Current Report (SEC Filing - 8-K)

/$ParticipantName$/ ('Key Employee' or 'Grantee')

Award Type

Date of Grant of Award

# of Options /

Shares / Target

Opportunity

Exercise Price

Vesting Date

Terms of Award. See Appendix A to this Notice.

Impact of Termination of Employment. See Appendix B to this Notice.

Performance Objectives:

Fractional Units will be subject to rounding conventions adopted by the Company from time to time; provided that in no event will the total Shares issued exceed the total Share Units granted under the award.

Miscellaneous Provisions:

Forfeiture. All Awards are subject to forfeiture as provided in Appendix C, 'Harmful Activity.'

No Employment Contract. Nothing contained in this Notice shall confer upon you any right with respect to continuance of employment by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate your employment or adjust your compensation.

Relation to Other Benefits. Any economic or other benefit to you under this Notice or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement, life insurance or other benefit or compensation plan maintained by the Company or a subsidiary unless expressly provided for in the respective plans.

Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the awards; provided that, notwithstanding any other provision of this Notice, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any shares pursuant to this Notice if the delivery thereof would result in a violation of any such law or listing requirement.

Amendments. Subject to the terms of the Plan, the Compensation Committee may modify this Notice upon written notice to you. Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Notice shall adversely affect your rights under this Notice without your consent unless the Compensation Committee determines, in good faith, that such amendment is required for the Notice to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

Severability. In the event that one or more of the provisions of this Notice shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

Relation to Plan. This Notice (along with Appendices A, B and C) is subject to the terms and conditions of the Plan and, together with the Plan, contain the entire understanding of the parties with respect to the subject matter contained in this Notice, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Notice and the Plan, the Plan shall govern. Capitalized terms used herein (and the related Appendices A, B and C) without definition shall have the meanings assigned to them in the Plan. The Plan may be viewed online in the Grant Documents section. The Plan and a Plan Summary may be viewed at SIAP Plan Documents.

Successors and Assigns. The provisions of this Notice shall inure to the benefit of, and be binding upon your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company.

Governing Law. The interpretation, performance, and enforcement of this Notice shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

Electronic Delivery. You hereby consent and agree to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, grant or award notifications, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. You have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. You also hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that your electronic response or signature is the same as, and shall have the same force and effect as your manual signature.

Tax Withholding. To the extent the Company or any subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with a Stock Option exercise, the vesting of Restricted Shares or the vesting or settlement of Restricted Share Units or Performance Share Units, then the Company or subsidiary (as applicable) shall retain a number of shares otherwise deliverable or vested with a value equal to the required withholding (based on the Fair Market Value of the shares on the applicable date); provided that in no event shall the value of the shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact.

FY20___ Key Employee Stock Option Award

To the extent that the Stock Option becomes vested and exercisable, it may be exercised in whole or in part from time to time by written notice to the Company or its designee stating the number of shares for which the Stock Option is being exercised, the intended manner of payment to cover the exercise price, taxes or any brokerage fees or commissions, and such other provisions as may be required by the Company or its designee. The vested Stock Option may be exercised prior to its expiration date, during the lifetime of the Key Employee, only by the Key Employee, or in the event of his or her legal incapacity, by his or her guardian or legal representative acting on behalf of the Key Employee in a fiduciary capacity under state law and court supervision. If the Key Employee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration) by the personal representative of the Key Employee or by any person who has acquired this Stock Option directly from the Key Employee by will, bequest or inheritance but only to the extent that the Stock Option was vested and exercisable upon the Key Employee's death.

The exercise price and taxes due as a consequence of the exercise are payable (i) in cash or by certified or cashier's check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of vested shares (including by attestation) owned by the Key Employee having an aggregate Fair Market Value at the time of exercise equal to the total exercise price, (iii) by a reduction in the number of Common Shares to be received upon exercise of the Stock Option (in which case shares may be reduced only to satisfy the minimum withholding tax required by federal, state and local authorities, unless otherwise determined by the Compensation Committee, or (iv) by a combination of these methods.

FY20___ Key Employee Stock Option Award

All Non-Qualified Stock Options shall be transferable and such options may be exercised by the transferee; provided, however, that (i) Non-Qualified Stock Options shall only be transferable to Family Members, trusts with third party trustees and for the sole benefit of Family Member beneficiaries, partnerships whose only partners are Family Members, and organizations exempt from income tax under §501(c)(3) of the Internal Revenue Code (provided, in this latter case, that all transferred Non-Qualified Stock Options must be vested); (ii) any such transfer must be without consideration (except when required by court order); (iii) once transferred, Non-Qualified Stock Options may not be further transferred by the transferee, except (a) by will or the laws of descent and distribution or (b) for a transfer by a trust or a partnership to a trust beneficiary or a partner, respectively; and (iv) the Company receives a copy of the document deemed necessary by the Compensation Committee establishing the validity of the transfer and requiring the transferee to accept and comply with the terms and conditions of the Non-Qualified Stock Option, the applicable Plan and any related Compensation Committee rules.

