Exhibit 10.1

ADVANCED DRAINAGE SYSTEMS, INC.

First Amendment to Amended and Restated Executive Employment Agreement

February 8, 2017

This First Amendment to Amended and Restated Executive Employment Agreement (this “ Amendment ”) is entered into effective as of the date set forth above (the “Effective Date”) by and between ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “ Company ”), and JOSEPH A. CHLAPATY (the “ Executive ”).

Background

A. Effective as of June 20, 2014, the Company and the Executive entered into that certain Amended and Restated Executive Employment Agreement (the “ Agreement ”); and

B. The Company and the Executive desire to amend the Agreement to eliminate the Executive’s right to use the Company’s aircraft for charitable uses and purposes and, in exchange therefor, the Company will increase the Executive’s base salary by an agreed-upon amount.

Statement of Agreement

In consideration of the promises and mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as set forth below.

Section  1. Definitions . Capitalized terms used herein without definition have the meanings ascribed to such terms in the Agreement. The term “Agreement”, as used in the Agreement, shall, unless otherwise specified or unless the context otherwise requires, mean the Agreement and this Amendment, together, it being the intent of the Company and the Executive that each of the foregoing be applied and construed as a single instrument.

Section  2. Amendment . Section 5(d) of the Agreement is hereby amended by deleting “and/or charitable uses and purposes”.

Section  3. Ratification and Reaffirmation of the Agreement . The Company and the Executive hereby ratify and reaffirm all of the terms and conditions of the Agreement, which, as amended and supplemented by this Amendment, shall remain in full force and effect.

IN WITNESS WHEREOF, the Company and the Executive have executed multiple counterparts of this Amendment effective as of the Effective Date.

ADVANCED DRAINAGE SYSTEMS, INC.

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Exhibit 10.2

ADVANCED DRAINAGE SYSTEMS, INC.

First Amendment to the

2008 Restricted Stock Plan

This First Amendment (this “ First Amendment ”) to the 2008 Restricted Stock Plan (as amended from time to time, the “ Plan ”) is made and entered into effective as of February 8, 2017 by Advanced Drainage Systems, Inc., a Delaware corporation (the “ Company ”).

WHEREAS , the Plan references a Stockholders Agreement that has been terminated; and

WHEREAS , Section 18 of the Plan provides that the Company, by action of its Board of Directors, reserves the right to amend, modify or terminate at any time the Plan;

NOW , THEREFORE , effective as of the date hereof, the Plan is hereby amended as follows:

1. Section 2(l) of the Plan is hereby deleted in its entirety and replaced with the following: “[Intentionally Omitted].”

2. Section 11 of the Plan is hereby deleted in its entirety and replaced with the following: “[Intentionally Omitted].”

Except as set forth in this First Amendment, all of the terms and conditions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF , the undersigned has executed this First Amendment effective as of the date hereof.

Exhibit 10.3

ADVANCED DRAINAGE SYSTEMS, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (this “ Agreement ”) is entered into as of             , by and between Advanced Drainage Systems, Inc., a Delaware corporation (the “ Company ”), and             , an individual (the “ Grantee ”).

W I T N E S S E T H

WHEREAS, pursuant to the provisions of the Company’s 2008 Restricted Stock Plan (as amended, the “ Plan ”), the Company desires to award to the Grantee restricted shares of Common Stock, $.01 par value, of the Company (“ Common Stock ”), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth;

WHEREAS, Grantee wishes to accept said offer; and

WHEREAS, the parties hereto understand and agree that any terms used and not defined herein shall have the same meanings as in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1. Terms of Award . The Company hereby awards to the Grantee              shares of Common Stock (the “ Shares ”) in accordance with the terms of this Agreement.

§2. Provisions of Plan Controlling . The Grantee specifically understands and agrees that the Shares issued under the Plan are being awarded to the Grantee pursuant to the Plan, copies of which Plan the Grantee acknowledges he or she has read, understands and by which he or she agrees to be bound. The provisions of the Plan are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall control.

§3. Vesting of Restricted Stock .

(a) General . Subject to the terms and conditions of the Plan and this Agreement, and except as provided in §§3(b), 3(c), 3(d) and 3(e) of this Agreement, one-third (1/3) of the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture on each of the first, second and third year anniversaries of the date hereof provided that the Grantee has been continuously employed by the Company, or any subsidiary thereof, from the date hereof through the then-applicable anniversary date.

(b) Death of Grantee . If the Grantee shall die while in the employ of the Company or any of its subsidiaries, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture.

