares or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Shares or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) theExercise Price ofeach Option and each Share Appreciation Right or the purchase price of any other Award, (iv) the vesting schedule and terms applicable to each Award, (v) the number of Shares or amount of cash or other propertysubjecttoeachAwardand(vi) subjecttotherequirementsofSection409Aofthe Code(to theextentapplicable),amendmentsto thetermsand conditionsof outstandingAwards, including without limitation extending the exercise period of such Awards and accelerating the vesting and/or payment schedules of such Awards; provided, however, that such acceleration may only occur in the event of the Participant’s death or Disability).
(5)
todeterminethetermsandconditions, notinconsistentwiththeterms of the Plan, which shall govern all written instruments evidencing Awards;
(6)
todetermineFairMarket Valuein accordancewiththetermsofthe Plan;
(7)
todeterminethedurationand purpose ofleavesofabsencewhichmay begrantedtoaParticipantwithoutconstitutingterminationoftheParticipant’sserviceor employment for purposes of Awards granted under the Plan;
(8)
toadopt,alterandrepealsuchadministrativerules,regulations, guidelines and practices governing thePlan as it shall from timeto timedeem advisable;
(9)
to construe and interpret the terms and provisions of, and supply or correctomissionsin, thePlanandanyAwardissuedunder thePlan(andanyAwardAgreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan; and
(10)
toadoptsub-plans,appendixes,specialtermsandadministrative proceduresforParticipantsoutsidetheUnitedStates, andtodeterminewhichAffiliatesand Eligible Recipients are covered by such arrangements;
(11)
to grant or modify AwardsforParticipantsoutsidetheUnited States ontermsthatdifferfromthePlanwhentheAdministrator determines,initssolediscretion, that such terms are necessary or advisable to comply with Applicable Laws, obtain favorable tax treatment, address local payroll or regulatory requirements or further the purposes of the Plan; and
(12)
to take any action before or after an Award is granted that the Administrator determinestobenecessaryor advisabletoobtainlocalregulatoryapprovalsor exemptionsor tocomplywithApplicableLawsapplicabletoParticipantsoutsidetheUnited States.
(c)
Subject to Section 5, the Administrator shall not have the authority to reprice or cancelandregrantanyAwardatalower exercise, baseor purchasepriceorcancelanyAward with an exercise, base or purchase price of less than Fair Market Value in exchange for cash, property or other Awards without first obtaining the approval of the Company’s shareholders.
(d)
AlldecisionsmadebytheAdministratorpursuanttotheprovisionsofthePlan shall be final, conclusive and binding on all Persons, including the Company and theParticipants.
(e)
TheexpensesofadministeringthePlan shallbebornebytheCompany andits Affiliates.
(f)
If atany timeorto anyextenttheBoardshall not administerthePlan,thenthe functionsof theAdministratorspecifiedinthePlanshallbeexercisedbytheCommittee.Except as otherwise provided in the Certificate of Incorporation or Bylaws of the Company or any applicable Committee charter,any action of theCommittee withrespect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or by unanimous written consent of the Committee’s members.
Section 4.SharesReserved forIssuanceUnderthePlan.
(a)
SubjecttoSection5,thenumberofsharesof CommonStockthatarereserved and available for issuance pursuant to Awards granted under the Plan shall be equal to 40,000,000shares; providedthatshares of Common Stock issued under thePlan with respect to an Exempt Award shall not count against such share limit.
