---

---

Filed by the Registrant	[X]
Filed by Party other than the Registrant	[   ]

[X]	Preliminary Proxy Statement
[   ]	Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)]
[   ]	Definitive Information Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to Section 240.14a-12

[X]	No fee required.
[   ]	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11:
	1.	Title of each class of securities to which transaction applies:
	2.	Aggregate number of securities to which transaction applies:
	3.	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	4.	Proposed maximum aggregate value of transaction:
	5.	Total fee paid:
[   ]	Fee paid previously with preliminary materials.
[   ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1.	Amount Previously Paid;
	2.	Form, Schedule or Registration Statement No.
	3.	Filing Party:
	4.	Date Filed:

	Sincerely,
	President

	By Order of the Board of Directors
	Michael Siegel, President
	May 27, 2013

Name and Address of Beneficial Owner (1)	Shares	Options/Warrants	Total	Percent
Michael Siegel (2)	21,819,097	0	21,819,097	5.86%
Jeung Kwak (3)	27,349,097	0	27,349,097	7.34%
Robert Egger Jr. (4)	3,449,097	0	3,449,097	0.93%
Tri Vu Truong (5)	4,486,876	0	4,486,876	1.20%
Albert Beerli (6)	2,249,097	100,000	2,349,097	0.63%
Michel St-Pierre (7)	7,500,000	600,000	8,100,000	2.18%
All executive officers and directors as a group   (6 persons)	66,853,264	700,000	67,553,264	18.14%
United Best Technology Limited (5)	3,500,000	0	3,500,000	0.09%
BNP Paribas Securities Corp (8)	30,432,152	0	30,432,152	8.19%
Capex Investment Limited (9)	25,582,129	0	25,582,129	6.87%

(1)	The mailing address for each of the listed individuals is c/o Ecolocap Solutions International Inc., 1250 S. Grove Ave, Suite 308, Barrington, Illinois 60010.
(2)	Owner of 5% or more of our Common Stock. Mr. Siegel, is the President and Chief Executive Officer.
(3)	Owner of 5% or more of our Common Stock. Mr. Kwak, is Chairman of the Board of Directors.
(4)	Director. Mr. Egger, is the Chief Operating Officer.
(5)	Director. Mr. Truong, is the President and Chief Executive Officer of United Best Technology Limited.
(6)	Director
(7)	Chief Financial Officer.
(8)	Owner of 5% or more of our Common Stock.
(9)	Owner of 5% or more of our Common Stock.

Name	Number of Securities Underlying Unexercised Options(1)	Number of Securities Underlying Unexercised Options	Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Note Vested
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
	Exercisable	Unexercisable
Alexander Gilmour	125,000	0	0	1.05	09/06/13	0	0	0	0
						0	0	0	0
Arthur Rawl	115,000	0	0	1.05	09/06/13	0	0	0	0
						0	0	0	0
Claude Pellerin	100,000	0	0	1.05	09/06/13	0	0	0	0
						0	0	0	0
Albert Beerli	100,000	0	0	1.05	09/06/13	0	0	0	0
Michel St-Pierre	250,000	0	0	0.01	09/06/16	0	0	0	0
	200,000	0	0	0.01	09/06/16	0	0	0	0
	150,000	0	0	0.01	09/06/16	0	0	0	0

Name	Number of Securities Underlying Unexercised Options	Number of Securities Underlying Unexercised Options	Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of shares or Units of Stock That Have Not Vested	Market Value of shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned shares or Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned shares or Units or Other Rights That Have Not Vested
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
	Exercisable	Unexercisable
Alexander Gilmour	125,000	0	0	1.05	09-06-2013	0	0	0	0
Arthur Rawl	115,000	0	0	1.05	09-06-2013	0	0	0	0
Claude Pellerin	100,000	0	0	1.05	09-06-2013	0	0	0	0
Albert Beerli	100,000	0	0	1.05	09-06-2013	0	0	0	0
Michel St-Pierre	250,000	0	0	0.01	09-06-2016	0	0	0	0
Michel St-Pierre	200,000	0	0	0.01	09-06-2016	0	0	0	0
Michel St-Pierre	150,000	0	0	0.01	09-06-2016	0	0	0	0

(a)	The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;
(b)	Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;
(c)	The amount payable upon shares in the event of voluntary or involuntary liquidation;
(d)	Sinking fund or other provisions, if any, for the redemption or purchase of shares;
(e)	The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;
(f)	Voting powers, including but not limited to super voting rights and the right to have the Preferred Stock vote as a single class with the common shares on all matters submitted to shareholders; and,
(g)	Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our Board of Directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

•

the number of shares of Common Stock, cash or other consideration covered by Awards and the terms and conditions of such Awards, including the dates upon which such Awards become exercisable or otherwise vest;

•

the exercise price of Awards;

•

the effect on Awards of a change in control of Ecolocap; and

•

the duration of Awards.

	By Order of the Board of Directors
	Michael Siegel, President
	May 27, 2013

 

 

 

 

 

 

Amend ECOLOCAP SOLUTIONS INC.’s Articles of Incorporation to increase the authorized shares of Common Stock from 1,000,000,000, par value $0.001 per share to 5,000,000,000 shares of Common Stock, par value $0.00001 per share.

FOR		AGAINST		ABSTAIN
[   ]		[   ]		[   ]

Amend ECOLOCAP SOLUTIONS INC.’s Articles of Incorporation to create a class of Preferred Stock, consisting of 100,000,000 shares, par value $0.00001 per share, the rights, privileges, and preferences of which to be set by our Board of Directors without further shareholder approval.

