Exhibit 10.6


 





PULMATRIX, INC.


 


AMENDED AND RESTATED 2013 EMPLOYEE, DIRECTOR
AND CONSULTANT EQUITY INCENTIVE PLAN


 


		1.	DEFINITIONS.



 


Unless otherwise specified
or unless the context otherwise requires, the following terms, as used in this PULMATRIX, INC. Amended and Restated 2013 Employee,
Director and Consultant Equity Incentive Plan, have the following meanings:


 


Administrator means the
Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means
the Committee.


 


Affiliate means a corporation
which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means an agreement
between the Company and a Participant delivered pursuant to the Plan and pertaining to a Stock Right, in such form as the Administrator
shall approve.


 


Board of Directors means
the Board of Directors of the Company.


 


Cause means, with respect
to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or non-feasance
of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate,
and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any provision
in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for termination
and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant. The determination
of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company.


 


Code means the United States
Internal Revenue Code of 1986, as amended including any successor
statute, regulation and guidance thereto.


 


Committee means the committee
of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the
Plan, which members shall be non-employee directors as defined in Rule 16b-3 of the Exchange Act and outside directors as defined
in Section 162(m) of the Code.


 


Common Stock means shares
of the Company’s common stock, $0.0001 par value per share.


 


Company means Pulmatrix,
Inc., a Delaware corporation.


 


Consultant means any natural
person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that such services
are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly
promote or maintain a market for the Company’s or its Affiliates’ securities.


 


Disability or Disabled
means permanent and total disability as defined in Section 22(e)(3) of the Code.


 


Employee means any employee
of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of
the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the
Plan.


 


Exchange Act means the Securities
Exchange Act of 1934, as amended.


 




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Fair Market Value of a Share
of Common Stock means:


 


(1)         If
the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly
reported for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite tape or other
comparable reporting system for the trading day on the applicable date and if such applicable date is not a trading day, the last
market trading day prior to such date; 


 


(2)         If
the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices
are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices
for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of
trading in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date and if such
applicable date is not a trading day, the last market trading day prior to such date; and


 


(3)         If
the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the
Administrator, in good faith, shall determine. 


 


ISO means an option intended
to qualify as an incentive stock option under Section 422 of the Code.


 


Non-Qualified Option means
an option which is not intended to qualify as an ISO.


 


Option means an ISO or Non-Qualified
Option granted under the Plan.


 


Participant means an Employee,
director or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As
used herein, “Participant” shall include “Participant’s Survivors” where the context requires.


 


Performance Based Award
means a Stock Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Paragraph
9 hereof.


 


Performance Goals means
performance goals based on one or more of the following criteria: (i) pre-tax income or after-tax income; (ii) income or earnings
including operating income, earnings before or after taxes, interest, depreciation, amortization, and/or extraordinary or special
items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets
and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic
or diluted); (v) return on assets (gross or net), return on investment, return on capital, return on invested capital or return
on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise),
net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin
or profit margin; (x) stock price or total shareholder return; (xi) income or earnings from continuing operations; (xii) cost targets,
reductions and savings, expense management, productivity and efficiencies; (xiii) operational objectives, consisting of one or
more objectives based on achieving progress in research and development programs or achieving regulatory milestones related to
development and or approval of products; and (xiv) strategic business criteria, consisting of one or more objectives based on meeting
specified market penetration or market share of one or more products or customers, geographic business expansion, customer satisfaction,
employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions,
divestitures, joint ventures and similar transactions. Where applicable, the Performance Goals may be expressed in terms of a relative
measure against a set of identified peer group companies, attaining a specified level of the particular criterion or the attainment
of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or an Affiliate
of the Company, or a division or strategic business unit of the Company, all as determined by the Committee. The Performance Goals
may include a threshold level of performance below which no Performance-Based Award will be issued or no vesting will occur, levels
of performance at which Performance-Based Awards will be issued or specified vesting will occur, and a maximum level of performance
above which no additional issuances will be made or at which full vesting will occur. Each of the foregoing Performance Goals shall
be evaluated in an objectively determinable manner in accordance with Section 162(m) of the Code and in accordance with generally
accepted accounting principles where applicable, unless otherwise specified by the Committee, and shall be subject to certification
by the Committee. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition
of unusual or non-recurring events affecting the Company or any Affiliate or the financial statements of the Company or any Affiliate,
in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary
or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in
accounting principles provided that any such change shall at all times satisfy the provisions of Section 162(m) of the Code.


 




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Plan means this Pulmatrix,
Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan.


 


RSU or Restricted Stock
Unit means the grant of a contingent entitlement to receive shares of Common Stock based on the attainment of performance or
time based vesting criteria, which for purposes of the Plan shall be a type of Stock-Based Award.


 


Securities Act means the
Securities Act of 1933, as amended.


 


Shares means shares of the
Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the
Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under
the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.


 


Stock Appreciation Right
means the right to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock (as determined on
the date of exercise) over the purchase price of a share of Common Stock on the date a stock appreciation right is granted.


