{"url_path":"/sec/cg/8-k/2026-06-05/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1527166/0001527166-26-000033-index.html","accession_number":"0001527166-26-000033","cik":"0001527166","ticker":"CG","issuer_name":"Carlyle Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527166/0001527166-26-000033-index.html","primary_entity_key":"0001527166","primary_entity_name":"Carlyle Group Inc."},"word_count":5446,"has_tables":false,"body_markdown":"EX-10.1\n2\ncg202606058-kex101.htm\nEX-10.1\n\nCG 2026.06.05 8-K EX10.1\n\n1\n\nExhibit 10.1\n\nTHE CARLYLE GROUP INC. AMENDED AND RESTATED\n\n2012 EQUITY INCENTIVE PLAN\n\n(as amended through June 3, 2026)\n\n1.Purpose of the Plan\n\nThe Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (as amended\n\nthrough June 3, 2026) (the “Plan”) is designed to promote the long term financial interests and\n\ngrowth of The Carlyle Group Inc., a Delaware corporation and its Affiliates by (i) attracting and\n\nretaining senior professionals, employees, consultants, directors, members, partners and other\n\nservice providers of the Company or any of its Affiliates and (ii) aligning the interests of such\n\nindividuals with those of the Company and its Affiliates by providing them with equity-based\n\nawards based on the Company’s shares of common stock, par value $0.01 per share (the\n\n“Shares”). \n\n2.Definitions\n\nThe following capitalized terms used in the Plan have the respective meanings set forth in\n\nthis Section:\n\n(a)Act:  The U.S. Securities Exchange Act of 1934, as amended, or any successor\n\nthereto.\n\n(b)Administrator:  The Compensation Committee of the Board, or a subcommittee\n\nthereof, or, if the Board shall so determine, the Board or other such committee thereof, to whom\n\nauthority to administer the Plan has been delegated pursuant to Section 4 of the Plan.\n\n(c)Affiliate:  With respect to any Person, any other Person that directly or indirectly\n\nthrough one or more intermediaries controls, is controlled by or is under common control with\n\nthe Person in question. As used herein, the term “Control” means the possession, direct or\n\nindirect, of the power to direct or cause the direction of the management and policies of a Person,\n\nwhether through ownership of voting securities, by contract or otherwise.\n\n(d)Award:  Individually or collectively, any Option, Share Appreciation Right, or\n\nOther Share-Based Awards based on or relating to the Shares issuable under the Plan.\n\n(e)Beneficial Owner:  A “beneficial owner”, as such term is defined in Rule 13d-3\n\nunder the Act (or any successor rule thereto).\n\n(f)Board:  The board of directors of the Company.\n\n(g)Change in Control:  (i) The occurrence of any Person, other than an Affiliate of\n\nthe Company, becoming the “beneficial owner” (as defined in Rules 13d-3 and l3d-5 under the\n\nAct), directly or indirectly, of 50% or more of the total voting power of Shares, including by way\n\nof merger, consolidation or otherwise; or (ii) during any period of two consecutive years,\n\nContinuing Directors cease for any reason to constitute a majority of the directors serving on the\n\nBoard.  For purposes of this definition, “Continuing Director” means any member of the Board\n\n2\n\n(a) serving on the Board at the beginning of the relevant period of two consecutive years referred\n\nto in the immediately preceding sentence, (b) appointed or elected to the Board by the members\n\nof the Board or (c) whose appointment or election to the Board by such Board, or nomination for\n\nelection to the Board by the Company’s shareholders, was approved by a majority of the\n\ndirectors of the Board then still serving at the time of such approval who were so serving at the\n\nbeginning of the relevant period of two consecutive years, were so appointed or elected by the\n\nmembers of the Board or whose appointment or election or nomination for election was so\n\napproved.\n\n(h)Code:  The U.S. Internal Revenue Code of 1986, as amended, or any successor\n\nthereto.\n\n(i)Company:  The Carlyle Group Inc., a Delaware corporation, and any successor\n\ncorporation thereto.\n\n(j)Disability:  The term “Disability” shall have the meaning as provided under\n\nSection 409A(a)(2)(C)(i) of the Code.  