Exhibit 10.1

BURLINGTON STORES, INC.

EXECUTIVE SEVERANCE PLAN

Effective May 16, 2017

BURLINGTON STORES, INC.
EXECUTIVE SEVERANCE PLAN

ARTICLE I
PURPOSE

This Burlington Stores, Inc. Executive Severance Plan (the “Plan”) provides severance benefits to Eligible Executives upon certain terminations of employment.  The Plan shall be effective May 16, 2017 (the “Effective Date”).

The Plan is intended (1) to be exempt from Code section 409A, and (2) to be a welfare plan which is unfunded and is maintained by an employer for the purpose of providing benefits for a select group of management or “highly compensated employees” within the meaning of Department of Labor Regulation section 2520.104-24.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE II
DEFINED TERMS

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

“ Cause ” means, with respect to an Eligible Executive’s termination of employment, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or any of its subsidiaries and the Eligible Executive (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to an Eligible Executive’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Eligible Executive’s duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the Eligible Executive’s duties for the Company or any of its subsidiaries, as determined by the Committee in its good faith discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or any of its subsidiaries and the Eligible Executive that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Committee ” shall mean the health and welfare benefits committee of the Company (or its successor), or such other body as the Compensation Committee may designate from time to time.  

“ Company ” shall mean Burlington Stores, Inc.

“ Compensation Committee ” shall mean the Compensation Committee of the Board of Directors of the Company (or its successor).

“ Effective Date ” shall have the meaning set forth in Article I.

“ Eligible Executive ” shall have the meaning set forth in Article III.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Good Reason ” means the occurrence of any of the following events without the written consent of the Eligible Executive: (i) a material diminution of the Eligible Executive’s duties or the assignment to the Eligible Executive of duties that are inconsistent in any substantial respect with the position, authority or responsibilities associated with the Eligible Executive’s position, other than any such authorities, duties or responsibilities assigned at any time which are by their nature, or which are identified at the time of assignment, as being temporary or short-term; (ii) the Company’s or a subsidiary’s (as applicable) requiring the Eligible Executive to be based at a location which is fifty (50) or more miles from the Eligible Executive’s principal office location on the date the Eligible Executive commences employment; or (iii) a material diminution of the Eligible Executive’s annual compensation; provided, however, no condition enumerated in the preceding shall be deemed to be “Good Reason” unless within thirty (30) days of the initial existence of such condition, the Eligible Executive shall have given the Company written notice thereof specifically describing the condition giving rise to “Good Reason” and allowing the Company or its subsidiary (as applicable) a period of at least thirty (30) days from the date of receipt of the notice to remedy such condition.  Notwithstanding the foregoing, in no event will a condition give rise to “Good Reason” hereunder unless within ten (10) days after the expiration of the period provided in the Eligible Executive’s notice for the Company or subsidiary (as applicable) to remedy said condition but in no event later than one hundred and twenty (120) days after initial existence of said condition, the Eligible Executive shall have actually terminated his or her employment with the Company or subsidiary by giving written notice of resignation for failure of the Company or subsidiary (as applicable) to remedy such condition.

“ Plan ” shall mean this Burlington Stores, Inc. Executive Severance Plan, as amended from time to time.

“ Termination of Employment ” shall mean an individual’s termination of employment with the Company and all of its subsidiaries and affiliates, and to the extent Code section 409A applies to an Eligible Executive’s severance pay benefits, as described in Section 4.2, “Termination of Employment” means a “separation from service” within the meaning of Code section 409A.

ARTICLE III
ELIGIBILITY

An employee (other than the Company’s Chief Executive Officer) whose position is Senior Vice President or Executive Vice President of the Company or one of its subsidiaries, including without limitation, Burlington Coat Factory Warehouse Corporation and Burlington Merchandising Corporation, who (i) is hired on or after the Effective Date or (ii) elects in writing on a form, as determined by the Committee, to participate in the Plan in lieu of his or her rights under any effective employment agreement, will be eligible for participation in the Plan and considered an “Eligible Executive.”

