Exhibit
10.9


 


Wayne Farms, Inc. Management Incentive
Plan


 


1. Purpose. The Wayne Farms, Inc. Management
Incentive Plan (the “Plan”) is intended to help Wayne Farms, Inc., a Delaware corporation (including
any successor thereto, the “Company”) and its Affiliates (i) attract and retain key personnel by providing
them the opportunity to acquire an equity interest in the Company or other incentive compensation measured by reference to the
value of Common Stock and (ii) align the interests of key personnel with those of the Company’s shareholders.


 


2. Effective Date; Duration. The Plan
shall be effective as of [_______],
 2015 (the “Effective Date”). The expiration date of the Plan, on
and after which date no Awards may be granted, shall be the tenth anniversary of the Effective Date; provided, however,
that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply
to such Awards.


 


3. Definitions. The following definitions
shall apply throughout the Plan.


 


(a) “Affiliate” means
(i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or
(ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control”
(including, with correlative meaning, the terms ” controlled by” and “under common control with”), as applied
to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.


 


(b) “Award” means, individually
or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Other Stock-Based Award and/or Performance Compensation Award granted under the Plan.


 


(c) “Beneficial Ownership”
has the meaning set forth in Rule 13d-3 promulgated under Section 13 of the Exchange Act.


 


(d) “Board” means the
Board of Directors of the Company.


 


(e) “Cause” means, in
the case of a particular Award, unless the applicable Award agreement states otherwise, the Company or an Affiliate having “cause”
to terminate the Participant’s employment or service, (i) as such term is defined in any employment, consulting, change-in-control,
severance or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination
or (ii) in the absence of any such employment, consulting, change-in-control, severance or any other agreement (or the absence
of any definition of “cause” or term of similar import therein), due to the Participant’s (A) willful misconduct
or gross neglect of his duties; (B) having engaged in conduct harmful (whether financially, reputationally or otherwise) to the
Company or an Affiliate; (C) failure or refusal to perform his duties; (D) conviction of, or guilty or no contest plea to, a felony
or any crime involving dishonesty or moral turpitude; (E) willful violation of the written policies of the Company or an Affiliate;
(F) misappropriation or misuse of Company or Affiliate funds or property or other act of personal dishonesty in connection with
his employment; or (G) willful breach of fiduciary duty. The determination of whether Cause exists shall be made by the Committee
in its sole discretion.


 


(f) “Change in Control”
shall, in the case of a particular Award, unless the applicable Award agreement (or any employment, consulting, change-in-control,
severance or other agreement between the Participant and the Company or an Affiliate) states otherwise, be deemed to occur upon
any of the following events:






    	 



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(i) the acquisition by any Person
of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, including
Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of
any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”); or (B) the combined
voting power of the then outstanding voting securities of the Company entitled to vote in the election of directors (the “Outstanding
Company Voting Securities”); but excluding any acquisition by the Company or any of its Affiliates, or by the Investor,
its Permitted Transferees or any of their respective Affiliates or by any employee benefit plan sponsored or maintained by the
Company or any of its Affiliates;


 


(ii) a change in the composition
of the Board such that members of the Board during any consecutive 12-month period (the “Incumbent Directors”)
cease to constitute a majority of the Board. Any person becoming a director through election or nomination for election approved
by a valid vote of at least two-thirds of the Incumbent Directors shall be deemed an Incumbent Director; provided, however,
that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule
14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies
or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;


 


(iii) the approval by the shareholders
of the Company of a plan of complete dissolution or liquidation of the Company; or


 


(iv) the consummation of a reorganization,
recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company
(a “Business Combination”), or sale, transfer or other disposition of all or substantially all of the
business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless
immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting from
such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such
Sale (in either case, the “Surviving Company”), or the ultimate parent entity that has Beneficial Ownership
of sufficient voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company
(the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding
immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding
Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders
thereof immediately prior to the Business Combination or Sale, (B) no Person (other than any employee benefit plan sponsored or
maintained by the Surviving Company or the Parent Company), is or becomes the beneficial owner, directly or indirectly, of 50%
or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or
the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (C) at least
a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no
Parent Company, the Surviving Company) following the consummation of the Business Combination or Sale were Board members at the
time of the Board’s approval of the execution of the initial agreement providing for such Business Combination or Sale.






    	 



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(g) “Class A Common Stock”
means the Class A common stock of the Company, par value $0.00001 per share (and any stock or other securities into which such
common shares may be converted or into which it may be exchanged).


 


(h) “Code” means the U.S.
Internal Revenue Code of 1986, as amended, and any successor thereto. References to any section of the Code shall be deemed to
include any regulations or other interpretative guidance under such section, and any amendments or successors thereto.


 


(i) “Committee” means
the Compensation Committee of the Board or subcommittee thereof if required with respect to actions taken to obtain the exception
for performance-based compensation under Section 162(m) of the Code or to comply with Rule 16b-3 promulgated under the Exchange
Act in respect of Awards or, if no such Compensation Committee or subcommittee thereof exists, the Board.


 


(j) “Common Stock” means
collectively or individually the Class A Common Stock.


 


(k) “Disability” means
cause for termination of the Participant’s employment or service due to a determination that the Participant is disabled
in accordance with a long-term disability insurance program maintained by the Company or a determination by the U.S. Social Security
Administration that the Participant is totally disabled.


 


(l) “Eligible Person”
means any (i) individual employed by the Company or an Affiliate; provided, however, that no such employee covered
by a collective bargaining agreement shall be an Eligible Person; (ii) director or officer of the Company or an Affiliate; (iii)
consultant or advisor to the Company or an Affiliate who may be offered securities registrable on Form S-8 under the Securities
Act; or (iv) prospective employee, director, officer, consultant or advisor who has accepted an offer of employment or consultancy
from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he begins employment
with or providing services to the Company or its Affiliates.


 


(m) “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto. References to any section of (or rule promulgated
under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or
rule, and any amendments or successors thereto.