Notwithstanding the foregoing or any other provision of\n\nthis Plan, the definition of Disability (or any analogous term) in an Award agreement shall\n\nsupersede the foregoing definition; provided, however, that if no definition of Disability or any\n\nanalogous term is set forth in such agreement, the foregoing definition shall apply. \n\n(k)Effective Date:  May 2, 2012. \n\n(l)Fair Market Value:  Of a Share on any given date means (i) the closing sale price\n\nper Share as quoted on the National Association of Securities Dealers Automated Quotation\n\nSystem (“Nasdaq”) on that date (or, if no closing sale price is reported, the last reported sale\n\nprice), (ii) if the Shares are not listed for trading on Nasdaq, the closing sale price (or, if no\n\nclosing sale price is reported, the last reported sale price) as reported on that date in composite\n\ntransactions for the principal national securities exchange registered pursuant to Section 6(g) of\n\nthe Act on which the Shares are listed, (iii) if the Shares are not so listed on a national securities\n\nexchange, the last quoted bid price for the Shares on that date in the over-the-counter market as\n\nreported by OTC Markets Group Inc. or a similar organization, or (iv) if the Shares are not so\n\nquoted by OTC Markets Group Inc. or a similar organization, the average of the mid-point of the\n\nlast bid and ask prices for the Shares on that date from a nationally recognized independent\n\ninvestment banking firm selected by the Administrator for this purpose. \n\n(m)Minimum Vesting Condition:  The requirement, with respect to any Award, that\n\nvesting of (or lapsing of restrictions on) such Award does not occur any more rapidly than on the\n\nfirst anniversary of the grant date for such Award (or the date of commencement of employment\n\nor service, in the case of a grant made in connection with a Participant’s commencement of\n\nemployment or service), other than (i) in connection with a Change in Control, (ii) as a result of a\n\nParticipant’s death or Disability or (iii) as a result of a Participant’s retirement or involuntary or\n\nconstructive termination without cause; provided, that such Minimum Vesting Condition will not\n\nbe required on Awards covering, in the aggregate, a number of Shares not to exceed 5% of the\n\nAbsolute Share Limit, as defined in Section 3.\n\n3\n\n(n)Option:  A nonqualified option to purchase Shares granted pursuant to Section 6\n\nof the Plan.\n\n(o)Option Price:  The purchase price per Share of an Option, as determined pursuant\n\nto Section 6(a) of the Plan.\n\n(p)Other Share-Based Awards:  Awards granted pursuant to Section 8 of the Plan.\n\n(q)Participant:  A senior professional, employee, consultant, director, member,\n\npartner or other service provider of the Company or of any of its Affiliates who is selected by the\n\nAdministrator to participate in the Plan. \n\n(r)Person:  A “person”, as such term is used for purposes of Section 13(d) or 14(d)\n\nof the Act (or any successor section thereto).\n\n(s)Plan:  The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan.\n\n(t)Services:  Shall be deemed to refer to (i) a Participant’s employment if the\n\nParticipant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as\n\na consultant, member or partner, if the Participant is consultant to, or partner of, the Company or\n\nof any of its Affiliates, and (iii) a Participant’s services as an non-employee director, if the\n\nParticipant is a non-employee member of the Board; provided, however, that with respect to any\n\nAward subject to Section 409A of the Code, a Participant’s termination of Services shall be\n\ndeemed to occur upon the date of the Participant’s separation from service within the meaning of\n\nSection 409A of the Code. \n\n(u)Share Appreciation Right:  A share appreciation right granted pursuant to Section\n\n7 of the Plan.\n\n(v)2021 Restatement Date:  June 1, 2021.\n\n(w)2026 Restatement Date:  June 3, 2026.\n\n3.Shares Subject to the Plan\n\n(a)Subject to Section 9 of the Plan, the total number of Shares which may be issued\n\npursuant to Awards granted under the Plan on or after the 2021 Restatement Date shall be\n\n77,800,000 (the “Absolute Share Limit”). The Shares may consist, in whole or in part, of\n\nunissued Shares or treasury Shares. The issuance of Shares or payment of cash upon the exercise,\n\nvesting or settlement of an Award or in consideration of the cancellation or termination of an\n\nAward shall reduce the total number of Shares available under the Plan, as applicable. If Shares\n\nare not issued or are withheld from payment of an Award (other than an Option or Share\n\nAppreciation Right) on or after the 2026 Restatement Date to satisfy tax obligations with respect\n\nto the Award, such Shares will be added back to the aggregate number of Shares with respect to\n\nwhich Awards may be granted under the Plan. When an Option or Share Appreciation Right is\n\ngranted under the Plan, the number of Shares subject to the Option or Share Appreciation Right\n\nwill be counted against the aggregate number of Shares with respect to which Awards may be\n\n4\n\ngranted under the Plan as one Share for every Share subject to such Option or Share\n\nAppreciation Right. No Shares will be added back to the Share reserve under the Plan with\n\nrespect to exercised Share Appreciation Rights granted under the Plan (regardless of whether the\n\nShare Appreciation Rights are cash settled or stock settled). Additionally, no Shares will be\n\nadded back to the Share reserve under the Plan in the event that (i) a portion of the Shares\n\ncovered by an Option are tendered to the Company or “net settled” to cover payment of the\n\nOption exercise price or (ii) the Company utilizes the proceeds received upon Option exercise to\n\nrepurchase Shares on the open market or otherwise.