FOR		AGAINST		ABSTAIN
[   ]		[   ]		[   ]

The adoption of a 2013 Stock Incentive Plan.

FOR		AGAINST		ABSTAIN
[   ]		[   ]		[   ]

Signature of Stockholder		Date		Signature of Joint Stockholder		Date

 

 

 

 

 

 

 

(a)	The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;
(b)	Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;
(c)	The amount payable upon shares in the event of voluntary or involuntary liquidation;
(d)	Sinking fund or other provisions, if any, for the redemption or purchase of shares;
(e)	The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;
(f)	Voting powers, including but not limited to super voting rights and the right to have the preferred stock vote as a single class with the common shares on all matters submitted to shareholders; and,
(g)	Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our Board of Directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

(a)	acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

(b)	the payment of distributions in violation of NRS 78.300, as amended.

(a)

Right to Indemnification.  The Corporation will indemnify to the fullest extent permitted by law any person (the “Indemnitee”) made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding.

(b)

Inurement.  The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 5, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives.

(c)

Non-exclusivity of Rights.  The right to indemnification and to the advancement of expenses conferred by this Section 5 are not exclusive of any other rights that an Indemnitee may have or acquire under any statue, bylaw, agreement, vote of stockholders or disinterested directors, the Certificate of Incorporation or otherwise.

(d)

Other Sources.  The Corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at the request as a director, officer employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement or expenses from such other entity.

(e)

Advancement of Expenses.  The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with defending any proceeding from which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

“Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through

		stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee.
	(b)	“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3.
	(c)	“Applicable Laws” means the legal requirements relating to the administration of equity plans or the issuance of share capital by a company, applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any stock exchange rules and regulations that may from time to time be applicable to the Company, and the applicable laws, rules and regulations of any other country or jurisdiction where Awards are granted under the Plan, as such laws, rules, regulations, interpretations and requirements may be in place from time to time.
	(d)	“Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan.
	(e)	“Award Agreement” means either: (i) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including in each case any amendment or modification thereof. The Committee may provide for the use of electronic, Internet, or other non-paper Award Agreements, and the use of electronic, Internet, or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
	(f)	“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
	(g)	“Board” or “Board of Directors” means the Board of Directors of the Company.
	(h)	“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10.
	(i)	“Cause” means:
		(i)	Actual or attempted theft or embezzlement of Company, any Subsidiary, or any Affiliate assets;
		(ii)	Use of illegal drugs;

	(iii)	Commission of an act of moral turpitude that in the judgment of the Committee can reasonably be expected to have an adverse effect on the business, reputation, or financial situation of the Company, any Subsidiary, or any Affiliate and/or the ability of the Participant to perform his or her duties;
	(iv)	Gross negligence or willful misconduct in performance of the Participant’s duties;
	(v)	Breach of fiduciary duty to the Company, any Subsidiary, or any Affiliate;
	(vi)	Willful refusal to perform the duties of the Participant’s titled position; or
	(vii)	Material violation of the Company’s Code of Business Conduct and Ethics.

	(j)	“Change in Control” means,
		(i)	The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of Beneficial Ownership of voting securities of the Company where such acquisition causes such Person to own fifty one percent (51%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Company Voting Securities”), provided, however, that for purposes of this paragraph (i), the following acquisitions shall not be deemed to result in a Change in Control: (A) any acquisition directly from the Company or any corporation or other legal entity controlled, directly or indirectly, by the Company, (B) any acquisition by the Company or any corporation or other legal entity controlled, directly or indirectly, by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation or other legal entity controlled, directly or indirectly, by the Company, or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B), and (C) of paragraph (iii) below; and provided, further, that if any Person’s Beneficial Ownership of the Outstanding Company Voting Securities reaches or exceeds fifty one percent (51%) as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires Beneficial Ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own fifty one percent (51%) or more of the Outstanding Company Voting Securities;

	(ii)	The consummation of a reorganization, merger, amalgamation or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject to the consent of any government or governmental agency, the later of the obtaining of such consent (either explicitly or implicitly by consummation) or the consummation of such Business Combination; excluding, however, such a Business Combination pursuant to which (A) all or substantially all of the individuals and entities who were the Beneficial Owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Voting Securities, (B) no Person (excluding any (x) corporation owned, directly or indirectly, by the Beneficial Owner of the Outstanding Company Voting Securities as described in clause (A) immediately preceding, or (y) employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination, or any of their respective subsidiaries) Beneficially Owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
	(iii)	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

	(k)	“Change-in-Control Price” means the closing price of a Share on the last trading day before the Change in Control occurs or, if so determined by the Committee, the value of all compensation to be paid to the holder of a Share pursuant to the terms of the transaction constituting the Change in Control.
	(l)	“Change in Control Period” means the period commencing on the date of a Change in Control and ending on the twenty-four (24) month anniversary of such date.

