{"id":40604,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-incentive-plan-northern-trust-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-incentive-plan-northern-trust-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-incentive-plan-northern-trust-corp.html","title":{"rendered":"Stock Incentive Plan – Northern Trust Corp."},"content":{"rendered":"

NORTHERN TRUST CORPORATION 2012 STOCK PLAN<\/u><\/strong><\/p>\n

The Northern Trust Corporation 2012 Stock Plan (the “2012 Plan”) was adopted
\non February 13, 2012 and became effective as of April 17, 2012 (the “Effective
\nDate”).<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Purpose<\/strong>. The purpose of the Plan is to promote the growth
\nand profitability of the Corporation and its Subsidiaries by (a) encouraging
\noutstanding individuals to accept or continue employment with the Corporation
\nand its Subsidiaries or to serve as Directors of the Corporation, (b) providing
\nthose persons with incentive compensation opportunities in the form of Stock
\nOptions and other Awards based on the value or increase in the value of shares
\nof Common Stock of the Corporation, thereby aligning their interests with those
\nof the Corporation153s stockholders, and (c) furthering the Corporation153s risk
\nmitigation strategy by enabling the Corporation to provide incentive
\ncompensation that appropriately balances risk and reward.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Administration<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall administer the Plan, except as otherwise determined by
\nthe Board. The Committee shall consist of at least two (2) Directors as the
\nBoard may designate from time to time. Notwithstanding anything to the contrary
\ncontained herein, membership of the Committee shall be limited to Board members
\nwho meet the “non:employee director” definition in Rule 16b-3 under Section 16
\nof the Exchange Act and the “outside director” definition under Section 162(m)
\nof the Code and the regulations thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have full power and authority to interpret the Plan, to
\nestablish, amend and rescind any rules and regulations relating to the Plan, to
\ndetermine the terms and provisions of any Award Agreement entered into under the
\nPlan, and to make all other determinations that may be necessary or desirable
\nfor the administration of the Plan. Any interpretation of the Plan by the
\nCommittee shall be final and binding on all persons.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Committee may delegate the administration of the Plan, in whole or in
\npart, on such terms and conditions as it may impose, to such other person or
\npersons as it may determine in its discretion, except with respect to Awards to
\nofficers subject to Section 16 of the Exchange Act or officers who are or may be
\nCovered Employees and except to the extent prohibited by applicable law or the
\napplicable rules of a stock exchange.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Participants<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Participants shall consist of Directors and Employees whom the Committee may
\ndesignate from time to time to receive Awards under the Plan. Awards may be
\ngranted to Participants who are or were previously Participants under this or
\nother plans of the Corporation or any Subsidiary, and the Corporation may
\ncontinue to award bonuses and other compensation to Participants under other
\nprograms now in existence or hereafter established.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have the authority (i) to amend the Plan or the terms and
\nconditions relating to an Award to the extent necessary or appropriate to comply
\nwith applicable law, regulation or accounting rules in order to permit Employees
\nand Directors who are located outside of the United States to participate in the
\nPlan; and (ii) to amend the terms and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n

\n\n\n\n
<\/td>\n\n

conditions relating to an Award in all respects, provided that such amendment
\nshall not adversely affect the rights of any Participant under any outstanding
\nAward in any material way without the written consent of the Participant unless
\nsuch amendment is necessary to comply with applicable law or to cause the Award
\nto meet the requirements of Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

Awards<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The following types of Awards may be granted under the Plan, either alone or
\nin combination with other Awards: (i) Stock Options, (ii) Stock Appreciation
\nRights, (iii) Stock Awards, (iv) Stock Units, and (v) Performance Shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee may, in its discretion, provide that any Award granted under
\nthe Plan shall be subject to the attainment of performance goals in order to
\nqualify such Award as “performance-based compensation” within the meaning of
\nSection 162(m) of the Code. Performance goals may be based on one or more
\nbusiness criteria, including, but not limited to: (i) return on equity, (ii)
\nearnings or earnings per share, (iii) Common Stock price, (iv) return on assets,
\n(v) return on investment, (vi) net income, (vii) expense management, (viii)
\ncredit quality, (ix) revenue growth, (x) operating leverage, or (xi) regulatory
\ncapital ratio.<\/strong> Corporate performance goals may be absolute in
\ntheir terms or measured against or in relationship to the performance of other
\ncompanies or indices selected by the Committee. In addition, corporate
\nperformance goals may be adjusted for any events or occurrences (including
\nextraordinary charges, losses from discontinued operations, restatements and
\naccounting charges, and other unplanned special charges such as restructuring
\nexpenses, acquisition expenses and strategic loan loss provisions) as may be
\ndetermined by the Committee and specified in the terms of the Award. Corporate
\nperformance goals may be particular to one or more business units, lines of
\nbusiness or Subsidiaries or may be based on the performance of the Corporation
\nas a whole. The corporate performance goals and the performance targets
\nestablished thereunder by the Committee may be identical for all Participants
\nfor a given performance period or, at the discretion of the Committee, may
\ndiffer among such Participants.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

Shares Issuable Under the Plan<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The shares of Common Stock for which Awards may be granted under the Plan
\nshall be shares currently authorized but unissued or, to the extent permitted by
\napplicable law, currently held or acquired by the Company as treasury shares,
\nincluding shares purchased in the open market or in private transactions.
\nSubject to the provisions of this Section 5, and to adjustment in accordance
\nwith Section 11, the maximum number of shares of Common Stock that may be
\ndelivered to Participants under the Plan shall be equal to the sum of: (i)
\n30,000,000 shares of Common Stock; and (ii) any shares of Common Stock that are
\nrepresented by awards granted under the Amended and Restated Northern Trust
\nCorporation 2002 Plan (the “Prior Plan”), that are forfeited, expire or are
\ncanceled after the Effective Date without delivery of such shares of Common
\nStock or which result in the forfeiture of such shares of Common Stock back to
\nthe Corporation to the extent that such shares would have been added back to the
\nreserve under the terms of the Prior Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

To the extent any shares of Common Stock covered by an Award are not
\ndelivered to a Participant because the Award is terminated, expires, or is
\nforfeited or canceled, or if shares<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n
<\/td>\n\n

are issued under an Award and thereafter reacquired by the Corporation
\npursuant to rights reserved by the Corporation upon issuance thereof, such
\nshares shall not be deemed to have been delivered for purposes of subsection
\n(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Each share delivered pursuant to a Stock Option or Stock Appreciation Right
\nshall reduce the number of shares available for grant under subsection (a), by
\none share. Each share delivered pursuant to a Stock Unit or Stock Award
\n(including a Stock Unit or Stock Award structured as a Performance Share) shall
\nreduce the number of shares available for grant under subsection (a) by 2.11
\nshares. To the extent that a share of Common Stock that was subject to an Award
\nthat was counted as 2.11 shares is returned to the Plan, the share reserve
\ndescribed in subsection (a) shall be credited with 2.11 shares. To the extent
\nthat a share that was subject to an Award under the Prior Plan, or that was
\nsubject to an Award under the Plan that was counted as one share is returned to
\nthe Plan, the share reserve described in subsection (a) shall be credited with
\none share. Notwithstanding the foregoing, for purposes of subsection (d), each
\nshare delivered pursuant to an Award will be counted as one share against the
\nlimits described therein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Subject to Section 11, the following additional maximums are imposed under
\nthe Plan:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

The maximum number of shares of Common Stock that may be delivered to
\nParticipants and their beneficiaries with respect to ISOs granted under the Plan
\nshall be 22,000,000 shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

The maximum number of shares that may be covered by Awards granted to any one
\nParticipant during any one calendar-year period pursuant to Sections 6 and 7
\n(relating to Stock Options and Stock Appreciation Rights) shall be 500,000
\nshares. For purposes of this subsection (ii), if an Option is in tandem with a
\nStock Appreciation Right, such that the exercise of the Stock Option or Stock
\nAppreciation Right with respect to a share of Common Stock cancels the tandem
\nStock Appreciation Right or Stock Option right, respectively, with respect to
\nsuch share, the tandem Stock Option and Stock Appreciation Right with respect to
\neach share of Common Stock shall be counted as covering but one share of Common
\nStock for purposes of applying the limitations of this subsection (ii).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