 


(n) “Fair Market Value”
means, on a given date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of the Common
Stock reported on such exchange on such date, or, if there is no such sale on that date, then on the last preceding date on which
such a sale was reported; or (ii) if the Common Stock is not listed on any national securities exchange, the amount determined
by the Committee in good faith to be the fair market value of the Common Stock.


 


(o) “Incentive Stock Option”
means an Option which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise
meets the requirements set forth in the Plan.


 


(p) “Investor” means Continental
Grain Company.


 


(q) “NASDAQ” means The
Nasdaq Global Market.


 


(r) “Nonqualified Stock Option”
means an Option which is not designated by the Committee as an Incentive Stock Option.






    	 



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(s) “Option” means an
Award granted under Section 7 of the Plan.


 


(t) “Performance Compensation Award”
means an Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.


 


(u) “Performance Criteria”
shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a
Performance Period with respect to any Performance Compensation Award under the Plan.


 


(v) “Performance Formula”
shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine,
with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or
none of the Performance Compensation Award has been earned for the Performance Period.


 


(w) “Performance Goals”
shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon
the Performance Criteria.


 


(x) “Performance Period”
shall mean the one or more periods of time as the Committee may select, over which the attainment of one or more Performance Goals
will be measured for the purpose of determining the Participant’s right to, and the payment of, a Performance Compensation
Award.


 


(y) “Person” has the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall
not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of Common Stock of the Company.


 


(z) “Restricted Stock”
means an Award of Common Stock, subject to certain specified restrictions, granted under Section 9 of the Plan.


 


(aa) “Restricted Stock Unit”
means an Award of an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property,
subject to certain specified restrictions, granted under Section 9 of the Plan.


 


(bb) “Securities Act”
means the U.S. Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of (or rule
promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under
such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(cc) “Stock Appreciation Right”
or “SAR” means an Award granted under Section 8 of the Plan.


 


4. Administration.


 


(a) The Committee shall administer the Plan,
and shall have the sole and plenary authority to: (i) designate Participants; (ii) determine the type, size, and terms and conditions
of Awards to be granted; (iii) determine the method by which an Award may be settled, exercised, canceled, forfeited, or suspended;
(iv) determine the circumstances under which the delivery of cash, property or other amounts payable with respect to an Award may
be deferred either automatically or at the Participant’s or Committee’s election; (v) interpret and administer, reconcile
any inconsistency in, correct any defect in






    	 



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and/or supply any omission in the Plan and
any Award granted under, the Plan; (vi) establish, amend, suspend, or waive any rules and regulations and appoint such agents as
the Committee shall deem appropriate for the proper administration of the Plan; (vii) accelerate the vesting, delivery or exercisability
of, payment for or lapse of restrictions on, or waive any condition in respect of, Awards; and (viii) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of the Plan or to comply with
any applicable law, including Section 162(m) of the Code. To the extent required to comply with the provisions of Rule 16b-3 promulgated
under the Exchange Act (if applicable and if the Board is not acting as the Committee under the Plan) or necessary to obtain the
exception for performance-based compensation under Section 162(m) of the Code, or any exception or exemption under the rules of
NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, as applicable,
it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan,
be (i) a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and (ii) an “outside
director” within the meaning of Section 162(m) of the Code and/or (iii) an “independent director” under the rules
of NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted (“Eligible
Director”). However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate
any Award granted or action taken by the Committee that is otherwise validly granted or taken under the Plan.


 


(b) The Committee may allocate all or any
portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities
and powers to any person(s) selected by it, except for grants of Awards to persons (i) who are non-employee members of the Board
or otherwise are subject to Section 16 of the Exchange Act or (ii) who are or may reasonably be expected to be “covered employees”
for purposes of Section 162(m) of the Code. Any such allocation or delegation may be revoked by the Committee at any time.


 


(c) As further set forth in Section 15(f)
of the Plan, the Committee shall have the authority to amend the Plan and Awards to the extent necessary to permit participation
in the Plan by Eligible Persons who are located outside of the United States on terms and conditions comparable to those afforded
to Eligible Persons located within the United States; provided, however, that no such action shall be taken without
shareholder approval if such approval is required by applicable law or regulation.


 


(d) Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions regarding the Plan or any Award or any documents
evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.


 


(e) No member of the Board, the Committee
or any employee or agent of the Company (each such person, an “Indemnifiable Person”) shall be liable
for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting
fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against
and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable
Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be involved as
a party, witness or otherwise by reason of any action taken or omitted to be taken or determination made under the Plan or any
Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval (not
to be unreasonably withheld), in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any
such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any
such expenses






    	 



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promptly upon written request (which request
shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined
as provided below that the Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have
the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its
intent to assume the defense, the Company shall have sole control over such defense with counsel of recognized standing of the
Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent
that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable
Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification
claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification
is otherwise prohibited by law or by the Company’s Certificate of Incorporation or By-laws. The foregoing right of indemnification
shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be
entitled under the Company’s Certificate of Incorporation or By-laws, as a matter of law, individual indemnification agreement
or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(f) The Board may at any time and from time
to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority
granted to the Committee under the Plan.


 


5. Grant of Awards; Shares Subject to the
Plan; Limitations.


 


(a) The Committee may grant Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and/or Performance Compensation Awards
to one or more Eligible Persons.


 


(b) Subject to Section 12 of the Plan and
subsection (e) below, the following limitations apply to the grant of Awards: (i) no more than 2,816,406 shares of Class A Common
Stock may be delivered in the aggregate pursuant to Awards granted under the Plan; (ii) no more than 550,000 shares of Class A
Common Stock may be subject to grants of Options or SARs under the Plan to any single Participant during any 12-month period; (iii)
no more than 550,000 shares of Class A Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted
under the Plan; (iv) no more than 550,000 shares of Class A Common Stock may be delivered in respect of Performance Compensation
Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any Participant for a single Performance
Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year), or in
the event such Performance Compensation Award is paid in cash, other securities, other Awards or other property, no more than the
Fair Market Value of 550,000 shares of Class A Common Stock on the last day of the Performance Period to which such Award relates;
(v) the maximum amount that can be paid to any individual Participant for a single fiscal year during a Performance Period (or
with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year) pursuant to a Performance
Compensation Award denominated in cash described in Section 11(a) of the Plan shall be $5,500,000 and (vi) the maximum amount (based
on the fair value of shares of Common Stock on the date of grant as determined in accordance with applicable financial accounting
rules) of Awards that may be granted in any single fiscal year to any non-employee director shall be $200,000.


