2000 Uses in Purpose Clause

Purpose from Incentive Plan

Purpose. The purpose of this amended and restated 2000 Long-Term Incentive Plan (the Plan) of Lifetime Brands, Inc., a Delaware corporation (the Company), is to advance the interests of the Company and its stockholders by providing a means to attract, retain, motivate and reward directors, officers, employees and consultants of and service providers to the Company and its affiliates and to enable such persons to acquire or increase a proprietary interest in the Company, thereby promoting a closer identity of interests between such persons and the Companys stockholders. This amended and restated Plan will be effective as of June 22, 2017, (the 2017 Amendment Effective Date). Changes made pursuant to this amendment and restatement shall apply to Awards (as defined below) granted on or after the 2017 Amendment Effective Date. Awards granted prior to the 2017 Plan Effective Date shall continue to be governed by the applicable Award Agreements and the terms of the Plan without giving effect to changes made pursuant to this 2017 Plan restatement, and the Committee shall administer such Awards in accordance with the Plan without giving effect to changes made pursuant to this 2017 Plan restatement.

Purpose from Compensation Plan

Purpose. The purpose of this 2000 Incentive Bonus Compensation Plan (the Plan) of Lifetime Brands, Inc. (the Company) is (i) to retain and motivate key senior executives of the Company who have been designated as Participants in the Plan for a given Performance Period, by providing them with the opportunity to earn bonus awards that are based on the extent to which specified performance goals for such Performance Period have been achieved or exceeded; and (ii) to structure such bonus opportunities in a way that will qualify the awards made as performance-based for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor section) so that the Company will be entitled to a tax deduction on the payment of such incentive awards to such employees. The Plan was originally effective for Performance Periods commencing on and after January 1, 2000 and is hereby amended and restated effective as of June 22, 2017.

Purpose from Incentive Compensation Plan

This Sub-Plan, adopted under The HollyFrontier Corporation Long-Term Incentive Compensation Plan (the "Plan"), is adopted effective February 14, 2017 to apply to grants made to service providers in the United Kingdom.

Purpose. The purpose of this Sub-Plan is to amend those provisions ofthe Plan which are required to be amended in order for Awards granted under the Plan, and communications concerning those Awards, to be exempt from provisions of the United Kingdom Financial Services and Markets Act 2000. All Awards to service providers resident in the United Kingdom (as limited below) shall be made under this Sub-Plan.

Purpose from Equity Incentive Plan

Purpose. This Amended and Restated 2000 Long-Term Equity Incentive Plan (Plan) is established as a compensatory plan to enable Oracle Corporation (the Company) to provide an incentive to eligible employees, officers, independent consultants, directors who are also employees or consultants, and advisers whose present and potential contributions are important to the continued success of the Company; to afford such persons an opportunity to acquire a proprietary interest in the Company, and to enable the Company to continue to enlist and retain in its employ the best available talent for the successful conduct of its business. It is intended that this purpose will be effected through the granting of (a) stock options, (b) stock purchase rights, (c) stock appreciation rights and (d) long-term stock awards.

Purpose from Amended and Restated

Purpose. The purpose of this amended and restated 2000 Long-Term Incentive Plan (the Plan) of Lifetime Brands, Inc., a Delaware corporation (the Company), is to advance the interests of the Company and its stockholders by providing a means to attract, retain, motivate and reward directors, officers, employees and consultants of and service providers to the Company and its affiliates and to enable such persons to acquire or increase a proprietary interest in the Company, thereby promoting a closer identity of interests between such persons and the Companys stockholders. This amended and restated Plan will be effective as of June 10, 2015, subject to approval by the Companys stockholders (the Amendment Effective Date). Changes made pursuant to this amendment and restatement shall apply to Awards (as defined below) granted on or after the Amendment Effective Date.

Purpose from Incentive Plan

Purpose. The Texas Instruments 2009 Long-Term Incentive Plan is intended as a successor plan to the Company's 2000 Long-Term Incentive Plan, 2003 Long-Term Incentive Plan and the predecessors thereto. This Plan is designed to enhance the ability of the Company to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company.

Purpose from Stock Option Plan

Purpose. The purpose of the Teletronics International, Inc. (the Company, or Teletronics) Incentive Stock Option Plan of 2013 (hereinafter called the "Plan"), an update of the earlier 2000 Plan, is to furnish an incentive to one or more key employees by making available to them a Common Stock ownership in the Company. It is believed that the proprietary interest in the Company thus created will not only induce the continued service of these employees but will also stimulate their efforts towards the continued success of the Company.

Purpose from Equity Incentive Plan

Purpose. This Amended and Restated 2000 Long-Term Equity Incentive Plan (Plan) is established as a compensatory plan to enable Oracle Corporation (the Company) to provide an incentive to eligible employees, officers, independent consultants, directors who are also employees or consultants, and advisers whose present and potential contributions are important to the continued success of the Company; to afford such persons an opportunity to acquire a proprietary interest in the Company, and to enable the Company to continue to enlist and retain in its employ the best available talent for the successful conduct of its business. It is intended that this purpose will be effected through the granting of (a) stock options, (b) stock purchase rights, (c) stock appreciation rights and (d) long-term stock awards.

Purpose

Purpose. The purpose of the 2000 Incentive Share Plan (the Plan) is to advance the interests of Applied Optoelectronics, Inc. (the Company) and its shareholders by enabling the Company and each of its Subsidiaries (as hereinafter defined) to (A) provide share ownership opportunities to certain of their key employees to participate in the Companys growth and (B) enhance their ability to attract and retain individuals of superior managerial or technical ability and to motivate employees, consultants, independent contractors, agents, and other persons to exert their best efforts towards future progress and profitability of the Company. 1.2 Effective Date. The effective date of the Plan shall be the date that this Plan is approved by the shareholders of the Company.

Purpose from Incentive Plan

Purpose. The purpose of the IntercontinentalExchange, Inc. 2013 Omnibus Employee Incentive Plan is to attract, retain and motivate officers and key employees (including prospective employees), consultants and others who may perform services for the Company (as hereinafter defined), to compensate them for their contributions to the long-term growth and profits of the Company and to encourage them to acquire a proprietary interest in the success of the Company. This 2013 Omnibus Employee Incentive Plan replaces the Companys 2009 Omnibus Incentive Plan, which was approved by the Companys stockholders at the 2009 Annual Meeting of Stockholders on May 14, 2009 (the Prior Plan) (which in turn replaced the Companys 2005 Equity Incentive Plan, the Companys 2004 Restricted Stock Plan, the Companys 2000 Stock Option Plan and the Creditex 1999 Stock Option/Stock Incentive Plan), as amended to the Effective Date (as hereinafter defined), for Awards (as hereinafter defined) granted on or after the Effective Date. Awards may not be granted under the Prior Plan beginning on the Effective Date, but this 2013 Omnibus Employee Incentive Plan will not affect the terms or conditions of any equity award grants under the Prior Plan (or any predecessor plans) before the Effective Date.