For Stock Units and Stock Awards that are Performance Shares intended to be
\n“performance-based compensation” within the meaning of Code Section 162(m), no
\nmore than 150,000 shares of Common Stock may be delivered pursuant to such
\nAwards granted to any one Participant during any one-calendar year period
\n(regardless of whether settlement of the Award is to occur prior to, at the time
\nof, or after the time of vesting).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

In the discretion of the Committee, a Participant may be granted any Award
\npermitted under the provisions of the Plan, and more than one Award may be
\ngranted to a Participant. Subject to subsection (f) (relating to repricing),
\nAwards may be granted as alternatives to or in replacement of awards granted or
\noutstanding under the Plan, or any other plan or arrangement of the Company or a
\nSubsidiary (including a plan or arrangement of a business or entity, all or a
\nportion of which is acquired by the Company or a Subsidiary). Subject to the
\noverall limitation on the number of shares of Common Stock that may be delivered
\nunder<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n\n

the Plan, the Committee may use available shares of Common Stock as the form
\nof payment for compensation, grants or rights earned or due under any other
\ncompensation plan or arrangement of the Company or a Subsidiary, including
\nwithout limitation the Northern Trust Corporation Long Term Cash Incentive Plan,
\nand plans and arrangements of the Company or a Subsidiary that are assumed in
\nbusiness combinations. The limit under subsection (a) as well as the limits of
\nsubsection (d), shall not apply to Awards granted pursuant to this subsection
\n(e), in replacement of awards granted under plans or arrangements of the Company
\nor a Subsidiary that are assumed in business combinations. The provisions of
\nthis subsection (e) shall be subject to the provisions of Section 14.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

Except for either adjustments pursuant to Section 11 (relating to the
\nadjustment of shares), or reductions of the exercise price approved by the
\nCompany153s stockholders, the exercise price for any outstanding Stock Option or
\nStock Appreciation Right may not be decreased after the date of grant nor may an
\noutstanding Stock Option or Stock Appreciation Right granted under the Plan be
\nsurrendered to the Company as consideration for the grant of a replacement Stock
\nOption or Stock Appreciation Right with a lower exercise price, nor may any
\noutstanding Stock Option or Stock Appreciation Right be cancelled in exchange
\nfor cash, other Awards, or a Stock Option or Stock Appreciation Right with a
\nlower exercise price substituted therefor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

Stock Options<\/strong>. The Committee may, in its discretion, grant
\nStock Options under the Plan to any Participant hereunder. Each Stock Option
\ngranted hereunder shall be subject to such terms and conditions as the Committee
\nmay determine at the time of grant, the general provisions of the Plan, the
\nterms and conditions of the applicable Stock Option Agreement, and the following
\nspecific rules:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Stock Options granted to a Participant under the Plan shall be governed by a
\nStock Option Agreement, which shall specify whether such option is a
\nnonqualified stock option or an incentive stock option, and such other terms and
\nconditions, not inconsistent with the terms and conditions of the Plan, as the
\nCommittee shall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Stock Options shall consist of options to purchase Common Stock at exercise
\nprices not less than 100% of the Fair Market Value thereof on the date the Stock
\nOptions are granted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Stock Options shall be exercisable for such period as specified by the
\nCommittee, but in no event may a Stock Option be exercisable for a period of
\nmore than ten years after its date of grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

In addition to the general terms and conditions set forth in this Section 6
\nin respect of Stock Options granted under the Plan, Incentive Stock Options
\ngranted under the Plan shall be subject to the following additional terms and
\nconditions: (i) the exercise price of each Incentive Stock Option shall be at
\nleast 100% of the Fair Market Value of the Common Stock subject to such
\nIncentive Stock Option on the date of grant; (ii) Incentive Stock Options shall
\nbe exercisable not later than ten years after the date of grant; (iii) in the
\ncase of an Incentive Stock Option granted to a Participant who, at the time of
\ngrant, owns (as determined under Section 424(d) of the Code) stock of the
\nCorporation or its Subsidiaries possessing more than 10% of the total combined
\nvoting power of all classes of stock of any such corporation, the exercise price
\nshall be at least 110% of the Fair Market Value of the Common Stock subject to
\nthe Incentive Stock Option at the time it is granted, and the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
<\/td>\n\n

Incentive Stock Option, by its terms, shall not be exercisable after the
\nexpiration of five (5) years from the date of its grant; and (iv) the aggregate
\nFair Market Value (determined with respect to each Incentive Stock Option as of
\nthe time such Incentive Stock Option is granted) of the shares of Common Stock
\nwith respect to which Incentive Stock Options are exercisable for the first time
\nby a Participant during any calendar year (under all Incentive Stock Option
\nplans of the Corporation and its Subsidiaries) shall not exceed $100,000.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Stock Options may provide that they may be exercised by payment of the
\nexercise price (i) in cash, (ii) by the Corporation153s withholding a portion of
\nthe shares of Common Stock otherwise distributable to the Participant, (iii) by
\nthe Participant153s actual delivery of previously acquired shares of Common Stock
\nthat are acceptable to the Committee, (iv) by certification of ownership by
\nattestation of such previously acquired shares, (v) by delivery of a properly
\nexecuted notice of exercise, together with irrevocable instructions to a broker
\nor similar third party to deliver promptly to the Corporation the amount of sale
\nproceeds from the sale of the option shares to pay the exercise price and any
\nwithholding taxes due to the Corporation, or (vi) by any other method of payment
\nas the Committee, in its discretion, deems appropriate. In the event that the
\nexercise price of a Stock Option is paid in whole or in part by the withholding
\nor delivery of shares of Common Stock pursuant to clause (ii), (iii) or (iv)
\nabove, the number of shares so withheld or delivered shall be the number of
\nshares having an aggregate Fair Market Value equal to the exercise price, or
\nportion thereof, so paid.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

If in accordance with the terms and conditions of the Plan and the applicable
\nAward, a Participant delivers shares of Common Stock to pay all or a part of the
\nexercise price of a Stock Option, or uses shares of Common Stock to satisfy any
\nfederal, state or local tax withholding requirements, the Participant may
\nreceive, at the discretion of the Committee, an additional Stock Option
\n(“Replacement Option”) equal to the sum of the number of shares delivered in
\npayment of the exercise price and the number of shares used to pay withholding
\ntaxes. A Replacement Option shall have a term that shall not extend beyond the
\nterm of the Stock Option to which it relates and shall have an exercise price
\nequal to the Fair Market Value of the Common Stock on the grant date of the
\nReplacement Option. Replacement Options may be subject to such other terms and
\nconditions, not inconsistent with the terms and conditions of the Plan, as the
\nCommittee shall determine. Replacement Options may be granted in connection with
\nthe exercise of Stock Options granted under this Plan or any other plan of the
\nCorporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

The Committee may prescribe such other terms and conditions applicable to
\nStock Options granted to a Participant under the Plan that are neither
\ninconsistent with nor prohibited by the Plan or any Stock Option Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/p>\n<\/td>\n

\n

Stock Appreciation Rights<\/strong>. The Committee may, in its
\ndiscretion, grant a Stock Appreciation Right under the Plan to the holder of any
\nStock Option granted hereunder. Each Stock Appreciation Right granted hereunder
\nshall be subject to such terms and conditions as the Committee may determine at
\nthe time of grant, the general provisions of the Plan, the terms and conditions
\nof the applicable Stock Appreciation Right Agreement, and the following specific
\nrules:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Stock Appreciation Rights granted to a Participant under the Plan shall be
\ngoverned by a Stock Appreciation Right Agreement, which shall specify such terms
\nand conditions, not inconsistent with the terms and conditions of the Plan, as
\nthe Committee shall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A Stock Appreciation Right shall be granted in connection with a Stock Option
\nat the time of the grant of the Stock Option or at any time thereafter up to six
\nmonths prior to the expiration of the Stock Option.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Each Stock Appreciation Right shall entitle the holder to elect to receive,
\nin lieu of exercising the Stock Option to which it relates, an amount (payable
\nin cash or in shares of Common Stock of the Corporation, or a combination
\nthereof, determined by the Committee and set forth in the related Stock
\nAppreciation Right Agreement) of up to 100% (or such lesser percentage as
\ndetermined by the Committee and set forth in the related Stock Appreciation
\nRight Agreement) of the excess of (i) the Fair Market Value per share of Common
\nStock on the date of exercise of such Stock Appreciation Right, multiplied by
\nthe number of shares of the Common Stock with respect to which the Stock
\nAppreciation Right is being exercised, over (ii) the aggregate exercise price
\nunder the terms of the related Stock Option for such number of shares; provided
\nthat the amount described in clause (ii) shall in no event be less than 100% of
\nthe aggregate Fair Market Value of such number of shares on the date the Stock
\nAppreciation Right is granted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Each Stock Appreciation Right shall be exercisable at the time and to the
\nextent that the Stock Option to which it relates is exercisable, provided that
\nno Stock Appreciation Right shall be exercisable during the first six months
\nfollowing the date of its grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Upon exercise of a Stock Appreciation Right, the Stock Option (or portion
\nthereof) with respect to which such Stock Appreciation Right is exercised and
\nany other Stock Appreciation Rights with respect to such Stock Option (or
\nportion thereof) shall be surrendered to the Corporation and shall not
\nthereafter be exercisable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