 


(c) Shares of Common Stock shall be deemed
to have been used in settlement of Awards whether or not they are actually delivered or the Fair Market Value equivalent of such
shares is paid in cash; provided, however, that if shares of Common Stock issued upon exercise, vesting or settlement
of an Award, or shares of Common Stock owned by the Participant are surrendered or tendered to the






    	 



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Company in payment of the Exercise Price or
any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan
and any applicable Award agreement, such surrendered or tendered shares shall again become available for other Awards; provided,
further, that in no event shall such shares increase the number of shares of Common Stock that may be delivered pursuant
to Incentive Stock Options. If and to the extent all or any portion of an Award expires, terminates or is canceled or forfeited
for any reason without the Participant having received any benefit therefrom, the shares covered by such Award or portion thereof
shall again become available for other Awards. For purposes of the foregoing sentence, the Participant shall not be deemed to have
received any “benefit” (i) in the case of forfeited Restricted Stock by reason of having enjoyed voting rights and
dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled by reason of a new Award being granted
in substitution therefor.


 


(d) Shares of Common Stock delivered by the
Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased
on the open market or by private purchase, or a combination of the foregoing.


 


(e) The Committee may grant Awards in assumption
of, or in substitution for, outstanding awards previously granted by the Company or any Affiliate or an entity directly or indirectly
acquired by the Company or with which the Company combines (“Substitute Awards”), and such Substitute
Awards shall not be counted against the aggregate number of shares of Common Stock available for Awards; provided, that
Substitute Awards issued or intended as “incentive stock options” within the meaning of Section 422 of the Code shall
be counted against the aggregate number of Incentive Stock Options available under the Plan.


 


6. Eligibility. Participation shall
be limited to Eligible Persons who have been selected by the Committee and who have entered into an Award agreement with respect
to an Award granted to them under the Plan (each such Eligible Person, a “Participant”).


 


7. Options.


 


(a) Generally. Each Option shall be
subject to the conditions set forth in the Plan and in the Award agreement. All Options granted under the Plan shall be Nonqualified
Stock Options unless the Award agreement expressly states otherwise. Incentive Stock Options shall be granted only subject to and
in compliance with Section 422 of the Code, and only to Eligible Persons who are employees of the Company and its Affiliates and
who are eligible to receive an Incentive Stock Option under the Code. If for any reason an Option intended to be an Incentive Stock
Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such
Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.


 


(b) Exercise Price. The exercise price
(“Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair
Market Value of such share, determined as of the date of grant. Any modification to the Exercise Price of an outstanding Option
shall be subject to the prohibition on repricing set forth in Section 14(b).


 


(c) Vesting, Exercise and Expiration. The Committee shall determine the manner and timing of vesting, exercise and expiration of Options. The period between date
of grant and the scheduled expiration date of the Option (“Option Period”) shall not exceed ten years,
unless the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares
of Common Stock is prohibited by the Company’s securities trading policy or a Company-imposed “blackout period”,
in which case the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition
(so long as such extension shall not violate Section 409A of






    	 



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the Code). The Committee may accelerate the
vesting and/or exercisability of any Option, which acceleration shall not affect any other terms and conditions of such Option.


 


(d) Method of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until the Participant has made payment in
full to the Company of the Exercise Price and an amount equal to any U.S. federal, state and local income and employment taxes
and non-U.S. income and employment taxes, social contributions and any other tax-related items required to be withheld. Options
may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party
administrator) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price and
all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock (or
any combination of the foregoing) valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures
approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual
delivery of such shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or other
security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property
having a Fair Market Value on the date of exercise equal to the Exercise Price and all applicable required withholding taxes; (B)
if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock
otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price
and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding
the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise
Price and all applicable required withholding taxes. Notwithstanding the foregoing, unless otherwise determined by the Committee,
if on the last day of the Option Period, the Fair Market Value exceeds the Exercise Price, the Participant has not exercised the
Option, and the Option has not expired, such Option shall be deemed to have been exercised by the Participant on such last day
by means of a “net exercise” procedure described above. Any fractional shares of Common Stock shall be settled in cash.


 


(e) Notification upon Disqualifying Disposition
of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in
writing immediately after the date he makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of
such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common
Stock before the later of (i) two years after the date of grant of the Incentive Stock Option or (ii) one year after the date of
exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established
by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise
of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instruction
from such Participant as to the sale of such Common Stock.


 


(f) Compliance with Laws, etc. Notwithstanding
the foregoing, in no event shall the Participant be permitted to exercise an Option in a manner which the Committee determines
would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities
and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation service on
which the Common Stock of the Company is listed or quoted.


 


(g) Incentive Stock Option Grants to 10%
Shareholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant
who owns stock






    	 



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representing more than ten percent of the
voting power of all classes of stock of the Company or of a subsidiary or a parent of the Company, the Option Period shall not
exceed five years from the date of grant of such Option and the Option Price shall be at least 110% of the Fair Market Value (on
the date of grant) of the shares subject to the Option.


 


(h) $100,000 Per Year Limitation for Incentive
Stock Options. To the extent the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock
for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans
of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.


 


8. Stock Appreciation Rights (SARs).


 


(a) Generally. Each SAR shall be subject
to the conditions set forth in the Plan and the Award agreement. Any Option granted under the Plan may include a tandem SAR. The
Committee also may award SARs independent of any Option.


