[{"id":"e121f334-eb03-491c-8caa-6a2622cb50ee","order":1,"text":"EMPLOYEE BONUS AND INCENTIVE COMPENSATION PLAN","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"64ae8dd6-2469-4827-936b-4e44c1bc91a1","order":2,"text":"[Name of the Plan]","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"307a1d35-c4c4-4f5d-b2e6-94c395906c1c","order":3,"text":"Effective as of [Effective Date]","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"c1978e45-df27-4939-b69c-0b85a8ce73b4","order":4,"text":"This Employee Bonus and Incentive Compensation Plan (the \"Plan\") is established and adopted by [Company legal name], a [State of organization] corporation having its principal place of business at [Street address], [City, State ZIP] (the \"Company\"), effective as of [Effective Date] (the \"Effective Date\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"711e8c53-884b-464e-ba8d-df976c8f0768","order":5,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"6"},{"id":"6e8cc1ed-7ab7-4dd6-9196-0dd3e35c492c","order":6,"text":"WHEREAS, the Company wishes to recognize and reward the contribution made by selected employees to its financial and operating results;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37a37eb8-384a-4bf1-943d-a6e511141bc7","order":7,"text":"WHEREAS, the Company wishes to record the terms on which bonus and incentive compensation may be awarded, determined and paid, and the conditions that must be satisfied before any such compensation becomes payable;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6a0c4a94-52d1-4fe6-a4d5-ef2ef3aad2ad","order":8,"text":"WHEREAS, the Company intends that no amount described in the Plan shall be treated as earned, vested or accrued compensation unless and until every condition set out in the Plan has been satisfied; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b41b40f-c00d-414e-ade9-befbf41bb7c3","order":9,"text":"WHEREAS, the Company wishes to reserve to itself the discretion to amend, suspend or terminate the Plan and to determine, adjust, reduce or withhold any award in accordance with the terms of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"20c71017-391e-4fe7-90af-6f14ad2d11d7","order":10,"text":"NOW, THEREFORE, the Company hereby adopts the Plan on the terms and subject to the conditions set out below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"e27c933f-6723-44f0-9873-995c02bbb64d","order":11,"text":"1. PURPOSE AND SCOPE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S01"},{"id":"5ddf84e5-ce30-49f9-94a0-78c3d2178188","order":12,"text":"The purpose of the Plan is to attract, retain and motivate employees whose efforts contribute materially to the success of the Company, by offering the opportunity to receive additional cash compensation on the terms set out in the Plan. The Plan is known as the [Name of the Plan].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7595179d-b3e9-4a0d-85dc-72ee36a3f0c1","order":13,"text":"The Plan provides for performance-based incentive awards determined by reference to pre-established Performance Goals.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33d6714d-271e-44a0-86d3-de3e9eba4865","order":14,"text":"The Plan governs only the bonus and incentive compensation it describes. It does not govern base salary, commissions or sales incentives payable under a separate commission plan, equity or equity-based awards, retention or signing bonuses granted under a separate written agreement, severance, or any other form of compensation, each of which remains subject to its own terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df5b8b8f-1240-4fb6-b3ae-7a4d41eeb0ac","order":15,"text":"Nothing in the Plan confers on any employee a right to receive an Award, a right to continue in employment, or a right to be treated in the same manner as any other employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1668bf1-2986-44e8-846b-5dcd4b89b7ba","order":16,"text":"2. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S02"},{"id":"e5536731-f125-4530-a949-119c71ca468e","order":17,"text":"The following terms have the meanings set out below wherever they appear in the Plan with an initial capital letter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e72cc590-2d4f-446e-8205-8dbf0b151a2b","order":18,"text":"\"Affiliate\" means an entity that controls, is controlled by or is under common control with the Company, control meaning the ownership, directly or indirectly, of more than fifty percent (50%) of the voting power or of the economic interests of that entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ef2be12-bd8b-4419-abe5-975974c04e56","order":19,"text":"\"Award\" means a cash bonus or incentive payment that becomes payable to a Participant under the Plan, determined and paid in accordance with the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"288dce7b-369c-4cf0-a6bb-2a96c7613c3c","order":20,"text":"\"Base Salary\" means the annualized base rate of pay of the Participant in effect on the last day of the Performance Period, excluding overtime, shift differentials, bonuses, commissions, allowances, expense reimbursements, equity compensation and any other form of additional or contingent compensation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a73608bd-8ed9-4157-b867-016b78cb1913","order":21,"text":"\"Beneficiary\" means the person designated in writing by a Participant, on a form provided by the Plan Administrator, to receive any Award that becomes payable after the death of the Participant or, in the absence of an effective designation, the estate of the Participant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4375628f-01c7-4082-b44c-b139568daaba","order":22,"text":"\"Cause\" means, as determined by the Plan Administrator in its discretion: dishonesty, fraud, embezzlement or misappropriation; conviction of, or a plea of guilty or no contest to, a felony or a crime involving dishonesty; a material breach of a written agreement with the Company or of a policy of the Company; a material violation of law committed in the course of employment; gross negligence or willful misconduct in the performance of duties; or the unauthorized use or disclosure of confidential information or trade secrets of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"99778e5e-c418-48aa-96df-7dcd1ef0a8c2","order":23,"text":"\"Change in Control\" means the acquisition by a person or group, in one transaction or in a series of related transactions, of the beneficial ownership of securities representing more than fifty percent (50%) of the total voting power of the Company; a merger, consolidation or reorganization after which the holders of the voting securities of the Company immediately before the transaction hold, directly or indirectly, fifty percent (50%) or less of the total voting power of the surviving or resulting entity; or the sale, lease or other disposition of all or substantially all of the assets of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d6e4b3b-4530-4a98-83ec-ec5c0abfb515","order":24,"text":"\"Code\" means the Internal Revenue Code of 1986, as amended, together with the regulations and other guidance issued under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70330bfa-2652-4a02-8860-0efec71fc4d3","order":25,"text":"\"Determination Date\" means the date on which the Plan Administrator determines in writing whether and to what extent an Award has been earned for a Performance Period, as described in the Section entitled \"Determination and Payment of Awards\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b78f9b3e-571b-4e7b-85b9-e44ec9afbf82","order":26,"text":"\"Disability\" means a physical or mental impairment that qualifies the Participant for benefits under the long-term disability plan of the Company or, if no such plan is then in force, that renders the Participant unable to perform the essential functions of the position held, with or without reasonable accommodation, for a continuous period of not less than one hundred and eighty (180) days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"671eafe3-7395-436f-8e7d-48a5c5f15c87","order":27,"text":"\"Eligible Employee\" means an employee of the Company who satisfies the conditions set out in the Section entitled \"Eligibility and