Exercise of a Stock Appreciation Right shall reduce the number of shares of
\nCommon Stock purchasable pursuant to the related Stock Option and available
\nunder the Plan to the extent of the total number of shares of Common Stock with
\nrespect to which the Stock Appreciation Right is exercised.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

The Committee may prescribe such other terms and conditions applicable to
\nStock Appreciation Rights granted to a Participant under the Plan that are
\nneither inconsistent with nor prohibited by the Plan or any Stock Appreciation
\nRight Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

Performance Shares. <\/strong>Pursuant to Section 4(b), the Committee
\nmay, in its discretion, provide that any Stock Unit or Stock Award granted under
\nthe Plan is subject to the attainment of performance goals described in Section
\n4(b) in order to qualify such Award as “performance-based compensation” within
\nthe meaning of Section 162(m) of the Code. Stock Units and Stock Awards that are
\nsubject to the attainment of such performance goals are referred to as
\nPerformance Shares. The Committee may, in its discretion, grant Performance
\nShares under the Plan to any Participant hereunder. Each Performance Share
\ngranted hereunder shall be subject to such terms and conditions as the Committee
\nmay determine at the time of grant, the general provisions of the Plan, the
\nterms and conditions of the related Performance Share Agreement, and the
\nfollowing specific rules:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Performance Shares granted to a Participant under the Plan shall be governed
\nby a Performance Share Agreement, which shall specify such terms and conditions,
\nnot inconsistent with the terms and conditions of the Plan, as the Committee
\nshall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

With respect to each performance period, the Committee shall establish such
\nperformance goals relating to one or more of the business criteria identified in
\nSection 4(b) of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

With respect to each performance period, the Committee shall establish
\ntargets for Participants for achievement of performance goals. No later than two
\nand one-half months following the calendar year in which a performance period
\nends, the Committee shall determine the extent to which performance goals for
\nthat performance period have been achieved and shall credit as of the end of
\nsuch performance period Performance Shares to the accounts of Participants for
\nwhom targets were established, in accordance with the terms of the applicable
\nPerformance Share Agreements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Committee may prescribe such other terms and conditions applicable to
\nPerformance Shares granted to a Participant under the Plan that are neither
\ninconsistent with nor prohibited by the Plan or any Performance Share Agreement.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Pursuant to the provisions of Sections 9 and 10, the Committee may also issue
\nStock Awards and Stock Units that are subject to such performance criteria as
\nthe Committee shall designate, but that do not meet the requirements applicable
\nto Performance Shares and do not constitute performance-based compensation for
\npurposes of Code Section 162(m).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

Stock Awards<\/strong>. The Committee may, in its discretion, grant,
\nor sell for such amount of cash, Common Stock or such other consideration as the
\nCommittee deems appropriate (which amount may be less than the Fair Market Value
\nof the Common Stock on the date of grant or sale), shares of Common Stock under
\nthe Plan to any Participant hereunder. Each share of Common Stock granted or
\nsold hereunder shall be subject to such restrictions, conditions and other terms
\nas the Committee may determine at the time of grant or sale, the general
\nprovisions of the Plan, the restrictions, terms and conditions of the related
\nStock Award Agreement, and the following specific rules:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Shares of Common Stock issued to a Participant under the Plan shall be
\ngoverned by a Stock Award Agreement, which shall specify whether the shares of
\nCommon Stock are granted or sold to the Participant and such other provisions,
\nnot inconsistent with the terms and conditions of the Plan, as the Committee
\nshall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Corporation shall issue, in the name of the Participant, stock
\ncertificates representing the total number of shares of Common Stock granted or
\nsold to the Participant, as soon as may be reasonably practicable after such
\ngrant or sale, which shall be held by the Secretary of the Corporation as
\nprovided in subsection (e) hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Subject to the provisions of subsection (b) hereof, and the restrictions set
\nforth in the related Stock Award Agreement, the Participant receiving a grant of
\nor purchasing Common Stock shall thereupon be a stockholder with respect to all
\nof the shares represented by such certificate or certificates and shall have the
\nrights of a stockholder with respect to such shares, including the right to vote
\nsuch shares and to receive dividends and other distributions paid with respect
\nto such shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Committee, in its discretion, shall have the power to accelerate the date
\non which the restrictions contained in any Stock Award Agreement shall lapse
\nwith respect to any or all shares of Common Stock granted or sold under the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Secretary of the Corporation shall hold the certificate or certificates
\nrepresenting shares of Common Stock issued under this Section 9 of the Plan on
\nbehalf of each Participant who holds such shares, whether by grant or sale,
\nuntil such time as the Common Stock is forfeited, resold to the Corporation, or
\nthe restrictions lapse.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

The Committee may prescribe such other restrictions, terms and conditions
\napplicable to the shares of Common Stock issued to a Participant under the Plan
\nthat are neither inconsistent with nor prohibited by the Plan or any Stock Award
\nAgreement, including, without limitation, terms providing for a lapse of the
\nrestrictions of this Section 9 or in any Stock Award Agreement, in installments.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

Notwithstanding the provisions of subsections (b) and (e) above, the
\nCorporation, in lieu of issuing stock certificates, may reflect the issuance of
\nshares of Common Stock to a Participant on a non:certificated basis, with the
\nownership of such shares by the Participant evidenced solely by book entry in
\nthe records of the Corporation153s transfer agent; provided, however that
\nfollowing the lapse of all restrictions with respect to the shares granted or
\nsold to a Participant, the Corporation, upon the written request of the
\nParticipant, shall issue, in the name of the Participant, stock certificates
\nrepresenting such shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

Stock Units<\/strong>. The Committee may, in its discretion, award
\nStock Units under the Plan to Participants hereunder. Each Stock Unit granted
\nhereunder shall be subject to such terms and conditions as the Committee may
\ndetermine at the time of grant, the general provisions of the Plan, the terms
\nand conditions of the applicable Stock Unit Agreement and the following specific
\nrules:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Grants of Stock Units to a Participant under the Plan shall be governed by a
\nStock Unit Agreement, which shall specify such terms and conditions, not
\ninconsistent with the terms and conditions of the Plan, as the Committee shall
\ndetermine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Stock Units shall be denominated in an equal number of shares of Common Stock
\nof the Corporation, as determined by the Committee, and shall be payable either
\nin shares of Common Stock or in cash, as provided in the Stock Unit Agreement.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Any Stock Unit may provide that the Participant shall receive, on the date of
\npayment of any dividend on Common Stock (or on such other date as specified in
\nthe Award Agreement) occurring during the period preceding payment of the Award,
\nan amount in cash equal in value to the dividends that the Participant would
\nhave received had he been the actual owner of the number of shares of Common
\nStock designated by the Committee at the time of the Award.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Corporation153s obligation to make payments or distributions with respect
\nto Stock Units shall not be funded or secured in any manner.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Committee may prescribe such other terms and conditions applicable to
\nStock Units granted to a Participant under the Plan that are neither
\ninconsistent with nor prohibited by the Plan or any Stock Unit Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.<\/p>\n<\/td>\n

\n

Adjustment<\/strong>. In the event of any reorganization,
\nrecapitalization, stock split, stock distribution, merger, consolidation,
\nsplit-up, spin-off, combination, subdivision, consolidation or exchange of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

\n\n\n\n
<\/td>\n\n

shares, any change in the capital structure of the Corporation or any similar
\ncorporate transaction, the Committee or the Board shall make such adjustments as
\nare necessary and appropriate to preserve the benefits or intended benefits of
\nthe Plan and Awards granted under the Plan. Such adjustments may include: (a)
\nadjustment in the number and kind of shares reserved for issuance under the
\nPlan; (b) adjustment in the number and kind of shares covered by outstanding
\nAwards; (c) adjustment in the exercise price of outstanding Stock Options and
\nStock Appreciation Rights or the price of other Awards under the Plan; (d)
\nadjustments to any of the share limitations set forth in Section 5 of the Plan;
\nand (e) any other changes that the Committee or the Board determine to be
\nequitable under the circumstances.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