'Family Members' shall include children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, siblings, mothers-in-law,fathers-in-law,sons-in-law,daughters-in-law,brothers-in-law,sisters-in-law, nieces or nephews, including adoptive relationships.

In the event a Stock Option has been transferred, a Key Employee will be obligated to pay, on the date of exercise, all taxes associated with the exercise of the Stock Option. If the Key Employee fails to so pay all taxes associated with the exercise, such taxes will be paid by reducing the number of Common Shares to be received upon exercise.

FY20____ Key Employee Restricted Share Unit Award

FY20____ Key Employee Restricted Share Unit Award

FY20___ - FY 20___ Key Employee Performance Share Unit Incentive Award

Reason for Termination

Impact of Termination

DEATH & DISABILITY¹

Stock Options

Restricted Share Units

Performance Share Units ²

Reason for Termination

Impact of Termination

NORMAL RETIREMENT ³

Stock Options

Restricted Share Units

Performance Share Units ²

Awards made less than 12 months prior to termination date are forfeited;

Vesting continues for all other unvested stock options.

Awards made less than 12 months prior to termination date are forfeited;

All other unvested Restricted Share Units at the time of retirement will become vested and transferable, subject to the consent of the Compensation Committee.

Reason for Termination

Impact of Termination

EARLY RETIREMENT⁴

Stock Options

Restricted Share Units

Performance Share Units ²

Awards made less than 12 months prior to termination date are forfeited;

Vesting continues for all other unvested stock options.

Awards made less than 12 months prior to termination date are forfeited;

For all other unvested Restricted Share Units at the time of retirement, a pro-rated number of such unvested Restricted Share Units will become vested, subject to the consent of the Compensation Committee, in an amount equal to the product of (i) the total number of shares of Restricted Share Units multiplied by (ii) a fraction the numerator of which is the number of full months that have elapsed since the date of award and the denominator of which is the number of full months of the full restriction period (rounded to the nearest whole number).

The Compensation Committee may, in its discretion, waive the forfeiture of any or all such remaining Restricted Share Units.

Reason for Termination

Impact of Termination

VOLUNTARY RESIGNATION OR
INVOLUNTARY TERMINATION

(other than a violation of the
Company's

Code of Ethics and Business Conduct)

Stock Options

Restricted Share Units

Performance Share Units ²

INVOLUNTARY TERMINATION
DUE TO A VIOLATION

OF THE COMPANY'S CODE OF
ETHICS

AND BUSINESS CONDUCT

Stock Options

Restricted Share Units

Performance Share Units ²

Death and Disability: defined as a physical or mental impairment, due to accident or illness that renders a Key Employee incapable of performing the duties of their normal occupation, as determined by management. Management may, in its discretion, require that the existence of the disability be verified by a physician approved by management.

Achievement of performance levels will be verified by the Compensation Committee and payouts, if any, will be remitted following the conclusion of a performance period.

Normal Retirement is defined as at or after age 65 and with no less than 5 years of service as determined by the Company.

Early Retirement is defined as no earlier than age 55 but before age 65 and with no less than 5 years of service as determined by the Company.

Use, publish, sell, trade or otherwise disclose Non-Public Information (defined below) of the Company unless such prohibited activity was inadvertent, done in good faith and did not cause significant harm to the Company;

After written notice from the Company, fail to return to the Company any document, data, or thing in Key Employee's possession or to which Key Employee has access that may involve Non-Public Information of the Company;

After notice from the Company, fail to assign to the Company all right, title, and interest in and to any confidential or non-confidential Intellectual Property which Key Employee created, in whole or in part, during employment with the Company, including, without limitation, copyrights, trademarks, service marks, and patents in or to (or associated with) such Intellectual Property;

After notice from the Company, fail to agree to do any acts and sign any document reasonably requested by the Company to assign and convey all right, title, and interest in and to any confidential or non-confidential Intellectual Property which Key Employee created, in whole or in part, during employment with the Company, including, without limitation, the signing of patent applications and assignments thereof;

Upon Key Employee's own behalf or upon behalf of any other person or entity that competes or plans to compete with the Company, solicit or entice for employment or hire any employee of the Company;

Upon Key Employee's own behalf or upon behalf of any other person or entity that competes or plans to compete with the Company, call upon, solicit, or do business with (other than business which does not compete with any business conducted by the Company) any customer of the Company that Key Employee called upon, solicited, interacted with, or became acquainted with, or learned of through access to information (whether or not such information is or was non-public) while employed at the Company unless such prohibited activity was inadvertent, done in good faith, and did not involve a customer whom a Key Employee should have reasonably known was a customer of the Company;

Upon Key Employee's own behalf or upon the behalf of any other person or entity that competes or plans to compete with the Company, engage in any business activity in competition with the Company in the same or a closely related activity that Key Employee was engaged in for the Company during the one-year period prior to the termination of employment;

Engage in behavior that violates any non-competition provision of an agreement between Key Employee and the Company; or

Engage in behavior that violates the Company's Code of Ethics and Business Conduct.