 


(b) Strike Price. The strike price
(“Strike Price”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market
Value of such share (determined as of the date of grant); provided, however, that a SAR granted in tandem with (or
in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.
Any modification to the Strike Price of an outstanding SAR shall be subject to the prohibition on repricing set forth in Section
14(b).


 


(c) Vesting and Expiration. A SAR
granted in tandem with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration
provisions as the corresponding Option. A SAR granted independently of an Option shall vest and become exercisable and shall expire
in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years,
as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding
any vesting or exercisability dates set by the Committee, the Committee may accelerate the vesting and/or exercisability of any
SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to vesting and/or exercisability.
If the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s securities
trading policy or a Company-imposed “blackout period”, the SAR Period shall be automatically extended until the 30th
day following the expiration of such prohibition (so long as such extension shall not violate Section 409A of the Code).


 


(d) Method of Exercise. SARs may be
exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator)
in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.
Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an Option, the SAR
Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option
(if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have
been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(e) Payment. Upon the exercise of
a SAR, the Company shall pay to the holder thereof an amount equal to the number of shares subject to the SAR that are being exercised
multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price,
less an amount equal to any U.S. federal, state and local income and employment taxes and






    	 



    		10



    

non-U.S. income and employment taxes, social
contributions and any other tax-related items required to be withheld. The Company shall pay such amount in cash, in shares of
Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of
Common Stock shall be settled in cash.


 


9. Restricted Stock and Restricted Stock
Units.


 


(a) Generally. Each Restricted Stock
and Restricted Stock Unit grant shall be subject to the conditions set forth in the Plan and the Award agreement. The Committee
shall establish restrictions applicable to such Restricted Stock and Restricted Stock Units, including the period over which the
restrictions shall apply (the “Restricted Period”), and the time or times at which Restricted Stock or
Restricted Stock Units shall become vested. The Committee may accelerate the vesting and/or the lapse of any or all of the restrictions
on the Restricted Stock and Restricted Stock Units, which acceleration shall not affect any other terms and conditions of such
Awards. No shares shall be issued at the time an Award of Restricted Stock Units is made, and the Company will not be required
to set aside a fund for the payment of any such Award.


 


(b) Stock Certificates; Escrow or Similar
Arrangement. Upon the grant of Restricted Stock, the Committee shall cause share(s) of Common Stock to be registered in the
name of the Participant and held in book-entry form subject to the Company’s directions. The Committee also may cause a stock
certificate registered in the name of the Participant to be issued. In such event, the Committee may provide that such certificates
shall be held by the Company or in escrow rather than delivered to the Participant pending vesting and release of restrictions,
in which case the Committee may require the Participant to execute and deliver to the Company (i) an escrow agreement satisfactory
to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock.
If the Participant shall fail to execute and deliver the escrow agreement and blank stock power within the amount of time specified
by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the Award agreement,
the Participant shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation
the right to vote such Restricted Stock.


 


(c) Restrictions; Forfeiture. Restricted
Stock and Restricted Stock Units awarded to the Participant shall be subject to forfeiture until the expiration of the Restricted
Period and the attainment of any other vesting criteria established by the Committee, and shall be subject to the restrictions
on transferability set forth in the Award agreement. In the event of any forfeiture, all rights of the Participant to such Restricted
Stock (or as a shareholder with respect thereto), and/or to such Restricted Stock Units, as applicable, including to any dividends
and/or dividend equivalents that may have been accumulated and withheld during the Restricted Period in respect thereof, shall
terminate without further action or obligation on the part of the Company. The Committee shall have the authority to remove any
or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes
in applicable laws or other changes in circumstances arising after the date of grant of the Restricted Stock Award or Restricted
Stock Unit Award, such action is appropriate.


 


(d) Delivery of Restricted Stock and Settlement
of Restricted Stock Units.


 


(i) Upon the expiration of the Restricted
Period with respect to any shares of Restricted Stock and the attainment of any other vesting criteria, the restrictions set forth
in the applicable Award agreement shall be of no further force or effect, except as set forth in the Award agreement. If an escrow
arrangement is used, upon such expiration the Company shall deliver to the Participant or his beneficiary (via book entry notation
or, if applicable, in stock certificate form) the shares of Restricted Stock with respect to which the Restricted Period has expired






    	 



    		11



    

(rounded down to the nearest full
share). Dividends, if any, that may have been withheld by the Committee and attributable to the Restricted Stock shall be distributed
to the Participant in cash or in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount
of such dividends, upon the release of restrictions on such share.


 


(ii) Unless otherwise provided by
the Committee in an Award agreement, upon the expiration of the Restricted Period and the attainment of any other vesting criteria
established by the Committee, with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant,
or his beneficiary (via book entry notation or, if applicable, in stock certificate form), one share of Common Stock (or other
securities or other property, as applicable) for each such outstanding Restricted Stock Unit which has not then been forfeited
and with respect to which the Restricted Period has expired and any other such vesting criteria are attained (“Released
Unit”); provided, however, that the Committee may elect to (A) pay cash or part cash and part Common
Stock in lieu of delivering only shares of Common Stock in respect of such Released Units or (B) defer the delivery of Common Stock
(or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension
would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of delivering shares
of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which
the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award agreement, the holder
of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the
Company of dividends on shares of Common Stock) either in cash or, if determined by the Committee, in shares of Common Stock having
a Fair Market Value equal to the amount of such dividends (and interest may, if determined by the Committee, be credited on the
amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend
equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are
settled following the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited,
the holder thereof shall have no right to such dividend equivalent payments.


 


(e) Legends on Restricted Stock. Each
certificate representing Restricted Stock awarded under the Plan, if any, shall bear a legend substantially in the form of the
following in addition to any other information the Company deems appropriate until the lapse of all restrictions with respect to
such Common Stock:


 


TRANSFER OF THIS CERTIFICATE
AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE WAYNE FARMS, INC. MANAGEMENT INCENTIVE PLAN AND A
RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF __________, BETWEEN WAYNE FARMS, INC. AND _________. A COPY OF SUCH PLAN AND AWARD
AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF WAYNE FARMS, INC.