12.<\/p>\n<\/td>\n

\n

Nontransferability<\/strong>. Except as provided below, each Award
\ngranted under the Plan to a Participant shall not be transferable by the
\nParticipant other than by will or the laws of descent and distribution and shall
\nbe exercisable, during the Participant153s lifetime, only by the Participant or,
\nin the event of disability, by the Participant153s personal representative. In the
\nevent of the death of a Participant during employment or prior to the
\ntermination, expiration, cancellation or forfeiture of any Award held by the
\nParticipant hereunder, each vested Award theretofore granted to the Participant
\nshall be exercisable or payable to the extent and to such persons as provided
\nin, and in accordance with the terms of, the applicable Award Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

13.<\/p>\n<\/td>\n

\n

Change in Control<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee may, in its discretion, at the time an Award is made hereunder
\nor at any time prior to a Change in Control of the Corporation, provide for the
\nacceleration of any time periods relating to the exercise or realization of such
\nAwards so that such Awards may be exercised or realized as of the date of a
\nChange in Control of the Corporation, including specifically that as of such
\ndate: (i) all outstanding Stock Options and Stock Appreciation Rights shall
\nbecome fully vested and exercisable; (ii) all performance goals under any Award
\nshall be deemed fully achieved; (iii) all outstanding Performance Shares shall
\nbecome fully vested and distributable; (iv) all restrictions on outstanding
\nStock Awards shall lapse; and (v) all restrictions on outstanding Stock Units
\nshall lapse and such Stock Units shall become fully vested and, in the case of
\nStock Units that are not subject to Code Section 409A, distributable. The
\nCommittee may, in its discretion, include such further provisions and
\nlimitations in the Award Agreement as it may deem equitable and in the best
\ninterests of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Provisions for acceleration and any further provisions and limitations
\nincluded by the Committee pursuant to subsection (a) must satisfy the
\nrequirements of Code Section 409A and applicable regulations and other guidance
\npromulgated thereunder so as to avoid the income tax, interest and penalty
\nprovisions of Section 409A.<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A “Change in Control” shall be deemed to have occurred if:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

any Person is or becomes the Beneficial Owner, directly or indirectly, of
\nsecurities of the Corporation (not including in the securities beneficially
\nowned by such Person any securities acquired directly from the Corporation or
\nits Affiliates) representing 20% or more of the combined voting power of the
\nCorporation153s then outstanding securities, excluding any Person who becomes such
\na Beneficial Owner in connection with a transaction described in clause (A) of
\nparagraph (iii) below; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the election to the Board of Directors of the Corporation, without the
\nrecommendation or approval of two-thirds of the incumbent Board of Directors of
\nthe Corporation, of the lesser of: (A) three directors; or (B) directors
\nconstituting a majority of the number of directors of the Corporation then in
\noffice, provided, however, that directors whose initial assumption of office is
\nin connection with an actual or threatened election contest, including but not
\nlimited to a consent solicitation, relating to the election of directors of the
\nCorporation will not be considered as incumbent members of the Board of
\nDirectors of the Corporation for purposes of this section; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

there is consummated a merger or consolidation of the Corporation or any
\ndirect or indirect subsidiary of the Corporation with any other company, other
\nthan (A) a merger or consolidation which would result in the voting securities
\nof the Corporation outstanding immediately prior to such merger or consolidation
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity or any parent thereof), at least
\n60% of the combined voting power of the securities of the Corporation or such
\nsurviving entity or any parent thereof outstanding immediately after such merger
\nor consolidation, or (B) a merger or consolidation effected to implement a
\nrecapitalization of the Corporation (or similar transaction) in which no Person
\nis or becomes the Beneficial Owner, directly or indirectly, of securities of the
\nCorporation (not including in the securities Beneficially Owned by such Person
\nany securities acquired directly from the Corporation or its Affiliates)
\nrepresenting 20% or more of the combined voting power of the Corporation153s then
\noutstanding securities; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

the stockholders of the Corporation approve a plan of complete liquidation or
\ndissolution of the Corporation or there is consummated an agreement for the sale
\nor disposition by the Corporation of all or substantially all of the
\nCorporation153s assets, other than a sale or disposition by the Corporation of all
\nor substantially all of the Corporation153s assets to an entity, at least 60% of
\nthe combined voting power of the voting securities of which are owned by
\nstockholders of the Corporation in substantially the same proportions as their
\nownership of the Corporation immediately prior to such sale.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to
\nhave occurred by virtue of the consummation of any transaction or series of
\nintegrated transactions immediately following which the record holders of the
\nCommon Stock of the Corporation immediately prior to such transaction or series
\nof transactions continue to have substantially the same proportionate ownership
\nin an entity which owns all or substantially all of the assets of the
\nCorporation immediately following such transaction or series of transactions.\n<\/p>\n

For purposes of the foregoing, the following definitions shall apply:<\/p>\n

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12
\nof the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule
\n13d-3 under the Exchange Act, except that a Person shall not be deemed to be the
\nBeneficial Owner of any securities with respect to which such Person has
\nproperly filed a form 13-G; “Exchange Act” shall mean the Securities Exchange
\nAct of 1934, as amended from time to time; and “Person” shall have the meaning
\ngiven in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
\n13(d) and 14(d) thereof, except<\/p>\n

10<\/p>\n

\n

that such term shall not include (i) the Corporation or any of its
\nAffiliates, (ii) a trustee or other fiduciary holding securities under an
\nemployee benefits plan of the Corporation or any of its subsidiaries, (iii) an
\nunderwriter temporarily holding securities pursuant to an offering of such
\nsecurities or (iv) a corporation owned, directly or indirectly, by the
\nstockholders of the Corporation in substantially the same proportions as their
\nownership of stock of the Corporation.<\/p>\n\n\n\n
\n

14.<\/p>\n<\/td>\n

\n

Other Provisions<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Any Award under the Plan shall be subject to such other provisions as the
\nCommittee determines, including, without limitation, provisions for the
\ninstallment purchase of Common Stock under Stock Options, provisions to assist
\nthe Participant in financing the acquisition of Common Stock, provisions for the
\nforfeiture of, or restrictions on resale or other disposition of shares acquired
\nunder, any Award, provisions to comply with Federal or state securities laws and
\nstock exchange requirements, provisions permitting acceleration of exercise or
\nthe lapse of restrictions in the event of death, disability or retirement,
\nunderstandings or conditions as to the Participant153s employment in addition to
\nthose specifically provided for under the Plan, provisions for the forfeiture of
\nAwards and\/or the recoupment of all amounts received in connection with an award
\nin the event of breach of noncompetition, nonsolicitation, or confidentiality
\nagreements, restatement of the financial statements of the Corporation or
\nSubsidiary or Business Unit thereof, misconduct, or the occurrence of risk based
\nevents or conditions identified by the Committee, or such other conduct or
\nevents as the Committee shall specify, during or following termination of
\nemployment, provisions permitting the deferral of the receipt of Awards for such
\nperiod and upon such terms and conditions as the Committee shall determine,
\nprovisions giving the Corporation the right to repurchase shares acquired under
\nany Award in the event the Participant elects to dispose of such shares,
\nprovisions requiring the achievement of specified performance goals, and
\nprovisions permitting acceleration of exercise upon the occurrence of specified
\nevents or otherwise in the discretion of the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Notwithstanding anything herein or in any Award Agreement to the contrary,
\nprovisions permitting the deferral of the receipt of Awards must satisfy the
\nrequirements of Code Section 409A and applicable regulations and guidance
\npromulgated thereunder, including without limitation all deadlines for deferral
\nelections, so as to avoid the income tax, interest and penalty provisions of
\nSection 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

An Award that is subject to Code Section 409A shall not be distributable on
\naccount of retirement or termination of employment, unless the individual incurs
\na Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