Participation\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81178e45-b37c-427d-99ea-6d3774ac7c05","order":28,"text":"\"Participant\" means an Eligible Employee designated by the Plan Administrator as a participant in the Plan for a Performance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"808d496f-c9fc-433d-ad3c-be6ddb7a6cee","order":29,"text":"\"Participation Notice\" means a written or electronic notice given to a Participant that records the Performance Period, the Target Award and any individual terms applicable to that Participant, substantially in the form appended to the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ea4ca0b2-902b-43f5-ab87-eddcb8b34f89","order":30,"text":"\"Payment Date\" means the date on which an Award is actually paid to a Participant under the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b66543e1-b067-46e9-b3e6-fafb316f7e97","order":31,"text":"\"Performance Goal\" means a financial, operational, strategic or individual objective established by the Plan Administrator for a Performance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9449a6b-0b1d-404f-aefb-0a7e8bc7a7a6","order":32,"text":"\"Performance Period\" means the Plan Year, unless the Plan Administrator specifies a different period in a Participation Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8be8a574-4a2a-4bdb-8cdc-b4e6be63572b","order":33,"text":"\"Plan Administrator\" means the [Committee or officer], or any other person or committee to whom the administration of the Plan is delegated in accordance with the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ea2997e-098d-4070-9cec-b850fcfff654","order":34,"text":"\"Plan Year\" means the calendar year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a12e995-9324-4141-bd3a-90c1995028ea","order":35,"text":"The fiscal year of the Company ends on [Month and day] in each year, and every reference in the Plan to a Plan Year is a reference to the twelve-month period ending on that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c0daa592-b8f6-4c4d-a177-23d57ef24dfe","value":"the fiscal year of the Company","type":"add","operator":"="}]},{"id":"a8322848-ee32-46af-a5bb-5454430c7f73","order":36,"text":"\"Retirement\" means a voluntary termination of employment by a Participant who, at the date of termination, is at least sixty-two (62) years of age and has completed at least five (5) years of continuous service with the Company, provided that the Participant is not then the subject of an investigation or disciplinary process that could result in a termination for Cause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ced1fd7-ad4a-40a9-9381-f8ed453c1aed","order":37,"text":"\"Target Award\" means the amount payable to a Participant if the applicable conditions are satisfied at target level, determined as described in the Section entitled \"Form and Determination of Awards\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6eed098b-ae25-4708-863f-b15db4f70b16","order":38,"text":"3. ADMINISTRATION OF THE PLAN","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S03"},{"id":"cfaf153a-d998-476f-8112-052c271cfd5b","order":39,"text":"The Plan is administered by the Plan Administrator. Subject to the terms of the Plan and to applicable law, the Plan Administrator has sole and absolute discretionary authority to designate Eligible Employees and Participants; to establish, modify and waive Performance Goals; to determine whether and to what extent any condition of the Plan has been satisfied; to determine the amount and timing of any Award; to adjust, reduce, including to zero, or withhold any Award; to interpret and construe the Plan and any Participation Notice; to correct any defect, omission or inconsistency; and to adopt, amend and rescind rules and procedures for the administration of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"45acde03-3f1e-4900-aef0-9be573b66130","order":40,"text":"Every determination of the Plan Administrator is final, binding and conclusive on all persons. Determinations need not be uniform among Participants, whether or not they are similarly situated, and no Participant is entitled to be treated in the same manner as any other Participant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"290c6a44-ff34-4ceb-81a6-cfbc9e47a71a","order":41,"text":"The Plan Administrator may delegate its authority under the Plan, in whole or in part, to one or more officers or employees of the Company, except in respect of any matter that applicable law or the governing documents of the Company reserve to the board of directors, to the compensation committee or to an equivalent governing body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"231b52ec-ad29-493c-9118-9a48fa2f7041","order":42,"text":"No director, member of any committee, officer or employee of the Company is personally liable for any action, determination or interpretation made in good faith in relation to the Plan, and each such person is indemnified by the Company to the fullest extent permitted by law and by the governing documents of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d35a32f-be60-4b06-944e-3460baabcfc9","order":43,"text":"4. PARTICIPATING EMPLOYERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S04"},{"id":"22eb3ba8-1c3f-4c9e-abfb-f26500f76780","order":44,"text":"The Plan Administrator may designate one or more Affiliates as participating employers under the Plan. An employee of a designated Affiliate who satisfies the conditions of the Plan is eligible to be designated as a Participant on the same terms as an employee of the Company, and every reference in the Plan to employment with the Company includes employment with a participating employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5dc75ab1-ee56-4853-bc91-516ed034086f","order":45,"text":"Each participating employer is responsible for the payment of Awards to its own employees and for the related withholding, reporting and record-keeping obligations, unless the Company determines otherwise. A transfer of employment between the Company and an Affiliate is not a termination of employment for the purposes of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d6393f5-5a10-461a-9022-32dfe82c1df0","order":46,"text":"The Company may withdraw the designation of a participating employer at any time. If an entity ceases to be an Affiliate during a Performance Period, the Plan Administrator determines whether and to what extent an Award remains payable to an employee of that entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"170b87f9-d54e-4fcc-97ac-e65da5387c77","order":47,"text":"5. ELIGIBILITY AND PARTICIPATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S05"},{"id":"ce4c4798-490f-4c74-903a-4594e2fc5c59","order":48,"text":"The Plan is open to both exempt employees and non-exempt employees who are entitled to overtime compensation. An employee is an Eligible Employee if the employee falls within that description and is actively employed by the Company, and becomes a Participant only when designated as such by the Plan Administrator for the relevant Performance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"682dbd9b-6d3b-4941-9e3c-256427a49fde","order":49,"text":"Designation as a Participant for one Performance Period does not entitle any employee to be designated as a Participant for any other Performance Period. The Plan Administrator may add or remove Participants at any time before the Determination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e2b031f-94d3-448f-86e5-dbeea052ed3e","order":50,"text":"The Plan applies to employees whose principal place of employment is in the United States. An employee assigned outside the United States participates only if the Plan Administrator so determines in writing and subject to any local law requirement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f339a4cc-5cf5-4ce7-af01-c58b5a515f57","order":51,"text":"Individuals engaged as independent contractors, consultants, temporary workers, interns or workers supplied by a staffing agency are not eligible to participate in the Plan, regardless of any subsequent reclassification of their status by any court or agency, unless the Plan Administrator expressly determines otherwise in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35b7328e-a0c9-4151-a08e-caa49fcc87e7","order":52,"text":"An