	(m)	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision, as well as any applicable interpretative guidance issued related thereto.
	(n)	“Committee” means the Compensation and Executive Development Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
	(o)	“Company” means Ecolocap Solutions, Inc., a Nevada company, and any successor thereto as provided in Article 21 herein.
	(p)	“Covered Employee” means any key Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of: (i) ninety (90) days after the beginning of the Performance Period, or (ii) twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period.
	(q)	“Director” means any individual who is a member of the Board of Directors of the Company and who is not an Employee.
	(r)	“Disability” means (i) in the case of an Employee, the Employee qualifying for long-term disability benefits under any long-term disability program sponsored by the Company, Affiliate or Subsidiary in which the Employee participates, and (ii) in the case of a Director or Third-Party Service Provider, the inability of the Director or Third-Party Service Provider to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Committee, based upon medical evidence and in accordance with Code Section 22(e)(3).
	(s)	“Effective Date” has the meaning set forth in Section 1.1.
	(t)	“Employee” means any individual who performs services for and is designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, Affiliate, and/or Subsidiary,

		without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as a common-law employee of the Company, Affiliate, and/or Subsidiary during such period.
	(u)	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
	(v)	“Fair Market Value” or “FMV” means the closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.
	(w)	“Full-Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of fully paid Shares. A Full-Value Award shall require the Participant to pay at least the par value for each Share issued out of the Company’s conditional capital. The Company reserves the right to arrange for payment to be made on the Participant’s behalf as part of an Award or otherwise.
	(x)	“Grant Date” means the date on which the Committee approves the grant of an Award by Committee action or such later date as specified in advance by the Committee.
	(y)	“Grant Price” means the price established when the Committee approves the grant of an SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR. The Grant Price of any SAR will be at least the greater of the Fair Market Value of a Share or the par value of a Share.
	(z)	“Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422, or any successor provision.
	(aa)	“Insider” means an individual who is, on the relevant date, an officer or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board or Committee in accordance with Section 16 of the Exchange Act.
	(bb)	“Involuntary Termination” means the Company’s, Affiliate’s and/or Subsidiary’s termination of a Participant’s employment or service other than for Cause.
	(cc)	“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.

	(dd)	“Non-Tandem SAR” means an SAR that is granted independently of any Option, as described in Article 7.
	(ee)	“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.
	(ff)	“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option. The Option Price will be at least the greater of the Fair Market Value of a Share or par value of a Share.
	(gg)	“Other Agreement” means either (i) an applicable employment or other written agreement between the Company and a Participant or (ii) an applicable employment or other written agreement between an Affiliate or a Subsidiary and a Participant which has been approved by the Board or Committee or executed by the person who is the Chief Executive Officer, the President, an Executive Vice President, the Controller, or the Secretary of the Company.
	(hh)	“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.
	(ii)	“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.
	(jj)	“Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.
	(kk)	“Performance-Based Exception” means the exception for Performance-Based Compensation from the tax deductibility limitations of Code Section 162(m).
	(ll)	“Performance Measures” means measures as described in Article 13 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.
	(mm)	“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.
	(nn)	“Performance Share” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in fully paid Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria or Performance Measure(s), as applicable, have been achieved.

	(xx)	“Retirement” means a termination of employment after the Participant has (A) attained age 60 and (B) provided to the Company’s Chief Executive Officer written notice of the Participant’s intent to terminate employment by way of Retirement as of a date certain, which notice is provided at least one (1) year prior, to the date of the intended Retirement.  For the avoidance of doubt, if a Participant has met the relevant Retirement criteria set forth above but is terminated without Cause or is the subject of a Resignation for Good Reason prior to the date set forth in the notice described above, the Participant shall remain eligible for Retirement under this Plan.
	(yy)	“Share” means a registered share of common stock in the Company.
	(zz)	“Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the terms of Article 7 herein.
		(aaa)	“Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.
		(bbb)	“Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to Article 7, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be forfeited).
		(ccc)	“Third-Party Service Provider” means any consultant, agent, advisor, or independent contractor who renders services to the Company, any Subsidiary, or an Affiliate that: (i) are not in connection with the offer or sale of the Company’s securities in a capital raising transaction; and (ii) do not directly or indirectly promote or maintain a market for the Company’s securities.

(a)

Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be:

		(i)	One Hundred Fifty million (150,000,000) Shares; plus
		(ii)	(A) the number of Shares which remained available for grant under the Company’s Prior Plans as of the Effective Date; and (B) the number of Shares subject to outstanding awards as of the Effective Date under the Prior Plans that on or after the Effective Date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Shares).
	(b)	All Shares of the Share Authorization may be granted as Full-Value Awards
	(c)	The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be eighty million (80,000,000) Shares.
	(d)	The maximum number of Shares of the Share Authorization that may be granted to Directors shall be 20,000,000 Shares.

	(a)	Shares tendered or attested to in payment of the Exercise Price of an Option shall not be added back to the applicable limit;
	(b)	Any Shares withheld by the Company to satisfy the tax withholding obligation shall not be added back to the applicable limit (without implying that the withholding of Shares is a permissible way to satisfy the obligation);
	(c)	Shares that are reacquired by the Company with the amount received upon the exercise of an Option shall not be added back to the applicable limit; and
	(d)	The aggregate Shares exercised, rather than the number of Shares actually issued, pursuant to a SAR that is settled in Shares shall reduce the applicable limit.

