GENERAL ELECTRIC CO (Form: S-8, Received: 05/01/2018 17:43:40)

As filed with the Securities and Exchange Commission on May 1, 2018

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____ _____ _____ _____

General Electric Company
(Exact Name of Registrant as Specified in Its Charter)

_____ _____ _____ _____

New York
(State or Other Jurisdiction of Incorporation or Organization)

14-0689340
(I.R.S. Employer Identification No.)

41 Farnsworth Street
Boston, MA 02210
(Address of Principal Executive Offices)

_____ _____ _____ _____

General Electric International Employee Stock Purchase Plan
(Full Title of the Plan)

_____ _____ _____ _____

Christoph A. Pereira
Vice President, Chief Corporate, Securities and Finance Counsel
General Electric Company
41 Farnsworth Street
Boston, Massachusetts 02210
(Name and Address of Agent for Service)

(617) 443-3000
(Telephone Number, Including Area Code, of Agent for Service)

_____ _____ _____ _____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if smaller reporting company)	Smaller reporting company	☐
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
	Amount	Maximum	Maximum
Title of Securities	to be	Offering Price	Aggregate	Amount of
to be Registered	Registered (1)	Per Share (2)	Offering Price (2)	Registration Fee (3)
Common Stock, $0.06 par value per share	50,000,000	$ 14.28	$ 714,000,000.00	$ 88,893.00

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transactions.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h) and (c) under the Securities Act. The maximum offering price per share is based on the average of the high and low prices of the Common Stock of General Electric Company as reported on the New York Stock Exchange on April 26, 2018.

(3)	Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.0001245 and the proposed maximum aggregate offering price.

INTRODUCTION

This Registration Statement on Form S-8 is filed by General Electric Company, a New York corporation (the “Company,” “GE” or the “Registrant”), relating to 50,000,000 shares of the Company’s common stock, par value $0.06 per share (the “Common Stock”), to be offered and sold under the General Electric International Employee Stock Purchase Plan, as amended and restated (the “Plan”), which shares of Common Stock are in addition to the 38,000,000 shares of Common Stock registered on the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2012 and November 13, 2009, respectively (the “Prior Registration Statements”) (SEC file numbers 333-184792 and 333-163106, respectively).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit No.		Description

3.1		The Restated Certificate of Incorporation of GE ( Incorporated by reference to Exhibit 3.1 to GE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 ), as amended by the Certificate of Amendment, dated December 2, 2015 ( Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated December 3, 2015 ), as further amended by the Certificate of Amendment, dated January 19, 2016 ( Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated January 20, 2016 ) and as further amended by the Certificate of Change ( Incorporated by reference to Exhibit 3(1) to GE’s Current Report on Form 8-K, dated September 1, 2016 ) (in each case, under SEC file number 001-00035)

3.2		The By-Laws of GE, as amended and restated on June 9, 2017 ( Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K dated June 9, 2017) (SEC file number 001-00035)

5.1		Opinion of Gibson, Dunn & Crutcher LLP*

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GE’s Form 10-K for the fiscal year ended December 31, 2017*

23.2		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

24.1		Power of Attorney of GE*

99.1		GE International Employee Stock Purchase Plan, as amended and restated*

________________________

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, General Electric Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 1st day of May, 2018.

GENERAL ELECTRIC COMPANY

By:	/s/ Christoph A. Pereira
Name:	Christoph A. Pereira
Title:	Vice President, Chief Corporate, Securities and
	Finance Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
* John L. Flannery	Chairman of the Board and Chief Executive	May 1, 2018
	Officer (Principal Executive Officer)

* Jamie S. Miller	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	May 1, 2018

* Jan R. Hauser	Vice President, Controller and Chief Accounting	May 1, 2018
	Officer (Principal Accounting Officer)

* Sébastien M. Bazin	Director	May 1, 2018

* W. Geoffrey Beattie	Director	May 1, 2018

* John J. Brennan	Director	May 1, 2018

* H. Lawrence Culp, Jr.	Director	May 1, 2018

* Francisco D’Souza	Director	May 1, 2018

* Edward P. Garden	Director	May 1, 2018

* Thomas W. Horton	Director	May 1, 2018

* Risa Lavizzo-Mourey	Director	May 1, 2018

* James J. Mulva	Director	May 1, 2018

* Leslie F. Seidman	Director	May 1, 2018

* James S. Tisch	Director	May 1, 2018

A Majority of the Board of Directors.