employee who becomes an Eligible Employee after the first day of a Performance Period may, in the discretion of the Plan Administrator, be designated as a Participant for that Performance Period, in which case any Award is prorated by reference to the number of days of active employment during the Performance Period unless the Plan Administrator determines otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6b4594b3-d8b4-492a-8475-c33980f30bae","value":"prorate","type":"add","operator":"="}]},{"id":"334b07e5-f544-4242-ac46-cb80592c135e","order":53,"text":"An employee who becomes an Eligible Employee after the first day of a Performance Period is not eligible to receive an Award for that Performance Period and is first considered for participation in the following Performance Period, unless the Plan Administrator determines otherwise in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6b4594b3-d8b4-492a-8475-c33980f30bae","value":"exclude","type":"add","operator":"="}]},{"id":"38b1040c-1ee5-4dde-ae68-3e1edd059885","order":54,"text":"A Participant who transfers to a different position, business unit or Affiliate during a Performance Period may have any Award adjusted by the Plan Administrator to reflect the change. A Participant who is absent on unpaid leave during a Performance Period may have any Award prorated to reflect the period of active service, in each case to the extent permitted by applicable law and subject to the Section entitled \"Leaves of Absence and Protected Absences\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e363a9e6-6b7f-418a-8cf1-110533ab076a","order":55,"text":"6. FORM AND DETERMINATION OF AWARDS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S06"},{"id":"4752b10f-3c32-4d0b-b38e-eab3534663b8","order":56,"text":"Each Award is expressed by reference to a Target Award. The Target Award of a Participant is recorded in the Participation Notice of that Participant or, in the absence of a Participation Notice, is determined by the Plan Administrator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73cae408-dca0-479f-beb9-fef1d923562d","order":57,"text":"Unless the Plan Administrator specifies otherwise in a Participation Notice, the Target Award is expressed as a percentage of Base Salary and is equal to [Target percentage]% of the Base Salary of the Participant for a full Performance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0c4021a9-59d8-4802-9148-4196e53fcd74","value":"percentage","type":"add","operator":"="}]},{"id":"7464162a-8d9f-4d9a-b8db-7849bee201cc","order":58,"text":"Unless the Plan Administrator specifies otherwise in a Participation Notice, the Target Award is expressed as a fixed amount and is equal to USD [Target amount] for a full Performance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0c4021a9-59d8-4802-9148-4196e53fcd74","value":"fixed","type":"add","operator":"="}]},{"id":"2273e577-4bff-4548-879e-54292ac6e990","order":59,"text":"Awards under the Plan are entirely discretionary. Neither the fact of payment nor the amount of any Award is determined by reference to any formula, and no metric, objective or target creates an entitlement to payment. The Company retains sole discretion to decide, at or near the end of each Performance Period, whether any Award will be paid, to whom and in what amount, and may decide that no Award will be paid at all. The Target Award is a planning reference only and is not a promise, guarantee or representation that any amount will be paid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"discretionary bonus awards granted in the sole discretion of the Company","type":"add","operator":"="}]},{"id":"f8891164-2481-4a2d-b2eb-4a019303866e","order":60,"text":"Awards under the Plan are determined by reference to the Performance Goals established for the Performance Period, as described in the Section entitled \"Performance Goals and Measurement\", and remain subject to every condition of payment set out in the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="}]},{"id":"c25bdca4-da4d-431a-930f-2cba6319a532","order":61,"text":"Awards under the Plan are determined in two parts. The formulaic part is determined by reference to the Performance Goals established for the Performance Period, as described in the Section entitled \"Performance Goals and Measurement\". The discretionary part is determined by the Plan Administrator in its discretion, having regard to the individual contribution of the Participant, and may increase or decrease the formulaic result by up to [Maximum adjustment]% of that result.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="}]},{"id":"1923c6f0-40e9-42d5-bede-b38bae6c9994","order":62,"text":"No Award is earned, accrued or payable, in whole or in part, unless and until the Plan Administrator has determined in writing that the Award has been earned and that every condition of the Plan has been satisfied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35027648-e52d-4009-adc3-3dee3a51341e","order":63,"text":"7. PERFORMANCE GOALS AND MEASUREMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="}],"sectionNum":"S07"},{"id":"5ea4caef-0659-4915-8d69-9b4e7ebae6ba","order":64,"text":"The Plan Administrator establishes the Performance Goals for each Performance Period, together with the level of achievement required for threshold, target and maximum payment. Performance Goals may relate to the Company as a whole, to a business unit or to the individual Participant, and may be financial or non-financial.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="}]},{"id":"06e0c1bf-b2a5-4979-a97c-d1d6582769e6","order":65,"text":"The primary Performance Goal for the Performance Period is [Primary Performance Goal].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="}]},{"id":"8a21e93e-c5ef-4277-a0e0-d74be83e0a84","order":66,"text":"The primary Performance Goal carries a weighting of one hundred percent (100%) of the Target Award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="},{"field":"11746f4d-3c61-49bf-9dd7-99f981126f48","value":"two","type":"remove","operator":"="}]},{"id":"7a506d29-9680-4c20-ac2a-ec75bb997f91","order":67,"text":"A second Performance Goal also applies for the Performance Period, namely [Second Performance Goal]. The primary Performance Goal carries a weighting of [Weighting]% of the Target Award and the second Performance Goal carries the balance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="},{"field":"11746f4d-3c61-49bf-9dd7-99f981126f48","value":"single","type":"remove","operator":"="}]},{"id":"f47c0642-8fbc-4609-8520-03d825dc4b41","order":68,"text":"No part of an Award is payable unless achievement of at least [Threshold]% of the applicable Performance Goal is attained. At that level of achievement the Award is equal to [Threshold payout]% of the Target Award. Achievement at target level produces an Award equal to one hundred percent (100%) of the Target Award, and the maximum Award payable for a Performance Period is [Maximum payout]% of the Target Award. Achievement between the threshold, target and maximum levels is interpolated on a straight line basis unless the Plan Administrator determines otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="}]},{"id":"71352d60-87e1-48ed-8547-d4543e65cfa4","order":69,"text":"The Plan Administrator may adjust a Performance Goal, the measurement of achievement or the resulting Award in order to reflect an acquisition or disposition, a change in accounting policy, a restructuring, an extraordinary or non-recurring item, a change in law, an event of force majeure or any other circumstance that would otherwise distort the intended measurement of performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="}]},{"id":"bfb57b49-6dc7-43af-903f-d0994e1fdbc4","order":70,"text":"Whether and to what extent a Performance Goal has been achieved is determined by the Plan Administrator on the basis of the books and records of the Company, and that determination is final and binding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"add","operator":"="}]},{"id":"cb664ecb-6cb4-4d04-a09b-a299929c5f93","order":71,"text":"8. DETERMINATION AND PAYMENT OF AWARDS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S08"},{"id":"5bf2c951-a9df-4cf8-8862-0a4f42239184","order":72,"text":"Following the end of each