\n\n(b)In the event that any Awards under the Plan (regardless of whether granted prior\n\nto, on or after the 2021 Restatement Date) terminate or lapse for any reason (in whole or in part),\n\nincluding, without limitation, due to failure to achieve performance-vesting or service-vesting\n\ncriteria, on or after the 2021 Restatement Date without payment of consideration, the number of\n\nShares subject to such terminated or lapsed portion of Awards shall be available for future\n\nAward grants under the Plan.\n\n(c)The maximum number of Shares subject to Awards granted during a calendar\n\nyear to any non-employee director serving on the Board, taken together with any cash fees paid\n\nto such non-employee director during such calendar year, shall not exceed $750,000 in total\n\nvalue (calculating the value of any such Awards based on the grant date fair value of such\n\nAwards for financial reporting purposes).\n\n4.Administration\n\n(a)The Plan shall be administered by the Administrator.  The Administrator may\n\ndelegate the authority to grant Awards under the Plan to any employee or group of employees of\n\nthe Company or of any Affiliate of the Company; provided that such delegation and grants are\n\nconsistent with applicable law and guidelines established by the Board from time to time. \n\nAwards may, in the discretion of the Administrator, be made under the Plan in assumption of, or\n\nin substitution for, outstanding awards previously granted by the Company, any Affiliate of the\n\nCompany or any entity acquired by the Company or with which the Company combines.  The\n\nnumber of Shares underlying such substitute awards shall be counted against the aggregate\n\nnumber of Shares available for Awards under the Plan. \n\n(b)The Administrator is authorized to interpret the Plan, to establish, amend and\n\nrescind any rules and regulations relating to the Plan, and to make any other determinations that\n\nit deems necessary or desirable for the administration of the Plan.  The Administrator may\n\ncorrect any defect or supply any omission or reconcile any inconsistency in the Plan in the\n\nmanner and to the extent the Administrator deems necessary or desirable.  Any decision of the\n\nAdministrator in the interpretation and administration of the Plan, as described herein, shall lie\n\nwithin its sole and absolute discretion and shall be final, conclusive and binding on all parties\n\nconcerned (including, but not limited to, Participants and their beneficiaries or successors). \n\n(c)The Administrator shall have the full power and authority to establish the terms\n\nand conditions of any Award subject to the Minimum Vesting Condition and consistent with the\n\nprovisions of the Plan.  The Administrator shall also be authorized to waive any such terms and\n\n5\n\nconditions applicable to an Award at any time (including, without limitation, accelerating or\n\nwaiving any vesting conditions).\n\n(d)The Administrator may require payment of any amount it may determine to be\n\nnecessary to withhold for U.S. federal, state, local, foreign or other taxes or social insurance\n\ncontributions as a result of the exercise, grant or vesting of an Award (or such other taxable that\n\nmay be applicable).  In connection therewith, the Company or any Affiliate shall have the right\n\nto withhold from Shares deliverable in respect of an Award or from any compensation or other\n\namount owing to the Participant, applicable withholding taxes or social insurance contributions\n\nwith respect to any issuance or transfer under the Plan and to take such action as may be\n\nnecessary in the opinion of the Company to satisfy all obligations for the payment of such\n\nwithholding taxes or social insurance contributions.  Additionally, the Administrator may permit\n\nor require a Participant to publicly sell, in a manner prescribed by the Administrator, a sufficient\n\nnumber of Shares in connection with the settlement of an Award (with a remittance of the sale\n\nproceeds to the Company) to cover applicable tax withholdings or social insurance contributions. \n\n5.Limitations\n\nNo Award may be granted under the Plan after June 3, 2036, but Awards theretofore\n\ngranted may extend beyond that date.\n\n6.Terms and Conditions of Options\n\nOptions granted under the Plan shall be non‑qualified options for U.S. federal income tax\n\npurposes, and shall be subject to the foregoing and the following terms and conditions and to\n\nsuch other terms and conditions, not inconsistent therewith, as the Administrator shall determine:\n\n(a)Option Price.  