 


10. Other Stock-Based Awards. The Committee
may issue unrestricted Common Stock, rights to receive future grants of Awards, or other Awards denominated in Common Stock (including
performance shares or performance units), or Awards that provide for cash payments based in whole or in part on the value or future
value of shares of Common Stock under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the
Committee shall from time to time determine (“Other Stock-Based Awards”). Each Other Stock-Based Award
shall be evidenced by an Award agreement which may






    	 



    		12



    

include conditions including without limitation
the payment by the Participant of the Fair Market Value of such shares of Common Stock on the date of grant.


 


11. Performance Compensation Awards.


 


(a) Generally. The Committee shall
have the authority, at or before the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate such
Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m)
of the Code. In addition, the Committee shall have the authority to make an award of a cash bonus to any Participant and designate
such Award as a Performance Compensation Award intended to qualify as “performance based compensation” under Section
162(m). Notwithstanding the foregoing, (i) any Award to a Participant who is a “covered employee” within the meaning
of Section 162(m) for a fiscal year that satisfies the requirements of this Section 11 may be treated as a Performance Compensation
Award in the absence of any such Committee designation and (ii) if the Company determines that a Participant who has been granted
an Award designated as a Performance Compensation Award is not (or is no longer) a “covered employee” within the meaning
of Section 162(m), the terms and conditions of such Award may be modified without regard to any restrictions or limitations set
forth in this Section 11 (but subject otherwise to the provisions of Section 14 of the Plan).


 


(b) Discretion of Committee with Respect
to Performance Compensation Awards. The Committee may select the length of a Performance Period, the type(s) of Performance
Compensation Awards to be issued, the Performance Criteria used to establish the Performance Goal(s), the kind(s) and/or level(s)
of the Performance Goals(s) and the Performance Formula. Within the first 90 days of a Performance Period (or the maximum period
allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued
for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding
sentence and record the same in writing (which may be in the form of minutes of a meeting of the Committee).


 


(c) Performance Criteria. The Performance
Criteria that will be used to establish the Performance Goal(s) may be based on the attainment of specific levels of performance
of the Company (and/or one or more Affiliates, divisions or operational and/or business units, product lines, brands, business
segments, administrative departments, units, or any combination of the foregoing) and shall be limited to the following: (i) net
earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue
or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit
(before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, net assets, capital,
gross revenue or gross revenue growth, invested capital, equity or sales); (vii) cash flow measures (including, but not limited
to, operating cash flow, free cash flow and cash flow return on capital), which may but are not required to be measured on a per-share
basis; (viii) earnings before or after taxes, interest, depreciation, and amortization (including EBIT and EBITDA); (ix) gross
or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder
return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency;
(xiv) objective measures of customer satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other
“value creation” metrics; (xvii) enterprise value; (xviii) stockholder return; (xix) client retention;
(xx) competitive market metrics; (xxi) employee retention; (xxii) objective measures of personal targets, goals or completion of
projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or
other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional
or project budgets); (xxiii) system-wide revenues; (xxiv) cost of capital, debt leverage year-end cash position or book value;
(xxv) strategic objectives, development of new product lines and related






    	 



    		13



    

revenue, sales and margin targets, or international
operations; or (xxvi) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage
of another Performance Criteria, or a percentage of a prior period’s Performance Criteria, or used on an absolute, relative
or adjusted basis to measure the performance of the Company and/or one or more Affiliates as a whole or any divisions or operational
and/or business units, product lines, brands, business segments, administrative departments of the Company and/or one or more Affiliates
or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to
the performance of a group of comparator companies, or a published or special index that the Committee deems appropriate, or as
compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting, delivery and
exercisability of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this
paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance
Period (or within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating
the Performance Criteria it selects to use for such Performance Period.


 


(d) Modification of Performance Goal(s). The Committee may alter Performance Criteria without obtaining shareholder approval if applicable tax and/or securities laws
so permit. The Committee may modify the calculation of a Performance Goal during the first 90 days of a Performance Period (or
within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter if the change would not cause any
Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m), to reflect
any of the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes
in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring
programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor
pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other
specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses;
(ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.


 


(e) Payment of Performance Compensation
Awards.


 


(i) Condition to Receipt of Payment.
Unless otherwise provided in the applicable Award agreement or any employment, consulting, change-in-control, severance or other
agreement between the Participant and the Company or an Affiliate, the Participant must be employed by or rendering services for
the Company or an Affiliate on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation
Award for such Performance Period.


 


(ii) Limitation. Unless otherwise
provided in the applicable Award agreement, or any employment, consulting, change-in-control, severance or other agreement between
the Participant and the Company or an Affiliate, the Participant shall be eligible to receive payment or delivery, as applicable,
in respect of a Performance Compensation Award only to the extent the Committee determines that: (A) the Performance Goals for
such period are achieved, as determined by the Committee; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved
Performance Goals, as determined by the Committee; provided, however, that if so provided by the Committee in its
sole discretion, in the event of (x) the termination of the Participant’s employment or service by the Company other than
for Cause (and other than due to death or Disability), in each case within 12 months






    	 



    		14



    

following a Change in Control, or
(y) the termination of a Participant’s employment or service due to the Participant’s death or Disability, the Participant
shall receive payment in respect of a Performance Compensation Award based on (1) actual performance through the date of termination
as determined by the Committee, or (2) if the Committee determines that measurement of actual performance cannot be reasonably
assessed, the assumed achievement of target performance as determined by the Committee (but not to the extent that application
of this clause (2) would cause Section 162(m) of the Code to result in the loss of the deduction of the compensation payable in
respect of such Performance Compensation Award for any Participant reasonably expected to be a “covered employee” within
the meaning of Section 162(m) of the Code), in each case prorated based on the time elapsed from the date of grant to the date
of termination of employment or service.