* By:	/s/ Christoph A. Pereira
	Christoph A. Pereira
	Attorney-in-Fact

Exhibit 5.1

Gibson, Dunn & Crutcher LLP

200 Park Avenue
New York, NY 10166-0193
Tel 212.351.4000
www.gibsondunn.com

May 1, 2018

General Electric Company
41 Farnsworth Street
Boston, MA 02210

Re:	General Electric Company
	Registration Statement on Form S-8 Relating to the Employee Stock Purchase Plan

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of General Electric Company, a New York corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 50,000,000 shares of the Company’s common stock, par value $0.06 per share (the “Shares”), available for issuance under the General Electric International Employee Stock Purchase Plan, as amended and restated (the “Plan”).

We have examined the Plan and the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares to be issued by the Company, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and, subject to the provisions of Section 630 of the New York Business Corporation Law, non-assessable.

Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich
New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.

General Electric Company
May 1, 2018
Page 2

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York. This opinion is limited to the effect of the current state of the laws of the State of New York and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
General Electric Company:

We consent to the use of our report dated February 23, 2018 relating to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 2017 and 2016, and the related statements of earnings (loss), comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2017, and the effectiveness of internal control over financial reporting as of December 31, 2017, incorporated by reference in the Registration Statement on Form S-8 of General Electric Company, which report appears in the December 31, 2017 annual report on Form 10-K of General Electric Company.

/s/ KPMG LLP

Boston, Massachusetts
May 1, 2018

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of General Electric Company, a New York corporation (the “Company”), hereby constitutes and appoints John L. Flannery, Michael Holston, Jamie S. Miller, Jan Hauser and Christoph A. Pereira, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with or without the others, for him or her and in his or her name, place and stead in any and all capacities: (i) to sign this Registration Statement under the Securities Act of 1933, as amended, on Form S-8, any amendments thereto, and all post-effective amendments and supplements to this Registration Statement for the registration of the Company’s securities; and (ii) to file this Registration Statement and any and all amendments and supplements thereto, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, in each case, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 30th day of April, 2018.

/s/ John L. Flannery		/s/ Francisco D’Souza
John L. Flannery		Francisco D’Souza
Chairman of the Board and Chief Executive Officer		Director
(Principal Executive Officer and Director)

/s/ Jamie S. Miller		/s/ Edward P. Garden
Jamie S. Miller		Edward P. Garden
Senior Vice President and Chief Financial Officer		Director
(Principal Financial Officer)

/s/ Jan Hauser		/s/ Thomas W. Horton
Jan Hauser		Thomas W. Horton
Vice President, Controller and Chief Accounting Officer		Director
(Principal Accounting Officer)

/s/ Sébastien M. Bazin		/s/ Risa Lavizzo-Mourey
Sébastien M. Bazin		Risa Lavizzo-Mourey
Director		Director

/s/ W. Geoffrey Beattie		/s/ James J. Mulva
W. Geoffrey Beattie		James J. Mulva
Director		Director

/s/ John J. Brennan		/s/ Leslie F. Seidman
John J. Brennan		Leslie F. Seidman
Director		Director

/s/ H. Lawrence Culp, Jr.		/s/ James S. Tisch
H. Lawrence Culp, Jr.		James S. Tisch
Director		Director

Exhibit 99.1

General Electric International Employee Stock Purchase Plan
(As Amended and Restated on April 25, 2018)

SECTION 1. PURPOSE

The purpose of this General Electric International Employee Stock Purchase Plan (the “Plan”) is to provide Eligible Employees of General Electric Company (the “Company”) and other Participating Companies with an opportunity to acquire a proprietary interest in the Company by the purchase of Common Stock, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its shareowners, and to enhance the ability of the Participating Companies to attract and retain qualified individuals. In addition, this Plan authorizes the grant of Purchase Rights and issuance of Common Stock pursuant to sub-plans adopted by the Committee.