The Option Price per Share shall be determined by the\n\nAdministrator; provided that the Option Price per Share shall not be less than the Fair Market\n\nValue of a Share on the applicable date the Option is granted unless the Participant is not subject\n\nto Section 409A of the Code or the Option is otherwise designed to be compliant with Section\n\n409A of the Code.\n\n(b)Exercisability.  Options granted under the Plan shall be exercisable at such time\n\nand upon such terms and conditions as may be determined by the Administrator, but in no event\n\nshall an Option be exercisable more than ten years after the date it is granted.\n\n(c)Exercise of Options.  Except as otherwise provided in the Plan or in an Award\n\nagreement, an Option may be exercised for all, or from time to time any part, of the Shares for\n\nwhich it is then exercisable.  For purposes of Section 6 of the Plan, the exercise date of an Option\n\nshall be the later of the date a notice of exercise is received by the Company and, if applicable,\n\nthe date payment is received by the Company pursuant to the relevant clauses in the following\n\nsentence.  The purchase price for the Shares as to which an Option is exercised shall be paid to\n\nthe Company, and in the manner designated by the Administrator, pursuant to one or more of the\n\nfollowing methods: (i) in cash or its equivalent (e.g., by personal check), (ii) in Shares having a\n\nFair Market Value equal to the aggregate Option Price for the Shares being purchased and\n\n6\n\nsatisfying such other requirements as may be imposed by the Administrator, (iii) partly in cash\n\nand partly in such Shares, (iv) if the Option relates to Shares and if there is a public market for\n\nthe Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares\n\nobtained upon the exercise of the Option and to deliver promptly to the Company an amount out\n\nof the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased,\n\nor (v) to the extent permitted by the Administrator, through net settlement in Shares.  No\n\nParticipant shall have any rights to dividends, dividend equivalents or distributions or other\n\nrights of a holder with respect to Shares subject to an Option until the Participant has given\n\nwritten notice of exercise of the Option, paid in full for such Shares and, if applicable, has\n\nsatisfied any other conditions imposed by the Administrator pursuant to the Plan.\n\n(d)Attestation.  Wherever in this Plan or any agreement evidencing an Award a\n\nParticipant is permitted to pay the exercise price of an Option or taxes relating to the exercise of\n\nan Option by delivering Shares, the Participant may, subject to procedures satisfactory to the\n\nAdministrator, satisfy such delivery requirement by presenting proof of beneficial ownership of\n\nsuch Shares, in which case the Company shall treat the Option as exercised without further\n\npayment and/or shall withhold such number of Shares from the Shares acquired by the exercise\n\nof the Option, as appropriate.\n\n(e)Service Recipient Stock.  No Option may be granted to a Participant subject to\n\nSection 409A of the Code unless (i) the Shares constitute “service recipient stock” with respect\n\nto such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the Option is otherwise\n\ndesigned to be compliant with Section 409A of the Code.\n\n(f)Repricing of Options. Notwithstanding any other provisions under the Plan, no\n\naction shall be taken under the Plan without shareholder approval to (i) lower the exercise prices\n\nof any Options after they are granted, (ii) exchange Options for Options with lower exercise\n\nprices or cancel an Option when the Option Price exceeds the Fair Market Value in exchange for\n\ncash or other Awards (other than pursuant to Section 9 hereof) or (iii) take any other action that\n\nis treated as a “repricing” of stock options under generally accepted accounting principles.\n\n7.Terms and Conditions of Share Appreciation Rights\n\n(a)Grants.  The Administrator may grant (i) a Share Appreciation Right independent\n\nof an Option or (ii) a Share Appreciation Right in connection with an Option, or a portion\n\nthereof.  A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence\n\n(A) may be granted at the time the related Option is granted or at any time prior to the exercise or\n\ncancellation of the related Option, (B) shall cover the same number of Shares covered by an\n\nOption (or such lesser number of Shares as the Administrator may determine) and (C) shall be\n\nsubject to the same terms and conditions as such Option except for such additional limitations as\n\nare contemplated by this Section 7 (or such additional limitations as may be included in an\n\nAward agreement).\n\n(b)Terms.  