(c) Disability of Grantee . If the Grantee shall become permanently and totally disabled within the meaning of §22(e)(3) of the Code while in the employ of the Company or any of its subsidiaries, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture.

(d) Other Termination of Employment .

(i) Unless expressly provided otherwise in a written agreement between the Grantee and the Company (or any subsidiary thereof), the Grantee’s employment with the Company or any subsidiary thereof is and at all times has been at will. Nothing in this Agreement is intended to, and no action taken pursuant to this Agreement will, change the at-will nature of the employment relationship .

(ii) If the Grantee’s employment with the Company or any subsidiary thereof is terminated by the Company for Cause (as defined below), the unvested portion of the Shares awarded hereunder shall be forfeited to the Company for no consideration. As used herein, the term “ Cause ” shall mean any illegal or disreputable or malfeasant conduct which in any significant respect impairs the reputation, goodwill or business position of the Company or involves the funds or other assets of the Company or any of its affiliates.

(iii) If the Grantee’s employment with the Company or any subsidiary thereof is terminated for any reason other than for Cause, death or permanent and total disability within the meaning of §22(e)(3) of the Code, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture.

(e) Other Events . If the Grantee remains continuously in the employment of the Company, or any subsidiary thereof, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture, effective immediately at the time of a Change in Control (as defined in the Plan).

§4. Dividend and Voting Rights. Grantee shall have the right to vote any Shares awarded hereunder and to receive any dividends declared with respect to such Shares, provided that such voting and dividend rights shall lapse with respect to any Shares that are forfeited to the Company pursuant to §3 of this Agreement.

§5. Additional Shares .

(a) If the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute securities of the Company to the holders of its Common Stock, the number of shares of stock or other securities of the Company issued with respect to the Shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to this Agreement. If the Company shall distribute to its stockholders shares of stock of another corporation, the shares of stock of such other corporation distributed with respect to the Shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to this Agreement.

(b) If the outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares or combined into a smaller number of shares, or in the event of a

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reclassification of the outstanding shares of Common Stock of the Company, or if the Company shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Shares then subject to the restrictions contained in this Agreement such amount and kind of securities as are issued in such subdivision, combination, reclassification, merger, consolidation or capital reorganization in respect of the Shares subject to this Agreement.

§6. Legends . All certificates representing the Shares to be issued to the Grantee pursuant to this Agreement shall have endorsed thereon legends substantially as follows:

“The shares represented by this certificate are subject to restrictions set forth in a Restricted Stock Agreement dated              with the Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made available upon request.”

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”

§7. No Obligation to Employ . The Company is not obligated, by the Plan or this Agreement, to continue the Grantee as an employee of the Company or any subsidiary thereof.

§8. Investment Intent . The Grantee represents and warrants to the Company that the Shares are being acquired for the Grantee’s own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares.

§9. Notices . Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows:

If to the Company:

Advanced Drainage Systems, Inc.

4640 Trueman Boulevard

Hilliard, Ohio 43026

Attention: Corporate Secretary

If to the Grantee, at the address on file with the Company

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one (1) business day following delivery to a recognized courier service or three (3) business days following mailing by registered or certified mail.

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§10. Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio.

§11. Withholding . The Grantee agrees that the Grantee shall make such arrangements as are satisfactory to the Company for withholding of federal, state, and local income and employment taxes associated with this award. The Company agrees that, at the Grantee’s request, the Company shall permit the Grantee to satisfy such withholding requirements through the Company’s withholding from the Grantee of that number of Shares otherwise deliverable pursuant to this award equal in value to the aggregate amount of withholding that the Grantee wishes to satisfy through the Company’s retention of Shares subject to the following:

After the Company’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March 2016, the Company may permit or require such individual to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by such individual or to repurchase Shares that were issued to such individual up to the lesser of the maximum statutory tax rate in the employees’ applicable jurisdiction, or a lesser amount if required by applicable laws and regulations pursuant to such rules as the Board may establish from time to time.

Prior to the Company’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March 2016, the Company may permit or require such individual to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by such individual or to repurchase Shares that were issued to such individual to satisfy the minimum statutory withholding rates, for any applicable tax withholding purposes, in accordance with all applicable laws and regulations pursuant to such rules as the Board may establish from time to time.

The Company shall also have the right to deduct from all cash payments made to the Grantee (whether or not such payment is made in connection with this award) any applicable taxes (at minimum statutory withholding rates) required to be withheld with respect to such payments.