(b)
Shares issued under the Plan may, in whole or in part, be authorized but unissued Sharesor Sharesthat shall havebeen ormay bereacquired bytheCompany intheopen market, in private transactions or otherwise. If an Award entitles the Participant to receive or purchase Shares, the number of Shares covered bysuch Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. If any Shares subject to an Award (other than an Exempt Award) areforfeited, cancelled,
exchanged or surrendered or if an Award (other than an Exempt Award) otherwise terminates or expires without a distribution of shares to the Participant, the Shares with respect to such Awardshall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for granting Awardsunder thePlan. Notwithstandingtheforegoing, exceptwithrespecttoanExemptAward, Shares surrendered or withheld as payment of either the Exercise Price of an Award (including Shares underlying a Share Appreciation Right that are retained by the Company to account for the Exercise Price of such Share Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available for grant under the Plan.In addition, (i) to the extent an Award (other than an Exempt Award) is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) sharesof CommonStockunderlyingAwardsthatcanonlybesettledincashshallnotbecounted against the aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise of anyAward granted intandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised.
(c)
AllSharesavailableforissuanceunderthePlanmaybeissuedpursuanttothe exercise of ISOs.
(d)
Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based Awards and Conversion Awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) substitute Awards granted in connection with awards that are assumed, converted or substituted pursuanttoamerger,acquisitionorsimilar transactionenteredintobytheCompanyoranyofits Subsidiaries, (ii) Shares delivered in lieu of fully vested cash Awards, (iii) Awards to non-employee directors that vest onearlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Administrator may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the PlanpursuanttoSection4(a)(subjecttoadjustmentunder Section5);and,provided,further,that the foregoing restriction does not apply to the Administrator’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, in the terms of the Award Agreement or otherwise.
Section5. EquitableAdjustments.
In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number and kind of securities reserved for issuance under the Plan pursuant to Section 4, (ii) the kind, number of securities, and the Exercise Price subject to outstanding Options and Share Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price of Shares or other securities or the amount of cash or amount or type of other property subject to outstanding Restricted Shares, Restricted Stock Units or Other Share-Based Awards granted under the Plan; and/or (iv) the terms and conditions of any outstanding Awards (including without limitation any applicable performance targets or criteria with respect thereto); provided, however, that any fractional shares resulting from the adjustment shall be eliminated.Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its solediscretion, butsubjectinalleventstotherequirementsof Section409Aof theCode,for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market Value of the Shares, cash or
other property covered bysuch Award, reduced by the aggregate Exercise Price or purchase price thereof, if any; provided, however, thatif theExercise Price or purchase price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the Participant.Further, without limiting the generality of the foregoing, with respect to Awards subject to non-United States laws, adjustments made hereunder shall be made in compliance with applicable requirements.
Except to the extent determined by the Administrator, any adjustments to ISOs under this Section 5 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of theCode.TheAdministrator’sdeterminationspursuant to thisSection 5 shall be final, binding and conclusive.The Administrator is further authorized to make adjustmentsinthetermsandconditionsof, andthecriteriaincludedin,Awardsinrecognitionof unusual or infrequent events(includingwithoutlimitation theeventsdescribed inthisSection 5) affecting the Company or the financial statements of the Company, or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
Section6. Eligibility.
The Participants in the Plan shall be selected from time to time by the Administrator,initssolediscretion,fromthoseindividualsthatqualifyasEligibleRecipients.
Section7. Options.
(a)
General.Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs.Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, initssolediscretion,including, amongother things,theExercisePriceof theOption, the term of the Option and provisions regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option).The provisions of each Optionneed not bethe same with respect to each Participant.More thanone Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall containsuch additional termsand conditions, notinconsistent with theterms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement.
(b)
Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but in noevent shall the exercise price of an Option be less than one hundred percent (100%) of the Fair MarketValueof ashareof CommonStockonthedateof grant(exclusiveofConversionAwards and any substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries).
(c)
Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date such Optionisgranted.EachOption’stermissubjecttoearlier expirationpursuanttotheapplicable provisions in the Plan and the Award Agreement.
(d)
Exercisability. Each Option shall be exercisable at such time or times and subjecttosuchtermsandconditions,includingtheattainmentofperformancegoals, asshallbe
determinedbytheAdministratorintheapplicableAwardAgreement.TheAdministrator may also provide that any Option shall be exercisable only in installments.