2

In the event an otherwise Eligible Executive is covered by an authorized individual written employment, noncompetition or severanc e agreement that provides for the payment of severance pay or other termination or post-termination pay, whether in the form of weeks or months of pay or a flat dollar amount, the terms of such other arrangement shall be honored in terms of the time, form and amount of pay, but such other pay (of whatever nature) shall not be duplicative of severance pay under this Plan.  In such event, no such duplicate payment shall be made from this Plan.  In the event this Plan provides severance pay in excess of the am ount payable under such other arrangement (or provides for severance benefits not available under such other arrangement, such as subsidized COBRA continuation benefits), then only the additional severance pay (or benefits) shall be made under the Plan in accordance with the payment schedule otherwise set forth under this Plan.

ARTICLE IV
SEVERANCE BENEFITS

4.1 Entitlement to Benefits

An Eligible Executive who (a) is involuntarily terminated without Cause or within the two-year period immediately following a “Change in Control” (as defined in the Burlington Stores, Inc. 2013 Omnibus Incentive Plan or a successor plan thereto) voluntarily terminates for Good Reason, (b) has not breached as of the date of the Eligible Executive’s Termination of Employment any covenant or restriction set forth in Section 4.8, and (c) signs and does not revoke a separation agreement in accordance with the timeframe established by the Committee, will be entitled to receive benefits under this Article IV; provided that all such steps must be completed within 60 days of the Eligible Executive’s Termination of Employment.  Such separation agreement shall contain a release of claims against the Company and its subsidiaries and such restrictive covenants (e.g., non-competition, non-solicitation, and non-disparagement covenants) and provisions as the Committee determines appropriate in its sole discretion, including without limitation, the covenants and restrictions set forth in Section 4.8.  Such separation agreement shall also provide that the benefits under this Article IV shall terminate upon the occurrence of a breach by the Eligible Executive of any restrictive covenant set forth in Section 4.8.

An Eligible Executive working in any part, unit or function of the Company or one of its subsidiaries that is divested, outsourced, closed, or relocated to a different geographic area (as determined by the Committee in its sole discretion), and who is terminated by the Company or one of its subsidiaries as a direct result thereof, will be eligible for benefits under the Plan.  However, such an Eligible Executive will forfeit eligibility for benefits if he or she resigns voluntarily prior to the Termination of Employment date specified for them (other than as provided above in the case of voluntary termination by an Eligible Executive for Good Reason within the two-year period immediately following a Change in Control).  Further, Plan benefits will not commence or will be discontinued if comparable employment is offered with the buyer in connection with a Change in Control or with the Company or one of its subsidiaries, one of the Company’s shareholders, or a third-party outsourcing firm, unless the Committee, in its sole discretion, determines otherwise.  For this purpose, “comparable employment” means a position with comparable compensation and responsibility (i.e., does not result in a material diminution of the Eligible Executive’s annual compensation) and within 50 miles of the Eligible Executive’s primary place of employment with the Company or one of its subsidiaries prior to the relevant transaction.  

3

4.2 Severance Pay Benefits

Severance pay benefits shall begin only after satisfaction of the requirements in Section 4.1.   An Eligible Executive entitled to benefits under this Article IV will receive a severance pay benefit equal to the Eligible Executive’s annual base salary on the date of his Termination of Employment, and such severance pay benefit shall accrue and be payable for the one-year period following the date of his or her Termination of Employment.   The severance pay benefit will be paid net of applicable tax withholding on the Company’s normal payroll cycle and shall commence 60 days after the Eligible Executive’s Termination of Employment.   Any payments that accrue and are otherwise payable under this Section 4.2 prior to commencing payments shall be accumulated and paid in a lump sum as soon as practicable after such requirements are satisfied.  

