Substitute Awards shall be granted in accordance with procedures complying with Section 409A of the Code and the regulations “Replacement VS Awards” (as defined under the Employee Matters Agreement) granted pursuant to Section 8.05(a) of the Employee Pursuant to Section 8.01, 8.02 or 8.03 of the Employee Matters Agreement or (iii) “ Replacement Awards,” which are Under an L Brands Equity Plan (as defined in the Employee Matters Agreement) that are converted into Awards with respect to shares of In addition,Īwards may be granted as (i) “ Substitute Awards,” which are Awards granted in assumption of, or in substitution for,Īny outstanding awards previously granted by a company acquired by the Company (or a subsidiary or affiliate thereof) or with which theĬompany (or a subsidiary or affiliate thereof) combines, (ii) “ Converted Awards”, which are awards originally granted Shares of unrestricted Common Stock (“ Unrestricted Shares”), as described in Article XIII. (“ Nontandem Stock Appreciation Rights”); 4) shares of Common Stock which are subject to certain restrictionsĪs provided in Article X (“ Restricted Shares”); 5) units representing shares of Common Stock whichĪre restricted as provided in Article XI (“ Restricted Share Units” or “ RSUs”);Ħ) units representing shares of Common Stock, as described in Article XII (“ Performance Units”), and 7) VII, which may be awarded either in tandem with Options (“ Tandem Stock Appreciation Rights”) or on a stand-alone basis Nonstatutory Stock Options); 3) stock appreciation rights (“ Stock Appreciation Rights”), as described in Article Stock Options”) (unless otherwise indicated, references in the Plan to Options shall include both Incentive Stock Options and Stock Options”) meeting the requirements of Section 422 of the Code; 2) nonstatutory stock options (“ Nonstatutory Awards under the Plan may be granted in any one or all of the following forms: 1) incentive stock options (“ Incentive Unless otherwise defined elsewhere in the Plan, all capitalized terms used in the Plan shall have the meanings setįorm of Awards. Objectives by offering eligible associates, consultants and other advisors the opportunity to acquire stock ownership interests in theĬompany, and other rights with respect to stock of the Company, and to thereby provide them with incentives to put forth maximum effortįor the success of the Company and its subsidiaries.ĭefinitions. The Plan is expected to contribute to the attainment of these In order to serve the best interests of the Company and its stockholders. Other advisors, for itself and its subsidiaries and affiliates and to encourage the highest level of performance by such individuals The Company desires to attract and retain the best available executive and key management associates, consultants and 2021 Stock Option and Performance Incentive Plan” This stock incentive plan known as the “Victoria’s Secret & Co. Effective on J(the “ Effective Date”), Victoria’s Secret & Co., a Delaware corporation (including any successor in name or interest thereto, the “ Company”), hereby establishes 2021 STOCK OPTION AND PERFORMANCE INCENTIVE PLANĮstablishment and Effective Date.
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