 


(iii) Certification. Following
the completion of a Performance Period, the Committee shall review and certify in writing (which may be in the form of minutes
of a meeting of the Committee) whether, and to what extent, the Performance Goals for the Performance Period have been achieved
and, if so, calculate and certify in writing (which may be in the form of minutes of a meeting of the Committee) that amount of
the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine
the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing,
may apply discretion to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the
Code. Unless otherwise provided in the applicable Award agreement, the Committee shall not have the discretion to (A) provide payment
or delivery in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance
Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section
5 of the Plan.


 


(f) Timing of Award Payments. Unless
otherwise provided in the applicable Award agreement, Performance Compensation Awards granted for a Performance Period shall be
paid to Participants as soon as administratively practicable following completion of the certifications required by this Section
11. Any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and
the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor
for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation
Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the
date such Award is deferred to the payment date. Unless otherwise provided in an Award agreement, any Performance Compensation
Award that is deferred and is otherwise payable in shares of Common Stock shall be credited (during the period between the date
as of which the Award is deferred and the payment date) with dividend equivalents (in a manner consistent with the methodology
set forth in the last sentence of Section 9(d)(ii)).


 


12. Changes in Capital Structure and Similar
Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of
cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities
of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other
similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock,
or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate,
or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements
of any governmental body or securities






    	 



    		15



    

exchange or inter-dealer quotation service,
accounting principles or law, such that in any case an adjustment is determined by the Committee to be necessary or appropriate,
then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or
all of the following: (i) adjusting any or all of (A) the number of shares of Common Stock or other securities of the Company (or
number and kind of other securities or other property) which may be delivered in respect of Awards or with respect to which Awards
may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan)
and (B) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities
of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding
Awards relate, (2) the Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including,
without limitation, Performance Criteria, Performance Formula and Performance Goals); (ii) providing for a substitution or assumption
of Awards (or awards of an acquiring company), accelerating the delivery, vesting and/or exercisability of, lapse of restrictions
and/or other conditions on, or termination of, Awards or providing for a period of time (which shall not be required to be more
than ten (10) days) for Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not
so exercised shall terminate upon the occurrence of such event); and (iii) cancelling any one or more outstanding Awards (or awards
of an acquiring company) and causing to be paid to the holders thereof, in cash, shares of Common Stock, other securities or other
property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may
be based upon the price per share of Common Stock received or to be received by other shareholders of the Company in such event),
including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if
any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or
SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event,
any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share
of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor); provided,
however, that the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect any “equity
restructuring” (within the meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement
thereto)). Except as otherwise determined by the Committee, any adjustment in Incentive Stock Options under this Section 12 (other
than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification”
within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner which
does not adversely affect the exemption provided pursuant to Rule 16b-3 promulgated under the Exchange Act. The Company shall give
each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


13. Effect of Change in Control. Except
to the extent otherwise provided in an Award agreement, or any applicable employment, consulting, change-in-control, severance
or other agreement between the Participant and the Company or an Affiliate, in the event of a Change in Control, notwithstanding
any provision of the Plan to the contrary:


 


(a) In the event the Participant’s
employment with the Company or an Affiliate is terminated by the Company or Affiliate without Cause (and other than due to death
or Disability) on or within 12 months following a Change in Control, the Committee may provide that all Options and SARs held by
such Participant shall become immediately exercisable with respect to 100% of the shares subject to such Options and SARs, and
that the Restricted Period (and any other conditions) shall expire immediately with respect to 100% of the shares of Restricted
Stock and Restricted Stock Units and any other Awards held by such Participant (including a waiver of any applicable Performance
Goals); provided, that in the event the vesting or exercisability of any Award would otherwise be subject to the achievement
of






    	 



    		16



    

performance conditions, the portion of such
Award that shall become fully vested and immediately exercisable shall be based on the assumed achievement of target performance
as determined by the Committee and prorated for the number of days elapsed from the grant date of such Award through the date of
termination.


 


(b) In addition, the Committee may upon at
least ten (10) days’ advance notice to the affected persons, cancel any outstanding Award and pay to the holders thereof,
in cash, securities or other property (including of the acquiring or successor company), or any combination thereof, the value
of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in
the event. Notwithstanding the above, the Committee shall exercise such discretion over the timing of settlement of any Award subject
to Code Section 409A at the time such Award is granted.


 


To the extent practicable, the provisions
of this Section 13 shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change
in Control transaction with respect to the Common Stock subject to their Awards.


 


14. Amendments and Termination.


 


(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided,
that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such
approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as
necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation service on which the shares
of Common Stock may be listed or quoted, for changes in GAAP to new accounting standards, or to prevent the Company from being
denied a tax deduction under Section 162(m) of the Code); provided, further, that any such amendment, alteration,
suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder
or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant,
holder or beneficiary, unless the Committee determines that such amendment, alteration, suspension, discontinuance or termination
either is required or advisable in order for the Company, the Plan or the Award to satisfy any applicable law or regulation. Notwithstanding
the foregoing, no amendment shall be made to the last proviso of Section 14(b) without shareholder approval.


 


(b) Amendment of Award Agreements. The
Committee may, to the extent not inconsistent with the terms of any applicable Award agreement, waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated
Award agreement, prospectively or retroactively (including after the Participant’s termination of employment or service with
the Company); provided, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not
to that extent be effective without the consent of the affected Participant unless the Committee determines that such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination either is required or advisable in order for the Company, the
Plan or the Award to satisfy any applicable law or regulation; provided, further, that except as otherwise permitted
under Section 12 of the Plan, if (i) the Committee reduces the Exercise Price of any Option or the Strike Price of any SAR, (ii)
the Committee cancels any outstanding Option or SAR and replaces it with a new Option or SAR (with a lower Exercise Price or Strike
Price, as the case may be) or other Award or cash in a manner which would either (A) be reportable on the Company’s proxy
statement or Form 10-K (if applicable) as Options which have been “repriced” (as such term is used in Item 402 of Regulation
S-K promulgated under the Exchange Act), or (B) result in any “repricing” for financial statement reporting purposes
(or otherwise cause the Award to fail to






    	 



    		17



    

qualify for equity accounting treatment) or
(iii) the Committee takes any other action which is considered a “repricing” for purposes of the shareholder approval
rules of the applicable securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, then,
in the case of the immediately preceding clauses (i) through (iii), any such action shall not be effective without shareholder
approval.


