CINTAS CORP (Form: 8-K, Received: 10/23/2013 17:09:46)

Broker Non-Votes

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 22, 2013

Cintas Corporation

(Exact name of registrant as specified in its charter)



Washington	0-11399	31-1188630
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)



6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio		45262-5737
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(513) 459-1200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan

At the 2013 Annual Meeting of Shareholders (the “ Annual Meeting ”) of Cintas Corporation (the “ Corporation ”) held on October 22, 2013, the Corporation’s shareholders approved Amendment No. 3 (the “ Amendment ”) to the Cintas Corporation 2005 Equity Compensation Plan, as amended (the “ 2005 Equity Compensation Plan ”), which Amendment was previously approved by the Corporation’s Board of Directors (the “ Board ”), subject to shareholder approval. The description of the Amendment provided below is qualified in its entirety by reference to the complete terms of the 2005 Equity Compensation Plan and the Amendment, copies of which are attached hereto as Exhibits 10.1 to 10.4 and/or incorporated by reference herein.

The Amendment, among other matters, generally revised the 2005 Equity Compensation Plan to help permit the Corporation to structure certain awards so that they may be able to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”). In particular, the Amendment revised the types of performance measures upon which the Compensation Committee of the Board (the “ Compensation Committee ”) may condition performance awards granted pursuant to the amended 2005 Equity Compensation Plan. The performance measures that were adopted pursuant to the Amendment are as follows:


•	Profits (e.g., operating profit or income, EBIT, EBT, net income, earnings per share, residual or economic earnings, or economic value added);


•	Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow or cash flow return on investment);


•	Returns (e.g., EPS, profits or cash flow returns on: assets, invested capital, net capital employed, or equity);


•	Working Capital (e.g., working capital divided by sales, days' sales outstanding, days' sales inventory, and days' sales in payables, or any combination thereof);


•	Profit Margins (e.g., operating profit or gross profit divided by revenues or value added revenues);


•	Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt ratio, or EBITDA multiple);


•	Sales, Value Added Sales, Sales Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, new product sales growth, value added sales, growth in value added sales, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, sales per employee, cost targets, expense or debt reduction levels); and

•

Strategic Initiative Key Deliverable Metrics (e.g., product development, safety performance, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, human resources, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, increase in yield and productivity or goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures).

In addition to revising the performance measures under the 2005 Equity Compensation Plan, the Amendment also added individual grant limits ($5 million per participant during any 12-month period) to the 2005 Equity Compensation Plan for each of restricted stock awards and performance awards. Finally, the Amendment also extended the term of the 2005 Equity Compensation Plan by an additional five years so that it will now terminate on October 18, 2018, unless terminated earlier by the Board.

Cintas Corporation Management Incentive Plan

At the Annual Meeting, the Corporation’s shareholders also approved the Cintas Corporation Management Incentive Plan (the “ Management Incentive Plan ”), which was previously approved by the Board, subject to shareholder approval. The description of the Management Incentive Plan provided below is qualified in its entirety by reference to the complete terms of the Management Incentive Plan, a copy of which is attached hereto as Exhibit 10.5 and incorporated by reference herein.

The Management Incentive Plan is the Corporation’s annual incentive plan for executive officers for the fiscal year that began on June 1, 2013 and subsequent fiscal years. The Management Incentive Plan permits the Corporation to grant annual cash-based award opportunities that may meet the requirements of Section 162(m) of the Code to officers and other key employees who are selected to participate and to settle those opportunities. Each award will specify a payment amount or payment range as determined by the Compensation Committee (or any other committee appointed by the Board to administer the Management Incentive Plan). The Compensation Committee will have the exclusive right to establish and administer awards under the Management Incentive Plan and will establish a performance goal or goals in its discretion to which the awards are subject. If the Compensation Committee establishes performance goals, the number and/or value of such cash-based awards that will be paid out to the participant will depend on the extent to which the performance goals and any additional service requirements are met. The maximum annual dollar award paid to any participant for any one plan year will be $5,000,000. The performance measures approved by the Corporation’s shareholders for use for awards under the Management Incentive Plan are identical to the performance measures that were adopted pursuant to the Amendment, as listed above.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following matters were submitted to a vote of shareholders at the Annual Meeting:

Item No. 1: The shareholders elected the persons listed below as directors of the Corporation. The voting results were as follows:



Name	Shares For	Shares Against	Abstentions	Broker Non- Votes
Gerald S. Adolph	98,549,026	8,626,881	406,051	3,722,393
John F. Barrett	107,007,536	170,306	404,116	3,722,393
Melanie W. Barstad	98,639,436	8,539,786	402,736	3,722,393
Richard T. Farmer	102,535,408	4,643,244	403,306	3,722,393
Scott D. Farmer	106,948,687	230,160	403,111	3,722,393
James J. Johnson	107,006,453	171,340	404,165	3,722,393
Robert J. Kohlhepp	102,385,271	4,792,435	404,252	3,722,393
Joseph Scaminace	97,321,508	9,856,133	404,317	3,722,393
Ronald W. Tysoe	103,744,529	3,432,437	404,992	3,722,393

Item No. 2: The shareholders approved an advisory resolution on named executive officer compensation. The voting results were as follows:

Item No. 3: The shareholders approved Amendment No. 3 to the Cintas Corporation 2005 Equity Compensation Plan. The voting results were as follows:

Item No. 4: The shareholders approved the Cintas Corporation Management Incentive Plan. The voting results were as follows:

Item No. 5: The shareholders approved the ratification of the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for fiscal 2014. The voting results were as follows:



For	Against	Abstain
109,884,952	1,030,560	388,839

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description
10.1		Cintas Corporation 2005 Equity Compensation Plan (incorporated herein by reference to the attachment to the Corporation’s definitive proxy statement on Schedule 14A (SEC File No. 000-11399) filed with the SEC on September 1, 2005)
10.2		Amendment No. 1 to 2005 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.17 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (SEC File No. 000-11399) fled with the SEC on July 29, 2011)
10.3		Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K (SEC File No. 000-11399) filed with the SEC on July 27, 2012)
10.4		Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan
10.5		Cintas Corporation Management Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	CINTAS CORPORATION

Date: October 23, 2013	By:	/s/ William C. Gale
		William C. Gale
		Senior Vice President and Chief Financial Officer

Exhibit Index



Exhibit Number		Description
10.1		Cintas Corporation 2005 Equity Compensation Plan (incorporated herein by reference to the attachment to the Corporation’s definitive proxy statement on Schedule 14A (SEC File No. 000-11399) filed with the SEC on September 1, 2005)
10.2		Amendment No. 1 to 2005 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.17 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (SEC File No. 000-11399) fled with the SEC on July 29, 2011)
10.3		Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K (SEC File No. 000-11399) filed with the SEC on July 27, 2012)
10.4		Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan
10.5		Cintas Corporation Management Incentive Plan

Exhibit 10.4

AMENDMENT NO. 3 TO
CINTAS CORPORATION

2005 EQUITY COMPENSATION PLAN

Cintas Corporation hereby adopts this Amendment No. 3 to the Cintas Corporation 2005 Equity Compensation Plan, as amended by Amendment No. 1 on October 20, 2009 and Amendment No. 2 on July 24, 2012 (the “Plan”), effective as of July 30, 2013. Words and phrases used herein with initial capital letters that are defined in the Plan are used herein as so defined.

The first sentence of Article 5 of the Plan is hereby amended in its entirety to read as follows:

“This Plan shall terminate on October 18, 2018, unless terminated sooner by the Board pursuant to Article 14.”

II.

The first sentence of Section 8.1 of the Plan is hereby amended in its entirety to read as follows:

“The Committee may, in its discretion, grant one or more Restricted Stock Awards to any Eligible Employee, Advisor, and/or Nonemployee Director, except that no person shall receive during any 12-month period Restricted Stock Awards with a Fair Market Value in excess of $5,000,000 as of the applicable Grant Date.”

III.

The first sentence of Section 9.1.1 of the Plan is hereby amended in its entirety to read as follows:

“In addition to Restricted Stock Awards granted pursuant to Article 8, the Committee may, in its discretion, grant Performance Awards to Eligible Employees and Advisors, except that no person shall receive during any 12-month period Performance Awards with a Fair Market Value in excess of $5,000,000 as of the applicable Grant Date.”

IV.