(e)
Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determinedby the Administrator. As determined by the Administrator,initssolediscretion, withrespecttoanyOptionor categoryofOptions, payment in whole or in part mayalso be made(i) bymeansof consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted by Applicable Laws or (iv) any combination of the foregoing.
(f)
ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative proceduresestablished by the Administrator from time totime inaccordance with thePlan.ISOsmaybegrantedonlytoanemployeeof theCompany, its“parentcorporation”(as such term is defined in Section 424(e) of the Code), if any, or a Subsidiary of the Company.
(1)
ISO Grants to 10% Stockholders.Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares representing more than ten percent(10%) of the votingpower of allclasses of shares of theCompany, its “parent corporation” (as such term is defined in Section 424(e) of the Code), if any, or a Subsidiary of theCompany, theterm of theISOshall not exceedfive(5) yearsfromthetimeofgrantof such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.
(2)
$100,000 Per Year Limitation For ISOs.To the extent the aggregate Fair MarketValue(determinedonthedateof grant) oftheSharesforwhichISOsareexercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.
(3)
Disqualifying Dispositions.Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant makes a “disqualifying disposition” of any Share acquiredpursuant to the exercise of such ISO.A “disqualifyingdisposition”isanydisposition(includinganysale) ofsuchSharesbeforethelater of (i) two years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Shares by exercising the ISO.The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant 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 Shares.
(g)
Rights as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the SharessubjecttoanOptionuntiltheParticipanthasgivenwrittennoticeoftheexercisethereof, and has paid in full for such Shares and has satisfied the requirements of Section 16.
(h)
Termination of Employment or Service. Treatment of an Option upon terminationofemploymentof aParticipantshallbeprovidedfor bytheAdministrator inthe Award Agreement.
(i)
Other Change in Employment or Service Status. An Option shall be affected, bothwithregardtovestingscheduleandtermination, byleavesof absence, includingunpaidand unprotected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a Participant, as and to the extent determined in the discretion of the Administrator.
Section8.Share AppreciationRights.
(a)
General. Share Appreciation Rights may be granted either alone (“FreeStanding Rights”) or in conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the timeof thegrant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Share Appreciation Rights shall be made.Each Participant who is granted a Share Appreciation Right shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, amongother things, thenumber of Sharestobeawarded,theExercisePriceperShare, andallotherconditionsofShareAppreciationRights.Notwithstandingtheforegoing,noRelated Right may be granted for more Shares than are subject to the Option to which it relates. The provisions of Share Appreciation Rights need not be the same with respect to each Participant. Share Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.
(b)
Awards;RightsasStockholder.AParticipantshallhavenorightstodividends or any other rights of a stockholder with respect to the shares of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 16.
(c)
Exercise Price. The Exercise Price of Shares purchasable under a Share AppreciationRightsshallbedeterminedbytheAdministrator initssolediscretionatthetimeof grant, but in no event shall the exercise price of a Share Appreciation Rights be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant(exclusive of Conversion Awards and any substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries).
(d)
Exercisability.
(1)
Share Appreciation Rights that are Free Standing Rights shall be exercisableatsuchtimeortimesandsubjecttosuchtermsandconditionsasshallbedetermined by the Administrator in the applicable Award Agreement.
(2)
ShareAppreciationRightsthatareRelatedRightsshallbeexercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 and this Section 8.
(e)
Payment UponExercise.
(1)
Upon the exercise of a Free Standing Right, the Participant shall be entitled toreceive up to, butnot more than,thatnumber ofSharesequal invalue tothe excessof theFair MarketValueasofthedateofexerciseover theExercisePricepersharespecifiedinthe Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised.
(2)
A Related Right may be exercised bya Participantby surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled toreceive up to, butnotmore than, thatnumber ofShares equal invalue tothe excess of theFair MarketValueasof thedateofexerciseover theExercisePricespecifiedintherelated Option multiplied by the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.
