Committee Uses in Purpose Clause

Purpose from Stock Incentive Plan

Purpose. The purpose of this Dole Food Company, Inc. 2017 Stock Incentive Plan is to advance the interests of Dole Food Company, Inc. and its Subsidiaries by stimulating the efforts of employees, officers, and non-employee directors, in each case who are selected to be participants, by heightening the desire of such persons to continue working toward and contributing to the success and progress of the Company. The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock Units and Restricted Stock, any of which may be performance-based, and for Incentive Bonuses, which may be performance-based and may be paid in cash or stock or a combination thereof, as determined by the Committee.

Purpose

The following Compensation Committee Charter (the "Charter") was adopted by the Board of Directors (the "Board") of Bison Capital Acquisition Corp., a British Virgin Islands company (the "Company").

Purpose. In addition to such other duties as may be assigned to the Committee by the Board from time to time, the purpose of the Committee is to represent and assist the Board in (a) discharging its responsibilities for approving and evaluating the officer compensation plans, policies and programs of the Company, (b) reviewing and recommending to the Board regarding compensation to be provided to the Company's employees and directors, and (c) implementing and administering the equity compensation plans of the Company. The Committee shall ensure that the Company's compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company's shareholders.

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

Purpose. The Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan (the "Incentive Plan") is intended to satisfy the applicable provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Incentive Plan shall be administered by the Committee (organization) values">Compensation and Organization Committee (the "Committee") of the Board of Directors of Abercrombie & Fitch Co. (the "Company"), which is intended to consist solely of "outside directors" as such term is defined in Section 162(m) of the Code. The Committee shall select those key executives of the Company with significant operating and financial responsibility and who are likely to be "covered employees" (within the meaning of Section 162(m) of the Code) at the time of settlement of an Award, to be eligible to earn long-term cash incentive compensation payments to be paid under the Incentive Plan. In addition, all associates of the Company selected to participate for a given Performance Period shall be eligible to earn cash incentive compensation under the Incentive Plan.

Purpose from Compensation Committee Charter

The following Compensation Committee Charter (the "Charter") was adopted by the Board of Directors (the "Board") of Constellation Alpha Capital Corp., a British Virgin Islands company (the "Company").

Purpose. In addition to such other duties as may be assigned to the Committee by the Board from time to time, the purpose of the Committee is to represent and assist the Board in (a) discharging its responsibilities for approving and evaluating the officer compensation plans, policies and programs of the Company, (b) reviewing and recommending to the Board regarding compensation to be provided to the Company's employees and directors, and (c) implementing and administering the equity compensation plans of the Company. The Committee shall ensure that the Company's compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company's shareholders.

Purpose

The following Compensation Committee Charter (the "Charter") was adopted by the Board of Directors (the "Board") of Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Company") on the date indicated above.

Purpose. In addition to such other duties as may be assigned to the Committee by the Board from time to time, the purpose of the Committee is to represent and assist the Board in (a) discharging its responsibilities for approving and evaluating the officer compensation plans, policies and programs of the Company, (b) reviewing and recommending to the Board regarding compensation to be provided to the Company's employees and directors, and (c) administering the equity compensation plans of the Company. The Committee shall ensure that the Company's compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company's stockholders.

Purpose from Long Term Incentive Plan

Purpose. The purpose of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the Plan) is to provide a means through which (a) Ranger Energy Services, Inc., a Delaware corporation (the Company), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion.

Purpose from Long Term Incentive Plan

Purpose. The purpose of the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the Plan) is to provide a means through which (a) Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the Company), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion.

Purpose from Bonus Program

Purpose. This Rayonier Annual Bonus Program ("Bonus Program") is adopted pursuant to the Rayonier Non-Equity Incentive Plan (the "Plan") and is the vehicle through which the Committee (organization) values">Compensation and Management Development Committee (the "Committee") of the Rayonier Board of Directors will make awards to key personnel that have an impact on the Company's achievement of annual or other short-term Performance Objectives. The Bonus Program is effective for Performance Periods designated by the Committee until such time as the Bonus Program is modified or terminated.

Purpose

Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.'s ("AAWW") 2016 Incentive Plan, as amended (the "Plan"). The Program shall be treated for all purposes as a sub-plan or arrangement for the grant of Cash Awards under the Plan. Awards under the Program are intended to qualify for the performance-based compensation exception to the limitations on tax deductibility imposed by Section 162(m) of the Code and together with the applicable terms of the Plan and Program shall be construed accordingly. The Program shall be effective as of January 1, 2017, and shall be applicable for the 2017 Program Year and subsequent Program Years during the continuance of the Plan unless amended or terminated by the Committee pursuant to Section 10. Capitalized terms not defined herein shall have the meanings given in the Plan.