Section 9.1.2 of the Plan is hereby amended in its entirety to read as follows:

“9.1.2 Criteria for Awards . The Committee may condition the grant or vesting of a Performance Award upon the attainment of one or more, or a combination, of the following specified performance goals (collectively, “Performance Objectives”):

9.1.2.1 Profits (e.g., operating profit or income, EBIT, EBT, net income, earnings per share, residual or economic earnings, or economic value added);

9.1.2.2 Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow or cash flow return on investment);

9.1.2.3 Returns (e.g., EPS, profits or cash flow returns on: assets, invested capital, net capital employed, or equity);

9.1.2.4 Working Capital (e.g., working capital divided by sales, days’ sales outstanding, days’ sales inventory, and days’ sales in payables, or any combination thereof);

9.1.2.5 Profit Margins (e.g., operating profit or gross profit divided by revenues or value added revenues);

9.1.2.6 Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt ratio, or EBITDA multiple);

9.1.2.7 Sales, Value Added Sales, Sales Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, new product sales growth, value added sales, growth in value added sales, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, sales per employee, cost targets, expense or debt reduction levels); and

9.1.2.8 Strategic Initiative Key Deliverable Metrics (e.g., product development, safety performance, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, human resources, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, increase in yield and productivity or goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures).”

A new Section 9.1.3 of the Plan is hereby added immediately following Section 9.1.2 to read as follows:

“9.1.3 Additional Considerations . The Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Performance Objectives may be relative to the performance of one or more other companies or subsidiaries, divisions, departments, regions or functions within such other companies, and may be made relative to an index of one or more of the performance criteria themselves.

With respect to a Performance Award to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code (a “Qualified Performance-Based Award”), each such Performance Objective shall define in an objective manner the extent to which the Performance Objective for a Plan Year has been achieved. With respect to Qualified Performance-Based Awards, the Committee may provide that any Performance Objective may include or exclude objectivity determinable adjustments. With respect to Qualified Performance-Based Awards, to the extent such adjustments apply to a Performance Objective, they shall be prescribed in a form and at a time that meets the requirements of Section 162(m) of the Code.

If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may in its discretion modify such Performance Objectives or any related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Qualified Performance-Based Award (other than in connection with a change in control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.”

IN WITNESS WHEREOF, to record the adoption of this Amendment No. 3 to the Plan, effective as of July 30, 2013, the undersigned, being duly authorized to act on behalf of the Board of Directors of Cintas Corporation, has executed this document this 30 ^th day of July, 2013.

CINTAS CORPORATION

By: /s/ Thomas E. Frooman

Name: Thomas E. Frooman

Title: Vice President & Secretary - General Counsel

Exhibit 10.5

CINTAS CORPORATION

MANAGEMENT INCENTIVE PLAN

SECTION 1. OBJECTIVE: The purpose of the Plan is to (i) attract, retain and motivate employees by providing incentives to key employees dependent upon the financial success of Cintas Corporation (the “Company”); and (ii) make the Company’s compensation program competitive with those of other major employers. The Company intends that certain compensation payable under the Plan will constitute “qualified performance-based compensation” under Section 162(m) of the Code. The Plan shall be administratively interpreted and construed in a manner consistent with such intent.

SECTION 2. PHILOSOPHY: Management and the Board of Directors believe the Plan should encourage the attraction and retention of key employees, and promote the achievement of financial and strategic objectives that support the profitability and long-term growth of the Company. The Plan promotes the focus of its participants on the achievement of pre-established financial and strategic objectives, approved annually by the Compensation Committee of the Board of Directors.

SECTION 3. DEFINITIONS: As used in this Plan, unless the context otherwise required, each of the following terms shall have the meaning set forth below.


a)	“Award” shall mean, for any Plan Year, a payment made to a Participants under the terms of this Plan.


b)	“Board of Directors” or “Board” shall mean the Board of Directors of the Company.


c)	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.


d)	“Committee” shall mean the Compensation Committee or such other Committee of the Board of Directors, which shall consist solely of two or more “outside directors” within the meaning of Section 162(m) of the Code.


e)	“Company” shall mean Cintas Corporation, a Washington corporation and its successors.


f)	“Covered Employee” shall mean a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).


g)	“Eligible Employee” shall mean all officers and other key employees of the Company and any of its Subsidiaries.


