United Kingdom Uses in Purpose Clause

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 (organization) values">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

Purpose. Pursuant to the powers granted by the Administrator in Section 4.5(d) of the Medpace Holdings, Inc., 2016 Incentive Award Plan (as it may be amended or restated from time to time, the Plan), the Administrator has adopted this UK Sub-Plan (the Sub-Plan). The purpose of the Sub-Plan is to promote the success and enhance the value of Medpace Holdings, Inc., (the Company), by linking the individual interests of Employees, to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Sub-Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Employees upon whose judgment, interest, and special effort the successful conduct of the Companys operation is largely dependent. The Sub-Plan forms the rules of the employee share scheme applicable to the United Kingdom based Employees of the Company and any Subsidiaries. All Awards granted to Employees of the Company or any Subsidiaries who are based in the United Kingdom will be granted on similar terms. Other service providers who are not Employees (such as Consultants or Non-Employee Directors) are not eligible to receive Awards and become participants pursuant to this Sub-Plan.

PURPOSE from Equity Incentive Plan

PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Companys future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section 22 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be 1 On April 2, 2006, 588,235 shares of Common Stock were reserved for issuance upon adoption of the Plan. On November 8, 2006, the Plan was amended to increase the number of shares available for grant by 547,304 shares, for a total of 1,135,539 shares of Common Stock reserved for issuance thereunder. On September 9, 2007, the Plan was amended to reserve an additional 569,283 shares, for an aggregate total of 1,704,822 shares of Common Stock reserved for issuance thereunder. On December 18, 2008, the Plan was amended to reserve an additional 1,253,042 shares, for an aggregate total of 2,957,864 shares of Common Stock reserved for issuance thereunder. On April 10, 2009, the Plan was amended to reserve an additional 300,388 shares, for an aggregate total of 3,258,252 shares of Common Stock reserved for issuance thereunder. On December 2, 2009, the Plan was amended to include Addendum A (Applicable to Certain Options Granted Participants in the United Kingdom). On April 29, 2010, the Plan was amended to reserve an additional 485,435 shares, for an aggregate total of 3,743,687 shares of Common Stock reserved for issuance thereunder. In addition, Section 5.4 of the Plan was amended and restated in its entirety to allow the Committee to grant to certain service providers of the Company who are non-US taxpayers and who reside in the United Kingdom, options to purchase the Companys Common Stock with an exercise price that is less than eighty-five percent (85%) of the then current fair market value of the Companys Common Stock. On January 28, 2011, the Plan was amended to reserve an additional 1,024,377 shares, for an aggregate total of 4,768,064 shares of Common Stock reserved for issuance thereunder. On March 28, 2011, the Plan was amended to reserve an additional 671,095 shares, for an aggregate total of 5,439,159 shares of Common Stock reserved for issuance thereunder. On January 23, 2012, the Plan was amended to reserve an additional 132,285 shares, for an aggregate total of 5,571,444 shares of Common Stock reserved for issuance thereunder. On March 28, 2012, the Plan was amended to reserve an additional 761,536 shares, for an aggregate total of 6,332,980 shares of Common Stock reserved for issuance thereunder. On November 10, 2012, the Plan was amended to reserve an additional 872,000 shares, for an aggregate total of 7,204,980 shares of Common Stock reserved for issuance thereunder. On November 21, 2012, the Plan was amended to reserve an additional 7,967 shares, for an aggregate total of 7,212,947 shares of Common Stock reserved for issuance thereunder. On January 24, 2013, the Plan was amended to reserve an additional 500,000 shares for an aggregate total of 7,712,947 shares of Common Stock reserved for issuance thereunder. made pursuant to this plan which do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code. Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply if the Committee so provides.

