Shares Covered under the Plan

The maximum aggregate number of shares of our Common Stock that may be purchased under the Plan is 500,000 shares, subject to appropriate adjustments by the Committee in the event of stock dividends, stock splits, recapitalizations or other subdivisions.

Eligibility

Employees of our company and our subsidiaries are eligible to participate in the Plan if they have been continuously employed for more than 5 months in any calendar year and are employed at least 20 hours per week. Employees may not participate in the Plan if they own 5% or more of our Common Stock or they are both a "highly compensated employee" (as defined under Section 414(q) of the Code) and an officer subject to Section 16(a) of the Exchange Act. Eligible employees are permitted to begin participation in the Plan as of its effective date. As of April 13, 2016, we have approximately 1,148 employees who are eligible to participate in the Plan.

Offering Periods

The first "Offering Period" during which payroll deductions commence for purposes of buying shares at the end of the period will begin on August 15, 2016 and ends on October 31, 2016 and subsequent Offering Periods begin on the first trading day of July and shall last for four (4) months. The Committee may in the future modify the Offering Periods.

Participation

Participation in the Plan shall commence as soon as administratively possible after each participant completes the necessary enrollment and files it with the Company’s payroll office prior to the beginning of an Offering Period. A participant who enrolls in the Plan will authorize us to make payroll deductions of up to 20% of the participant’s compensation (in 1% increments) which he or she receives on each pay day during the during the Offering Period. Payroll deductions end when terminated by the participant, unless earlier terminated pursuant to the Plan. Except as otherwise provided by the Committee or the terms of the Plan, a participant may, at any time discontinue, increase or decrease his or her rate of payroll deductions by entering into a new subscription agreement authorizing a change in payroll deduction rate.

Purchase of Stock

Provided that stockholder approval Mr. Freckmann has been obtained, the "Exercise Date" when shares are purchased with accumulated payroll contributionsnominated as a candidate for the Offering Period is the last day of October. The purchase price of each share will be equal to 95% of the Fair Market Value (as defined in the Plan) per share of Common Stock on such Exercise Date. The Committee may elect to change the purchase price with respect to any future Exercise Date, except the purchase price may not be less than 85% of the Fair Market Value of our Common Stock. On April 13, 2016, the closing price ofelection as a share of our Common Stock reported on the New York Stock Exchange was $27.00.

The maximum dollar amount that may be purchased by each participant during any one calendar year shall not exceed $25,000 of our Common Stock. Additionally, the maximum number of shares of Common Stock that may be purchased by each participant on any one Purchase Date will not exceed 600 shares, subject to periodic adjustments to the Company's capitalization. Shares may not be sold or transferred by a participant (or the participant’s estate) for 180 days following the Exercise Date

Merger, Acquisition or Liquidation

In the event of certain "Change in Control" events, including our merger or consolidation into another entity, or our sale of all or substantially all of our assets, each outstanding option shall be assumed or an equivalent option substituted by the successor or its affiliate. In the event that the successor refuses to assume or substitute for the option, each outstanding option shall automatically be exercised, prior to the effective date of such Change in Control.

Termination of Employment or Ineligibility to Participate in Plan

Generally, a participant will automatically purchase shares on the Exercise Date even if he or she is no longer employed by us or is no longer eligible to participate in the Plan as of the Exercise Date. If at any time during any Offering Period, a participant becomes ineligible to participate in the Plan because such participant would be deemed to possess 5% or more of our Common Stock immediately after the Exercise Date, then such participant's payroll deductions may be reduced by us to zero percent (0%).

Rights not Transferable

The rights of a participant under the Plan, including payroll deductions credited to a participant and the rights with respect to the purchase of Common Stock under the Plan, are not transferable, are exercisable only by the participant and may not be assigned, transferred, pledged or otherwise disposed.

Amendment and Termination

The Committee may at any time and for any reason amend or terminate the Plan. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), we shall obtain stockholder approval in such a manner and to such a degree as required. Additionally, all rights of participants under the Plan will terminate as of the date determined by the Committee in its discretion.

Application of Funds

We may use the proceeds from the sale of our Common Stock pursuant to the Plan for any corporate purpose.

Federal Tax Considerations 

The following summarizes certain United States federal income tax considerations for employees participating in the Plan and certain tax effects to us, but does not address every situation that may result in taxation, including the impact of any foreign, state, or local taxes, or any of the tax implications arising from a Participant’s death. Each employee is urged to consult with and rely on his or her own advisors with respect to the possible tax consequences of exercising his or her rights under the Plan. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 nor the provisions of Section 401(a) of the Code.

For U.S. federal income tax purposes, an employee does not realize income at the time of entry into the Plan or purchase of a share. If no disposition of the shares is made within two years from the first day of an Offering Period, or one year from the date the shares are purchased by the employee, upon subsequent disposition of the shares, the employee’s gross income for the taxable year in which the disposition occurs will include as ordinary income and not as capital gain an amount equal to the lesser of (i) the excess of the fair market value of the stock at the time of the disposition over the option price, or (ii) the excess of the fair market value of the share at the time of grant over the option price. Any additional gain or is treated as long term capital gain or loss. We will not be allowed an income tax deduction for shares purchased by the employee, provided such shares are held for the periods described above. If the shares are disposed of within the periods described above, the employee will recognize ordinary income for the taxable year of the disposition equal to the excess of the fair market value of the shares on the date of purchase over the price paid, and in these circumstances, we will be entitled to a deduction equal to the amount of ordinary income recognized by the employee. The balance of any gain will be treated as capital gain. Even if the stock is later disposed of for less than its fair market value on the purchase date, the same amount of ordinary income is attributed to the participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the stock on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the stock has been held.

New Plan Benefits

Because benefits under the Plan depend on our employees' election to participate and the fair market value of the Common Stock at various future dates, it is not possible to determine future benefits that will be received by our employees under the Plan. Our named executive officers, executive officers and directors, including our non-employee directors, are not eligible to participate in the Plan.

Recommendationmember of the Board of Directors

The at the 2023 Annual Meeting.