An Award that would otherwise be distributed to a Participant in a given
\ncalendar year may be delayed, in the Committee153s discretion, to the extent that
\nthe Committee reasonably anticipates that if the payment were made as scheduled
\nthe Corporation153s deduction with respect to such payment would not be permitted
\ndue to the application of Code Section 162(m). Awards not paid as a result of
\nthe above limitation shall be paid in the earlier of (i) the Corporation153s first
\ntaxable year in which the Committee reasonably anticipates that if the payment
\nis made during such year the deduction of such payment will not be barred by
\napplication of Section 162(m), or (ii) the period beginning with the date of the
\nParticipant153s Separation from Service and ending on the later of the last day of
\nthe taxable year of the Corporation in which the Participant incurs a Separation
\nfrom Service or the 15th<\/sup> day of the third month following the
\nParticipant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n\n\n\n
<\/td>\n\n

(e) (i)<\/p>\n<\/td>\n

\n

Anything in the Plan to the contrary notwithstanding, including without
\nlimitation Section 14(d), and subject to Treasury Regulation 1.409A-3(j)(4), as
\napplicable, if as of the date a Participant incurs a Separation from Service,
\nthe Participant is a Key Employee, any distribution of an Award that is subject
\nto the provisions of Code Section 409A to such Participant due to such
\nSeparation from Service that would otherwise be made during the six months
\nfollowing such Separation from Service shall be made on the date that is six
\nmonths and one day following such Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

“Key Employee” means a Participant who is a “specified employee” within the
\nmeaning of Code Section 409A(a)(2)(B)(i). The Corporation153s Key Employees shall
\nbe identified annually pursuant to Section 14(e)(iii).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

The Specified Employee Identification Date as defined in Treas. Reg.
\n \u00a71.409A-1(i)(3), to be used in determining Key Employees of the Corporation
\nshall be September 30 of any calendar year. The January 1 of the calendar year
\nnext following that calendar year shall be the Specified Employee Effective
\nDate, as defined in Treas. Reg. \u00a71.409A-1(i)(4), for Participants identified as
\nKey Employees on the immediately preceding Specified Employee Identification
\nDate. Participants identified as Key Employees on a Specified Employee
\nIdentification Date (September 30) shall be treated as Key Employees under the
\nPlan for the 12-month period beginning on the Specified Employee Effective Date
\n(January 1) next following such Specified Employee Identification Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

15.<\/p>\n<\/td>\n

\n

Taxes<\/strong>. The Corporation shall have the right to deduct from
\nany payment to be made under the Plan the amount of any taxes required by law to
\nbe withheld from such payment, or to require a Participant to pay to the
\nCorporation such amount required to be withheld prior to the issuance or
\ndelivery of any shares of Common Stock or the payment of any cash in connection
\nwith any Award under the Plan. The Committee may, in its discretion and subject
\nto such rules as it may adopt, permit a Participant to elect to satisfy such
\nwithholding obligations through cash payment by the Participant, the surrender
\nof shares of Common Stock acceptable to the Committee which the Participant
\nalready owns or through the surrender of shares of Common Stock which the
\nParticipant is otherwise entitled to receive under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

16.<\/p>\n<\/td>\n

\n

Amendment, Suspension or Termination of Plan<\/strong>. The Board may
\nat any time amend, suspend or terminate the Plan as it deems advisable and in
\nthe best interests of the Corporation; provided, that no amendment, suspension
\nor termination shall adversely affect the right of any Participant under any
\noutstanding Award in any material way without the written consent of the
\nParticipant, unless such amendment, suspension or termination is required by
\napplicable law. No amendment of the Plan shall be made without stockholder
\napproval if stockholder approval is required by law, regulation or stock
\nexchange rule. Anything in this Section 16 or elsewhere in the Plan to the
\ncontrary notwithstanding:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

the Plan may be amended in any manner necessary to ensure that the Plan
\ncomplies in all applicable respects with Code Section 409A; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

the Plan may not be amended in any manner that would cause the Plan to fail
\nto comply in any applicable respect with Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

\n\n\n\n
\n

17.<\/p>\n<\/td>\n

\n

No Contract of Employment<\/strong>. Neither the adoption of the Plan
\nnor the grant of any Award under the Plan shall be deemed to obligate the
\nCorporation or any Subsidiary to continue the employment of any Participant for
\nany particular period, nor shall the granting of an Award constitute a request
\nor consent to postpone the retirement date of any Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

18.<\/p>\n<\/td>\n

\n

Effective Date<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Plan was adopted by the Board on February 14, 2012 and became effective
\nas of April 17, 2012 upon approval by the Corporation153s stockholders at the 2012
\nannual meeting of stockholders.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Notwithstanding anything to the contrary contained herein, no Awards shall be
\ngranted under the Plan on or after April 17, 2022.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

19.<\/p>\n<\/td>\n

\n

Applicable Law<\/strong>. All questions pertaining to the validity,
\nconstruction and administration of the Plan and any Award Agreement, and all
\nclaims or causes of action arising under, relating to, or in connection with,
\nthe Plan or any Award granted under the Plan shall be determined in conformity
\nwith the laws of the State of Delaware, without regard to the conflict of law
\nprovisions of any state.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

20.<\/p>\n<\/td>\n

\n

Definitions<\/strong>. As used in the Plan, the following terms shall
\nhave the meanings set forth below:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

“Award” shall mean any award or benefit granted under the Plan, including,
\nwithout limitation, Stock Options, Stock Appreciation Rights, Stock Awards,
\nStock Units and Performance Shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

“Award Agreement” shall mean, as applicable, a Stock Option Agreement, Stock
\nAppreciation Agreement, Performance Share Agreement, Stock Award Agreement,
\nStock Unit Agreement or such other agreement evidencing an Award granted under
\nthe Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

“Board” shall mean the Board of Directors of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

“Change in Control” shall have the meaning set forth in Section 13(b) of the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
\ntime.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

“Committee” shall mean the Compensation and Benefits Committee of the Board
\nor such other committee of the Board as maybe designated by the Board from time
\nto time to administer the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

“Common Stock” shall mean the Common Stock of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

“Corporation” shall mean Northern Trust Corporation, a Delaware corporation.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

“Covered Employee” shall mean “covered employee” as that term is defined in
\nSection 162(m) of the Code or any successor provision.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

“Director” shall mean a director of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n

\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

“Effective Date” shall mean April 17, 2012.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

\n

“Employee” shall mean an employee of the Corporation or any Subsidiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

\n

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
\nfrom time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

\n

“Fair Market Value” shall mean the fair market value of the Common Stock, as
\ndetermined by the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

\n

“Incentive Stock Option” shall mean an option granted under Section 6 of the
\nPlan that meets the requirements of Section 422(b) of the Code or any successor
\nprovision.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

\n

“Non-Qualified Stock Option” shall mean an option granted under Section 6 of
\nthe Plan that is not an Incentive Stock Option.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(q)<\/p>\n<\/td>\n

\n

“Participant” shall mean any Employee or Director selected to receive an
\nAward.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(r)<\/p>\n<\/td>\n

\n

“Performance Share” shall mean a Stock Unit or Stock Award that is subject to
\nthe attainment of performance goals described in Section 4(b) in order to
\nqualify such Award as “performance-based compensation” within the meaning of
\nSection 162(m) of the Code, as provided in Section 8.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(s)<\/p>\n<\/td>\n

\n

“Plan” shall mean the Northern Trust Corporation 2012 Stock Plan. The Plan
\nconsists of two plans for purposes of Code Section 409A, one for Awards granted
\nto individuals in their capacity as Employees and one for Awards granted to
\nindividuals in their capacity as Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(t)<\/p>\n<\/td>\n

\n

“Replacement Option” shall mean an option granted under Section 6(f) of the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(u)<\/p>\n<\/td>\n

\n

“Separation from Service,” in the case of Awards made to an individual in his
\ncapacity as an Employee, shall mean that a Participant dies, retires or
\notherwise has a termination of employment with the Corporation. A termination of
\nemployment will be deemed to occur when the Corporation and the Participant
\nreasonably anticipate that the level of bona fide services the Participant will
\nperform for the Corporation (as an Employee or independent contractor, but not
\nas a director) after a certain date will permanently decrease to less than 50
\npercent of the average level of bona fide services performed by the Participant
\nfor the Corporation (as an Employee or independent contractor, but not as a
\ndirector) in the immediately preceding 36 months (or the full period of the
\nParticipant153s services to the Corporation if the Participant has been providing
\nservices to the Corporation for less than 36 months), determined in accordance
\nwith Treas. Reg. Sec. 1.409A-1(h). The employment relationship will be treated
\nas continuing intact while the Participant is on a bona fide leave of absence
\n(determined in accordance with Treas. Reg. Sec. 409A-1(h)) but (i) only if there
\nis a reasonable expectation that the Participant will return to active
\nemployment status, and (ii) only to the extent that such leave of absence does
\nnot exceed 6 months, or, if longer, for so long as the Participant has a
\nstatutory or contractual right to reemployment. For purposes of this Section
\n20(t), references to the Corporation shall include the Corporation and any
\nperson with whom the Corporation is considered to be a single employer under\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