	(a)	Options. The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be 5,000,000, as adjusted pursuant to Sections 4.4 and/or 19.2.
	(b)	SARs. The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be 5,000,000, as adjusted pursuant to Sections 4.4 and/or 19.2.
	(c)	Restricted Stock Units or Restricted Stock. The maximum aggregate grant with respect to Awards of Restricted Stock Units or Restricted Stock that a Participant may receive in any one Plan Year shall be 5,000,000 Shares, as adjusted pursuant to Sections 4.4 and/or 19.2, or equal to the value of 5,000,000 Shares, as adjusted pursuant to Sections 4.4 and/or 19.2.
	(d)	Performance Units or Performance Shares. The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be 5,000,000 Shares, as adjusted pursuant to Sections 4.4 and/or 19.2, or equal to the value of 5,000,000 Shares, as adjusted pursuant to Sections 4.4 and/or 19.2, determined as of the date of vesting or payout, as applicable.
	(e)	Cash-Based Awards. The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed the greater of the value of $5,000,000 or 600,000 Shares, as adjusted pursuant to Sections 4.4 and/or 19.2, determined as of the date of vesting or payout, as applicable.
	(f)	Other Stock-Based Awards. The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall be 5,000,000 Shares, as adjusted pursuant to Sections 4.4 and/or 19.2.

	(a)	Involuntary Termination or Resignation for Good Reason. These termination events apply only to Participants who are Employees or Third-Party Service Providers. In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates by reason of an Involuntary Termination or Resignation for Good Reason by the Participant, all then vested and exercisable Options shall remain exercisable from the date of such termination until the earlier of (A) the expiration of the term of the Option, or (B) six (6) months after the date of such termination. Such Options shall only be exercisable to the extent that they were exercisable as of such termination date and all unvested Options shall be immediately forfeited.
	(b)	Death or Disability. These termination events apply to all Participants. In the event that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates by reason of death or Disability, to the extent that an Option is not then exercisable, the Option shall immediately become vested and exercisable with respect to all Shares covered by the Participant’s Option, and the Option shall remain exercisable until the earlier of (A) the expiration of the term of the Option, or (B) 12 months after the date of such termination. In the case of the Participant’s death, the Participant’s beneficiary or estate may exercise the Option.
	(c)	Retirement. This termination event shall apply only to Participants who are Employees. In the event that a Participant’s employment terminates by reason of Retirement from the Company, Affiliate and/or any Subsidiary, to the extent an Option is not then exercisable, the Option shall become vested and exercisable as to a number of Shares determined as follows: (i) the total number of Shares covered by the Option times (ii) a ratio, the numerator of which is the total number of months of employment from the Grant Date of the Option to the end of the month in which such termination occurs and the denominator of which is the total number of months of vesting required for a fully vested Option as set forth in the Award Agreement. The vested portion of the Option, as determined under this subsection (c), shall remain exercisable until the earlier of (A) the expiration of the term of the Option, or (B) 36 months after the date of such termination. The unvested portion of the Option shall be immediately forfeited.
	(d)	Termination for Cause. This termination event applies to all Participants. In the event

		that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for Cause, all Options granted to such Participant shall expire immediately and all rights to purchase Shares (vested or nonvested) under the Options shall cease upon such termination. In addition, the provisions of Article 11 shall apply.
	(e)	Other Termination. This termination event applies to all Participants, as follows:
		(i)	In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for any reason other than those set forth in subsections (a) through (d) above, all then vested and exercisable Options shall remain exercisable from the date of such termination until the earlier of (A) the expiration of the term of the Option, or (B) 30 days after the date of such termination. Such Options shall only be exercisable to the extent that they were exercisable as of such termination date and all unvested Options shall be immediately forfeited.
		(ii)	In the event that a Participant’s service as a Director with the Company terminates for any reason other than those set forth in subsections (b) through (d) above, to the extent the Option is not then exercisable, the Option shall become vested and exercisable as to a number of Shares determined as follows: (A) the total number of Shares covered by the Option times (B) a ratio, the numerator of which is the total number of months of service from the Grant Date of the Option to the end of the month in which such termination occurs and the denominator of which is the total number of months of vesting required for a fully vested Option as set forth in the Award Agreement. The vested portion of the Option, as determined under this paragraph (ii) shall remain exercisable from the date of such termination until the earlier of (x) the expiration of the term of the Option, or (y) 30 days after the date of such termination. The unvested portion of the Option shall be immediately forfeited.

	(a)	The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
	(b)	The number of Shares with respect to which the SAR is exercised.

	(a)	Involuntary Termination or Resignation for Good Reason. These termination events apply only to Participants who are Employees or Third-Party Service Providers. In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates by reason of an Involuntary Termination or Resignation for Good Reason by the Participant, all then vested and exercisable SARs shall remain exercisable from the date of such termination until the earlier of (A) the expiration of the term of the SAR, or (B) six (6) months after the date of such termination. Such SARs shall only be exercisable to the extent that they were exercisable as of such termination date and all unvested SARs shall be immediately forfeited.
	(b)	Death or Disability. These termination events apply to all Participants. In the event that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates by reason of death or Disability, to the extent that an SAR is not then exercisable, the SAR shall immediately become vested and exercisable with respect to all Shares covered by the Participant’s SAR, and the SAR shall remain exercisable until the earlier of (A) the expiration of the term of the SAR, or (B) 12 months after the date of such termination. In the case of the Participant’s death, the Participant’s beneficiary or estate may exercise the SAR.
	(c)	Retirement. This termination event applies only to Participants who are Employees. In the event that a Participant’s employment terminates by reason of Retirement from the Company, Affiliate and/or any Subsidiary, to the extent an SAR is not then exercisable, the SAR shall become vested and exercisable as to a number of Shares determined as follows: (i) the total number of Shares covered by the SAR times (ii) a ratio, the numerator of which is the total number of months of employment from the Grant Date of the SAR to the end of the month in which such termination occurs and the