4.3 Bonus

An Eligible Executive entitled to severance pay benefits under Section 4.1 will be eligible for an additional payment equal to a “pro-rata” portion of the bonus he or she would have received under the Company’s Annual Incentive Plan – Corporate (the “Corporate Plan”) for the fiscal year in which his or her Termination of Employment occurred.  For purposes of this Section 4.3, the pro-rata bonus (if any) will be based on the payout formula under the Corporate Plan, regardless of the annual incentive plan in which the Eligible Executive actually participated during such fiscal year, and shall be equal to (i) the bonus amount the Eligible Executive would have been entitled to receive under the Corporate Plan for that fiscal year, assuming the Eligible Executive had been employed through the date bonuses are paid under such plan for that year, and otherwise calculated under the terms of such plan based on the Company’s actual performance for that fiscal year; multiplied by (ii) the fraction the numerator of which is the actual number of days employed during the fiscal year prior to the Eligible Executive’s Termination of Employment divided by the number of days in such fiscal year (the “Pro-rata Bonus”).  The Pro-rata Bonus contemplated by this Section 4.3 will be paid in a lump sum when the annual bonuses are paid to active employees under the terms of the Corporate Plan.    

To the extent unpaid as of the Eligible Executive’s Termination of Employment, an Eligible Executive entitled to severance pay benefits under Section 4.1 will also be entitled to receive the bonus (if any) that would otherwise have been earned by the Eligible Executive under the annual incentive plan of the Company or one of its subsidiaries in which the Eligible Executive participated for the fiscal year prior to the year of his or her Termination of Employment assuming he or she had remained employed through the date bonuses are paid under such plan for that fiscal year.  Such bonus (if any) will be paid in a lump sum when the annual bonuses are paid to active employees under the terms of the applicable annual incentive plan.

4.4 Death Benefits

If an Eligible Executive is entitled to severance pay benefits under Sections 4.2 and 4.3 and dies before receiving such amounts, the remaining portion will be paid to the Eligible Executive’s spouse, or, if the Eligible Executive is not married at the time of death, the remainder of the benefits will be paid to the Eligible Executive’s estate.

4

4.5 Other Benefits

An Eligible Executive entitled to benefits under the Plan will receive continued welfare benefits (including medical, dental, and vision coverage) while severance payments are being made. Such welfare benefits will be provided on the same terms and conditions, including contributions required of the Eligible Executive for such benefits, as those which the Eligible Executive was receiving immediately prior to his or her Termination of Employment (the “Subsidized Coverage”).  Such coverage will count toward, and run concurrently with the Eligible Executive’s period of COBRA coverage.  Accordingly, the Eligible Executive shall be receiving COBRA continuation coverage effectively at the active employee premium contribution rate in effect at the time of the Eligible Executive’s Termination of Employment.  In addition, the Committee will provide an Eligible Executive entitled to benefits under the Plan with outplacement assistance for 6 months.

4.6 Effect of Future Employment

An Eligible Executive who becomes employed by another employer during any portion of the severance period is required to notify the Company of such employment within 10 business days.  The amount of an Eligible Executive’s severance pay shall not be decreased by any compensation received from another employer during the severance period.  In the event an Eligible Executive is employed by another employer during any portion of the severance period and is eligible to receive medical, dental and vision coverage from such other employer, the Eligible Executive will cease to be entitled to the continued Subsidized Coverage as provided in Section 4.5 of this Plan as of the date of his or her eligibility for benefits in such other employer’s plan.  All benefits under the Plan will cease if an Eligible Executive becomes re-employed by the Company.

4.7 Section 409A Restrictions

Notwithstanding anything in this Plan to the contrary, in the event any benefit paid to a participant under the Plan constitutes “deferred compensation” for purposes of Code section 409A, all payments to such Eligible Executive shall be paid as provided in this Section 4.7.  Code section 409A places certain restrictions on when severance pay benefits may be distributed if the Eligible Executive is considered a “specified employee” under Code section 409A (generally, “specified employees” are the 50 highest-paid U.S. employees of the Company in a given year) and the severance pay benefits are considered “deferred compensation” under Code section 409A.  Not all severance pay under this Plan, however, is considered deferred compensation for these purposes.

5

4.8 Covenants, Restrictions and Recoupment

6

7

8

9

ARTICLE V
ADMINISTRATION OF THE PLAN

5.1 General Administration

The Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof.  The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan.  Any such action taken by the Committee shall be final and conclusive on any party.   To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter.   The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including employees of the Company, such administrative or other duties as it sees fit.

5.2 Claims for Benefits

10

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it.  If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or review of the claim.