(3)
Notwithstandingtheforegoing,theAdministratormaydetermineto settletheexerciseof aShareAppreciationRight incash (or inany combinationofSharesand cash).
(f)
TerminationofEmploymentorService.Treatmentof aShareAppreciation Right upon termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.
(g)
Term.
(1)
The term of each Free Standing Right shall be fixed by the Administrator,butnoFreeStandingRightshallbeexercisablemorethanten(10) yearsafter the date such right is granted.
(2)
The term of each Related Right shall be the term of the Option to whichitrelates,butnoRelatedRightshallbeexercisablemorethanten(10)yearsafterthedate such right is granted.
(h)
OtherChangeinEmploymentorServiceStatus.ShareAppreciationRights shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and unprotected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment or service status of a Participant, as and to the extent determined in the discretion of the Administrator.
Section9.RestrictedSharesandRestrictedStockUnits.
(a)
General. Restricted Shares orRestricted Stock Units may be issued under the Plan. The Administrator shall determinetheEligible Recipients to whom, and the time or times at which, Restricted Shares or Restricted Stock Units shall be made.Each Participant who is granted Restricted Shares or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, thenumber ofShares to beawarded; theprice, if any, to be paid by the
Participant for the acquisition of Restricted Shares or Restricted Stock Units; the period of time restrictions, performance goals or other conditions that apply to Transferability, delivery or vesting of such Awards (the “Restricted Period”); and all other conditions applicable to the Restricted Shares and Restricted Stock Units. If the restrictions, performance goals or conditions established by the Administrator are not attained, a Participant shallforfeittheParticipant’sRestrictedSharesorRestrictedStockUnits, inaccordancewiththe termsof thegrant. TheprovisionsoftheRestrictedSharesorRestrictedStockUnitsneednotbe the same with respect to each Participant.
(b)
AwardsandCertificates.
(1)
In the Administrator’s sole discretion, as a condition of any Award of Restricted Shares, the Participant shall be required to deliver a share transfer form, endorsed in blank, relatingto theShares covered bysuch Award.Restricted Shares and, uponthe expiration of theRestrictedPeriod,Shares, maybeissuedineither certificatedor uncertificatedform,inthe Administrator’s sole discretion.
(2)
With respect to Restricted Stock Units at the expiration of the Restricted Period, Shares or cash, as applicable, shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordancewithSection409Aof theCode.Sharesissuedupontheexpirationof theRestricted Period of a Restricted Stock Unit Award may be issued in either certificated or uncertificated form, in the Administrator’s sole discretion.
(3)
Any certificate issued pursuant to this Section 9(b) shall be registered in the name of theParticipant, shall bear an appropriate legend referringto theterms, conditions and restrictionsapplicabletotheunderlyingAward, ifany,and shall,in theAdministrator’ssole discretion, beheldinthecustodyoftheCompanyuntiltherestrictionsthereonshallhavelapsed.
(c)
Restrictions and Conditions. The Restricted Shares or Restricted Stock Units grantedpursuanttothisSection9shallbesubjecttothefollowingrestrictionsandconditionsand any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code where applicable, thereafter:
(1)
TheAdministratormay,initssolediscretion, provideforthelapseof restrictions in installments.
(2)
ExceptasprovidedintheapplicableAwardAgreement, theParticipant shall generally have therightsofa stockholder of the Company with respect toRestricted Shares during the Restricted Period; provided, however, that dividends declared during the Restricted Period withrespect to aRestrictedShareAward shall only becomepayableif(and totheextent) the underlying Restricted Shares vest. Except as provided in the applicable Award Agreement, the Participant shall generallynothave the rights of a stockholder with respect toShares subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of Shares covered by Restricted Stock Units shall, unless otherwise set forth inan AwardAgreement,bepaid totheParticipant at thetime(and totheextent)Shares or cash in respect of the related Restricted Stock Units are delivered to the Participant.