h)	“Maximum Amount” shall mean $5,000,000 for any Participant.


i)	“Participant” shall mean an Eligible Employee selected to participate in the Plan pursuant to Section 5.


j)	“Performance Objectives” shall mean the measurable performance objective or objectives established pursuant to this Plan for Participants pursuant to Section 6, Performance Objectives may be described

in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Performance Objectives may be relative to the performance of one or more other companies or subsidiaries, divisions, departments, regions or functions within such other companies, and may be made relative to an index of one or more of the performance criteria themselves. Awards (or a portion of an Award) may be granted subject to Performance Objectives that are either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. The Performance Objectives applicable to any Qualified Performance-Based Awards shall be based on one or more, or a combination, of the following criteria:


i.	Profits (e.g., operating profit or income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic value added);


ii.	Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow or cash flow return on investment);


iii.	Returns (e.g., EPS, profits or cash flow returns on: assets, invested capital, net capital employed, or equity);


iv.	Working Capital (e.g., working capital divided by sales, days’ sales outstanding, days’ sales inventory, and days’ sales in payables, or any combination thereof);


v.	Profit Margins (e.g., operating profit or gross profit divided by revenues or value added revenues);


vi.	Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt ratio, EBITDA multiple);


vii.	Sales, Value Added Sales, Sales Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, new product sales growth, value added sales, growth in value added sales, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, sales per employee, cost targets, expense or debt reduction levels); and

viii.

Strategic Initiative Key Deliverable Metrics (e.g., product development, safety performance, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, human resources, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, increase in yield and productivity and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures).

With respect to Qualified Performance-Based Awards, each such Performance Measure shall define in an objective manner the extent to which the Performance Objective for a Plan Year has been achieved. With respect to Qualified Performance-Based Awards, the Committee may provide that any Performance Objective may include or exclude objectively determinable adjustments. With respect to Qualified Performance-Based Awards, to the extent such adjustments apply to a Performance Objective, they shall be prescribed in a form and at a time that meets the requirements of Section 162(m) of the Code.


k)	“Plan” shall mean the Cintas Corporation Management Incentive Plan, as amended and restated from time to time.


l)	“Plan Year” shall mean a fiscal year or such shorter period as determined by the Committee in its sole discretion.


m)	“Qualified Performance-Based Award” shall mean any Award (or a portion of an Award) to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.


n)	“Subsidiary” means a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest.

SECTION 4. ADMINISTRATION: The Plan shall be administered by the Committee, which shall have full power and authority to construe, interpret and administer the Plan and shall have the exclusive right to establish and administer Qualified Performance-Based Awards. In the case of Awards that are not Qualified Performance-Based Awards, the Committee may delegate to an appropriate officer, officers or person part or all of its authority to establish and administer such Awards, subject to such rules and conditions as may be established by such officer, officers or person.

SECTION 5. ELIGIBILITY: The Committee (or its designee pursuant to Section 4) shall designate which Eligible Employees will be Participants in the Plan for a particular Plan Year and shall take into account such factors as it deems relevant in connection with accomplishing the purposes of the Plan.

SECTION 6. AWARDS:


a)	The Committee (or its designee pursuant to Section 4) may make Awards to Participants with respect to each Plan Year, subject to the terms and conditions set forth in the Plan. Awards may be either Qualified Performance-Based Awards or Awards which are not Qualified Performance-Based Awards.


b)	With respect to Qualified Performance-Based Awards, the Committee shall determine for each such Plan Year the following (within 90 days after the commencement of each Plan Year, or such other date as required by Section 162(m) of the Code and the regulations promulgated thereunder).


i.	The Award applicable to each Participant for the Plan Year based on one or more Performance Objectives; and


ii.	The payout detailing the total amount which may be available for payout to each Participant based upon the relative level of attainment of the Performance Objective or Performance Objectives.


c)	With respect to Qualified Performance-Based Awards, upon completion of a Plan Year, the Committee shall:


i.	Certify, in writing, prior to payment of any Award, whether and to what extent the Performance Objective or Performance Objectives for the Plan Year were satisfied, and the amount available for each Participant’s Award pursuant to the payout schedule established in Section 6(b)(ii);


ii.	Authorize payment subject to Section 7 of such amounts determined under Section 6(c)(i).


d)	With respect to Qualified Performance-Based Awards, the Committee may not modify any terms of Awards established pursuant to this section, except to the extent that after such modification, the Award would continue to constitute qualified “performance-based compensation” for purposes of Section 162(m) of the Code.


e)	The Committee retains the discretion to reduce the amount of any Award that would be otherwise payable to a Participant (including a reduction in such amount to zero).


f)	Notwithstanding any other provision of this Plan, in no event shall the Award earned by any Participant for a Plan Year exceed the Maximum Amount.