SECTION 2. DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth below:

(a)	“Account” means a memorandum account maintained on behalf of a Participant for the purpose of recording, as a bookkeeping entry, the Participant’s contributions for a calendar month pending investment in Stock.
(b)	“Affiliate” means any entity in which the Company has more than 50% direct or indirect ownership.
(c)	“Board” means the Board of Directors of the Company.
(d)	“Committee” means a committee appointed by the Board or any officers or employees designated by the Board to administer the Plan, acting in accordance with the provisions of Section 3 of the Plan.
(e)	“Common Stock” means the common stock of the Company, par value $0.06 per share. “Shares” or “Stock” shall have the same meaning.
(f)	“Compensation” means base salary or wages and shift pay paid by a Participating Company and excludes commissions, overtime, severance pay, bonuses and all other forms of remuneration, unless approved by the Committee.
(g)	“Eligible Employee” means an individual who is: (1) classified by a Participating Company on its payroll records as an employee and (2) regularly employed by the Participating Company in a country other than the United States that has been designated for participation in the Plan by the Committee. The Committee may impose restrictions on eligibility and participation of individuals who are officers and directors to facilitate compliance with U.S. federal or U.S. state securities laws, foreign laws, stock exchange requirements or U.S. accounting rules. For purposes of the Plan, the employment relationship shall be treated as continuing intact while an individual is on sick leave or other leave of absence approved by the Participating Company, provided the leave does not exceed 90 days, or, if longer, the period during which the individual’s right to reemployment is guaranteed either by statute or contract.
(h)	“Offering Period” means the calendar quarter, except that the Committee may designate another period in any case it deems appropriate.

(i)	“Participant” means an Eligible Employee who is participating in the Plan.
(j)	“Participating Company” means the Company and any Affiliate with individuals regularly employed outside the United States in a country that has been designated for participation in the Plan by the Committee.
(k)	“Person” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.
(l)	“Purchase Price” means the closing price of the Stock on the last New York Stock Exchange (“NYSE”) trading day of the calendar month.
(m)	“Purchase Right” means a Participant’s right to purchase Stock during a calendar month.

SECTION 3. ADMINISTRATION

The Plan shall be administered by a Committee appointed by the Board consisting of at least two members who may be removed by the Board at any time. The Committee will have the authority and responsibility for the overall administration of the Plan, including the authority and responsibility specifically provided in this Plan and any additional duties, responsibilities and authority delegated to the Committee by the Board. The Committee, in its sole discretion, shall have full power and authority to: (1) promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, (2) interpret the provisions, adjudicate claims, resolve ambiguities and supervise the administration of the Plan, (3) make factual determinations relevant to Plan administration, (4) adopt sub-plans applicable to specified Participating Companies or locations, and (5) take all action in connection with administration of the Plan as it deems necessary or advisable consistent with the delegation from the Board. The Committee may delegate to one or more Persons any of its duties, responsibilities or authority contained in any provisions of this Plan or delegated to it by the Board. Decisions of the Board, the Committee and its delegates shall be final and binding upon all Participants. No Board or Committee member or their delegate shall be liable for any action or determination made in good faith with respect to the Plan, any sub-plan, or any Purchase Right granted hereunder.

SECTION 4. SHARES AVAILABLE FOR THE PLAN

(a)

SHARES AVAILABLE. Subject to adjustment as provided below, the total number of Shares reserved and available for issuance or which may be otherwise acquired upon exercise of Purchase Rights under this Plan (including any sub-plans) will be 100 million. If the number of Shares with respect to which Purchase Rights are to be exercised exceeds the number of Shares then available under the Plan, a pro rata allocation of the Shares remaining available for purchase shall be made in as uniform a manner as practicable. Any Shares delivered under the Plan may consist in whole or in part of authorized and unissued Shares or treasury Shares or Shares purchased on the open market.

(b)

ADJUSTMENTS. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash,

Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (1) the number and type of Shares which thereafter may be made the subject of Purchase Rights, (2) the number and type of Shares subject to outstanding Purchase Rights, and (3) the price with respect to any Purchase Right.

(c)

CORPORATE TRANSACTIONS. In the event of the proposed liquidation or dissolution of the Company, the Offering Period then in progress will terminate immediately prior to the consummation of such proposed liquidation or dissolution, unless otherwise provided by the Committee in its sole discretion, and all outstanding Purchase Rights shall automatically terminate and any unapplied payroll deductions will be refunded without matching contributions or interest.

