Appendix A
DUPONT DE NEMOURS, INC.
2020 EQUITY AND INCENTIVE PLAN
Section 1. Purpose of Plan.
The purposes of this DuPont de Nemours, Inc. 2020 Equity and Incentive Plan (as amended from time to time, the Plan) are to
(a) provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (b) strengthen the
commitment of such individuals to the Company and its Affiliates, (c) motivate those individuals to faithfully and diligently perform their responsibilities and (d) attract and retain competent and dedicated individuals whose efforts will
result in the long-term growth and profitability of the Company. To accomplish these various purposes, the Plan provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares, Restricted Stock Units, Share Bonuses, Other
Share-Based Awards, Cash Awards or any combination of the foregoing.
Section 2. Definitions.
For purposes of the Plan, the following capitalized terms shall be defined as set forth below:
(a) Administrator means the Board, or, if and to the extent the Board does not administer the Plan,
the Committee in accordance with Section 3 hereof.
(b) Affiliate means a Person that
directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.
(c) Applicable Laws means the applicable requirements under U.S. federal and state corporate laws,
U.S. federal and state securities laws, including the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan,
all as are in effect from time to time.
(d) Authorized Officer has the meaning set forth in
Section 3(c) hereof.
(e) Award means any Option, Share Appreciation Right, Restricted
Share, Restricted Stock Unit, Share Bonus, Other Share-Based Award or Cash Award granted under the Plan.
(f) Award Agreement means any written agreement, contract or other instrument or document evidencing
an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.
(g) Base Price has the meaning set forth in Section 8(b) hereof.
(h) Beneficial Owner (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.
(i) Board means the Board of
Directors of the Company.
(j) Bylaws mean the bylaws of the Company, as may be amended and/or
restated from time to time.
(k) Cash Award means an Award granted pursuant to Section 12
hereof.
(l) Cause shall have the meaning set forth in the Participants employment or
other agreement with the Company, any Subsidiary or any Affiliate, if any, provided that if the Participant is not a party to any such employment or other agreement or such employment or other agreement does not
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