14<\/p>\n

\n\n\n\n
<\/td>\n\n

Section 414(b) of the Code and all persons with whom the Corporation would be
\nconsidered a single employer under Code Section 414(c) substituting 50% for the
\n80% standard that would otherwise apply. For purposes of determining whether an
\nEmployee has incurred a Separation from Service under this Plan with respect to
\nAwards made to him as an Employee, his services as a Director shall be
\ndisregarded. Separation from Service in the case of Awards made to an individual
\nin his capacity as a Director shall mean the date on which the Director dies or
\notherwise terminates his or her membership on the Board. For purposes of
\ndetermining whether a Director has incurred a Separation from Service under this
\nPlan with respect to Awards made to him as a Director, his services as an
\nEmployee shall be disregarded.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

“Stock Appreciation Right” shall mean any right granted under Section 7 of
\nthe Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(w)<\/p>\n<\/td>\n

\n

“Stock Award” shall mean a grant of shares of Common Stock under Section 9 of
\nthe Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

\n

“Stock Option” shall mean an Incentive Stock Option or a Non-Qualified Stock
\nOption granted under Section 6 of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(y)<\/p>\n<\/td>\n

\n

“Stock Unit” shall mean a grant of a right to receive shares of Common Stock
\nor cash under Section 10 of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(z)<\/p>\n<\/td>\n

\n

“Subsidiary” shall mean any entity that is directly or indirectly controlled
\nby the Corporation or any entity in which the Corporation has a significant
\nequity or other interest, as determined by the Committee in its discretion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

21.<\/p>\n<\/td>\n

\n

The Stock Options, Stock Appreciation Rights, Performance Shares and Stock
\nAwards granted under the Plan are intended to be exempt from, and the Stock
\nUnits granted under the Plan are intended to comply in all applicable respects
\nwith, the requirements of Code Section 409A, and the Plan and applicable Award
\nAgreements shall be construed and administered so as to cause such Awards to be
\nexempt from or comply with that Code section, respectively, as applicable. In
\naddition, Incentive Stock Options granted under the Plan, are intended to comply
\nin all applicable respects with the requirements of Code Section 422, and the
\nPlan and Award Agreements shall be construed and administered so as to cause
\nsuch Awards to comply with that Code section.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n

\n

NORTHERN TRUST CORPORATION (the “Corporation”)
\n<\/strong><\/p>\n

2012 STOCK PLAN <\/strong><\/p>\n

2012 UK INLAND REVENUE APPROVED ADDENDUM <\/strong>\n<\/p>\n\n\n\n
\n

1. Purpose<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.1<\/p>\n<\/td>\n

\n

This Addendum to the Northern Trust Corporation 2012 Stock Plan (the “2012
\nPlan”) is for the benefit of employees of the Corporation or a Subsidiary, who
\nare, or may become, resident in the United Kingdom.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.2<\/p>\n<\/td>\n

\n

The terms and conditions of this Addendum are established in order to ensure
\nStock Options granted under the 2012 Plan to Eligible Employee who are resident
\nor may become resident in the United Kingdom, are granted under a share option
\nplan approved under Schedule 4 of ITEPA (“Schedule 4”), to the extent that such
\nStock Options are specified as having been granted pursuant to this Addendum.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.3<\/p>\n<\/td>\n

\n

This Addendum should be read in conjunction with the 2012 Plan and is subject
\nto the terms and conditions of the 2012 Plan except to the extent that the terms
\nand conditions of the 2012 Plan differ from or conflict with the terms set out
\nin this Addendum in which event the terms set out in this Addendum shall
\nprevail.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.4<\/p>\n<\/td>\n

\n

This Addendum applies to the grant of Stock Options only and is not intended
\nto apply to the grant of any other rights to acquire shares that may be granted
\nunder the 2012 Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2. Definitions<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

2.1<\/p>\n<\/td>\n

\n

For the purpose of this Addendum, where the context permits, the definition
\nof words used in this Addendum shall be as stated in the 2012 Plan and in
\naddition the following terms shall have the meanings listed below:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Appropriate Period” <\/strong><\/p>\n<\/td>\n

\n

the period specified in Paragraph 26(3) of Schedule 4;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Approved”<\/strong><\/p>\n<\/td>\n

\n

the meaning given by section 521(4) of ITEPA;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Approved CSOP Scheme”<\/strong><\/p>\n<\/td>\n

\n

a CSOP scheme (within the meaning given by section 521(4) of ITEPA) which is
\nApproved;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Approved Market Value”<\/strong><\/p>\n<\/td>\n

\n

in relation to a Share on any day:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(A) i<\/p>\n<\/td>\n

\n

f and so long as the Shares are listed on the New York Stock Exchange its
\nComposite Tape closing market quotation (as reported in the Wall Street Journal
\nmidwest edition);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(B) i<\/p>\n<\/td>\n

\n

f and so long as the Shares are listed on the London Stock Exchange, its
\nmiddle market quotation (as derived from the Daily Official List); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

16<\/p>\n

\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

subject to (A) and (B) above, its market value, determined in accordance with
\nPart VIII of the United Kingdom Taxation of Chargeable Gains Act 1992 and agreed
\nin advance for the purposes of this Addendum with HMRC Shares and Assets
\nValuation;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Approved Stock Option”<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

a Stock Option granted pursuant to this Addendum;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Associated Company” <\/strong><\/p>\n<\/td>\n

\n

the meaning given by Paragraph 35(1) of Schedule 4;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Control”<\/strong><\/p>\n<\/td>\n

\n

the meaning given in section 719 of ITEPA;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Date of Grant”<\/strong><\/p>\n<\/td>\n

\n

the date on which an Approved Stock Option is granted;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Dealing Day”<\/strong><\/p>\n<\/td>\n

\n

any day on which the NASDAQ Stock Exchange is open for the transaction of
\nbusiness;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Eligible Employee”<\/strong><\/p>\n<\/td>\n

\n

any individual who at the Date of Grant is:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(A) an employee of a Participating Company; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

a director of a Participating Company who devotes substantially the whole of
\nhis working time to his duties and is required under the terms of his office or
\nemployment with a Participating Company to devote to his duties not less than 25
\nhours per week (excluding meal breaks); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

in either case, not precluded by Paragraph 9 of Schedule 4 (the “no material
\ninterest requirement”) from participating in this Addendum;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Exercise Price”<\/strong><\/p>\n<\/td>\n

\n

the price per Share as determined by the Committee at which an Optionee may
\nacquire Shares on the exercise of an Approved Stock Option;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“HMRC”<\/strong><\/p>\n<\/td>\n

\n

Her Majesty153s Revenue and Customs of the United Kingdom;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“ITEPA”<\/strong><\/p>\n<\/td>\n

\n

the United Kingdom Income Tax (Earnings and Pensions) Act 2003;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Key Feature”<\/strong><\/p>\n<\/td>\n

\n

the meaning given by Paragraph 35(1) of Schedule 4;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Optionee”<\/strong><\/p>\n<\/td>\n

\n

An Eligible Employee to whom an Approved Stock Option has been granted (or
\nwhere the context requires his personal representatives);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Optionee153s Employer”<\/strong><\/p>\n<\/td>\n

\n

in relation to an Optionee, the Subsidiary that is the Optionee153s employer,
\nor any other person that is obliged to account for any Option Tax Liability;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17<\/p>\n

\n\n\n\n
\n

“Option Tax Liability”<\/strong><\/p>\n<\/td>\n

\n

in relation to an Optionee, any liability of the Optionee153s Employer to
\naccount to HMRC or any other tax authority for any amount of, or representing,
\nincome tax or employee153s national insurance contributions or any equivalent
\ncharge in the nature of tax or social security contributions (whether under the
\nlaws of the UK or of any other jurisdiction) which may arise upon the exercise
\nof, or the acquisition of Shares pursuant to, an Approved Stock Option;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Participating Company”<\/strong><\/p>\n<\/td>\n