In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another Person, then in the sole discretion of the Committee, (1) each Purchase Right shall be assumed or an equivalent purchase right shall be substituted by the successor, (2) a date established by the Committee on or before the date of consummation of such merger, consolidation or sale shall be treated as a purchase date, and all outstanding Purchase Rights shall be deemed exercisable on such date or (3) all outstanding Purchase Rights shall terminate and any unapplied payroll deductions will be refunded without matching contributions or interest.

SECTION 5. ELIGIBILITY

(a)

COUNTRIES. The Committee, in its sole discretion, shall designate the countries that will participate in the Plan.

(b)

EMPLOYEES. The Plan is only available to Eligible Employees. Notwithstanding any provision of the Plan to the contrary, any individual who is not classified by the Participating Company on its payroll records as an employee (including, but not limited to, an individual classified by the Participating Company as an independent contractor or a non-employee consultant, an individual who is performing services for a Participating Company through a leasing or employment agency, or an employee of an entity other than a Participating Company) shall not be eligible to participate in the Plan, even if such classification is determined to be erroneous, or is retroactively revised by a governmental agency, by court order or as a result of litigation, or otherwise. In addition, to the extent required by applicable law, employees who are represented by a Works Council or Union representative, shall only be eligible to participate to the extent authorized or permitted by such representative.

SECTION 6. ENROLLMENT AND CONTRIBUTIONS

(a)	OFFERING PERIODS. Except as otherwise set forth below, the Plan shall be implemented through consecutive Offering Periods.
(b)	ENROLLMENT. In order to participate, an Eligible Employee must enroll in the Plan in accordance with established administrative procedures. An individual who becomes an Eligible Employee during an Offering Period may not participate during that Offering Period (but may participate in subsequent Offering Periods to the extent the applicable requirements are satisfied for those periods).
(c)	ELECTION CHANGES. Participant elections for one Offering Period will carry over to subsequent Offering Periods, unless changed (or unless contributions stop under (d)). A Participant may decrease

	the amount of contributions, and may stop contributing altogether, during an Offering Period. A Participant may not increase contributions during an Offering Period (which also means that a Participant who stops contributing during an Offering Period may not contribute for the rest of that period). Election changes must be made in accordance with established administrative procedures, and will not result in refunds of any previous contributions.
(d)	STATUS CHANGES. Contributions (and matches) stop when (1) a Participant terminates employment with the Participating Company for any reason, including but not limited to retirement, disability, death, transfer to an Affiliate that is not a Participating Company or (2) the Participant otherwise stops being an Eligible Employee. If contributions stop under this provision, any unapplied payroll deductions will be used to purchase Shares, and contributions will not resume until the individual again becomes an Eligible Employee and enrolls in the Plan.
(e)	PARTICIPANT CONTRIBUTIONS. The amount of contributions with respect to the Plan for any Participant during any pay period shall not exceed ten percent (10%) of the Participant’s Compensation for such pay period. Amounts shall be contributed in whole percentages only.
(f)	MATCHING CONTRIBUTIONS. A match (in Shares) shall be provided equal to fifteen percent (15%) of the number of Shares purchased with the Participant’s contributions.

SECTION 7. PURCHASES OF STOCK

(a)	PURCHASE RIGHTS. Enrollment in the Plan for any Offering Period by a Participant will constitute the grant of a Purchase Right to such Participant for each calendar month within the Offering Period (but only to the extent the Participant remains an Eligible Employee during each such month).
(b)	PAYMENT OF PURCHASE PRICE. Shares that are acquired pursuant to the exercise of a Purchase Right shall be paid for by payroll deductions from the Participant’s Compensation. All payroll deductions made with respect to a Participant shall be credited to the Participant’s Account under the Plan, but no amounts shall actually be segregated from the general assets of the Participating Companies and Accounts shall not earn interest.
(c)	EXERCISE OF PURCHASE RIGHT. As of the last NYSE trading day of the calendar month: (1) amounts credited to each Participant’s Account for such month will be applied to purchase the number of whole and/or fractional Shares arrived at by dividing the total amount of the Participant’s Account for that month by the Purchase Price; and (2) a matching contribution (in Shares) equal to 15% of the Shares so purchased will be credited to the Participant. Delivery of Shares (both those purchased with Participant contributions and those credited as matching contributions) will occur in accordance with established administrative procedures, and a transfer agent may be utilized or a brokerage or nominee account may be established for this purpose. The terms of such transfer agency or brokerage or nominee account shall be at the sole discretion of the Company, and participation in the Plan is expressly conditioned on the acceptance of such terms.