11

A decision will be rendered no more than 60 days after the Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Committee determines that special circumstances (such as for a hearing) require such extension.  If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

5.3 Indemnification

To the extent not covered by insurance, the Company shall indemnify the Committee, each employee, officer, director, and agent of the Company, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

ARTICLE VI
TERMINATION AND AMENDMENT OF PLAN

6.1 Termination of Plan

The Company’s Board of Directors or the Compensation Committee may terminate the Plan at any time, without prior notice.  Upon termination of the Plan, except with respect to benefits due resulting from a Termination of Employment prior to such Plan termination, all rights to benefits hereunder, if any, shall cease.  Any separation agreement executed by an Eligible Executive under Section 4.1 shall survive the Plan’s termination.

6.2 Amendment of Plan

The severance benefits provided for in the Plan are not vested benefits.  Accordingly, the Company reserves the right in its sole and absolute discretion, to amend or modify the Plan at any time, in whole or in part, including any or all of the provisions of the Plan, by action of its Board of Directors or the Compensation Committee, in its sole discretion, without prior notice.

6.3 Successors to the Company

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the Company’s obligations under this Plan in the same manner and to the same extent that the Company would be required to perform them if such succession had not taken place.

ARTICLE VII
MISCELLANEOUS

12

7.1 Funding

The benefits provided herein shall be funded by the Company’s general assets.  The Plan shall constitute an unfunded mechanism for the Company to pay Plan benefits to Eligible Executives determined to be entitled to payments hereunder.  No fund or trust is created with respect to the Plan, and no Eligible Executive shall have any security or other interest in the assets of the Company.

7.2 No Contract of Employment

The Plan does not constitute or imply the existence of an employment contract between the Company or any affiliate and any Eligible Executive.  Employment with the Company is “at will,” unless an employment contract in fact exists.

7.3 Governing Law and Forum Selection

To the extent not governed by federal law, the Plan shall be interpreted under the laws of the State of Delaware notwithstanding any conflict of law principles.  Eligible Executive agrees that any dispute, controversy or claim arising out of or related to this Plan, including the validity of this arbitration clause, or any breach of this Plan shall be submitted to and decided by binding arbitration.  Arbitration shall be conducted in accordance with the American Arbitration Association’s Employment Arbitration Rules then in effect, as modified by the Company’s Early Dispute Resolution Program Rules and Procedures (STEPS) then in effect.  Any arbitral award determination shall be final and binding upon the parties and may be entered as a judgment in a court of competent jurisdiction.

7.4 Severability

In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

7.5 Words and Headings

Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

IN WITNESS WHEREOF, Burlington Stores, Inc. has caused this Plan to be executed by its duly authorized officer this 16 ^th day of May, 2017.

BURLINGTON STORES, INC.

By:   /s/ Joyce Manning Magrini

Name: Joyce Manning Magrini

Title: Executive Vice President – Human Resources

13

Exhibit 10.2

BURL I N G T ON S T O R E S, I NC.

201 3 O M NI B US INC E N TI V E P L AN

(as a m e n ded a n d restated e ff e cti v e May 17, 2017)

ART I C L E I PUR PO SE

T h e p u rpo s e o f t h is B UR L I N GT O N S T O R E S, I N C. 201 3 O mn i bu s I n ce n ti v e P lan i s to e nh a n ce t h e pro f ita b ili t y a n d v a l u e o f t h e C o m p a n y f o r t h e b e n e f it o f i t s s t o c kh o l d e r s by e n a b li n g t h e C o m p a n y to of f er Eli g i b le I n d i v i d u als c a s h a n d s t o c k - b a s ed i n c e n t i v es i n ord er to att r a c t, r etain a n d r e w a r d s u ch i n d i v i d u a l s a n d s tre n g t h en t h e m u t u a l i t y of i n te r ests b e t w een su ch i n d i v i d u a l s a n d t h e C o mp a n y ’ s s t o c k h o l d e r s . T h e P lan is e f f e c t i v e as o f t h e d ate s et f or th i n A r ticle XV.