(3)
TherightsofParticipantsgrantedRestrictedSharesorRestrictedStock Units upon termination of employment or service as a director, independent contractor or consultant to the Company or any Affiliate thereof for any reason during the Restricted Period shall be set forth in the Award Agreement.
(d)
Formof Settlement.TheAdministratorreservestherightinitssolediscretion to provide (either at or after the grant thereof) that any Restricted Stock Unit represent the right toreceivetheamountofcashper unitthatisdeterminedbytheAdministratorinconnectionwith the Award.
Section10.Conversion Awards.
EffectiveuponconsummationoftheSeparation,theCompanyshallbedeemedto have issued Awards under the Plan (“Conversion Awards”) to the extent, and on the terms, required to satisfy the obligations imposed on it under Section 1.09 of that certain Employee Matters Agreement dated as of October 1, 2026, by and among Corteva, Inc and the Company (the “Employee Matters Agreement”).The Conversion Awards shall be administered in accordance with the terms and conditions of the underlying Corteva, Inc. award as of immediately beforethe Separation, as such terms and conditions were modified by Section 1.09 of the Employee Matters Agreement, and the Conversion Awards shall otherwise be administered as an Award granted under thisPlan to the extent not inconsistent with such terms and conditions as modified.
Section11.OtherShare-BasedAwards.
Other Share-Based Awards may be issued under the Plan. Subject to the provisions of thePlan, the Administrator shall have sole and complete authoritytodetermine the individuals to whom and the time or times at which such Other Share-Based Awards shall be granted.Each Participant whoisgranted anOtherShare-Based Award shall enter intoan Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, initssolediscretion,which mayinclude, among other things,thenumber ofsharesof Common Stock to be granted pursuant to such Other Share-Based Awards, or the manner in whichsuchOtherShare-BasedAwardsshallbesettled(e.g.,insharesofCommonStock,cashor other property), or the conditions to the vesting and/or payment or settlement of such Other Share-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other Share-Based Awards. In the event that the Administrator grants a bonus in theform of Shares, the Shares constituting such bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such bonus ispayable.NotwithstandinganythingsetforthinthePlantothecontrary,anydividendor dividend equivalent Award issued hereunder shall be subject to thesame restrictions, conditionsand risks of forfeiture as apply to the underlying Award.
Section 12.CashAwards.
The Administrator may grant Awards that are denominated in, or payable to Participantssolelyin,cash, asdeemedbytheAdministrator tobeconsistentwiththepurposesof the Plan, and, such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time.
Section13.Change inControl.
(a)
UnlessotherwisedeterminedbytheAdministratorandevidencedinanAward Agreement, notwithstanding Section 4(d), in the event that (i) a Change in Control occurs and (ii) either (x) an outstanding Award is not assumed or substituted in connection therewith, or (y) an outstanding Award is assumed or substituted in connection therewith and the Participant’s employment or service is terminated by the Company, its successor or an Affiliate thereof without Cause or bythe Participant for Good Reason (if applicable) onor after the effective date of the Change in Control but prior to twenty-four (24) months following the Change in Control, then: (1) any unvested or unexercisable portion of such Award carrying a right to exercise shall become fully vested and exercisable, and (2) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to such Award granted under the Plan shall lapse and be treated as satisfied, in each case with any performance conditions imposed in respect of suchAwarddeemedachievedattargetperformancelevelsandpaymentinrespectofsuchAward pro-rated based on the elapsed proportion of the applicable performance period.
(b)
For purposes of this Section 13, an Award shall be considered assumed or substitutedfor if,followingtheChangeinControl,theAwardremainssubjecttothesameterms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to shares, the Award instead confers the right to receive common stock of the acquiring entity.
Section14.AmendmentandTermination.