SECTION 8. WITHHOLDING

The Plan shall be administered in accordance with all applicable income tax, social insurance, payroll tax, payment on account or other withholding obligations with respect to a Participant’s participation in the Plan.

SECTION 9. EXPENSES

The Participating Companies will pay the costs of implementing and operating the Plan.

SECTION 10. RIGHTS AS A STOCKHOLDER

No Purchase Right will confer on any Participant the rights of a shareholder of the Company until the date as of which Shares are purchased.

SECTION 11. NONTRANSFERABILITY

A Purchase Right may not be transferred. The Company, in its sole discretion, may impose such restrictions on the Shares purchased upon the exercise of a Purchase Right as it deems appropriate.

SECTION 12. EFFECTIVE DATE

The Plan as restated herein shall be effective April 25, 2018 and shall supersede any prior versions of the Plan.

SECTION 13. PLAN TERM

The Plan will continue until it is terminated or, if earlier, all Shares reserved for issuance under Section 4(a) have been issued.

SECTION 14. RESTRICTION ON ISSUANCE OF SHARES

The issuance of Shares under the Plan shall be subject to compliance with all applicable requirements of foreign, U.S. federal or U.S. state law with respect to such securities. A Purchase Right may not be exercised if the issuance of Shares upon such exercise would constitute a violation of any applicable foreign, U.S. federal or U.S. state securities laws or other law or regulations. In addition, no Purchase Right may be exercised unless (1) a registration statement under the Securities Act of 1933, as amended, shall at the time of exercise of the Purchase Right be in effect with respect to the Shares issuable upon exercise of the Purchase Right, or (2) in the opinion of legal counsel to the Company, the Shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of said Act. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company. In the event that the issuance of Shares under the Plan would not comply with any applicable law, then all affected contributions will be refunded as soon as administratively practicable (without matching contributions or interest).

SECTION 15. AMENDMENT OR TERMINATION

The Committee may amend the Plan at any time and for any reason. The Board may terminate the Plan at any time and for any reason.

SECTION 16. GOVERNING LAW

The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of New York and applicable U.S. federal law.

SECTION 17. SEVERABILITY

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

SECTION 18. HEADINGS

Headings are given to the sections and subsections 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 provision thereof.

SECTION 19. NO TRUST OR FUND CREATED

This Plan is unfunded and shall not create nor be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company, an Affiliate or the Committee and a Participant or any other Person. To the extent that any Person acquires a right to receive a payment from a Participating Company pursuant to the Plan, such right shall be no greater than the right of any unsecured general creditor of the Participating Company.

SECTION 20. NO RIGHT TO EMPLOYMENT; NO ENLARGEMENT OF RIGHTS OR BENEFITS

Nothing contained in this Plan shall be deemed to give any individual the right to be retained in the employ of the Company or any Affiliate or to interfere with the right of the Company or any Affiliate to discharge the individual at any time. It is not intended that any rights or benefits provided under this Plan be considered part of creditable compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service awards, pension, retirement or similar payments.

SECTION 21. NO DUPLICATION OF BENEFITS

Notwithstanding anything to the contrary, no provision in this Plan or in any sub-plan of this Plan shall be applied in a manner that results in the duplication of benefits.

SECTION 22. FRACTIONAL SHARES

Purchases of Stock under the Plan may result in the crediting of fractional Shares. Such fractional Shares will be computed to four decimal places. Certificates representing fractional Shares will not be issued or delivered.

SECTION 23. PARTICIPANT INFORMATION

As a condition of participation in the Plan, each Participant must, upon request, furnish in writing an up-to-date mailing address and any other information as may be reasonably required for administration of the Plan.

SECTION 24. COMMITTEE RULES TO ACCOMMODATE LOCAL LAWS; SUB-PLANS

The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws or procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of Stock certificates, all of which may vary from location to location.

The Committee may also adopt sub-plans applicable to particular Participating Companies or locations. The rules of such sub-plans may take precedence over other provisions of the Plan, with the exception of Section 4(a), but unless superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

SECTION 25. CURRENCY CONVERSIONS

The Company shall have the sole discretion to determine the foreign exchange rate used to convert the Participant’s contributions into U.S. dollars. Such conversion shall take place on or around the date as of which Shares are purchased (and as close to that date as administratively practicable).