 


15. General.


 


(a) Award Agreements; Other Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto. An Award agreement may be in written or electronic form
and shall be signed (either in written or electronic form) by the Participant and a duly authorized representative of the Company.
The terms of any Award agreement, or any employment, change-in-control, severance or other agreement in effect with the Participant,
may have terms or features different from and/or additional to those set forth in the Plan, and, unless expressly provided otherwise
in such Award or other agreement, shall control in the event of any conflict with the terms of the Plan.


 


(b) Nontransferability.


 


(i) Each Award shall be exercisable
only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s
legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided,
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii) Notwithstanding the foregoing,
the Committee may permit Awards (other than Incentive Stock Options) to be transferred by the Participant, without consideration,
subject to such rules as the Committee may adopt, to: (A) any person who is a “family member” of the Participant, as
such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statements promulgated
by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust
solely for the benefit of the Participant and his Immediate Family Members; (C) a partnership or limited liability company whose
only partners or shareholders are the Participant and his Immediate Family Members; or (D) any other transferee as may be approved
either (1) by the Board or the Committee, or (2) as provided in the applicable Award agreement; (each transferee described in clauses
(A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided,
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and
the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii) The terms of any Award transferred
in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or
in any applicable Award agreement, to the Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted
Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted
Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on
an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee
determines, consistent with any applicable Award






    	 



    		18



    

agreement, that such a registration
statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted
Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or
otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or
an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the transferred
Award, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for
the periods, specified in the Plan and the applicable Award agreement.


 


(c) Dividends and Dividend Equivalents. The Committee may provide the Participant as part of an Award with dividends or dividend equivalents, payable in cash, shares
of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions
as may be determined by the Committee, including, without limitation, payment directly to the Participant, withholding of such
amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or
other Awards; provided, that no dividends or dividend equivalents shall be payable in respect of outstanding (i) Options
or SARs or (ii) unearned Performance Compensation Awards or other unearned Awards subject to performance conditions (other than
or in addition to the passage of time); provided, further, that dividend equivalents may be accumulated in respect
of unearned Awards and paid as soon as administratively practicable, but no more than 60 days, after such Awards are earned and
become payable or distributable (and the right to any such accumulated dividends or dividend equivalents shall be forfeited upon
the forfeiture of the Award to which such dividends or dividend equivalents relate).


 


(d) Tax Withholding.


 


(i) The Participant shall be required
to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right (but not the obligation) and is hereby
authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or
from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities or other property)
of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the
Plan and to take such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of
such withholding taxes.


 


(ii) Without limiting the generality
of clause (i) above, the Committee may permit the Participant to satisfy, in whole or in part, the foregoing withholding liability
by (A) payment in cash; (B) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest)
owned by the Participant having a Fair Market Value equal to such withholding liability or (C) having the Company withhold from
the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number
of shares with a Fair Market Value equal to such withholding liability.


 


(e) No Claim to Awards; No Rights to Continued
Employment. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award
under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation
for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s
determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively
among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall
be construed as giving any Participant any right to be retained in the employ or service of






    	 



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the Company or an Affiliate, nor shall it
be construed as giving any Participant any rights to continued service on the Board.


 


(f) International Participants. With
respect to Participants who reside or work outside of the United States and who are not (and who are not expected to be) “covered
employees” within the meaning of Section 162(m) of the Code, the Committee may amend the terms of the Plan or appendices
thereto, or outstanding Awards, with respect to such Participants, in order to conform such terms with or accommodate the requirements
of local laws, procedures or practices or to obtain more favorable tax or other treatment for the Participant, the Company or its
Affiliates. Without limiting the generality of this subsection, the Committee is specifically authorized to adopt rules, procedures
and sub-plans with provisions that limit or modify rights on death, disability, retirement or other terminations of employment,
available methods of exercise or settlement of an Award, payment of income, social insurance contributions or payroll taxes, withholding
procedures and handling of any stock certificates or other indicia of ownership which vary with local requirements. The Committee
may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations.


 


(g) Beneficiary Designation. The Participant’s
beneficiary shall be deemed to be his spouse (or domestic partner if such status is recognized by the Company and in such jurisdiction),
or if the Participant is otherwise unmarried at the time of death, his estate, except to the extent a different beneficiary is
designated in accordance with procedures that may be established by the Committee from time to time for such purpose. Notwithstanding
the foregoing, in the absence of a beneficiary validly designated under such Committee-established procedures and/or applicable
law who is living (or in existence) at the time of death of a Participant residing or working outside the United States, any required
distribution under the Plan shall be made to the executor or administrator of the estate of the Participant, or to such other individual
as may be prescribed by applicable law.


 


(h) Termination of Employment or Service.
Except as otherwise provided in an Award agreement, or any employment, consulting, change-in-control, severance or other agreement
between the Participant and the Company or an Affiliate, unless determined otherwise by the Committee: (i) neither a temporary
absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active
duty for military service through a Reserve or National guard unit) nor a transfer from employment or service with the Company
to employment or service with an Affiliate (or vice versa) shall be considered a termination of employment or service with the
Company or an Affiliate; and (ii) if the Participant’s employment with the Company or its Affiliates terminates, but such
Participant continues to provide services with the Company or its Affiliates in a non-employee capacity (including as a non-employee
director) (or vice versa), such change in status shall not be considered a termination of employment or service with the Company
or an Affiliate for purposes of the Plan.


 


(i) No Rights as a Shareholder. Except
as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled to the privileges of ownership
in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to that
person.


 


(j) Government and Other Regulations.


 


(i) Nothing in the Plan shall be
deemed to authorize the Committee or Board or any members thereof to take any action contrary to applicable law or regulation,
or rules of NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted.