		denominator of which is the total number of months of vesting required for a fully vested SAR as set forth in the Award Agreement. The vested portion of the SAR, as determined under this subsection (c), shall remain exercisable until the earlier of (A) the expiration of the term of the SAR, or (B) 36 months after the date of such termination. The unvested portion of the SAR shall be immediately forfeited.
	(d)	Termination for Cause. This termination event applies to all Participants. In the event that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for Cause, all SARs granted to such Participant shall expire immediately and all rights to purchase Shares (vested or nonvested) under the SARs shall cease upon such termination. In addition, the provisions of Article 11 shall apply.
	(e)	Other Termination. This termination event applies to all Participants, as follows:
		(i)	In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for any reason other than those set forth in subsections (a) through (d) above, all then vested and exercisable SARs shall remain exercisable from the date of such termination until the earlier of (A) the expiration of the term of the SAR, or (B) 30 days after the date of such termination. Such SARs shall only be exercisable to the extent that they were exercisable as of such termination date and all unvested SARs shall be immediately forfeited.
		(ii)	In the event that a Participant’s service as a Director with the Company terminates for any reason other than those set forth in subsections (b) through (d) above, to the extent the SAR is not then exercisable, the SAR shall become vested and exercisable as to a number of Shares determined as follows: (A) the total number of Shares covered by the SAR times (B) a ratio, the numerator of which is the total number of months of service from the Grant Date of the SAR to the end of the month in which such termination occurs and the denominator of which is the total number of months of vesting required for a fully vested SAR as set forth in the Award Agreement. The vested portion of the SAR, as determined under this paragraph (ii) shall remain exercisable from the date of such termination until the earlier of (x) the expiration of the term of the SAR, or (y) 30 days after the date of such termination. The unvested portion of the SAR shall be immediately forfeited.

	(a)	Involuntary Termination or Resignation for Good Reason. These termination events apply only to Participants who are Employees or Third-Party Service Providers. In the event that a Participant’s employment or service, as the case may be, with the Company, Affiliate and/or any Subsidiary terminates by reason of an Involuntary Termination or Resignation for Good Reason by the Participant, to the extent any Shares of Restricted Stock or Restricted Stock Units, as the case may be, are not then vested, all Shares of Restricted Stock or all Restricted Stock Units, as the case may be, shall be immediately forfeited to the Company.
	(b)	Death or Disability. These termination events apply to all Participants. In the event that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates by reason of death or Disability, to the extent any Shares of Restricted Stock or Restricted Stock Units, as the case may be, are not then vested, all Shares of Restricted Stock or all Restricted Stock Units, as the case may be, shall immediately become fully vested on the date of such termination and any restrictions shall lapse.
	(c)	Retirement. This termination event applies only to Participants who are Employees. In the event that a Participant’s employment terminates by reason of Retirement from the Company, Affiliate and/or any Subsidiary, to the extent any Award covering Shares of Restricted Stock or Restricted Stock Units, as the case may be, are not then vested, the Award shall become vested on the date of such termination and any restrictions shall lapse as to a number of Shares or Units, as the case may be, determined as follows: (A) the total number of Shares of Restricted Stock or Restricted Stock Units, as applicable, times (B) a ratio, the numerator of which is the total number of months of employment from the Grant Date of the Award to the end of the month in which the Participant’s termination occurs and the denominator of which is the total number of months of vesting required for a fully vested Award as set forth in the Award Agreement; provided, however, that a Participant who is a United States taxpayer shall be vested on the date on which he is entitled to Retire (taking into account any notice requirement) in the number of Shares or Units which would be vested under the formula set forth above if he had actually Retired on such date, and at the end of each subsequent month shall be vested in the number of additional Shares or Units that would be vested if he had Retired on such date, until he actually terminates employment; and provided further that similar rules shall apply to a Participant who is not a United States taxpayer but is subject to other tax laws requiring that Restricted Stock or Restricted Stock Units be taken into account for tax purposes when the Participant is eligible to Retire.
	(d)	Termination for Cause. This termination event applies to all Participants. In the event that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for Cause all vested and unvested Shares of Restricted Stock or all vested and unvested Restricted Stock Units, as the case may be, shall be forfeited to the Company. In addition, the provisions of Article 11 shall apply.

	(e)	Other Termination. This termination event applies to all Participants, as follows:
		(i)	In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for any reason other than as described in subsections (a) through (d), all unvested Shares of Restricted Stock or all unvested Restricted Stock Units, as the case may be, shall be immediately forfeited to the Company.
		(ii)	In the event that a Participant’s service as a Director with the Company terminates for any reason other than as described in subsections (b) through (d), to the extent any Award covering Shares of Restricted Stock or Restricted Stock Units, as the case may be, are not then vested, the Award shall become vested on the date of such termination and any restrictions shall lapse as to a number of Shares or Units, as the case may be, determined as follows: (A) the total number of Shares of Restricted Stock or Restricted Units, as applicable, times (B) a ratio, the numerator of which is the total number of months of service from the Grant Date of the Award to the end of the month in which the Participant’s termination occurs and the denominator of which is the total number of months of vesting required for a fully vested Award as set forth in the Award Agreement. The unvested portion of the Award shall be immediately forfeited to the Company.
	(f)	Satisfaction of Performance Goals. In any situation in which the number of Shares of Restricted Stock, or Restricted Stock Units, to which a Participant is entitled is intended to satisfy the Performance-Based Exception, or otherwise depends upon the satisfaction of performance goals, the treatment of the Award upon a termination of employment or service shall be governed by the provisions of Section 9.6.