Performance Period the Plan Administrator determines whether and to what extent Awards have been earned. That determination is made in writing no later than [Days to determine] days after the end of the Performance Period, and the date of that determination is the Determination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"72af30f0-aeef-454c-b5ff-a4f7e69d43a3","order":73,"text":"An Award that becomes payable is paid in a single lump sum in cash, through the regular payroll of the Company, no later than [Days to pay] days after the Determination Date and, in every case, no later than March 15 of the calendar year following the calendar year in which the Award ceased to be subject to a substantial risk of forfeiture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a890be3-03b3-433a-81d4-3c382a923ff7","order":74,"text":"Awards are paid less all federal, state, local and foreign taxes and all other amounts that the Company is required or authorized to withhold. No interest accrues on any Award in respect of any period before payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3512696a-caaa-4a95-9dc3-94df0703a4e5","order":75,"text":"9. CONTINUED EMPLOYMENT AS A CONDITION OF PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S09"},{"id":"c9a62cba-dc32-49b4-b0e8-e4ef9450ecf2","order":76,"text":"Continued active employment with the Company through the Payment Date is a condition precedent to the payment of any Award and forms part of the consideration for it. An Award is not earned, in whole or in part, by the performance of services during the Performance Period alone.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21f5c3c2-3787-465d-b680-495f1c5b37b0","order":77,"text":"A Participant whose employment ends for any reason before the Payment Date, whether voluntarily or involuntarily, with or without Cause, and whether or not notice is given or worked, forfeits any Award for the Performance Period in its entirety, and no prorated or partial payment is made. This applies irrespective of the number of days worked during the Performance Period and irrespective of the reason for the termination, subject only to applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8aa99449-2c97-4bea-b664-53b09ecb174f","value":"strict","type":"add","operator":"="}]},{"id":"30ab7178-cc14-4b2c-b04a-3aeb9318bb59","order":78,"text":"A Participant whose employment ends before the Payment Date forfeits any Award for the Performance Period in its entirety, except that a prorated Award may be paid, in the discretion of the Plan Administrator, where employment ends by reason of death, Disability or Retirement. Any prorated Award is calculated by reference to the number of days of active employment during the Performance Period and is paid at the time Awards are paid to other Participants.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8aa99449-2c97-4bea-b664-53b09ecb174f","value":"qualifying","type":"add","operator":"="}]},{"id":"308d5a66-994a-4f29-98dc-81ac71f4b116","order":79,"text":"A Participant whose employment ends before the Payment Date forfeits any Award for the Performance Period in its entirety, except that a prorated Award may be paid, in the discretion of the Plan Administrator, where employment ends by reason of death, Disability, Retirement or a termination by the Company without Cause, including a reduction in force or the elimination of the position of the Participant. Any prorated Award is calculated by reference to the number of days of active employment during the Performance Period and is paid at the time Awards are paid to other Participants.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8aa99449-2c97-4bea-b664-53b09ecb174f","value":"involuntary","type":"add","operator":"="}]},{"id":"ce70cc0f-542f-494f-8fda-5cb9b43eea84","order":80,"text":"For the purposes of the Plan, employment ends on the last day on which the Participant actively performs services, and not on the expiry of any notice period, period of garden leave or severance period, or any period in respect of which pay in lieu of notice is made, except to the extent that applicable law requires otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59d0d8ab-5b04-4070-b515-fb24728fa447","order":81,"text":"A Participant who, on the Determination Date, is under notice of termination given by either party, has resigned, or is the subject of a performance improvement process or of a disciplinary process that may result in a termination for Cause may have the Award reduced, including to zero, in the discretion of the Plan Administrator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"05a38691-b487-49a8-86ff-c3de4cec45c4","order":82,"text":"Where employment ends by reason of death, any prorated Award that becomes payable is paid to the Beneficiary of the Participant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8aa99449-2c97-4bea-b664-53b09ecb174f","value":"strict","type":"remove","operator":"="}]},{"id":"fda03414-e079-47a4-a38a-330f3a018467","order":83,"text":"10. LEAVES OF ABSENCE AND PROTECTED ABSENCES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S10"},{"id":"5cf09d70-224c-4759-96bc-886caf43c075","order":84,"text":"A Participant who is absent on an approved leave of absence remains eligible to be considered for an Award for the Performance Period, on the terms of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6cad90ca-bb6c-4bfd-9743-a03220220366","order":85,"text":"A Participant who takes leave under the Family and Medical Leave Act of 1993, 29 U.S.C. §§ 2601 et seq., is treated no less favorably in the determination of an Award than a Participant who takes an equivalent period of leave for a reason unrelated to that Act, in accordance with 29 C.F.R. § 825.215(c).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d932603c-8b94-4975-bcc4-d3ca86b40eed","order":86,"text":"A Participant absent on service in the uniformed services is treated in accordance with the Uniformed Services Employment and Reemployment Rights Act, 38 U.S.C. §§ 4301 et seq.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1af20db5-9afc-403e-8299-61fe8dba25a9","order":87,"text":"No Award is reduced, prorated or withheld on account of an absence, of a reasonable accommodation or of protected activity where that treatment would be prohibited by the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., by the Pregnant Workers Fairness Act, 42 U.S.C. §§ 2000gg et seq., by Title VII of the Civil Rights Act of 1964, by any state or local leave, accommodation or paid sick leave law, or by any other applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbd30389-537e-4eb4-ab2b-3e36427a9618","order":88,"text":"Where proration on account of an absence is otherwise permitted, it is calculated by reference to the number of days of active employment during the Performance Period and is applied consistently among Participants who are similarly situated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f11b096e-5317-4b73-b34d-5016869be0dc","order":89,"text":"11. CHANGE IN CONTROL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S11"},{"id":"a7987e4a-8bc1-4220-9ad5-13fcf8529b47","order":90,"text":"The Plan Administrator determines the treatment of Awards in connection with a Change in Control before the transaction is completed, on the following basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a2389edf-760e-4f7b-a535-b1478a6a0e3c","order":91,"text":"On a Change in Control the Performance Period is treated as ending on the date the transaction is completed, each Award is determined at the level of the Target Award and prorated by reference to the number of days of the Performance Period then elapsed, and payment is made within sixty (60) days after that date, subject to continued active employment through the date the transaction is completed. The requirement of continued active employment through the Payment Date set out in the Section entitled \"Continued Employment as a Condition of Payment\" does not apply to a payment made under this paragraph, and a Participant whose employment ends after the transaction is completed but before that payment is made does not forfeit it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6940739f-0b71-4906-ba95-55145960fb9b","value":"prorata","type":"add","operator":"="}]},{"id":"0d4f0f59-37ac-4819-ace4-abe54e620fde","order":92,"text":"A