ART I C L E I I D E F I N I T I O NS

F o r p u rpo s es o f t h e P la n , t h e fo ll o w i n g te r m s sh a l l h a v e t h e f o ll o w i n g m e an i n gs :

2.1 “ A f f ilia te ” m e an s e a ch o f t h e f o ll o w i n g : ( a) a n y S u b s i d i a r y ; (b ) a n y P a r e n t; ( c) a n y c o rpor ati o n , tra d e o r b us i n ess ( i n c l u d i n g , w i t h o u t l i m itati o n , a p a r t n e r s h ip o r li m i t ed lia b ili t y c o m p a n y ) w h ich i s d ire c tly o r i n d ire c t l y c o n tr o lled 50 % o r m or e ( w h e t h er b y o w n e r s h ip o f s t o c k , as s ets o r an e q u i v al e n t o w n e r s h ip i n te r est o r v o t i n g i n te r est) b y t h e C o m p a n y o r o n e o f its A f f ili a tes; (d ) a n y tr a d e o r b us i n e s s ( i n cl u d i n g , w i t h o u t l i m it a ti o n , a p a r t n e r sh ip o r l i m ited lia b il it y c o m p a n y ) w h i c h d ire c t l y o r i nd ire c t l y c o n tr o ls 50 % o r m or e ( w h et h er b y o w n e r s h ip o f s t o c k , a s s ets o r an e q u i v al e n t o w n e r s h ip i n te r est o r v o ti n g i n te r est) o f t h e C o m p a n y ; a n d ( e) a n y o t h er e n t it y i n

w h i c h t h e C o m p a n y o r a n y o f its A f f i liates h as a m ate r ial e q u i t y i n te r e s t a n d w h ich i s d es i gn ated as a n “A f f iliate” b y r es o l u ti o n o f t h e C o mm itte e ; pro v i d ed t h at, u n less o t h e r wi s e d ete r m i n ed b y t h e C o mm i ttee, t h e C o mm o n Stock su b j e c t to a n y Awa r d c o ns t i t u t es “ s e r v ice r e c i p ie n t st o c k ” f o r p u rpo s es o f Secti o n 409 A o f t h e C od e o r o t h e r w i s e do es n o t s u b j e c t t h e Awa r d to Secti o n 409 A o f t h e C od e.

2.2 “ A w a rd ” m e a n s a n y a w a r d un d er t h e P lan o f a n y Stock O p ti o n , Stock A ppr e c iati o n R i gh t, R estrict e d Stoc k , R e s tricted Stock U n it, P e r f or m a n ce A w a rd , Ot h er S t o c k - B ased A w a r d o r Ot h er C a s h - B ased A w a rd . A ll A w a rd s s h all b e g r a n ted b y , c o n f i r m ed b y , a n d s u b j e c t to t h e te r m s o f , a w r itt e n a g r e e m e n t e x e c u ted b y t h e C o m p a n y a n d t h e P a r tici p a n t.

2.3 “ A w a rd A g r e e m en t ” m e a n s t h e w r itt e n o r ele c tr o n ic a g r e e m e n t se t ti n g f or th t h e te r m s a n d c o n d itio n s a pp lica b le to an A w a rd .

2.4 “ Boa r d ” m e a n s t h e Bo a r d o f Di r e c t or s o f t h e C o m p a n y .