	(a)	Involuntary Termination or Resignation for Good Reason. These termination events apply only to Participants who are Employees or Third-Party Service Providers. In the event that a Participant’s employment or service, as the case may be, with the Company, Affiliate and/or any Subsidiary terminates during a Performance Period by reason of an Involuntary Termination or Resignation for Good Reason by the Participant, all unvested Performance Units and/or Performance Shares shall be immediately forfeited to the Company.
	(b)	Death or Disability. These termination events apply to all Participants. In the event that a Participant’s employment or service, as the case may be, with the Company, Affiliate and/or any Subsidiary terminates by reason of death or Disability, the Participant shall receive a payout of the Performance Units and/or Performance Shares calculated as if the performance goals had been met at the median or target level, as applicable.
	(c)	Retirement. This termination event applies only to Participants who are Employees.
		(i)	In the event that a Participant’s employment with the Company, Affiliate and/or any Subsidiary, terminates during a Performance Period due to Retirement, the Participant shall receive a prorated payout of the Performance Units and/or Performance Shares, which shall be valued and paid in accordance with paragraph (c)(ii). The prorated payout shall be determined as follows: (A) the total number of Performance Units and/or Performance Shares, as applicable, to which the Participant would be entitled as determined under paragraph (c)(ii) times (B) a ratio, the numerator of which is the total number of months of employment from the Grant Date of the Award to the end of the month in which the Participant’s termination occurs and the denominator of which is the total number of months in the Performance Period.
		(ii)	The number of Performance Units and/or Performance Shares to which the Participant is entitled, prior to application of the proration formula described in paragraph (c)(i), shall be determined after the close of the Performance Period based upon the extent to which the Performance Measures or other performance

			goals were actually achieved; provided that, in the case of an Award that is not intended to qualify for the Performance-Based Exception, the Committee may provide for a payment prior to the close of the Performance Period calculated as if the Performance Measures or other performance goals had been met at the median or target level, as applicable, or such other measure as the Committee considers appropriate.
	(d)	Termination for Cause. This termination event applies to all Participants. In the event that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for Cause during a Performance Period, all Performance Units and/or Performance Shares (vested or unvested) shall be immediately forfeited to the Company. In addition, the provisions of Article 11 shall apply.
	(e)	Other Termination. This termination event applies to all Participants, as follows:
		(i)	In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates during a Performance Period for any reason other than as described in subsections (a) through (d), all unvested Performance Units and/or Performance Shares shall be immediately forfeited to the Company.
		(ii)	In the event that a Participant’s service as a Director with the Company terminates during a Performance Period for any reason other than as described in subsections (b) through (d), to the extent any Award covering Performance Units and/or Performance Shares are not then vested, the Award shall become vested on the date of such termination and any restrictions shall lapse as to a number of Performance Units or Performance Shares, as the case may be, determined as follows: (A) the total number of Performance Shares or Performance Units, as applicable, to which the Participant would be entitled if the performance goals had been met at the median or target level, as applicable, times (B) a ratio, the numerator of which is the total number of months of service from the Grant Date of the Award to the end of the month in which the Participant’s termination occurs and the denominator of which is the total number of months of vesting required for a fully vested Award as set forth in the Award Agreement. The unvested portion of the Award shall be immediately forfeited to the Company.

	(a)	Involuntary Termination or Resignation for Good Reason. These termination events apply only to Participants who are Employees or Third-Party Service Providers. In the event that a Participant’s employment or service, as the case may be, with the Company, Affiliate and/or any Subsidiary terminates by reason of an Involuntary Termination or Resignation for Good Reason by the Participant, the unvested portion of the Award shall be immediately forfeited to the Company.
	(b)	Death or Disability. These termination events apply to all Participants. In the event that a Participant’s employment or service, as the case may be, with the Company, Affiliate and/or any Subsidiary terminates by reason of death or Disability, the Participant shall receive a payout of the Award; provided that if the Award is based upon the achievement of performance goals, the Award shall be calculated as if the performance goals had been achieved at the median or target level, as applicable.
	(c)	Retirement. This termination event applies only to Participants who are Employees.
		(i)	In the event that a Participant’s employment with the Company, Affiliate and/or any Subsidiary, terminates during a Performance Period due to Retirement, the Participant shall receive a prorated payout of the Award, which shall be valued and paid in accordance with paragraph (c)(ii). The prorated payout shall be determined as follows: (A) the total amount of the Award to which the Participant would be entitled as determined under paragraph (c)(ii) times (B) a ratio, the numerator of which is the total number of months of employment from the Grant Date of the Award to the end of the month in which the Participant’s termination occurs and the denominator of which is the total number of months in the Performance Period, or other period required for full vesting of the Award.
		(ii)	The amount of the Award to which the Participant is entitled, prior to application of the proration formula described in paragraph (c)(i), shall be determined after the close of the Performance Period based upon the extent to which the Performance Measures or other performance goals were actually achieved; provided that, in the case of an Award that is not intended to qualify for the Performance-Based Exception, the Committee may provide for a payment prior to the close of the Performance Period calculated as if the Performance Measures or other performance goals had been met at the median or target level, as applicable, or such other measure as the Committee considers appropriate.