The exercise price per Share of a Share Appreciation Right shall be an\n\namount determined by the Administrator; provided, however, that (y) the exercise price per\n\nShare shall not be less than the Fair Market Value of a Share on the applicable date the Share\n\n7\n\nAppreciation Right is granted unless the Participant is not subject to Section 409A of the Code or\n\nthe Share Appreciation Right is otherwise designed to be compliant with Section 409A of the\n\nCode and (z) in the case of a Share Appreciation Right granted in conjunction with an Option, or\n\na portion thereof, the exercise price may not be less than the Option Price of the related Option. \n\nEach Share Appreciation Right granted independent of an Option shall entitle a Participant upon\n\nexercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of\n\none Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the\n\nShare Appreciation Right.  Each Share Appreciation Right granted in conjunction with an\n\nOption, or a portion thereof, shall entitle a Participant to surrender to the Company the\n\nunexercised Option, or any portion thereof, and to receive from the Company in exchange\n\ntherefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of\n\none Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the\n\nOption, or portion thereof, which is surrendered.  Payment shall be made in Shares or in cash, or\n\npartly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as\n\nshall be determined by the Administrator.  Share Appreciation Rights may be exercised from\n\ntime to time upon actual receipt by the Company of written notice of exercise stating the number\n\nof Shares with respect to which the Share Appreciation Right is being exercised.  The date a\n\nnotice of exercise is received by the Company shall be the exercise date.  The Administrator, in\n\nits sole discretion, may determine that no fractional Shares will be issued in payment for Share\n\nAppreciation Rights, but instead cash will be paid for a fraction or the number of Shares will be\n\nrounded downward to the next whole Share. No Participant shall have any rights to dividends,\n\ndividend equivalents or distributions or other rights of a holder with respect to Shares subject to a\n\nShare Appreciation Right until the Participant has been issued Shares in settlement of such Share\n\nAppreciation Rights and, if applicable, has satisfied any other conditions imposed by the\n\nAdministrator pursuant to the Plan.\n\n(c)Limitations.  The Administrator may impose, in its discretion, such conditions\n\nupon the exercisability of Share Appreciation Rights as it may deem fit, but in no event shall a\n\nShare Appreciation Right be exercisable more than ten years after the date it is granted.\n\n(d)Service Recipient Stock.  No Share Appreciation Right may be granted to a\n\nParticipant subject to Section 409A of the Code unless (i) the Shares constitute “service recipient\n\nstock” with respect to such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the\n\nShare Appreciation Right is otherwise designed to be compliant with Section 409A of the Code.\n\n(e)Repricing of Share Appreciation Rights. Notwithstanding any other provisions\n\nunder the Plan, no action shall be taken under the Plan without shareholder approval to (i) lower\n\nthe exercise prices of any Share Appreciation Rights after they are granted, (ii) exchange Share\n\nAppreciation Rights for Share Appreciation Rights with lower exercise prices or cancel a Share\n\nAppreciation Right when the exercise price exceeds the Fair Market Value in exchange for cash\n\nor other Awards (other than pursuant to Section 9 hereof) or (iii) take any other action that is\n\ntreated as a “repricing” of Share Appreciation Rights under generally accepted accounting\n\nprinciples.\n\n8\n\n8.Other Share-Based Awards\n\nThe Administrator, in its sole discretion, may grant or sell Awards of Shares, restricted\n\nShares, deferred restricted Shares, phantom restricted Shares or other share-based awards based\n\nin whole or in part on the Fair Market Value of the Shares (“Other Share-Based Awards”).  Such\n\nOther Share-Based Awards shall be in such form, and dependent on such conditions, as the\n\nAdministrator shall determine, including, without limitation, the right to receive, or vest with\n\nrespect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion\n\nof a specified period of service, the occurrence of an event and/or the attainment of performance\n\nobjectives.  Other Share-Based Awards may be granted alone or in addition to any other Awards\n\ngranted under the Plan.  Subject to the provisions of the Plan, the Administrator shall determine\n\nto whom and when Other Share-Based Awards will be made, the number of Shares to be\n\nawarded under (or otherwise related to) such Other Share-Based Awards; whether such Other\n\nShare-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all\n\nother terms and conditions of such Awards (including, without limitation, any vesting provisions\n\nthereof). To the extent that any dividends or dividend equivalent payments may be paid with\n\nrespect to any Other Share-Based Award, no such dividend or dividend equivalent payments will\n\nbe made unless and until the corresponding portion of the underlying Other Share-Based Award\n\nbecomes earned and vested in accordance with its terms.