2.5 “ C a u s e ” m e an s , u n le s s o t h e r w i s e d ete r m i n ed b y t h e C o m m ittee i n t h e a pp lica b le A w a r d A g r e e m e n t, w i th r es p e c t to a P a r tici p a n t’s T e r m i n ati o n o f E m p l o ym e n t o r T e rm i n ati o n o f C on s u lta n c y , t h e fo ll o w i ng : ( a) in t h e c a s e w h e r e t h e r e is n o e m p l o ym e n t a g r e e m e n t, c o n s u lt i n g a g r e e m e n t, c h a ng e i n c o n tr o l a g r e e m e n t o r s i m i lar a g r e e m e n t in e f f e c t b e t w e e n t h e C o m p a n y o r an A f f ili a te a n d t h e P a r ti c i p a n t a t t h e t i m e o f t h e g r a n t o f t h e A w a r d (o r w h e r e t h e r e is s u c h an a g r e e m e n t b u t it do es n o t d e f i n e “ c a us e” (o r w ord s o f l i k e i m por t) ) , te r m i n ati o n d u e to a P a r tici p a n t ’ s i n s u bord i n ati o n , d i sh o n e s t y , f r a u d , i n c o m p ete n c e , m or al t u rp it u d e, w il l f u l m i s c o n d u ct, r e fu s al to p e r f or m t h e P a r tici p a n t ’ s d u t ie s o r r es po ns i b ili t ies f o r a n y r e as o n o t h er t h a n il l n e s s o r i n c a p a c i t y o r m ate r ial l y u n s at i s f a c t o r y p e r f o r m a n ce o f t h e P a r tici p a n t’s d u ti e s f o r t h e C o m p a n y o r an A f f i liate, as d ete r m i n ed b y t h e C o mm ittee i n i t s g oo d f ai t h d i s c r eti o n ; o r (b ) in t h e c a s e w her e t h e r e is an e m p l o ym e n t a gr e e m e n t, c on s u lt i n g a g r e e m e n t, c h a n g e in c o n tr o l a g r e e m e n t o r s i m ilar a g r e e m e n t in e f f e c t b e t w e e n t h e C o m p a n y o r an A f f iliate a n d t h e P a r tici p a n t a t t h e t i m e o f t h e gr a n t o f t h e A w a r d t h at d e f i n es “ c a us e” (o r w ord s o f l i k e i m p o r t), “ c a us e” as d e f i n ed

un d er s u ch a g r e e m e n t; pro v i d e d , h o w e v e r , t h at w i t h r e g a r d t o a n y a g r e e m e n t u n d er w h i c h t h e d e f i n iti o n o f “ c au s e” o n l y a pp lies o n o c c u rr e n ce o f a c h a n g e in c o n tr o l, su c h d e f i n ition o f “ c a us e” s h all n o t app ly u n til a c h a n g e i n c o n tr o l a c t u al l y ta k e s p lace a n d t h e n o n l y w ith r e g a r d to a te r m i n ati o n t h e r e a f te r . W ith r es p e c t to a P a r tici p a n t ’ s

Te r m i n a t i o n o f Di r e c t or s h i p , “ c a us e” m e an s an a c t o r f ai l u r e to a c t t h at c o ns t it u t e s c au s e f or r e m o v al o f a d ire c t o r un d er a pp lica b le Dela w a r e l a w .

2.6 “ Ch a n g e in C o nt rol ” h as t h e m e a n i n g s et f or th i n Secti o n 11 . 2 .

2.7 “ C o de ” m e a n s t h e I n te r n a l Re v e n u e C od e o f 1986 , as a m e n d e d . A n y r e f e r e n ce to a n y s e c ti o n o f t h e C od e sh all a l s o b e a r e f e r e n ce to a n y s u c c es s o r pro v i s i o n a n d a n y tre a su r y r e gu l a ti o n pr o mu l g a t ed t h e r e un d e r .

2.8 “ C o mm it t e e ” m e a n s a n y c o mm i ttee o f t h e Bo a r d d u ly a u t h or ized b y t h e Bo a r d to a d m i n i s ter t h e P la n . I f n o c o mm ittee is d u l y a u t h or ized b y t h e Bo a r d to a d m i n i s ter t h e P la n , t h e te r m “ C o m m itte e ” sh all b e d e e m ed to r e f er to t h e Bo a r d f o r all p u r p o s es u n d er t h e P la n .

2.9 “ C o mm o n St o c k ” m e an s t h e c o mm o n s t o c k , $0 . 000 1 p a r v al u e p er sh a r e, o f t h e C o m p a n y .

2. 1 1 “ C o n s ult a n t ” m e a n s a n y n at u r al p e r s o n w h o is a n a d v i s o r o r c o nsu lta n t to t h e C o m p a n y o r its A f f iliat e s .

