EFTA01366678.pdf

Amendment #4 Page 249 of 868 TiteirOci t i witch the grant ci such award or the lapse of the relevant restricted period is st4ect to the attanment of performance goals, in each case, granted to any panopant, shall rot exceed 50% of the total share reserve under the 2014 Incerthe Pen, provided that the maximum number of shares for all types of awards granted to any pernapent fl oe not exceed 50%d the share reserve duirg arty fiscal year. The value of a cash payment to an individual made under an award with respect to a fatal year shall not exceed 310.000.000. • Pun ackninstraton The 2014 Incentive Plan provides that the plan will be administered by the Commttee who, is defined to include a committee et de directors appointed by the board of drectos a, in the absence of such dIJINVIIIit-74, our board of drunter& Cur board 04 directors and/or the Committee ras the authcity to amend and modify the plan, sutgect to any shareholder appeal required by law or exchange miles Sub)ect to the terms d our 2014 In:entire Plan the Committee has the aultionty to Ceterrnne the terms, condoms and restoctons. including vestrg terms, the number of shares of common stock stayed to an award and the performance measures applicable to awards grarted War the 2014 Incentive Plan, amend arty Quiets Wing awards and construe and interpret the 2014 Incentive Plan and the awards granted theretrida. The Canine also has ire atilly to delegate its authority to grant awards andor to execute agreements or other documents on behalf of the board of directors to door more of our off cers (to the extert pemitted ty appoade Law and applicable exchange rues) • Stock options erd stock apprectation tights. Tte Comrade° may grant incentive stock carom non-quaVied stock optcns and stock appreciation nghts under our 2014 Incentive Plan, provided that incentive stock opens can only be graded to eligible employees Generally, the exercise price of stock options and stock appreciation nipts wet be fixed by the Committee and set forth mitre award agreement but in no event vntl the exercise price be less than 100% of the grant date fair market value el shares of our carman stook The term ci a stock option or dock appreciation right may not exceed ten years; provided. however, that an 'merrily° stockoption held by an employee who owns Front than 10% of as of our classes of stocK or of certain of our affiliates. may not have a term in excess of five years and must have an exercise price of at least 110% of the grad date fair morsel virtue 01 shares of our common stock Upon a participarts ternmabon of service for any reason other than cause, death a disalorty. the participant may exercise his or her option Wring the time paned ending on the earlier of three moths after such terrreraton date or the term of the option Upon a pencipares*rminaton of service for death or ditabilrly, the panopart (cr Ns or her estate as applicable) may exercise his or her option dunng the time period endng on the earlier cf 12 rronths after such lamination date or the term of option. If a participant is terminated fa cause, then all ottstanding options (whether or not vested) shall enrneetately terminate and cease to be exercisable Sul:atct to the provisons of our 2014 Incentive Pert the Committee ma deterirere the remanng !emu of the stock opt ons ar t stock appreciation rights • Reelected stock and restricted Stock inn The Committee wit decide al the tie of grant whether an Wield will be in restricted stock or restricted stock ants The Corrminee will also determine the 'renter of shares eased to the award, vesting and the nature of any pedormence targets Subect to the tern of the award agreemert. (i) recipents of restricted stock will have voted rights and will be entitled to receive OW:fends with respell to their respective shares of restricted stock and (.) the recipents of restricted stock units wdl have no voting nghts or opts to receive dMilends wgh respect to Men respective restricted stock units. The award agreements wth respect to the restricted stock granted to our executwe offiCers as described titOve indu* voting and dviderd Knit • Pefamancobased WMCCIS The Comrades wa determine the vie:sof any perfamancebesed award, the vesting and mere id the perfomonoe measures and whether the performance award is denomireted or settled in cash, in common stock or ri a cOmbinalket of both The pedormance goals applicable to a panicular award will be dielennred by Me Committee In wreng prof to the beginning of the applicable performance cerioda at such later date es permitted under Section 162 (m) of the Cede and who the 241 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058206 CONFIDENTIAL SDNY GM_00204390 EFTA01366678