§12. Benefit of Agreement . Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

§13. Entire Agreement . This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

§14. Modifications and Amendments . The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

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§15. Waivers and Consents . The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer, and the Grantee has hereunto set his or her hand, all as of the day and year first above written.

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Exhibit 10.4

ADVANCED DRAINAGE SYSTEMS, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (this “ Agreement ”) is entered into as of             , by and between Advanced Drainage Systems, Inc., a Delaware corporation (the “ Company ”), and             , an individual (the “ Grantee ”).

W I T N E S S E T H

WHEREAS, pursuant to the provisions of the Company’s 2008 Restricted Stock Plan (as amended, the “ Plan ”), the Company desires to award to the Grantee restricted shares of Common Stock, $.01 par value, of the Company (“ Common Stock ”), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth;

WHEREAS, Grantee wishes to accept said offer; and

WHEREAS, the parties hereto understand and agree that any terms used and not defined herein shall have the same meanings as in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1. Terms of Award . The Company hereby awards to the Grantee             shares of Common Stock (the “ Shares ”) in accordance with the terms of this Agreement.

§2. Provisions of Plan Controlling . The Grantee specifically understands and agrees that the Shares issued under the Plan are being awarded to the Grantee pursuant to the Plan, copies of which Plan the Grantee acknowledges he or she has read, understands and by which he or she agrees to be bound. The provisions of the Plan are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall control.

§3. Vesting of Restricted Stock .

(a) General . Subject to the terms and conditions of the Plan and this Agreement, and except as provided in §§3(b), 3(c), 3(d) and 3(e) of this Agreement, one-third (1/3) of the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture on each of the first, second and third year anniversaries of the date hereof provided that the Grantee has been continuously employed by the Company, or any subsidiary thereof, from the date hereof through the then-applicable anniversary date.

(b) Death of Grantee . If the Grantee shall die while in the employ of the Company or any of its subsidiaries, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture.

(c) Disability of Grantee . If the Grantee shall become permanently and totally disabled within the meaning of §22(e)(3) of the Code while in the employ of the Company or any of its subsidiaries, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture.

(d) Other Termination of Employment .

(i) Unless expressly provided otherwise in a written agreement between the Grantee and the Company (or any subsidiary thereof), the Grantee’s employment with the Company or any subsidiary thereof is and at all times has been at will. Nothing in this Agreement is intended to, and no action taken pursuant to this Agreement will, change the at-will nature of the employment relationship .

(ii) If the Grantee’s employment with the Company or any subsidiary thereof is terminated by the Company for Cause (as defined below), the unvested portion of the Shares awarded hereunder shall be forfeited to the Company for no consideration. As used herein, the term “ Cause ” shall mean any illegal or disreputable or malfeasant conduct which in any significant respect impairs the reputation, goodwill or business position of the Company or involves the funds or other assets of the Company or any of its affiliates.

(iii) If the Grantee’s employment with the Company or any subsidiary thereof is terminated by the Company for any reason other than for Cause, death or permanent and total disability within the meaning of §22(e)(3) of the Code, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture.

(iv) If the Grantee’s employment with the Company or any subsidiary thereof is terminated by the Grantee for any reason other than death or permanent and total disability within the meaning of §22(e)(3) of the Code, the unvested portion of the Shares awarded hereunder shall be forfeited to the Company for no consideration.

(e) Other Events . If the Grantee remains continuously in the employment of the Company, or any subsidiary thereof, the provisions of §3(a) shall have no force and effect, and the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture, effective immediately at the time of a Change in Control (as defined in the Plan).

§4. Dividend and Voting Rights. Grantee shall have the right to vote any Shares awarded hereunder and to receive any dividends declared with respect to such Shares, provided that such voting and dividend rights shall lapse with respect to any Shares that are forfeited to the Company pursuant to §3 of this Agreement.

§5. Additional Shares .

(a) If the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute securities of the Company to the holders of its Common Stock, the number of shares of stock or other securities of the Company issued with respect to the Shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to this Agreement. If the Company shall distribute to its

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stockholders shares of stock of another corporation, the shares of stock of such other corporation distributed with respect to the Shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to this Agreement.

(b) If the outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares or combined into a smaller number of shares, or in the event of a reclassification of the outstanding shares of Common Stock of the Company, or if the Company shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Shares then subject to the restrictions contained in this Agreement such amount and kind of securities as are issued in such subdivision, combination, reclassification, merger, consolidation or capital reorganization in respect of the Shares subject to this Agreement.

