THIRD AMENDMENT TO
MASTECH DIGITAL, INC.
STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED)
WHEREAS, Mastech Digital, Inc., a Pennsylvania corporation (the Company), maintains the Mastech Digital, Inc. Stock Incentive Plan, as amended (the Plan);
WHEREAS, the Plan was originally effective as of October 1, 2008, was amended and restated effective as of May 14, 2014, and was further amended on May 18, 2016 and May 18, 2018;
WHEREAS, Section 17 of the Plan provides that the Board of Directors (the Board) of the Company may amend the Plan subject to certain limitations;
WHEREAS, the Plan currently authorizes the issuance of up to 3,600,000 shares of common stock, par value $.01 per share, of the Company (Stock) (with such amount reflecting the August 2018 two-for-one stock split of the Companys common stock) and the Board has resolved that it is in the best interest of the Company and its shareholders to amend the Plan to increase the number of shares of Stock that may be issued pursuant to the Plan by 300,000 shares; and
WHEREAS, the requisite shareholders of the Company have approved the foregoing amendment.
NOW, THEREFORE, the Plan is amended in the following respects:
1. The first sentence of Section 5 of the Plan shall be deleted in its entirety and replaced with the following:
Shares Subject to the Plan. The number of shares of Stock which may be issued pursuant to the Plan shall be 3,900,000 shares, subject to adjustment as provided in Section 14.
2. Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.
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