\n\n9.Adjustments Upon Certain Events\n\nNotwithstanding any other provisions in the Plan to the contrary, the following provisions\n\nshall apply to all Awards granted under the Plan:\n\n(a)Generally.  In the event of any change in the outstanding Shares after the\n\nEffective Date by reason of any Share distribution or split, reorganization, recapitalization,\n\nmerger, consolidation, spin-off, combination, combination or transaction or exchange of Shares\n\nor other corporate exchange, or any distribution to holders of Shares other than regular cash\n\ndistributions or any transaction similar to the foregoing, the Administrator shall make an\n\nequitable substitution or adjustment (subject to Section 17 of the Plan) as to (i) the number or\n\nkind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant\n\nto outstanding Awards, (ii) the Option Price or exercise price of any Option or Share\n\nAppreciation Right and/or (iii) any other affected terms of such Awards, in each case, to the\n\nextent determined by the Administrator to be necessary to preserve (and not to enlarge)\n\nParticipants’ rights with respect to Awards outstanding under the Plan; provided, however, that\n\nthe manner and form of any such equitable adjustments shall be determined by the Administrator\n\nin its sole discretion and without liability to any person.\n\n(b)Change in Control. In the event of a Change in Control after the Effective Date,\n\nthe Administrator may (subject to Section 17 of the Plan), but shall not be obligated to, (i)\n\naccelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award,\n\n(ii) cancel such Awards for fair value (as determined in the sole discretion of the Administrator)\n\nwhich, in the case of Options and Share Appreciation Rights, may equal the excess, if any, of\n\nvalue of the consideration to be paid in the Change in Control transaction to holders of the same\n\nnumber of Shares subject to such Options or Share Appreciation Rights (or, if no consideration is\n\n9\n\npaid in any such transaction, the Fair Market Value of the Shares subject to such Options or\n\nShare Appreciation Rights) over the aggregate exercise price of such Options or Share\n\nAppreciation Rights, (iii) provide for the issuance of substitute Awards that will substantially\n\npreserve the otherwise applicable terms of any affected Awards previously granted hereunder as\n\ndetermined by the Administrator in its sole discretion or (iv) provide that for a period of at least\n\n15 days prior to the Change in Control, such Options shall be exercisable as to all shares subject\n\nthereto and that upon the occurrence of the Change in Control, such Options shall terminate and\n\nbe of no further force and effect.  The provisions of this Section 9(b) shall not limit a\n\nParticipant’s rights, if any, to accelerated vesting of an Award upon a Change in Control to the\n\nextent provided under the terms of any applicable Award agreement.\n\n10.No Right to Continued Service, Employment or Awards\n\nThe granting of an Award under the Plan shall impose no obligation on the Company or\n\nany Affiliate to continue the Services of a Participant and shall not lessen or affect the\n\nCompany’s or Affiliate’s right to terminate the Services of such Participant.  No Participant or\n\nother Person shall have any claim to be granted any Award, and there is no obligation for\n\nuniformity of treatment of Participants, or holders or beneficiaries of Awards.  The terms and\n\nconditions of Awards and the Administrator’s determinations and interpretations with respect\n\nthereto need not be the same with respect to each Participant (whether or not such Participants\n\nare similarly situated).\n\n11.Successors and Assigns\n\nThe Plan shall be binding on all successors and assigns of the Company and a Participant,\n\nincluding without limitation, the estate of such Participant and the executor, administrator or\n\ntrustee of such estate, or any receiver or trustee in bankruptcy or representative of the\n\nParticipant’s creditors.\n\n12.Non-transferability of Awards\n\nUnless otherwise determined or approved by the Administrator, an Award shall not be\n\ntransferable or assignable by the Participant otherwise than by will or by the applicable laws of\n\ndescent and distribution.  An Award exercisable after the death of a Participant may be exercised\n\nby the legatees, personal representatives or distributees of the Participant.