	(d)	Termination for Cause. This termination event applies to all Participants. In the event that a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates for Cause the Award (vested or unvested) shall be immediately forfeited to the Company. In addition, the provisions of Article 11 shall apply.
	(e)	Other Termination. This termination event applies to all Participants, as follows:
		(i)	In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates during a Performance Period for any reason other than as described in subsections (a) through (d), the unvested portion of the Award shall be immediately forfeited to the Company.
		(ii)	In the event that a Participant’s service as a Director with the Company terminates during a Performance Period, or other period required for full vesting, for any reason other than as described in subsections (b) through (d), to the extent the Award is unvested, the Award shall become vested on the date of such termination and any restrictions shall lapse as to a portion of the Award determined as follows: (A) the total value of the Award to which the Participant would be entitled if any applicable performance goals had been met at the median or target level, as applicable, times (B) a ratio, the numerator of which is the total number of months of service from the Grant Date of the Award to the end of the month in which the Participant’s termination occurs and the denominator of which is the total number of months of vesting or the performance period required for a fully vested Award as set forth in the Award Agreement. The unvested portion of the Award shall be immediately forfeited to the Company.

	(a)	Competitive Activity. All outstanding Awards and Shares issued pursuant to an Award held by an Participant will be forfeited in their entirety (including as to any portion of an Award or Shares subject thereto that are vested or as to which any repurchase or resale rights or forfeiture restrictions in favor of the Company or its designee with respect to such Shares have previously lapsed) if the Participant, without the consent of the Company, while employed or in service, as the case may be, or within six (6) months after termination of employment or service, establishes an employment or similar relationship with a competitor of the Company or engages in any similar activity that is in conflict with or adverse to the interests of the Company, as determined by the Committee in its sole discretion; provided, that if an Participant has sold Shares issued upon exercise or settlement of an Award within six (6) months prior to the date on which the Participant would otherwise have been required to forfeit such Shares or the Option under this subsection (a) as a result of the Participant’s competitive or similar acts, then the Company will be entitled to recover any and all profits realized by the Participant in connection with such sale.
	(b)	Termination for Cause. All outstanding Awards and Shares issued pursuant to an Award held by an Participant will be forfeited in their entirety (including as to any portion of an Award or Shares subject thereto that are vested or as to which any repurchase or resale rights or forfeiture restrictions in favor of the Company or its designee have previously lapsed) if the Participant’s employment or service is terminated by the Company for Cause; provided, however, that if an Participant has sold Shares issued upon exercise or settlement of an Award within six (6) months prior to the date on which the Participant would otherwise have been required to forfeit such Shares under this subsection (b) as a result of termination of the Participant’s employment or service for Cause, then the Company will be entitled to recover any and

		all profits realized by the Participant in connection with such sale; and provided further, that in the event the Committee determines that it is necessary to establish whether grounds exist for termination for Cause, the Award will be suspended during any period required to conduct such determination, meaning that the vesting, exercisability and/or lapse of restrictions otherwise applicable to the Award will be tolled and if grounds for such termination are determined to exist, the forfeiture specified by this subsection (b) will apply as of the date of suspension, and if no such grounds are determined to exist, the Award will be reinstated on its original terms.
	(c)	Failure to Timely Accept Award Agreement. If the Company or the Committee requests that a Participant execute and return an Award Agreement (or otherwise indicate its acceptance of the Award Agreement) in connection with an Award, and if the Participant fails to do so within ninety (90) days of the request for same, all outstanding Awards and Shares issued pursuant to the applicable Award will be forfeited in their entirety. For the avoidance of doubt, all Awards are made as of their Grant Date.

(a)

Net earnings or net income (before or after taxes);

	(b)	Earnings per share (basic or fully diluted);
	(c)	Net sales or revenue growth;
	(d)	Net operating profit;
	(e)	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);
	(f)	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);
	(g)	Earnings before or after taxes, interest, depreciation, and/or amortization;
	(h)	Booking activity and Backlog growth (including, but not limited to, as measured in man-hours, future revenues, and/or contract profit);
	(i)	Gross or operating margins;
	(j)	Productivity ratios;
	(k)	Share price (including, but not limited to, growth measures and total shareholder return);
	(l)	Expense targets;
	(m)	Leverage targets (including, but not limited to, absolute amount of consolidated debt, EBITDA/consolidated debt ratios and/or debt to equity ratios);
	(n)	Credit rating targets;
	(o)	Margins;
	(p)	Operating efficiency;
	(q)	Safety;
	(r)	Market share;
	(s)	Customer satisfaction;
	(t)	Working capital targets;
	(u)	Economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of capital);
	(v)	Developing new products and lines of revenue;
	(w)	Reducing operating expenses;
	(x)	Developing new markets;
	(y)	Meeting completion schedules;
	(z)	Developing and managing relationships with regulatory and other governmental agencies;
	(aa)	Managing cash;
	(bb)	Managing claims against the Company, including litigation; and
	(cc)	Identifying and completing strategic acquisitions.