§6. Legends . All certificates representing the Shares to be issued to the Grantee pursuant to this Agreement shall have endorsed thereon legends substantially as follows:

“The shares represented by this certificate are subject to restrictions set forth in a Restricted Stock Agreement dated             with the Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made available upon request.”

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”

§7. No Obligation to Employ . The Company is not obligated, by the Plan or this Agreement, to continue the Grantee as an employee of the Company or any subsidiary thereof.

§8. Investment Intent . The Grantee represents and warrants to the Company that the Shares are being acquired for the Grantee’s own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares.

§9. Notices . Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows:

If to the Company:

Advanced Drainage Systems, Inc.

4640 Trueman Boulevard

Hilliard, Ohio 43026

Attention: Corporate Secretary

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If to the Grantee, at the address on file with the Company

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one (1) business day following delivery to a recognized courier service or three (3) business days following mailing by registered or certified mail.

§10. Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio.

§11. Withholding . The Grantee agrees that the Grantee shall make such arrangements as are satisfactory to the Company for withholding of federal, state, and local income and employment taxes associated with this award. The Company agrees that, at the Grantee’s request, the Company shall permit the Grantee to satisfy such withholding requirements through the Company’s withholding from the Grantee of that number of Shares otherwise deliverable pursuant to this award equal in value to the aggregate amount of withholding that the Grantee wishes to satisfy through the Company’s retention of Shares subject to the following:

After the Company’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March 2016, the Company may permit or require such individual to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by such individual or to repurchase Shares that were issued to such individual up to the lesser of the maximum statutory tax rate in the employees’ applicable jurisdiction, or a lesser amount if required by applicable laws and regulations pursuant to such rules as the Board may establish from time to time.

Prior to the Company’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March 2016, the Company may permit or require such individual to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by such individual or to repurchase Shares that were issued to such individual to satisfy the minimum statutory withholding rates, for any applicable tax withholding purposes, in accordance with all applicable laws and regulations pursuant to such rules as the Board may establish from time to time.

The Company shall also have the right to deduct from all cash payments made to the Grantee (whether or not such payment is made in connection with this award) any applicable taxes (at minimum statutory withholding rates) required to be withheld with respect to such payments.

§12. Benefit of Agreement . Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

§13. Entire Agreement . This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

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§14. Modifications and Amendments . The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

§15. Waivers and Consents . The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer, and the Grantee has hereunto set his or her hand, all as of the day and year first above written.

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Exhibit 10.5

ADVANCED DRAINAGE SYSTEMS, INC.

Non-Qualified Stock Option Agreement

This Non-Qualified Stock Option Agreement is entered into as of             , between Advanced Drainage Systems, Inc., a Delaware corporation (the “ Company ”), and             , an individual (the “ Optionee ”).

§1. Grant of Option . Pursuant to the Advanced Drainage Systems, Inc. 2013 Stock Option Plan (the “ Plan ”) and authorization by the Board of Directors of the Company (the “ Board ”), the Company hereby grants to the Optionee an option (the “ Option ”) to purchase a total of              shares (the “ Option Shares ”) of the $.01 par value Common Stock of the Company (“ Stock ”), at the price and on the other terms and conditions hereinafter set forth.

§2. Option Price . The Option shall be exercisable at a price of $         per share.

§3. Exercise Period . Subject to the terms and conditions hereinafter set forth and except as provided in §§10, 11, 12(a) and 13 of this agreement, the Option shall be exercisable as follows:

(a) The Optionee shall be entitled to purchase up to one-third of the Option Shares if the Optionee remains continuously in the employ of the Company, or any subsidiary thereof, for one year from the date hereof.

(b) The Optionee shall be entitled to purchase up to two-thirds of the Option Shares if the Optionee remains continuously in the employ of the Company, or any subsidiary thereof, for two years from the date hereof.

(c) The Optionee shall be entitled to purchase all of the Option Shares if the Optionee remains continuously in the employ of the Company, or any subsidiary thereof, for three years from the date hereof.

The Optionee’s right to purchase the Option Shares shall continue through, and may not be exercised after,              (the “ Expiration Date ”).

§4. Exercise of Option . The Option shall be exercised by delivery to the Company of a written statement in form and substance satisfactory to the Board (the “ Exercise Form ”).

§5. Execution of Executive Responsibility Agreement . The grant of the Option pursuant to §1 of this agreement shall be contingent upon the execution by the Optionee of an Executive Responsibility Agreement with the Company in form and substance satisfactory to the President of the Company, if such an Executive Responsibility Agreement has not already been executed.

