AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE COMPENSATION PLAN
1. Purpose. The purpose of this Plan is to attract and retain non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance.
2. Definitions. As used in this Plan:
(a) Appreciation Right means a right granted pursuant to Section 5 of this Plan.
(b) Base Price means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.
(c) Board means the Board of Directors of the Company.
(d) Cash Incentive Award means a cash award granted pursuant to Section 8 of this Plan.
(e) Cause shall, with respect to any Participant, have the equivalent meaning (or the same meaning as cause or for cause) set forth in any employment, consulting, change in control or other agreement for the performance of services between the Participant and the Company or a Subsidiary or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the Participants willful, material, and irreparable breach of any employment, consulting, change in control or other agreement between the Participant and the Company or a Subsidiary, (ii) the Participants gross negligence in the performance or intentional nonperformance (continuing for thirty (30) days after receipt of written notice of need to cure) of any of the Participants material duties and responsibilities to the Company, (iii) the Participants willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company, (iv) the Participants indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company, or (v) a confirmed positive illegal drug test. The good faith determination by the Committee of whether the Participants employment or service was terminated by the Company (or a Subsidiary) for Cause shall be final and binding for all purposes hereunder.
(f) Change in Control has the meaning set forth in Section 12 of this Plan.
(g) Code means the Internal Revenue Code of 1986, as amended from time to time.
(h) Committee means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan, and to the extent of any delegation by the Committee to a subcommittee pursuant to Section 10 of this Plan, such subcommittee.
(i) Common Stock means the common stock, par value $0.001 per share, of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.
(j) Company means Synaptics Incorporated, a Delaware corporation, and its successors.
(k) Date of Grant means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).