2. 1 2 “ Di s a bi l it y ” m e a n s P a r t i ci p a n t’s i n a b i l i t y to p e r f o r m t h e es s e n t ial d u ti e s , r es po ns i b ili t ies a n d fu n cti on s

of P articipa n t ’ s po s i t ion w i t h t h e C o m p a ny a n d its S u b s idiar i es f or a co n tin u ous period of 1 80 da y s as a re s u lt of a ny m ental or ph y s ic a l di s ability o r i n capaci t y , as dete r m i n ed under t h e de f i n i t ion of di s abil it y in t h e C o m p a n y ’s lon g - te r m di s ability plan s o as to qualify P articipa n t f or be n e f its u n der t h e te r m s of t h at plan or as dete r m i n ed b y a n i n depe n de n t ph y s ici a n to t h e e x tent n o s u ch pl a n is t h en i n e f f ect. P articipa n t s h all cooperate in all respects w i t h t h e C o m pany i f a q u es t ion ari s es as to w h e t h er P articipa n t h as b eco m e d i s abled (i n cl u d i ng , w i t h o u t l i m i tatio n ,

su b mitt in g to an ex a m i nati o n b y a me d ical do ct o r o r o ther he a lth c ar e s p e c ialist sele c ted b y the C o m p a n y a nd auth or iz i n g su c h me d ical do ct o r o r such o ther he a l t h c ar e s p e c ialist to d isc u ss P a r tici p an t ’ s c o n d ition w i t h t he C o m p a n y ) . N o t w i t hst a n d i n g t he f or eg o i ng, f o r A w a rd s that a r e su b j e c t to Secti o n 409 A o f the C od e, Disa b ili t y shall me a n th a t a P a r tici p ant is d isa b led un d er Secti o n 409 A ( a )(2)( C )( i) o r ( ii) o f the C od e.

2. 1 3 “ E ff e ct i v e D a t e ” m e an s t h e e f f e c t i v e d ate o f t h e P lan as d e f i n ed in A r ticle XV.

2. 1 4 “ E li g ib l e E m p l oy e es ” m e a n s e a c h e m p l o y ee o f t h e C o m p a n y o r an A f f i l iate.

2. 1 5 “ E li g ib l e I n divid u al ” m e a n s a n Eli g i b le E m p l o y e e , N o n - E m p l o y ee Di r e c t o r o r C o nsu lt a n t w h o is d esig n ated b y t h e C o mm ittee i n its d i s c r eti o n as el i g i b le to r e c e i v e A w a rd s s u b j e c t to t h e c o n d itio n s s et f or th h e r e i n .

2. 1 6 “ Ex ch a n g e Ac t ” m e an s t h e Sec u r i ties E x c h a n g e A ct o f 193 4 , as a m e n d e d . R e f e r e n ce to a s p e c i f ic

se c ti o n o f t he Ex c h a nge A c t o r r egulati o n t he r e un d er s hall i nclu d e s u c h se c ti o n o r r egulat i o n, a n y valid r e g ulati o n o r inte rpr etati o n pr o m u lgated und er such se c t i o n, and a n y c o m p a r a b le p ro visi o n o f a n y f utu r e legisl a ti o n o r r egula t i o n a m en d i n g, su pp l e me n ti n g o r s u p e r se d i n g s uch se c ti o n o r r e g ulati o n.

2. 1 7 “ F a ir Ma r k et V a lu e ” m e a ns , f o r p u rpo s es o f t h e P la n , un l e s s o t h e r w i s e r e q u ired b y a n y a pp lica b le pro v i s i o n o f t h e C od e o r a n y r e gu l a ti on s i s s u ed t h e r e un d e r , as o f a n y d ate a n d e x c ep t a s pro v i d ed b el o w , t h e cl o s i n g pr ice r e p or ted f o r t h e C o m m o n Stock o n t h e a pp lica b le d ate: ( a) as r e p o r ted o n t h e pr i n ci p al n ati o n al s e c u r i t ies e x c h a n g e in t h e U n ited Stat e s o n w h i c h it is t h e n tra d ed o r ( b ) if t h e C o m m o n Sto c k is n o t tra d e d , li s ted o r o t h e r w i s e r e por ted o r q u o te d , t h e C o m m ittee sh a ll d ete r m i n e in g oo d f aith t h e Fair M ar k et Va l u e i n w h at e v er m a nn er it c o ns i d e r s a ppropr iate ta k i n g i n to a c c o un t t h e r e q u ir e m e n ts o f Secti o n 409 A o f t h e C od e. F o r p u rpo s es o f t h e g r a n t o f a n y A w a rd , t h e a pp lica b le d a t e sh all b e t h e tra d i n g d a y o n w h ich t h e A w a r d is g r a n te d . F o r p u rpo s es o f t h e e x e r cise o f a n y A w a rd , t h e a pp lica b le d ate sh all b e t h e d ate a n o tice o f e x e r cise i s r e c ei v ed b y t h e C o mm ittee or , if n o t a d a y o n w h i c h t h e a pp lica b le m a r k e t is op e n , t h e n e x t d a y t h at it i s op e n .