    	 



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(ii) The obligation of the Company
to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to
such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary,
the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling,
any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to and in compliance with the terms of an available
exemption. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock
to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other
securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the Plan, the applicable Award agreement, the U.S. federal securities laws, or the rules,
regulations and other requirements of the U.S. Securities and Exchange Commission, any securities exchange or inter-dealer quotation
service upon which such shares or other securities of the Company are then listed or quoted and any other applicable federal, state,
local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan,
the Committee may cause a legend or legends to be put on any such certificates of Common Stock or other securities of the Company
or any Affiliate delivered under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or
other securities of the Company or any Affiliate delivered under the Plan in book-entry form to be held subject to the Company’s
instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee
reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion
deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose
jurisdiction the Award is subject.


 


(iii) The Committee may cancel an
Award or any portion thereof if it determines that legal or contractual restrictions and/or blockage and/or other market considerations
would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common
Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale
of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any
portion of an Award in accordance with the foregoing, unless prevented by applicable laws, the Company shall pay to the Participant
an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion
thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered,
as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount
payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to
the Participant as soon as practicable following the cancellation of such Award or portion thereof.


 


(k) No Section 83(b) Elections Without
Consent of Company. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly
permitted by the terms of the applicable Award agreement or by action of the Committee in writing prior to the making of such election.
If the Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted
to make such election and the Participant makes the election, the Participant shall notify the Company of such election within
ten days of filing notice of the election with






    	 



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the Internal Revenue Service or other governmental
authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


(l) Payments to Persons Other Than Participants.
If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because
of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative or a beneficiary designation form has been filed with the Company) may,
if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to
payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(m) Nonexclusivity of the Plan. Neither
the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be construed
as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.


 


(n) No Trust or Fund Created. Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any Affiliate, on the one hand, and the Participant or other person or entity, on the other hand. No provision
of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall
the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained
or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors
of the Company.


 


(o) Reliance on Reports. Each member
of the Committee and each member of the Board (and their respective designees) shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report
made by the independent registered public accounting firm of the Company and its Affiliates and/or any other information furnished
in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(p) Relationship to Other Benefits. No
payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group
insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 


(q) Purchase for Investment. Whether
or not the Options and shares covered by the Plan have been registered under the Securities Act, each person exercising an Option
under the Plan or acquiring shares under the Plan, may be required by the Company to give a representation in writing that such
person is acquiring such shares for investment and not with a view to, or for sale in connection with, the distribution of any
part thereof. The Company will endorse any necessary legend referring to the foregoing restriction upon the certificate or certificates
representing any shares issued or transferred to the Participant upon the exercise of any Option granted under the Plan.


 


(r) Governing Law. The Plan shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of
laws thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any
jurisdiction other than the State of Delaware.






    	 



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(s) Severability. If any provision
of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction
or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be
construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.


 


(t) Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding
to all or substantially all of the assets and business of the Company.


 


(u) 409A of the Code.


 


(i) It is intended that the Plan
comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent
with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and
liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with
the Plan or any other plan maintained by the Company, including any taxes and penalties under Section 409A of the Code, and neither
the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant or any beneficiary harmless
from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject
to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases)
shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of
the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment.


 


(ii) Notwithstanding anything in
the Plan to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments or deliveries in respect of any Awards that are “deferred compensation” subject to Section
409A of the Code shall be made to such Participant prior to the date that is six months after the date of such Participant’s
“separation from service” within the meaning of Section 409A of the Code or, if earlier, the Participant’s date
of death. All such delayed payments or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest
date permitted under Section 409A of the Code that is also a business day.


 


(iii) In the event that the timing
of payments in respect of any Award that would otherwise be considered “deferred compensation” subject to Section 409A
of the Code would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless
the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a
corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the
Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the
Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations
promulgated thereunder.


 


(v) Clawback/Forfeiture. Notwithstanding
anything to the contrary contained herein, an Award agreement may provide that the Committee may cancel such Award if the Participant,
without the






    	 



    		23



    

consent of the Company, has engaged in or
engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate while employed by or providing
services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities,
or violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or
any Affiliate, as determined by the Committee. The Committee may also provide in an Award agreement that in such event, the Participant
will forfeit any compensation, gain or other value realized thereafter on the vesting, exercise or settlement of such Award, the
sale or other transfer of such Award, or the sale of shares of Common Stock acquired in respect of such Award, and must promptly
repay such amounts to the Company. The Committee may also provide in an Award agreement that if the Participant receives any amount
in excess of what the Participant should have received under the terms of the Award for any reason (including without limitation
by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee,
then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable
law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act) and/or the rules and regulations of NASDAQ or any other securities exchange or inter-dealer quotation
service on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, Awards
shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall
be deemed incorporated by reference into all outstanding Award agreements).


 


(w) No Representations or Covenants With
Respect to Tax Qualification. Although the Company may endeavor to (i) qualify an Award for favorable U.S. or non-U.S. tax
treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant
to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without
regard to the potential negative tax impact on holders of Awards under the Plan.


 


(x) Code Section 162(m) Re-approval. If
the Company becomes subject to the provisions of Section 162(m) of the Code, the Committee may, for purposes of exempting certain
Awards granted after such time from the deduction limitations of Section 162(m) of the Code, submit the provisions of the Plan
regarding Performance Compensation Awards for re-approval by the shareholders of the Company (i) prior to the first shareholder
meeting at which directors are to be elected that occurs in calendar year 2019, or such earlier time as required under applicable
Treasury Regulations, and (ii) thereafter not later than every five years in accordance with applicable Treasury Regulations. Nothing
in this subsection, however, shall affect the validity of Awards granted after such time if such shareholder approval has not been
obtained.


 


(y) Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words
of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience
of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.


 


*   *   *


 


As adopted by the Board of Directors of the Company on
[_______], 2015.


 


As approved by the shareholders of the Company on [_______],
2015.