PURPOSE from Equity Incentive Plan

PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Companys future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section 22 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be 1 On April 2, 2006, 588,235 shares of Common Stock were reserved for issuance upon adoption of the Plan. On November 8, 2006, the Plan was amended to increase the number of shares available for grant by 547,304 shares, for a total of 1,135,539 shares of Common Stock reserved for issuance thereunder. On September 9, 2007, the Plan was amended to reserve an additional 569,283 shares, for an aggregate total of 1,704,822 shares of Common Stock reserved for issuance thereunder. On December 18, 2008, the Plan was amended to reserve an additional 1,253,042 shares, for an aggregate total of 2,957,864 shares of Common Stock reserved for issuance thereunder. On April 10, 2009, the Plan was amended to reserve an additional 300,388 shares, for an aggregate total of 3,258,252 shares of Common Stock reserved for issuance thereunder. On December 2, 2009, the Plan was amended to include Addendum A (Applicable to Certain Options Granted Participants in the United Kingdom). On April 29, 2010, the Plan was amended to reserve an additional 485,435 shares, for an aggregate total of 3,743,687 shares of Common Stock reserved for issuance thereunder. In addition, Section 5.4 of the Plan was amended and restated in its entirety to allow the Committee to grant to certain service providers of the Company who are non-US taxpayers and who reside in the United Kingdom, options to purchase the Companys Common Stock with an exercise price that is less than eighty-five percent (85%) of the then current fair market value of the Companys Common Stock. On January 28, 2011, the Plan was amended to reserve an additional 1,024,377 shares, for an aggregate total of 4,768,064 shares of Common Stock reserved for issuance thereunder. On March 28, 2011, the Plan was amended to reserve an additional 671,095 shares, for an aggregate total of 5,439,159 shares of Common Stock reserved for issuance thereunder. On January 23, 2012, the Plan was amended to reserve an additional 132,285 shares, for an aggregate total of 5,571,444 shares of Common Stock reserved for issuance thereunder. On March 28, 2012, the Plan was amended to reserve an additional 761,536 shares, for an aggregate total of 6,332,980 shares of Common Stock reserved for issuance thereunder. On November 10, 2012, the Plan was amended to reserve an additional 872,000 shares, for an aggregate total of 7,204,980 shares of Common Stock reserved for issuance thereunder. On November 21, 2012, the Plan was amended to reserve an additional 7,967 shares, for an aggregate total of 7,212,947 shares of Common Stock reserved for issuance thereunder. made pursuant to this plan which do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code. Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply if the Committee so provides.

Purpose from Incentive Plan

This Sub-Plan, adopted under The Scotts Miracle-Gro Company Long-Term Incentive Plan (the Plan), is made as of the 30th day of October, 2007, pursuant to resolutions adopted by the Compensation and Organization Committee of the Board of The Scotts Miracle-Gro Company (the Company), and the provisions of Article 21.9 of the Plan.

Purpose. The purpose of this Sub-Plan is primarily to amend those provisions of the Plan which are required to be amended in order: (a) for grants made under the Plan, and communications concerning those grants, to be exempt from provisions of the United Kingdom Financial Services (organization) values">United Kingdom Financial Services and Markets Act 2000; and (b) to take account of United Kingdom tax treatment; with respect solely to grants made to officers and employees of the Company or one of its Subsidiaries who are residents of the United Kingdom. This Sub-Plan shall not apply to any other grants made under the Plan. 2. Restricted Availability of Grants. Any grants made pursuant to this Sub-Plan shall be made only to officers and employees of the Company or one of its Subsidiaries who are residents of the United Kingdom. 3. Restricted Delivery of Awards. Any payments made pursuant to this Sub-Plan shall be made only in common shares of the Company. For the avoidance of doubt, and without limitation, dividend equivalents granted pursuant to Article 14 of the Plan may be delivered only in Shares and no earlier than the Shares to which they relate are delivered under the Award. 4. Restricted Beneficiary Designation. For purposes of grants made pursuant to this Sub-Plan, the persons to whom any benefit may be designated under Article 15 of the Plan shall be limited to a Participants children and step-children under the age of eighteen, spouses and surviving spouses and civil partners (within the meaning of the United Kingdom Civil Partnerships (organization) values">United Kingdom Civil Partnerships Act 2004) and surviving partners. 5. Inapplicability of Certain Provisions of Plan. For purposes of grants made pursuant to this Sub-Plan, the entireties of Articles 7 and 13 of the Plan are not applicable to said grants. 6. Modification of Certain Provisions of Plan. For purposes of grants made pursuant to this Sub-Plan:

Purpose from Stock Incentive Plan

Purpose. This 2005 Stock Incentive Plan (the Plan) is intended to provide incentives: (a) to the officers and other employees of Gomez, Inc., a Delaware corporation (the Company), and any present or future parent or subsidiaries of the Company (collectively, Related Corporations) by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as incentive stock options under Section 422(b) of the U.S. Internal Revenue Code of 1986, as amended (the Code) (ISO or ISOs), or, for any officers or other employees in the United Kingdom, with enterprise management incentive options in accordance with Schedule 5 of the U.K. Income Tax (Earnings and Pensions) Act 2003, as amended (the Income Tax Act) (EMI or EMIs); (b) to directors, officers, employees, consultants and advisors of the Company and Related Corporations by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as ISOs (Non-Qualified Option or Non- Qualified Options); (c) to directors, officers, employees, consultants and advisors of the Company and Related Corporations by providing them with opportunities to receive awards of stock in the Company whether such stock awards are in the form of bonus shares, deferred stock awards, or of performance share awards (Awards); and (d) to directors, officers, employees, consultants and advisors of the Company and Related Corporations by providing them with opportunities to make direct purchases of restricted stock in the Company (Restricted Stock Purchases). Both ISOs and Non-Qualified Options are referred to hereafter individually as an Option and collectively as Options. Options, Awards and authorizations to make Restricted Stock Purchases are referred to hereafter individually as a Stock Right and collectively as Stock Rights. As used herein, the terms parent and subsidiary mean parent corporation and subsidiary corporation, respectively, as those terms are defined in Section 424 of the Code.