TheBoardmayamend, alterorterminatethePlanatanytime,butnoamendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. The Board shall obtain approvalof the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of any rules of the stock exchange on which the Common Stock istraded or other Applicable Law. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 and the immediately preceding sentence, no such amendment shall materially impair the rights of any Participant without the Participant’s consent.
Section15.UnfundedStatusofPlan.
ThePlanisintendedtoconstitutean“unfunded”planforincentivecompensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.
Section16. WithholdingTaxes.
Each Participantshall satisfy all taxwithholding and reportingobligationsarising in connection with an Award, including U.S. federal, state and local taxes and any non-U.S. income tax, social insurance contribution, payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax or similar tax-related item. The Company or any Affiliate may deduct, withhold or require payment of amounts necessary to satisfy such obligations, as determined by the Administrator in its sole discretion. The Administrator may permit or require satisfaction of such obligations by one or more of the following tax withholding methods: cash payment, payroll withholding, Share withholding (net Share issuance), delivery of previously ownedunrestrictedsharesofCommonStock,amandatoryor
voluntarysell-to-covertransaction, or any other method permitted by Applicable Laws. Shares withheld or delivered to satisfy tax withholding obligations shall be valued at Fair Market Value on the date the amount to be withheld is determined.
Section 17.TransferofAwards.
Until such time as the Awards are fully vested and/or exercisable in accordance with the Planor an Award Agreement, nopurported sale, assignment, mortgage, hypothecation, transfer, charge, pledge,encumbrance, gift, transfer intrust(votingor other) or otherdisposition of, or creationofasecurityinterestinorlienon,anyAwardoranyagreementor commitmentto do any of the foregoing(each, a “Transfer”) by any holder thereof willbe valid, except with the prior writtenconsentoftheAdministrator,whichconsentmaybegrantedor withheldinthesole discretionof theAdministrator. AnypurportedTransfer of anAwardor anyeconomicbenefitor interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or anAward Agreement shall not beentitled to be recognized as a holder ofsuch Sharesor other property underlying such Award. Unless otherwise determined by the Administrator, an Option or a Share Appreciation Right may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.
Section 18.ContinuedEmploymentorService.
(a)
Neither theadoptionofthePlannor thegrantof anAwardshallconferupon any EligibleRecipient any rightto continued employment or service withthe Companyor any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliatethereofto terminate theemployment or service of anyofits Eligible Recipients at any time.
(b)
For purposes of Awards granted to Participants outside the United States, unless otherwise determined by the Administrator or mandated by Applicable Laws, a Participant’s employment or service will terminate when the Participant is no longer actively providing servicesto theCompany oran Affiliate.Employment or service willnot beextended byanystatutoryorcontractualnoticeperiod,gardenleave,paidadministrativeleave,severance period or similar period.
Section19. Effective Date.
ThePlanwasadoptedbytheBoardonSeptember8, 2026andshallbecome effective on the Separation Date (the “Effective Date”).
Section 20.Electronic Signature.
AParticipant’selectronicsignatureofanAwardAgreementshallhavethesame validity and effect as a signature affixed by hand.
Section21.TermofPlan.
No Award shall be granted pursuant to the Plan on or after the tenth anniversary of thedateof itsadoptionbytheBoard,butAwardstheretoforegrantedmayextendbeyondthat date.
Section22.SecuritiesMattersandRegulations.
The Company shall not be required to grant an Award, issue Shares or make any payment unless the Administrator determines that all required listings, registrations, qualifications, approvals, consents, notices and filings under Applicable Laws have been completedor obtainedontermsacceptabletotheAdministrator.TheAdministrator mayrequire, asa condition ofthe issuance or deliveryofShares, thatthe recipientmake such agreementsand representations and that any certificates or book-entry records bear such legends or notations as the Administrator determines to be necessary or advisable. The Administrator may restrict the issuance, holding or transfer of Shares acquired under the Plan, and may require any representation, undertaking, acknowledgment, legend or stop-transfer instruction that the Administrator determines to be necessary or advisable to comply with Applicable Laws.