SECTION 7. PAYMENT OF AWARDS: Awards under this Plan shall be made in a lump sum payment in cash on or before August 15 of the year following the end of the Plan Year to which the payment applies. Payment may be made to a deferred plan established by the Company for such purposes. The Company shall deduct from any payment such amounts as may be required to be withheld under any federal, state, or local tax laws.

SECTION 8. RECOUPMENT OF AWARDS: Awards under the Plan shall be subject to any clawback policy as in effect from time to time.

SECTION 9. NO CONTRACT: This Plan is not and shall not be construed as an employment contract or as a promise or contract to pay Awards to Participants or their beneficiaries.

SECTION 10. NONASSIGNABILITY: No participant or beneficiary may sell, assign, transfer, discount or pledge as collateral for a loan, or otherwise anticipate any right to payment under this Plan.

SECTION 11. TERMINATION AND AMENDMENT: Subject to Section 6(d) of the Plan and the approval of the Board, where required, the Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided, however, that no amendment which requires shareholder approval in order for the Plan to continue to comply with Section 162(m) of the Code shall be effective unless such amendment is approved by the shareholders of the Company. Notwithstanding the foregoing but subject to Section 13 of this Plan, no termination or amendment of the Plan may, without the consent of the Participant to whom an Award has been determined for a completed Plan Year but not yet paid, adversely affect the rights of such Participant in such Award.

SECTION 12. INTERPRETATION: It is the intent of the Company that Qualified Performance-Based Awards made to Participants shall constitute “qualified performance-based compensation” satisfying the requirements of Section 162(m) of the Code. Accordingly, with respect to Qualified Performance-Based Awards, the provisions of the Plan shall be interpreted in a manner consistent with Section 162(m) of the Code. With respect to a Qualified Performance-Based Award, if any other provision of the Plan or Award is intended to but does not comply or is inconsistent with the

requirements of Section 162(m) of the Code, such provision shall be construed or deemed amended to the extent necessary to conform to and comply with such requirements.

SECTION 13. APPLICATION OF SECTION 409A OF THE CODE: To the extent applicable, it is intended that this Plan and its administration comply with the provisions of section 409A of the Code. To the extent that Section 409A applies to Awards, payments are intended to qualify as short-term deferrals under the regulations adopted under Section 409A. Accordingly, the Plan will be interpreted, applied and, to the minimum extent necessary to comply with Section 409A of the Code, amended, so that the Plan does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code and the intended benefits of the Plan are preserved. Reference to Section 409A of the code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

SECTION 14. UNFUNDED STATUS: Awards shall be made from the general funds of the Company, and no special or separate fund shall be established or other segregation of assets made to assure payment. No participant or other person shall have under any circumstances any interest in any particular property or assets of the Company.

SECTION 15. SEVERABILITY: If any provision of the Plan or any Award is, becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the purpose of intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or such Award shall remain in full force and effect.

SECTION 16. INDEMNIFICATION: In addition to such other rights of indemnification as members of the Board or the Committee or officers or employees of the Company or a Subsidiary to whom authority to act for the Board or Committee is delegated may have, such individuals shall be indemnified by the Company to the maximum extent permitted by law and the Company’s code of regulations, in connection with the defense of any action, suit, or proceeding, or in connection with any appeal thereof, to which any such individual may be a party by reason of any action taken or failure to act under or in connection with the Plan or any right granted hereunder.

SECTION 17. HEADINGS: Headings are given to the Sections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provisions thereof.

SECTION 18. APPLICABLE LAW: This plan shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its principles of conflict of laws.

SECTION 19. EFFECTIVE DATE: This Plan will become effective June 1, 2013, provided its prior approval and adoption by the Board and prior approval of the Plan by the shareholders of the Company.