Change in Control does not of itself accelerate, increase or terminate an Award. Awards continue to be determined and paid in accordance with the Plan, and the entity that succeeds to the business of the Company assumes the obligations of the Company under the Plan, unless the Plan Administrator determines otherwise before the transaction is completed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6940739f-0b71-4906-ba95-55145960fb9b","value":"continue","type":"add","operator":"="}]},{"id":"0a40e947-4b0f-455c-8e52-9959f75f7a77","order":93,"text":"A payment made in connection with a Change in Control is made in a manner intended to preserve the exemption of the Award from Section 409A of the Code or, where that is not possible, in a manner that complies with it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e55c840-06d8-4d8e-b121-f6699e1ff1b4","order":94,"text":"12. NO EARNED WAGES AND NO ACCRUAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S12"},{"id":"b17df0a6-2a88-4b62-a11a-78884cf65d12","order":95,"text":"No Award is earned, vested, accrued or owed, and no Participant acquires any right, title or interest in any Award, unless and until every condition of the Plan has been satisfied, including the written determination of the Plan Administrator and the requirement of continued active employment through the Payment Date, except where the Section entitled \"Change in Control\" expressly provides otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b12e6d82-0031-4a79-955d-d60e24460f14","order":96,"text":"Nothing in the Plan, in a Participation Notice, in any communication concerning a target or projected amount, or in any past practice of the Company constitutes a promise, guarantee or entitlement to an Award or to any particular amount. Awards do not accrue on a daily, weekly, monthly or pro rata basis over a Performance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"492996fb-40e8-4787-9e3f-cbeb6ca41adf","order":97,"text":"The payment of an Award for one Performance Period creates no right, expectation or custom in respect of any other Performance Period, and no Award forms part of the salary, contractual compensation or terms of employment of any Participant for any purpose, including the calculation of severance, notice or benefits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af427686-de4c-4f50-84b0-7ba991c1c5a8","order":98,"text":"The Plan is intended to comply with every applicable federal, state and local wage payment law. If, notwithstanding the terms of the Plan, an amount is determined under applicable law to constitute earned wages of a Participant, that amount is paid to the Participant at the time and in the manner required by that law, and the remaining provisions of the Plan continue to apply to the fullest extent permitted. Nothing in the Plan operates to waive any right conferred on a Participant by applicable law, and any provision of the Plan that is prohibited by the law of the state in which a Participant works is of no effect as to that Participant to the extent of the prohibition.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa3beefa-0242-49d4-815a-641211372390","order":99,"text":"13. STATE WAGE PAYMENT LAWS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S13"},{"id":"5702c06d-0ec3-4d10-9a2f-8799c44f7e79","order":100,"text":"The Plan is administered in accordance with the wage payment law of the state in which each Participant principally works. Where that law confers a right that the Plan does not provide, the law prevails as to that Participant and the remaining provisions of the Plan continue to apply. A Participant who works in more than one state is treated as principally working in the state in which the greater part of the services is performed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01e5e296-0db0-4c4c-a44c-7d95d451cc95","order":101,"text":"In California, no amount that constitutes earned wages under California law is forfeited, and no deduction or set-off is made from wages except as permitted by sections 221 to 224 of the California Labor Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b891d6c5-965c-4ce2-8327-45306f33b7aa","order":102,"text":"In Massachusetts, an Award that remains discretionary until the Determination Date is not treated as wages within the meaning of the Massachusetts Wage Act, General Laws chapter 149, section 148, and no deduction is made from wages except as that statute permits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc6ab5fd-1dbd-4944-81a8-fbe2d630bfcf","order":103,"text":"In New York, an Award that remains discretionary until the Determination Date is not treated as wages within the meaning of article 6 of the New York Labor Law, and no deduction is made from wages except as section 193 of that Law permits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"371903d0-bace-45a3-9cd3-6c6e17e2b5c5","order":104,"text":"In Illinois, no deduction is made from wages except with the written consent of the Participant given at the time of the deduction or as otherwise permitted by the Illinois Wage Payment and Collection Act, 820 ILCS 115.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5894195f-1a33-4439-88c1-a7e433278781","order":105,"text":"In Colorado, an Award that has become earned and determinable is treated as wages under the Colorado Wage Act, C.R.S. §§ 8-4-101 et seq., and is paid in accordance with that Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3de025bc-4da1-4cfa-8e14-2d710c9b9639","order":106,"text":"This Section does not limit the application of the wage payment law of any other state, and the Plan Administrator may adopt a written rider recording any further requirement of the law of a state in which a Participant works.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a3c5141-b342-4e49-8f1d-da37593e46c2","order":107,"text":"14. REGULAR RATE OF PAY UNDER THE FAIR LABOR STANDARDS ACT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","displayConditions":[{"field":"b51058ce-8ae1-4385-9f7b-4bd27ec9606a","value":"both exempt employees and non-exempt employees who are entitled to overtime compensation","type":"add","operator":"="}],"sectionNum":"S14"},{"id":"514a3cba-32c0-4fc9-9e67-79314fb8e69c","order":108,"text":"This Section applies to a Participant who is a non-exempt employee entitled to overtime compensation under the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq., or under applicable state law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b51058ce-8ae1-4385-9f7b-4bd27ec9606a","value":"both exempt employees and non-exempt employees who are entitled to overtime compensation","type":"add","operator":"="}]},{"id":"9542d7c7-7617-446f-ab9a-a8af1de04c01","order":109,"text":"Awards under the Plan are intended to be discretionary bonuses excludable from the regular rate of pay under Section 7(e)(3) of the Fair Labor Standards Act, 29 U.S.C. § 207(e)(3), and 29 C.F.R. § 778.211. Accordingly, both the fact of payment and the amount of any Award remain in the sole discretion of the Company until at or near the end of the Performance Period, and no Award is promised, announced or described in advance in a manner that would lead a Participant to expect payment regularly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b51058ce-8ae1-4385-9f7b-4bd27ec9606a","value":"both exempt employees and non-exempt employees who are entitled to overtime compensation","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"performance-based incentive awards determined by reference to pre-established Performance Goals","type":"remove","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"incentive awards determined in part by reference to pre-established Performance Goals and in part in the discretion of the Company","type":"remove","operator":"="}]},{"id":"9c1d2fef-d38a-4053-acc9-bb13eadab98d","order":110,"text":"Awards under the Plan are nondiscretionary bonuses for the purposes of the Fair Labor Standards Act and are included in the regular rate of pay of a non-exempt Participant. The Company allocates each Award over the workweeks of the Performance Period in which it was earned and recomputes and pays any additional overtime compensation due for those workweeks, in accordance with 29 C.F.R. §§ 778.208 and 778.209.