Section23.Section409Aofthe Code.
The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the ParticipantshallnotbeconsideredtohaveterminatedemploymentorservicewiththeCompany for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Planthat aredue withinthe “short termdeferralperiod” as definedin Section 409A of the Code shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or anyother amounts payable under anyplan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in theimposition of any individual tax andpenalty interest charges imposed under Section 409Aof theCode, thesettlementandpaymentof suchawards(or other amounts)shallinsteadbe made on the first business day after the date that is six (6) months following such separationfrom service (or death, if earlier). Each amount tobe paid or benefit to be provided under the Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code.The Company makes no representation that any or all of the payments or benefits described in the Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
Section24.NotificationofElectionUnderSection83(b)oftheCode.
IfanyParticipantshall,inconnectionwiththeacquisitionofsharesofCommon Stock under the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify theCompany of such election within ten(10)daysafterfilingnotice of the election with the Internal Revenue Service.
Section 25.NoFractionalShares.
ExceptasmayotherwisebedeterminedbytheAdministrator,nofractionalshares of Common Stock shall be issued or delivered under the Plan. The Administrator may settle fractional shares in cash, round them up or down, or eliminate them, provided that any rounding or settlement for Participants outside the United States shall be made in a manner intended to avoid adverse tax consequences, as determined by the Administrator.
Section26. Beneficiary.
WherepermissibleandenforceableunderApplicableLaw, aParticipantmayfile withtheAdministrator awrittendesignationof abeneficiaryonsuchformasmaybeprescribed by the Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant or if the designation of a beneficiary is impermissible and unenforceable under Applicable Law, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
Section 27.PaperlessAdministration.
IntheeventthattheCompanyestablishes, for itself orusingtheservicesofathird party, an automated system for the documentation, granting or exercise of Awards, such as a systemusinganinternetwebsiteorinteractivevoiceresponse, thenthepaperlessdocumentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.
Section28. Severability.
If any provision of the Plan is held to be invalid or unenforceable, the other provisionsof thePlanshallnotbeaffectedbutshallbeappliedasif theinvalidor unenforceable provision had not been included in the Plan.
Section29.Applicable Policies.
ThePlanandallAwardsandSharesissuedhereunder shallbesubjecttotheterms of the Company’s clawback policy, insider trading policy and/or share ownership guidelines, if any, in each case as may exist from time to time and pursuant to the terms thereunder.
Section30.GoverningLaw.
ThePlanshallbegovernedby, andconstruedinaccordancewith, thelawsof the State of Delaware, without giving effect to principles of conflicts of law of such state.
Section31. Indemnification.
Totheextentpermittedbyapplicablelaw, theCompanyshallindemnifyandholdharmlesseach member of the Board, the Administrator and any officer or employee to whom Plan administration authority is delegated against any loss, cost, liability or expense reasonably incurred in connection with any claim, action, suit or proceeding arising from that individual’s actions or omissions under the Plan, except as otherwise limited by applicable law or the Company’s governing documents.
Section32.TitlesandHeadings,StatutoryReferences.
Thetitlesandheadingsof thesectionsinthePlanareforconvenienceofreference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings,shall control. References to sections of the Code, the Securities Act or the Exchange Act shall include any amendment or successor thereto.
Section33. 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 reorganizationoftheCompany,oruponanysuccessor corporationororganizationsucceedingto substantially all of the assets and business of the Company.
Section34.RelationshiptootherBenefits.
Except as where may be otherwise mandated pursuant to applicable law, Awards and paymentsunderthePlanshallnotbetreatedascompensationforpurposesof calculating benefitsunderany pension, retirement,savings,profitsharing,groupinsurance, welfare, severance, termination indemnity or similar plan, program, agreement or arrangement, including any such rights under the laws of any country, unless expressly provided in writing by the applicable plan, program, agreement or arrangement.
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