\n

(A) the Corporation; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

any other company of which the Corporation has Control and which is a
\nSubsidiary of the Corporation and which the Committee shall select to
\nparticipate for the time being in this Addendum. For the avoidance of doubt any
\ncompany of which the Corporation does not have Control cannot be nominated as a
\nParticipating Company; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

“Shares”<\/strong><\/p>\n<\/td>\n

\n

Common Stock, with a par value of $1.66 2<\/sup>\/3 per share, of the
\nCorporation which satisfies Paragraphs 16 to 20 inclusive of Schedule 4.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

2.2<\/p>\n<\/td>\n

\n

Reference in this Addendum to any statutory provisions are to those
\nprovisions as amended, extended or re-enacted from time to time, and shall
\ninclude any regulations made thereunder. The United Kingdom Interpretation Act
\n1978 shall apply to this Addendum mutatis mutandis as if it was an Act of
\nParliament.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3. Eligibility<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A UK individual shall not be entitled to be granted Approved Stock Options
\nunless he is an Eligible Employee on the Date of Grant. Section 3 of the 2012
\nPlan shall be construed accordingly.<\/p>\n\n\n\n
\n

4. Grant<\/strong><\/p>\n<\/td>\n

\n

of Options <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.1<\/p>\n<\/td>\n

\n

The Exercise Price must be stated at the time the Approved Stock Option is
\ngranted. Without prejudice to the provisions of Section 6(b) of the 2012 Plan,
\nthe Exercise Price must not be less than the Approved Market Value on the
\nrelevant Date of Grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.2<\/p>\n<\/td>\n

\n

If the Committee, under the powers conferred by Section 6(a) or any other
\nprovision of the 2012 Plan, determines the terms and conditions of any Approved
\nStock Option, such terms and conditions shall:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.2.1<\/p>\n<\/td>\n

\n

be objective, specified at the Date of Grant and set out in full in, or
\ndetails given with, the written Stock Option Agreement; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.2.2<\/p>\n<\/td>\n

\n

be such that rights to exercise such Approved Stock Options after the
\nfulfillment or attainment of any terms and conditions so specified shall not be
\ndependant upon the further discretion of any person; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18<\/p>\n

\n\n\n\n
<\/td>\n\n

4.2.3<\/p>\n<\/td>\n

\n

not be capable of amendment, variation or waiver unless events occur which
\ncause the Committee to reasonably consider a waived, varied or amended term and
\ncondition a fairer measure of performance and would be no more difficult to
\nsatisfy.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.3<\/p>\n<\/td>\n

\n

No Approved Stock Option shall be granted to an Eligible Employee at any time
\nif it would result in:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

the aggregate Approved Market Value of the Shares (determined when the rights
\nwere obtained) which he may acquire in pursuance of Approved Stock Options; and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the aggregate market value of shares (determined when the rights were
\nobtained) which the Eligible Employee could acquire by the exercise of an option
\n(which has neither lapsed nor been exercised) under any other Approved CSOP
\nScheme and in each case established by the Corporation, or any Associated
\nCompany;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

exceeding or further exceeding 30,000 or, if different, such other limit
\ncontained from time to time in Paragraph 6 of Schedule 4, and “market value” in
\nparagraph 4.3(ii) shall be construed consistently with that Paragraph 6. Section
\n5 of the 2012 Plan shall be construed accordingly.<\/p>\n\n\n\n
<\/td>\n\n

4.4<\/p>\n<\/td>\n

\n

The conversion rate to be used to determine the pound sterling equivalent of
\nthe US dollar price of the Shares will be the mid-market spot closing exchange
\nrate as quoted in the Financial Times (or such other journal as the Committee
\nmay determine and agree in advance with HMRC Shares and Assets Valuation)
\npublished on the Date of Grant of the Approved Stock Option (or, if not a
\nDealing Day, the last preceding Dealing Day). The price will be such that the
\nApproved status of this Addendum is retained.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.5<\/p>\n<\/td>\n

\n

If the Committee attempts to grant an Approved Stock Option which is
\ninconsistent with paragraph 4.3, the Approved Stock Option will be limited and
\ntake effect on a basis consistent with the provisions of paragraph 4.3 of this
\nAddendum. The Committee may call in the Stock Option Agreement for endorsement,
\nreplacement or cancellation (as appropriate), subject to the provisions of
\nSection 5(f) of the 2012 Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.6<\/p>\n<\/td>\n

\n

This Addendum shall not become effective and no Approved Stock Options shall
\nbe granted under it until it has been Approved.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.7<\/p>\n<\/td>\n

\n

Each Approved Stock Option shall be designated as such in the written and
\nsigned Stock Option Agreement which shall be issued to an Optionee as soon as
\npracticable following the Date of Grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.8<\/p>\n<\/td>\n

\n

The dates on which an Approved Stock Option shall become exercisable shall be
\nclearly stated in the Stock Option Agreement at the Date of Grant. The Committee
\nshall have no discretion to shorten or lengthen the exercise schedule with
\nrespect to any or all Approved Stock Options except to the extent provided in
\nthe relevant Stock Option Agreements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

19<\/p>\n

\n\n\n\n
\n

5. Exercise<\/strong><\/p>\n<\/td>\n

\n

of Options <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The following paragraphs shall be added to Section 6 of the 2012 Plan to read
\nas follows:<\/p>\n\n\n\n
<\/td>\n\n

5.1<\/p>\n<\/td>\n

\n

An Optionee may not exercise an Approved Stock Option if he is ineligible to
\nparticipate in this Addendum by virtue of Paragraph 9 of Schedule 4 (the “no
\nmaterial interest” requirement).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.2<\/p>\n<\/td>\n

\n

An Approved Stock Option shall be exercised by the Optionee giving notice to
\nthe Corporation in writing on a form approved by the Corporation of the number
\nof Shares in respect of which he wishes to exercise the Approved Stock Option
\naccompanied by payment of the Exercise Price in respect of such Shares and shall
\nbe effective on the date of its receipt by the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.3<\/p>\n<\/td>\n

\n

The Exercise Price payable upon exercise of an Approved Stock Option shall
\ncomprise entirely of cash, cheque or other form of cash transfer. Section 6(e)
\nof the 2012 Plan shall be construed accordingly.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.4<\/p>\n<\/td>\n

\n

The Corporation shall use its best endeavours to ensure that the certificate
\nof Shares covered by the exercise of an Approved Stock Option is delivered to
\nthe Optionee, or as the case may be, his personal representative, within 30 days
\nof the date of exercise.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.5<\/p>\n<\/td>\n

\n

Shares issued pursuant to the exercise of an Approved Stock Option shall rank
\npari passu with Shares then in issue, except that they shall not rank for any
\nright attaching to Shares by reference to a record date preceding the date of
\nexercise.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.6<\/p>\n<\/td>\n

\n

No Stock Options may be exercised later than the tenth anniversary of the
\nDate of Grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6. Variation<\/strong><\/p>\n<\/td>\n

\n

of Share Capital <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Following a variation of share capital (as that phrase is used in Paragraph
\n22 of Schedule 4) any adjustment proposed under Section 11 of the 2012 Plan
\nshall not be effective in relation to Approved Stock Options unless the prior
\napproval of an officer of HMRC has been obtained for such adjustment. No
\nadjustments pursuant to Section 11 of the 2012 Plan may be made to Approved
\nStock Options other than in relation to such a variation of share capital.<\/p>\n\n\n\n
\n

7. Change<\/strong><\/p>\n<\/td>\n

\n

of Control <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

7.1<\/p>\n<\/td>\n

\n

Upon a Change in Control (as defined in the 2012 Plan), unless otherwise
\ndetermined by the Committee at the Date of Grant and specified in a Stock Option
\nAgreement, all outstanding Approved Stock Options shall become fully exercisable
\nand all restrictions thereon shall terminate in order that Optionees may fully
\nrealise the benefits thereunder within such period as may be specified by the
\nCommittee, but which shall not exceed six months, from the Change in Control. To
\nthe extent that an Approved Stock Option is not so exercised, it will lapse.
\nSection 13(a) shall be construed accordingly.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

7.2<\/p>\n<\/td>\n

\n

Notwithstanding Rule 7.1, if another company (the “Successor Company”):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