§6. [Intentionally Omitted] .

§7. Payment of Option Price . At the time of exercise of the Option, the Optionee shall pay the entire option price for the Option Shares being purchased (a) in cash or by check, (b) in

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Stock or (c) in any combination of cash, check and Stock. The Board, in its sole discretion, shall establish the value of any Stock that is used in payment of the option price. Upon receipt of the entire option price for the Stock being purchased and compliance by the Optionee with any other applicable requirements hereunder, the Company shall forthwith cause certificates for such Stock to be delivered to the Optionee.

§8. Compliance with Securities Laws . In all cases, the exercise of the Option (in whole or in part) and the issuance of Stock pursuant thereto shall be contingent upon the prior registration or exemption therefrom of such Stock under the Securities Act of 1933 and such state laws as may be applicable, or a determination by counsel for the Company that the issuance of such Stock will be a transaction exempt from such registration.

§9. Non-transferability and Termination of Option Privileges . Except as otherwise provided in §10, the Option shall not be transferable or assignable and, during the Optionee’s lifetime, shall be exercisable solely by the Optionee. Further, except as otherwise provided in §§10, 11 and 12, the Option shall cease and terminate upon termination of the Optionee’s employment with the Company and its subsidiaries for any reason.

§10. Death of Optionee . If the Optionee shall die while in the employ of the Company or any of its subsidiaries, the provisions of §§3(a), 3(b) and 3(c) shall have no force and effect and the Option may be exercised with respect to all of the Option Shares during the one-year period commencing on the date of the Optionee’s death by the Optionee’s personal representative or by any person who acquires the Option by bequest or inheritance as a result of the Optionee’s death; provided, however, that no exercise may take place after the Expiration Date.

§11. Disability of Optionee. If the Optionee shall become permanently and totally disabled within the meaning of §22(e)(3) of the Internal Revenue Code of 1986, as amended, while in the employ of the Company or any of its subsidiaries, the provisions of
§§3(a), 3(b) and 3(c) shall have no force and effect and the Option may be exercised by the Optionee with respect to all of the Option Shares during the one-year period commencing on the date of such permanent and total disability; provided, however, that no exercise may take place after the Expiration Date.

§12. Other Termination of Employment .

(a) Unless expressly provided otherwise in a written agreement between the Optionee and the Company (or any subsidiary thereof), the Optionee’s employment with the Company or any subsidiary thereof is and at all times has been at will. Nothing in this agreement is intended to and no action taken pursuant to this agreement will change the at-will nature of the employment relationship.

(b) If the Optionee’s employment with the Company or any subsidiary thereof is terminated by the Company for Cause, the Option shall be deemed to have terminated as of the day before the date on which the Company notifies the Optionee of the Optionee’s termination. The term “ Cause ” shall mean:

(i) the Optionee has committed a deliberate and premeditated act against the interests of the Company, including, without limitation, an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business; or

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(ii) the Optionee has been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; or

(iii) the Optionee has failed to perform or neglected the material duties incident to the Optionee’s employment with the Company on a regular basis, and such failure or neglect shall have continued for a period of twenty (20) days after written notice is given to the Optionee specifying such failure or neglect in reasonable detail; or

(iv) the Optionee has been chronically absent from work (excluding vacations, illnesses, disability or leaves of absence approved by the Board); or

(v) the Optionee has refused, after explicit written notice, to obey any lawful resolution of or direction by the Board which is consistent with the duties incident to the Optionee’s employment with the Company, and such refusal shall have continued for a period of twenty (20) days after written notice is given to the Optionee; or

(vi) the Optionee has materially breached any of the terms contained in any written employment agreement, executive responsibility agreement, non-competition agreement, confidentiality agreement or similar type of agreement to which the Optionee is a party; or

(vii) the Optionee has engaged in (A) the unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or (B) habitual drunkenness.

Any voluntary termination of employment by the Optionee in anticipation of an involuntary termination of the Optionee’s employment for Cause shall be deemed to be a termination for Cause. In the event that the Optionee is party to a written employment agreement with the Company or any of its subsidiaries and such employment agreement contains a definition of “Cause”, the definition of “Cause” set forth above shall be deemed replaced and superseded, with respect to the Optionee, by the definition of “Cause” used in such employment agreement.