\n\n13.Amendments or Termination\n\nThe Board may amend, alter or discontinue the Plan, but no amendment, alteration or\n\ndiscontinuation shall be made, without the consent of a Participant, if such action would\n\nmaterially diminish any of the rights of the Participant under any Award theretofore granted to\n\nsuch Participant under the Plan; provided, however, that the Administrator may amend the Plan\n\nin such manner as it deems necessary to permit the granting of Awards meeting the requirements\n\nof the Code or other applicable laws (including, without limitation, to avoid adverse tax\n\nconsequences to the Company or to Participants). No amendments shall be made to Sections 6(f)\n\n10\n\nor 7(e) of the Plan (regarding repricing of Options or Share Appreciation Rights) without\n\nshareholder approval.\n\nNotwithstanding any provision of the Plan to the contrary, in the event that the\n\nAdministrator determines that any amounts payable hereunder will be taxable to a Participant\n\nunder Section 409A of the Code and related U.S. Department of Treasury guidance prior to\n\npayment to such Participant of such amount, the Company may (a) adopt such amendments to\n\nthe Plan and Awards and appropriate policies and procedures, including amendments and\n\npolicies with retroactive effect, that the Administrator determines necessary or appropriate to\n\npreserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder\n\nand/or (b) take such other actions as the Administrator determines necessary or appropriate to\n\navoid the imposition of an additional tax under Section 409A of the Code.\n\n14.International Participants\n\nWith respect to Participants who reside or work outside the United States of America, the\n\nAdministrator may, in its sole discretion, amend the terms of the Plan or Awards with respect to\n\nsuch Participants (or establish a sub-plan operating under the Plan) in order to permit or facilitate\n\nparticipation in the Plan, to conform such terms with the requirements of local law or to obtain\n\nmore favorable tax or other treatment for a Participant, the Company or an Affiliate.\n\n15.Choice of Law\n\nThe Plan shall be governed by and construed in accordance with the law of the State of\n\nNew York, without regard to its conflict of law provisions.\n\n16.Effectiveness of the Plan\n\nThe Plan shall be effective as of the Effective Date.\n\n17.Section 409A\n\nTo the extent applicable, this Plan and Awards issued hereunder shall be interpreted in\n\naccordance with Section 409A of the Code and U.S. Department of Treasury regulations and\n\nother interpretative guidance issued thereunder, including without limitation any such regulations\n\nor other guidance that may be issued after the Effective Date.  Notwithstanding other provisions\n\nof the Plan or any Award agreements thereunder, no Award shall be granted, deferred,\n\naccelerated, extended, paid out or modified under this Plan in a manner that would result in the\n\nimposition of an additional tax under Section 409A of the Code upon a Participant.  In the event\n\nthat it is reasonably determined by the Administrator that, as a result of Section 409A of the\n\nCode, payments in respect of any Award under the Plan may not be made at the time\n\ncontemplated by the terms of the Plan or the relevant Award agreement, as the case may be,\n\nwithout causing the Participant holding such Award to be subject to taxation under Section 409A\n\nof the Code, the Company may take whatever actions the Administrator determines necessary or\n\nappropriate to comply with, or exempt the Plan and Award agreement from the requirements of\n\nSection 409A of the Code and related U.S. Department of Treasury guidance and other\n\n11\n\ninterpretive materials as may be issued after the Effective Date, which action may include, but is\n\nnot limited to, delaying payment to a Participant who is a “specified employee” within the\n\nmeaning of Section 409A of the Code until the first day following the six-month period\n\nbeginning on the date of the Participant’s termination of Services.  The Company shall use\n\ncommercially reasonable efforts to implement the provisions of this Section 17 in good faith;\n\nprovided that neither the Company, the Administrator nor any employee, director or\n\nrepresentative of the Company or of any of its Affiliates shall have any liability to Participants\n\nwith respect to this Section 17.\n\n18.Fractional Shares\n\nNotwithstanding other provisions of the Plan or any Award agreements thereunder, the\n\nCompany shall not be obligated to issue or deliver fractional Shares pursuant to the Plan or any\n\nAward and the Administrator shall determine whether cash, other securities, or other property\n\nshall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or\n\nany rights thereto shall be cancelled, terminated or otherwise eliminated with, or without,\n\nconsideration.\n\n19.Clawback Policies\n\nAwards under the Plan will be subject to any clawback, recoupment or recapture policy\n\nthat the Company may adopt from time to time to the extent provided in such policy and, in\n\naccordance with such policy, may be subject to the requirement that the Awards be repaid to the\n\nCompany after they have been distributed to the Participant."}