20<\/p>\n

\n\n\n\n
<\/td>\n\n

7.2.1<\/p>\n<\/td>\n

\n

obtains Control of the Corporation as a result of making a general offer to
\nacquire the whole of the issued ordinary share capital of the Corporation (which
\nis made on the condition such that if it is satisfied the Successor Company will
\nhave control of the Corporation); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

7.2.2<\/p>\n<\/td>\n

\n

obtains Control of the Corporation as a result of making a general offer to
\nacquire all the Shares in the Corporation which are of the same class as the
\nShares which may be acquired by the exercise of Approved Stock Options (ignoring
\nany Shares which are already owned by it or a member of the same group of
\ncompanies); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

7.2.3<\/p>\n<\/td>\n

\n

obtains Control of the Corporation in pursuance of a compromise or
\narrangement sanctioned by the Court under section 899 of the United Kingdom
\nCompanies Act 2006 (“the 2006 Act”) or any local equivalent (that is agreed by
\nHMRC to be closely comparable to the UK legislation) of the same; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

7.2.4<\/p>\n<\/td>\n

\n

becomes bound or entitled to acquire Shares in the Corporation under sections
\n979 to 982 of the 2006 Act or the local equivalent (that is agreed by HMRC to be
\nclosely comparable to the UK legislation) of the same,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

then the Optionee may, by agreement with the Successor Company, at any time
\nwithin the Appropriate Period, release any Approved Stock Option which has not
\nlapsed (“the Old Option”) in consideration of the grant to him of an Approved
\nStock Option (the “New Option”) which (for the purposes of Paragraph 27 of
\nSchedule 4) is equivalent to the Old Option but relates to shares in a different
\ncompany (whether the Successor Company itself or some other company falling
\nwithin Paragraph 27(2)(b) of Schedule 4). For this purpose, the New Option shall
\nnot he regarded as equivalent to the Old Option unless the conditions set out in
\nParagraph 27(4) of Schedule 4 are satisfied.<\/p>\n\n\n\n
<\/td>\n\n

7.3<\/p>\n<\/td>\n

\n

For the purposes of any application of the provisions of this Addendum, where
\nany holder of an Approved Stock Option has released an Old Option, any New
\nOption granted shall be regarded as having been granted at the same time as the
\nOld Option. With effect from the date of release, the New Option shall be
\nsubject to the same provisions of this Addendum as applied to the Old Option
\nexcept that the following terms have the meaning assigned to them in this
\nparagraph and not the meanings elsewhere in the 2012 Plan or in this Addendum:-\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Committee” means the Committee of Directors of the company in respect of
\nwhose shares New Options have been granted or a duly appointed committee
\nthereof;<\/p>\n

“Corporation” means the company or in respect of whose shares new options
\nhave been granted; and<\/p>\n

“Shares” means fully paid ordinary shares or common stock in the capital of
\nthe company over whose shares New Options have been granted and which satisfy
\nthe conditions specified in Paragraphs 16 to 20 of Schedule 4.<\/p>\n

21<\/p>\n

\n\n\n\n
\n

8. Transferability<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For the purposes of this Addendum, subject to any rights of exercise by the
\nOptionee153s personal representative as set out in the Stock Option Agreement,
\nevery Approved Stock Option shall be personal to the Optionee and may not be
\nsold, transferred or disposed of in any way. Section 12 of the 2012 Plan shall
\nbe construed accordingly.<\/p>\n\n\n\n
\n

9. Termination<\/strong><\/p>\n<\/td>\n

\n

of Employment <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

9.1<\/p>\n<\/td>\n

\n

If an Optionee dies, unless otherwise specified in the Stock Option Agreement
\nhis Approved Stock Option shall terminate within a period not exceeding one year
\nfollowing his death, but not later than the date the Stock Option expires
\npursuant to its terms. Section 12 of the 2012 Plan shall be construed
\naccordingly.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

9.2<\/p>\n<\/td>\n

\n

If an Optionee153s employment terminates for any reason, his Approved Stock
\nOption shall only be capable of exercise in accordance with any provisions
\nspecified in the Stock Option Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10. Taxation<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

10.1<\/p>\n<\/td>\n

\n

The Optionee shall indemnify the Corporation and the Optionee153s Employer
\nagainst any liability of any such person to account for any Option Tax Liability
\nin relation to anything done in relation to an Approved Stock Option.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

10.2<\/p>\n<\/td>\n

\n

If in any jurisdiction an Option Tax Liability arises, then, unless either:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

10.2.1<\/p>\n<\/td>\n

\n

within the period of 30 days beginning with the date on which the Approved
\nStock Option is exercised, the Optionee153s Employer is able to withhold the
\namount of that liability from payment of the Optionee153s remuneration; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

10.2.2<\/p>\n<\/td>\n

\n

the Optionee has indicated (either in the notice of exercise or in such other
\nmanner as the Committee may specify) that he or she will make a payment to the
\nCorporation of an amount equal to the Option Tax Liability and the Optionee
\ndoes, within 14 days of being notified by the Corporation of the amount of the
\nOption Tax Liability, make that payment to the Corporation; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

10.2.3<\/p>\n<\/td>\n

\n

the Optionee has authorized, (in the notice of exercise or in such other
\nmanner as the Committee may specify) the Corporation, to the extent necessary to
\nreimburse the Optionee153s Employer, to sell as agent for the Optionee (at the
\nbest price which may reasonably be obtained at the time of sale) a sufficient
\nnumber of the Shares acquired pursuant to that Approved Stock Option, and to
\nprocure the payment to the Optionee153s Employer out of the net proceeds of sale
\nof those Shares (after deduction of all fees, commissions and expenses incurred
\nin relation to that sale) of monies sufficient to satisfy the indemnity
\nmentioned in paragraph 10.1,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

the Corporation shall, to the extent necessary to reimburse the Optionee153s
\nEmployer, have the right to sell as agent for the Optionee (at the best price
\nwhich may reasonably be obtained at the time of sale) a sufficient number of the
\nShares acquired pursuant to that Approved Stock Option, and to procure the
\npayment to the Optionee153s Employer out of the net proceeds<\/p>\n

22<\/p>\n

\n

of sale of those Shares (after deduction of all fees, commissions and
\nexpenses incurred in relation to that sale) of monies sufficient to satisfy the
\nindemnity mentioned in paragraph 10.1.<\/p>\n\n\n\n
\n

11. Other<\/strong><\/p>\n<\/td>\n

\n

Amendments to the 2012 Plan <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The 2012 Plan shall be deemed amended as follows for the purposes of
\nconstruing this Addendum:<\/p>\n\n\n\n
<\/td>\n\n

11.1<\/p>\n<\/td>\n

\n

All references to Stock Appreciation Rights, Performance Shares, Stock Awards
\nand Stock Units shall not apply (save to the extent that those terms are used in
\nSection 5).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.2<\/p>\n<\/td>\n

\n

Section 6(d) shall be deleted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.3<\/p>\n<\/td>\n

\n

Section 6(f) shall be deleted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.4<\/p>\n<\/td>\n

\n

Section 11 shall only apply to this Addendum to the extent that any
\nprovisions made for Optionees do not prejudice its Approved status and the
\nCorporation will inform HMRC if any provisions are made that so prejudice the
\nstatus of the Addendum.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.5<\/p>\n<\/td>\n

\n

Section 14(a) shall only apply to this Addendum to the extent that any
\nprovisions so determined by the Committee do not prejudice its Approved status.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.6<\/p>\n<\/td>\n

\n

Section 14(d) shall be deleted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.7<\/p>\n<\/td>\n

\n

Section 15 shall be deleted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

12. Amendment<\/strong><\/p>\n<\/td>\n

\n

of the Addendum or Plan <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

12.1<\/p>\n<\/td>\n

\n

Subject to paragraph 12.2, the terms of this Addendum may be amended in
\naccordance with the provisions of Section 16 of the 2012 Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

12.2<\/p>\n<\/td>\n

\n

At any time after this Addendum is Approved, no amendment to a Key Feature of
\nthis Addendum, nor any amendment to any provision of the 2012 Plan or associated
\ndocumentation (including the Stock Option Agreements used for the grant of
\nApproved Stock Options) which is a Key Feature of the Approved CSOP Scheme
\nconstituted by this Addendum, shall take effect with respect to Approved Stock
\nOptions except to the extent that that amendment has been approved by an officer
\nof HMRC (so long as the Addendum is to continue to be Approved). Section 16 of
\nthe 2012 Plan shall be construed accordingly.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

23<\/p>\n

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