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b51058ce-8ae1-4385-9f7b-4bd27ec9606a","value":"both exempt employees and non-exempt employees who are entitled to overtime compensation","type":"add","operator":"="},{"field":"9823e80e-e401-4a76-bf34-9cd326bec015","value":"discretionary bonus awards granted in the sole discretion of the Company","type":"remove","operator":"="}]},{"id":"22099141-046e-4ac4-b3bb-3d0b48e01c4e","order":111,"text":"Where an Award is calculated as a percentage of the total straight time and overtime earnings of a non-exempt Participant, the Award may satisfy the overtime requirements of the Fair Labor Standards Act without further recomputation, in accordance with 29 C.F.R. § 778.210.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b51058ce-8ae1-4385-9f7b-4bd27ec9606a","value":"both exempt employees and non-exempt employees who are entitled to overtime compensation","type":"add","operator":"="}]},{"id":"0997cd40-cd6c-498e-a18a-9c10c07ed368","order":112,"text":"Any additional overtime compensation due as a result of the payment of an Award is paid at the same time as the Award or as soon as practicable after the amount can be ascertained. Nothing in the Plan authorizes the payment of a bonus in a manner intended to avoid the overtime requirements of applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b51058ce-8ae1-4385-9f7b-4bd27ec9606a","value":"both exempt employees and non-exempt employees who are entitled to overtime compensation","type":"add","operator":"="}]},{"id":"94419898-8579-42ef-abfa-00fb1a94e80e","order":113,"text":"15. TAX WITHHOLDING AND TAX TREATMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S15"},{"id":"c8895bf7-171e-428a-83a4-ca22b07e27fd","order":114,"text":"The Company deducts and withholds from any Award every amount required to be deducted or withheld under applicable federal, state, local or foreign law, together with any additional amount that the Participant has authorized the Company to deduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a880abb-cd13-486b-9c32-9ba890ec52ab","order":115,"text":"Where the Company is a publicly held corporation, the deduction available to the Company in respect of an Award may be limited by Section 162(m) of the Code. The Plan Administrator is not required to structure, reduce or defer an Award in order to preserve the deductibility of any amount.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4aee4047-69eb-47d2-8ec1-00eead1050a7","order":116,"text":"Each Participant is solely responsible for the tax consequences of any Award. Neither the Company nor the Plan Administrator makes any representation or undertaking as to the tax treatment of any amount paid under the Plan, and each Participant is encouraged to obtain independent tax advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"347e59b2-bf2b-4392-9c48-3f083e58f040","order":117,"text":"16. COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 409A","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S16"},{"id":"3d8f9b94-cc07-4075-a156-e4733faa163c","order":118,"text":"Awards under the Plan are intended to be exempt from Section 409A of the Code, as short-term deferrals within the meaning of Treasury Regulation § 1.409A-1(b)(4), and the Plan is to be interpreted and administered accordingly. Each payment under the Plan is treated as a separate payment for those purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cefd378c-e699-497f-9220-e86b59cc8cae","order":119,"text":"If an amount payable under the Plan is nevertheless determined to be deferred compensation subject to Section 409A, the Plan is to be construed and administered so as to comply with it, and no amount payable on account of a termination of employment is paid unless the termination constitutes a separation from service within the meaning of Treasury Regulation § 1.409A-1(h). If the Participant is a specified employee within the meaning of Treasury Regulation § 1.409A-1(i) at the date of separation from service, any payment subject to Section 409A and payable on account of that separation is delayed until the first business day after the date that is six months after the separation from service or, if earlier, the date of death of the Participant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c7ff3e0-ee87-47c3-b2d6-e2a152792283","order":120,"text":"Neither the Company nor the Plan Administrator is liable for any tax, interest or penalty imposed on a Participant under Section 409A.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01121dbf-b86a-4e2e-867d-cc610f4dc75e","order":121,"text":"17. RECOUPMENT AND CLAWBACK OF AWARDS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S17"},{"id":"a0cd3ad1-c244-4b04-9f84-52fd757e6fe5","order":122,"text":"Every Award, and every amount paid in respect of an Award, is subject to recoupment by the Company on the terms set out in this Section, on the terms of any clawback or recoupment policy adopted by the Company from time to time, and as required by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6974777-ac6e-49b7-a02e-c343f0b149ce","order":123,"text":"The Company may require the repayment of all or part of an Award paid during the three (3) years preceding the date on which the Company determines that the Award was calculated by reference to financial results or performance measures subsequently found to be materially inaccurate, whether or not the Participant was responsible for the inaccuracy; that the Participant engaged in fraud, dishonesty, embezzlement, misappropriation or willful misconduct; that the Participant materially breached a restrictive covenant, a confidentiality obligation or a written agreement with the Company; or that the conduct of the Participant would have constituted grounds for a termination for Cause had it been known to the Company at the time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83333f6d-1d9e-496b-b73c-582ef6d2adaa","order":124,"text":"The Company may recover an amount subject to recoupment by requiring repayment in cash, by reducing or canceling an unpaid Award, or by setting the amount off against other compensation payable to the Participant, in each case only to the extent permitted by applicable law, including the wage deduction and wage assignment laws of the state in which the Participant works and Section 409A of the Code. The exercise of a right of recoupment does not limit any other remedy available to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f34ab0d2-5436-48a5-a175-0075822ef412","order":125,"text":"In addition, if the Company is an issuer with a class of securities listed on a national securities exchange, every Award is subject to the recovery of erroneously awarded incentive-based compensation required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, by Rule 10D-1 under the Securities Exchange Act of 1934 and by the listing standards of the exchange on which those securities are listed. The recovery policy adopted by the Company under those listing standards prevails over this Section to the extent of any inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e995cac1-e351-4500-934d-d0296a03bac4","value":"issuer","type":"add","operator":"="}]},{"id":"2a466623-7b72-42f6-a9f6-78de0482927b","order":126,"text":"By accepting an Award, or by continuing in employment after being designated as a Participant, each Participant agrees to the recoupment provisions of the Plan and undertakes to sign any document reasonably required to give effect to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2065447d-de39-4304-b863-0a26cceec380","order":127,"text":"18. CORRECTION OF ERRORS AND OVERPAYMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S18"},{"id":"71702011-4246-4c2c-b8a0-d62ba082b2fb","order":128,"text":"If an Award is calculated, communicated or paid in error, the Plan Administrator may correct the error at any time, whether before or after payment, and the corrected amount is the amount payable under the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94bcb5bc-1edb-48f9-8867-a1f5fd40a0e6","order":129,"text":"The Company may recover an overpayment by requiring repayment or, to the extent permitted by applicable law and with any consent that the law requires, by deducting the amount from a future Award or from other compensation payable to the Participant. The Company may agree to a schedule of repayment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9535098f-c1bd-435c-88a9-acffa6d9a3c5","order":130,"text":"The correction of an error is not an amendment of the Plan, does not create a precedent and does not give rise to an expectation in favor of any Participant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e04895d3-8997-408f-be6c-bf3ab7604831","order":131,"text":"19. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S19"},{"id":"5083478a-9ecf-4c6f-8d26-f40b97e3c930","order":132,"text":"The Company reserves the right, in its sole discretion, to amend, suspend or terminate the Plan, in whole or in part, at any time and for any reason, including during a Performance Period and before any Award has been determined or paid. No Participant has a vested right in the continuation of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79d9a9a8-b4cf-471e-a295-54441c9a914f","order":133,"text":"An amendment, suspension or termination takes effect on the date specified by the Company and applies to every Award that has not yet become payable, save that no amendment may reduce an amount already paid or an amount that applicable law requires to be paid. This paragraph does not limit the Sections entitled \"Recoupment and Clawback of Awards\" and \"Correction of Errors and Overpayments\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7523ad8-efd2-4bad-81cf-856f6e03a756","order":134,"text":"The Plan supersedes and replaces every prior bonus or incentive plan, practice, custom or arrangement of the Company covering the same subject matter in respect of the Performance Periods to which the Plan applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d08e2335-ad5c-4f6a-b18a-55651dbb74b9","order":135,"text":"20. NO CONTRACT OF EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S20"},{"id":"22cbcc65-71a4-4188-a090-6341702bb39b","order":136,"text":"Nothing in the Plan creates a contract of employment, alters the at-will nature of employment with the Company, or limits the right of the Company or of the Participant to end the employment relationship at any time, with or without cause and with or without notice, subject to applicable law and to any written employment agreement signed by an authorized officer of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c232df0-548d-4ccc-b3ea-4f93971111bc","order":137,"text":"Participation in the Plan is not a term or condition of employment and confers no right to continued employment or to participate in the Plan in respect of any future Performance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"69d00e71-6828-4209-8cfb-dd5b67cb85ac","order":138,"text":"21. UNFUNDED PLAN AND NON-ASSIGNABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S21"},{"id":"342a7a12-60b9-4c71-8cd8-a6918a8281ee","order":139,"text":"The Plan is unfunded. No amount payable under the Plan is held in trust or segregated, and no Participant has any right, title or interest in any asset of the Company by reason of the Plan. The rights of a Participant are those of a general unsecured creditor of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59eba534-2e97-4d5d-8509-2c1b28d02250","order":140,"text":"No right or interest under the Plan may be assigned, transferred, pledged, encumbered or made subject to any lien, charge or attachment by a Participant, whether voluntarily or by operation of law, other than by will or by the laws of descent and distribution, and any attempt to do so is void.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4886507c-b33b-47f3-a9f2-ae73663f00f4","order":141,"text":"The Plan binds and benefits the Company and its successors and assigns, including any successor by merger, consolidation or acquisition of all or substantially all of the assets of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"563ef16d-83dd-480e-ab26-cc901aaa2790","order":142,"text":"22. STATUS OF THE PLAN","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S22"},{"id":"4e86e7a6-5b25-4c0f-ab24-1c4c5b9cfd5d","order":143,"text":"The Plan is a bonus program for the purposes of 29 C.F.R. § 2510.3-2(c) and is not intended to be, and is not to be construed as, an employee pension benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended. Payments under the Plan are not systematically deferred to the termination of employment or beyond and are not intended to provide retirement income.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0fb9bcd9-cb93-40c5-b02a-7915c3d3c865","order":144,"text":"23. NOTICES AND CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S23"},{"id":"789c4ff5-8c9d-48a3-8ded-a4f0038fa7d2","order":145,"text":"Any notice to the Company under the Plan must be in writing and delivered by hand, by nationally recognized overnight courier or by certified mail, return receipt requested, to the Company at [Street address], [City, State ZIP], marked for the attention of the [Committee or officer]. Any notice to a Participant may be given by hand, by mail to the last address recorded in the files of the Company or by electronic mail to the business address of the Participant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d3ab26a2-cd96-4045-b6f2-117240cadde9","order":146,"text":"A Participant who believes that an Award has been incorrectly determined or paid must submit a written claim to the Plan Administrator within sixty (60) days after the Payment Date or, where no payment is made, within sixty (60) days after the date on which the Participant knew or ought to have known of the matter complained of. The Plan Administrator considers the claim and gives the Participant a written decision within sixty (60) days of receipt. That decision is final and binding, subject to any right conferred on the Participant by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b66e5e99-4647-4f22-a1cc-dea72c7851a0","order":147,"text":"24. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S24"},{"id":"77fb9ddf-09e7-457d-8804-93a9bd01c460","order":148,"text":"The Plan and every Award are governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles, except to the extent that federal law or the mandatory wage payment law of the state in which a Participant works applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85ad4440-a779-4d58-b4cf-9338eea762b6","order":149,"text":"Any dispute arising out of or relating to the Plan or to any Award that is not resolved under the claims procedure described in the Section entitled \"Notices and Claims\" is to be brought exclusively in the state or federal courts sitting in [County and State]. The Company and each Participant consent to the personal jurisdiction of those courts and waive any objection founded on venue or forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fcd03040-9ab1-4569-aa92-7a38d0fcccd2","value":"courts","type":"add","operator":"="}]},{"id":"d57d4b1e-aa3e-42e3-acf8-3af32fcfc1bb","order":150,"text":"The Company and each Participant waive, to the fullest extent permitted by applicable law, any right to trial by jury in any proceeding relating to the Plan or to any Award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fcd03040-9ab1-4569-aa92-7a38d0fcccd2","value":"courts","type":"add","operator":"="}]},{"id":"499cb2d6-66e2-4856-b300-aaec9bc17600","order":151,"text":"Any dispute arising out of or relating to the Plan or to any Award that is not resolved under the claims procedure described in the Section entitled \"Notices and Claims\" is to be finally resolved by binding arbitration administered by [Arbitration administrator] under its employment arbitration rules, before a single arbitrator, seated in [County and State], and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fcd03040-9ab1-4569-aa92-7a38d0fcccd2","value":"arbitration","type":"add","operator":"="}]},{"id":"6ded1a7b-a3b6-4310-a361-b6c725ebfd67","order":152,"text":"The Company and each Participant waive, to the fullest extent permitted by applicable law, the right to bring, to participate in or to obtain relief through a class, collective or representative proceeding in arbitration. If that waiver is held unenforceable as to a particular claim, that claim is severed and determined by a court of competent jurisdiction, and the remaining claims are