2

2 . 1 8 “ F a m ily M e m be r ” m e a n s “ f a m i l y m e m b e r ” as d e f i n e d in Secti o n A . 1 . ( a )(5 ) o f t h e g e n e r al i ns t r u cti o n s o f F o r m S - 8.

2.19 “ I ncen t i v e St o ck O pti o n ” m e an s a n y Sto c k O p ti o n a w a rd ed to an Eli g i b le E m p l o y ee o f t h e C o m p a n y , its S u b s i d ia r ies a n d i t s P a r e n ts ( if a n y ) u n d er t h e P lan i n t e n d ed to b e a n d d esi g n a ted as an “ I n c e n t i v e S t o c k O p ti o n ” w i t h i n t h e m e a n i n g o f Secti o n 42 2 o f t h e C od e.

2. 2 0 “ L i m ited St o c k Appre c i at i o n Ri g h t ” h as t h e m e a n i n g s et f or th i n Secti o n 7 . 5 .

2.21 “ M in i m u m Ves t i ng Re q uir e m en t ” h a s t h e m e a n i n g s e t f or th i n Secti o n 3 . 2(d) .

2. 2 2 “ N o n -E m plo y ee Dir e c to r ” m e a n s a d ire c t o r o r a m e mb er o f t h e Bo a r d o f t h e C o m p a n y o r a n y A f f i liate w h o is n o t a n a c t i v e e m p l o y ee o f t h e C o m p a n y o r a n y A f f il i ate.

2. 2 3 “ N o n - Q u a lified S to c k O pti o n ” m e an s a n y Sto c k O p ti o n a w a rd ed un d er t h e P lan t h at is n o t a n I n c e n t i v e

Stock O p ti o n .

2. 2 4 “ N o n - T a n d e m St o c k A p p r e ci at i o n Ri g h t ” sh all m e a n t h e r i g h t to r e c ei v e an a m o u n t in c a s h a n d / o r s t o ck e q u al to t h e d if f e r e n ce b e t w e e n ( x ) t h e Fair M ar k et V a l u e o f a s h a r e o f C o m m o n St o ck o n t h e d ate s u c h r i g h t is e x e r cise d , a n d ( y ) t h e a g g r e g ate e x e r c i s e p r ice o f su c h r i g h t, o t h e r w i s e t h a n o n s u rr e n d e r o f a Stock O p ti o n .

2. 2 5 “ Ot her C a s h -Ba s ed Aw a r d ” m e a n s a n A w a r d g r a n ted p u r su a n t to Secti o n 10 .3 o f t h e P lan a n d p a y a b le in c a s h at s u ch t i m e o r t i m e s a n d su b j e c t to su ch te r m s a n d c o n d itio n s a s d ete r m i n ed b y t h e C o mm ittee i n its s o le d i s c r eti o n .

2. 2 6 “ Ot her Ex t r ao rdinary E v en t ” h as t h e m e a n i n g s et f o r th in Se c ti o n 4 . 2(b) .

2. 2 7 “ Ot her St o c k -Ba s ed Aw a r d ” m e a n s a n A w a r d u n d er A r ticle X o f t h e P lan t h at i s v a l u ed in w ho le o r in p a r t b y r e f e r e n ce t o , o r is p a y a b l e in o r o t h e r w i s e b ased o n , C o mm o n S t o c k , i n c l u d i ng , w i t h o u t l i m i tati o n , a n A w a r d v al u ed b y r e f e r e n ce to an A f f i liate.