	(a)	Any crediting of dividends or dividend equivalents shall be subject to the same restrictions and conditions as the underlying Award. For avoidance of doubt, dividends or dividend equivalents with respect to any Award subject to the achievement of performance goals shall only be paid to the extent the Award vests and the performance goals are achieved.
	(b)	No dividend equivalent granted with respect to an Option or a Stock Appreciation Right may be conditioned, directly or indirectly, upon exercise of such Option or Stock Appreciation Right.
	(c)	If the grant of an Award to a Covered Employee is designed to comply with the requirements of the Performance-Based Exception, the Committee may apply any additional restrictions it deems appropriate to the payment of dividends or dividend equivalents, such that the dividends, dividend equivalents and/or the Award maintain eligibility for the Performance-Based Exception.
	(d)	To the extent a dividend or dividend equivalent is considered a 409A Award, as defined in Section 22.18, whether or not the underlying Award is also a 409A Award, the right to the dividend or dividend equivalent shall be treated as a separate form of Award that is subject to Section 22.18, and the time of payment of the dividend or dividend equivalent shall comply with Section 409A.

	(a)	Involuntary Termination or Resignation for Good Reason. These termination events apply only to Participants who are Employees or Third-Party Service Providers. In the event that a Participant’s employment, or service as a Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates by reason of an Involuntary Termination or Resignation for Good Reason by the Participant during the Change in Control Period, then the following shall apply:
		(i)	Except as otherwise provided in subparagraph (a)(ii), (A) to the extent that an Option or SAR is not then exercisable, the Option or SAR shall immediately become fully vested and exercisable with respect to all Shares covered by the Participant’s Option or SAR, and the Option or SAR shall remain exercisable until the earlier of three (3) years after the date of such termination or expiration of the term of the Option or SAR, (B) to the extent any Shares of Restricted Stock or Restricted Stock Units, as the case may be, are not then vested, all Shares of Restricted Stock or all Restricted Stock Units, as the case may be, shall immediately become fully vested and any restrictions shall lapse, and (C) to the extent any Other Stock Award or Cash-Based Award has not then been paid out, the Participant shall immediately receive a full payout of the Cash-Based Award or Other Stock Award.
		(ii)	The target payout opportunities attainable under all outstanding Performance Units, Performance Shares, and any other Awards which are subject to achievement of any of the Performance Measures specified in Article 13, or any other performance conditions or restrictions that the Committee has made the Award contingent upon, shall be deemed to have been earned as of the effective date of the Change in Control, and the amount payable pursuant to such Award shall be calculated as if the relevant performance goals had been achieved at the median or target level, as applicable.
		(iii)	Such Awards shall be paid in Shares or cash, in accordance with the original terms of the Award, except that the Committee has the authority to pay all or any portion of the value of any Award denominated in Shares in cash.
	(b)	Termination of Directors. This termination event applies only to Participants who are Directors. In the event that a Participant’s service as a Director with the Company

		terminates during the Change in Control Period for any reason other than Cause, death or Disability, all of the Participant’s Awards shall be treated in the manner described in subsection (a).
	(c)	Death, Disability, Retirement, or Termination for Cause. If a Participant’s employment, or service as a Director or Third-Party Service Provider with the Company, Affiliate and/or any Subsidiary terminates during the Change in Control Period by reason of death, Disability, Retirement (for Employees only), or Cause, the Participant’s Awards shall be treated in the same manner as if such termination had not occurred during a Change in Control Period.
	(d)	Modification of Awards. Subject to Article 19, herein, the Committee shall have the authority to make any modifications to the Awards as determined by the Committee to be appropriate in connection with the Change in Control.

	(a)	Options or SARs issued under this Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR;

	(b)	Options or SARs issued under this Plan shall not be repurchased, or otherwise cancelled in exchange for a payment of any form of consideration, if the Option Price or Grant Price is less than the Fair Market Value of the Shares covered by the Option or SAR; and
	(c)	no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by Applicable Laws.

	(a)	The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture (including repurchase of Shares for nominal consideration), or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, failure to remit the amounts necessary to satisfy the Participant’s tax withholding obligations, termination of employment for Cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.
	(b)	If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall, to the extent required by Section 304 of the Sarbanes-Oxley Act of

		2002, reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve (12) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.
	(c)	To the extent that any policy adopted by the Company in order to comply with regulations issued pursuant to Section 10D of the Exchange Act, as required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires any Participant to forfeit any Award, or repay any amount paid with respect to any Award, such policy shall be deemed incorporated into all outstanding Awards to the extent required by such regulations, and all Participants subject to such regulations, by accepting any Award, shall be deemed to have consented to the inclusion of provisions in their Award Agreement as determined by the Committee to be necessary or appropriate to comply with such regulations.

	(a)	To the extent provided in an Award Agreement, the terms of an Other Agreement may be deemed incorporated into the Award Agreement, and may alter the definition of Cause, Good Reason, Retirement or Change in Control, the treatment of the Award upon a termination of employment or service or a Change in Control (including any provisions related thereto), or any other provisions relating to vesting or lapse of forfeiture provisions, provided that Award, as so altered, could have been granted under the Plan without violating any term of the Plan or any Applicable Law.
	(b)	Except as otherwise provided in Section 22.2(c), an Other Agreement shall not be deemed incorporated into an Award Agreement, and shall not affect the terms of the Award, unless so provided in the Award Agreement or otherwise determined by the Committee, regardless of the terms of the Other Agreement.
	(c)	Any provision of an Other Agreement entered into prior to November 8, 2012, including any amendment thereto, that provides benefits upon a Change in Control greater than those provided in Article 18 shall be deemed incorporated into the Award Agreement and shall supersede the provisions of Article 18, unless otherwise provided by the Award Agreement. The Participant shall receive the greater of the benefits provided under the Other Agreement or Article 18, without duplication.