arbitrated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fcd03040-9ab1-4569-aa92-7a38d0fcccd2","value":"arbitration","type":"add","operator":"="}]},{"id":"50403092-9996-4908-8e2f-3add45cfe481","order":153,"text":"Arbitration does not apply to a claim alleging sexual assault or sexual harassment, which the Participant may elect to bring before a court in accordance with 9 U.S.C. §§ 401 and 402, and does not prevent a Participant from filing a charge with, or participating in an investigation conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, a state fair employment agency, a state labor commissioner or any other government agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fcd03040-9ab1-4569-aa92-7a38d0fcccd2","value":"arbitration","type":"add","operator":"="}]},{"id":"1fc892b2-af2b-4d0c-839e-62b8ac27f823","order":154,"text":"The Company bears the costs of the arbitration that exceed the filing fee the Participant would have paid to commence an action in court. Each party bears its own attorneys' fees unless applicable law or the arbitrator provides otherwise, and the arbitrator has authority to award any remedy that a court could award on the same claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fcd03040-9ab1-4569-aa92-7a38d0fcccd2","value":"arbitration","type":"add","operator":"="}]},{"id":"6cd418b6-b4de-4371-aaef-2b8b0a27cae7","order":155,"text":"Nothing in the preceding paragraphs prevents either party from applying to a court for provisional or injunctive relief, and any claim that applicable law does not permit to be resolved by arbitration is excluded from that paragraph and may be brought in the state or federal courts sitting in [County and State].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fcd03040-9ab1-4569-aa92-7a38d0fcccd2","value":"arbitration","type":"add","operator":"="}]},{"id":"575ca8ed-8063-4356-9ee3-2a909856ec8a","order":156,"text":"25. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S25"},{"id":"d85b0a4a-c95f-47e7-8ee2-e84408be0ad1","order":157,"text":"The Plan, together with any Participation Notice, constitutes the entire understanding of the Company and the Participants in respect of the bonus and incentive compensation it describes, and supersedes every prior plan, practice, communication and understanding on that subject.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3aa84382-b4a0-4ce2-b2c9-828676519a85","order":158,"text":"If any provision of the Plan is held to be invalid, illegal or unenforceable in any jurisdiction, that provision is to be enforced to the maximum extent permitted and the remaining provisions remain in full force and effect. If a provision is held to be unenforceable as to one Participant, it remains enforceable as to every other Participant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23e144e7-8b45-4fdb-952d-320358d4e2b8","order":159,"text":"The failure of the Company to enforce a provision of the Plan on any occasion is not a waiver of that provision or of any other provision, and no waiver is effective unless made in writing by an authorized officer of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f9a9b7fd-77d8-409d-a710-afd646064df2","order":160,"text":"Headings are included for convenience only and do not affect the interpretation of the Plan. Words importing the singular include the plural, and words importing one gender include every gender.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5401f734-bc17-49d1-9b0a-88b619f94d28","order":161,"text":"Each Participant is asked to keep the terms of the Participation Notice confidential, save where disclosure is required by law or is necessary in order to obtain professional advice. Nothing in the Plan restricts the right of any employee to discuss wages, hours or other terms and conditions of employment, to file a charge with or communicate with any government agency, or to engage in protected concerted activity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"014b2a39-760e-44d5-8818-0b0e3a76fa88","order":162,"text":"If a written employment or offer agreement signed by an authorized officer of the Company expressly provides for bonus or incentive compensation on terms that differ from the Plan, that agreement prevails to the extent of the difference for the Participant concerned. No amount is payable twice, under the Plan and under any other arrangement, in respect of the same period and the same performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f58f7db9-54ff-4116-b70e-aff87bb820dd","order":163,"text":"The Company may deliver any document, notice or Participation Notice under the Plan in electronic form, and each Participant consents to receiving documents in that manner and to the use of electronic signatures and electronic records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f54eb8cc-188b-4975-a845-c9a0ab1d0910","order":164,"text":"The Company collects and processes personal data concerning Participants, including compensation, performance and employment data, for the purpose of administering the Plan, and may share that data with Affiliates and with service providers engaged to administer the Plan or to process payments, in each case in accordance with applicable data protection law and with the privacy notice of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"46517f46-bc71-47a7-9794-b374af548b69","order":165,"text":"The Plan and any Participation Notice may be signed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"161007ee-d050-4dde-b7a3-f3c2e6b607fc","order":166,"text":"IN WITNESS WHEREOF, the Company has adopted the Plan by the signature of its duly authorized officer, effective as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"24"},{"id":"34a7acab-57c4-4edf-b456-b6a1cc680e07","order":167,"text":"[Company legal name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"70748722-7e86-41b2-bb85-219f2ee94b4d","order":168,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a7580e5f-d8ff-47b2-8d6f-25fbb192bf74","order":169,"text":"Name: [Name of the authorized officer]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"29188b2e-9a5e-4ae1-b211-f31c5b8a43e6","order":170,"text":"Title: [Title of the authorized officer]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ada56d0e-c3b2-48fc-9e96-c41e5be32f94","order":171,"text":"Date: [Date of adoption]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"f80a94c7-0775-407e-8205-f8f7c6cb0b5b","order":172,"text":"EXHIBIT A — PARTICIPATION AND AWARD NOTICE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true,"marginTop":"30"},{"id":"cac25ffc-5454-4ca4-abfb-3fd138dae753","order":173,"text":"This notice is given by [Company legal name] under the [Name of the Plan], a copy of which is available from the Plan Administrator. Capitalized terms used in this notice have the meanings given to them in the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"8fa092dc-b114-4a9c-a481-5592f76e1304","order":174,"text":"Participant: ______________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e433e638-a22c-496a-9b25-06a87d855e3f","order":175,"text":"Position: _________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c1e68d62-1cc4-4138-a88b-8c40624c9097","order":176,"text":"Performance Period: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f3fa1b8d-2ddb-4838-8af8-db19ca023d33","order":177,"text":"Target Award: _____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2d7088bb-f00c-42f8-86b1-b294c7ecd6b9","order":178,"text":"Individual terms, if any: _________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"77279ef2-07ba-4fa8-9c17-7b69fd3164b4","order":179,"text":"The Award described in this notice is granted under, and is subject to every term and condition of, the Plan, including the requirement of continued active employment through the Payment Date and the recoupment provisions of the Plan. This notice does not create a contract of employment and does not guarantee the payment of any amount.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"fc8931e4-c3a2-488b-a0f9-e271e3b37bac","order":180,"text":"Acknowledged by the Participant: ___________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9d764773-9cae-4986-b6c9-6994868642e7","order":181,"text":"Date of acknowledgement: __________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]