(c) If the Optionee shall cease to be employed by the Company and its subsidiaries for any reason other than Cause, death or permanent and total disability within the meaning of §22(e)(3) of the Internal Revenue Code of 1986, as amended, the Option may be exercised by the Optionee, to the extent permitted by §§3(a), 3(b) and 3(c), during the three-month period commencing on the date on which the Optionee’s employment terminates; provided, however, that no exercise may take place after the Expiration Date.

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§13. Other Events . If the Optionee remains continuously in the employment of the Company, or any subsidiary thereof, the provisions of §§3(a), 3(b) and 3(c) shall have no force and effect and the Option may be exercised by the Optionee with respect to all of the Option Shares commencing at the time of a Change in Control (as defined in the Plan); provided, however, that no exercise may take place after the Expiration Date.

§14. Adjustment for Stock Dividend or Stock Split . In the event that a dividend is hereafter paid on outstanding shares of Stock in shares of Stock, or in the event that the number of outstanding shares of Stock is hereafter increased as a result of a stock split, and the Option is then unexercised (in whole or in part), the number of Option Shares shall thereupon be increased to include the number of shares of Stock which would have been distributed with respect to the shares of Stock subject to the unexercised portion of the Option if such shares of Stock had been outstanding at the time of the dividend or stock split, and the option price per share shall be adjusted to reflect such increased number of Option Shares.

§15. Adjustment for Reorganization or Merger . In the event that outstanding shares of Stock are hereafter changed into or exchanged for a different number or kind of shares of stock or securities of the Company or of another corporation or corporations, whether as a result of a reorganization, recapitalization, reclassification, merger, consolidation or otherwise, and the Option is then unexercised (in whole or in part), the Option and the option price shall thereupon be adjusted to apply to the number and kind of shares of stock or securities which would have been received for the shares of Stock subject to the unexercised portion of the Option if such shares of Stock had been outstanding at the time of such reorganization, recapitalization, reclassification, merger, consolidation or other event.

§16. Additional Adjustments . In the event that there is any change in the corporate structure or outstanding shares of Stock or any other transaction for which an adjustment is not provided by §§14 or 15 of this agreement, and the Option is then unexercised (in whole or in part), the Board may, in its sole discretion, require an adjustment in the number or kind of shares of stock or securities subject to the Option or the option price and such adjustment shall be binding and effective for all purposes hereof.

§17. Elimination of Fractional Shares . Any addition or adjustment provided for in §§14, 15 or 16 of this agreement may be limited to the extent necessary to prevent fractions of shares from becoming available under the Option.

§18. Optionee Bound by Plan . The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all applicable provisions thereof. If any of the terms and provisions of this agreement are inconsistent or in conflict with the terms and provisions of the Plan, the Plan shall supersede and prevail over such inconsistent provisions hereof.

§19. No Obligation . There is no obligation on the Optionee to exercise any option.

§20. Withholding . This Option is intended to be a non-statutory stock option. To the extent (if any) that this Option, when exercised, is treated as a non-statutory stock option and not

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as an incentive stock option within the meaning of §422 of the Internal Revenue Code, the Optionee agrees that the Optionee shall make such arrangements as are satisfactory to the Company for withholding of federal, state, and local income and employment taxes associated with such exercise. The Company agrees that, at the Optionee’s request, the Company shall permit the Optionee to satisfy such withholding requirements through the Company’s withholding from the Optionee of that number of shares of Stock otherwise deliverable upon the exercise of this Option equal in value to the aggregate amount of withholding that the Optionee wishes to satisfy through the Company’s retention of shares of Stock subject to the following:

After the Company’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March 2016, the Company may permit or require such individual to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold shares of Stock that would otherwise be received by such individual or to repurchase shares of Stock that were issued to such individual up to the lesser of the maximum statutory tax rate in the employees’ applicable jurisdiction, or a lesser amount if required by applicable laws and regulations pursuant to such rules as the Board may establish from time to time.

Prior to the Company’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March 2016, the Company may permit or require such individual to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold shares of Stock that would otherwise be received by such individual or to repurchase shares of Stock that were issued to such individual to satisfy the minimum statutory withholding rates, for any applicable tax withholding purposes, in accordance with all applicable laws and regulations pursuant to such rules as the Board may establish from time to time.

The Company shall also have the right to deduct from all cash payments made to the Optionee (whether or not such payment is made in connection with an Option) any applicable taxes (at minimum statutory withholding rates) required to be withheld with respect to such payments.

§21. Headings . The headings of the sections of this agreement are inserted for convenience only and shall not be deemed to be part hereof.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties have executed multiple counterparts of this agreement, each of which shall be deemed to be an original, as of the date first set forth above.

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