 


Stock-Based Award means
a grant by the Company under the Plan of an equity award or an equity based award which is not an Option or a Stock Grant, which
the Committee may, in its sole discretion, structure to qualify in whole or in part as “performance-based compensation”
under Section 162(m) of the Code.


 


Stock Grant means a grant
by the Company of Shares under the Plan which the Committee may, in its sole discretion, structure to qualify in whole or in part
as “performance-based compensation” under Section 162(m) of the Code.


 


Stock Right means a right
to Shares or the value of Shares of the Company granted pursuant to the Plan — an ISO, a Non-Qualified Option, a Stock Grant
or a Stock-Based Award.


 


Survivor means a deceased
Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right
by will or by the laws of descent and distribution.


 


		2.	PURPOSES
OF THE PLAN.



 


The Plan is intended
to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order
to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional
incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified
Options, Stock Grants and Stock-Based Awards.


 


		3.	SHARES
SUBJECT TO THE PLAN.



 


(a)         The
number of Shares which may be issued from time to time pursuant to this Plan shall be 6,853,319, or the equivalent of such number
of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination,
recapitalization or similar transaction in accordance with Paragraph 25 of the Plan. ISOs may be issued for up to 100% of the Shares
issuable pursuant to this Plan. 


 




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(b)         Notwithstanding
Subparagraph (a) above, on the first day of each calendar year of the Company during the period beginning in calendar year 2016,
and ending on the second day of calendar year 2023, the number of Shares that may be issued from time to time pursuant to the Plan,
shall be increased by an amount equal to the lesser of (i) 2,259,000 shares of our Common Stock or the equivalent of such number
of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination,
recapitalization or similar transaction in accordance with Paragraph 25 of the Plan; (ii) 5% of the number of outstanding shares
of Common Stock on such date; or (iii) an amount determined by the Board.


 


(c)         If
an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire
(at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock
Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired
Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding
the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate’s
tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for
purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right
or portion thereof, and not the net number of Shares actually issued, and any Stock Appreciation Right to be settled in shares
of Common Stock shall be counted in full against the number of Shares available for issuance under the Plan, regardless of the
number of exercise gain shares issued upon the settlement of the Stock Appreciation Right. However, in the case of ISOs, the foregoing
provisions shall be subject to any limitations under the Code.


 


4.             ADMINISTRATION
OF THE PLAN.


 


The Administrator of
the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee,
in which case the Committee shall be the Administrator. Notwithstanding the foregoing, the Board of Directors may not take any
action that would cause any outstanding Stock Right that would otherwise qualify as performance-based compensation under Section
162(m) of the Code to fail to so qualify. Subject to the provisions of the Plan, the Administrator is authorized to:


 


(a)         Interpret
the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable
for the administration of the Plan;


 


(b)         Determine
which Employees, directors and Consultants shall be granted Stock Rights;


 


(c)         Determine
the number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock
Rights with respect to more than 2,000,000 Shares be granted to any Participant in any fiscal year;


 


(d)         Determine
Performance Goals no later than such time as required to ensure that a Performance-Based Award which is intended to comply with
the requirements of Section 162(m) of the Code so complies;


 


(e)         Amend
any term or condition of any outstanding Stock Right, including, without limitation, accelerate the vesting schedule or extend
the expiration date, provided that (i) the exercise or purchase price of any Stock Right may not be reduced without prior stockholder
approval; (ii) such term or condition as amended is permitted by the Plan; (iii) any such amendment shall not impair the rights
of a Participant under any Stock Right previously granted without such Participant’s consent or in the event of death of
the Participant the Participant’s Survivors; and (iv) any such amendment shall be made only after the Administrator determines
whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting
limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant
to Section 409A of the Code; and


 


(f)         Make
any adjustments in the Performance Goals included in any Performance-Based Awards provided that such adjustments comply with the
requirements of Section 162(m) of the Code;


 


(g)         Adopt
any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with
or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate
the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or
Shares issuable pursuant to a Stock Right;


 




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provided, however, that all such interpretations,
rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences
under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated
as ISOs and in accordance with Section 162(m) of the Code for all other Stock Rights to which the Committee has determined Section
162(m) is applicable. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the
Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator
is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan
that would otherwise be the responsibility of the Committee.


 


To the extent permitted
under applicable law, the Board of Directors or 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 portion of its responsibilities and powers to any other person selected
by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing,
only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any
“officer” of the Company as defined by Rule 16a-1 under the Exchange Act.


 


5.             ELIGIBILITY
FOR PARTICIPATION.


 


The Administrator will,
in its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be an Employee, director
or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator
may authorize the grant of a Stock Right to a person not then an Employee, director or Consultant of the Company or of an Affiliate;
provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become
a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to
Employees who are deemed to be residents of the United States for tax purposes. Non-Qualified Options, Stock Grants and Stock-Based
Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate. The granting of any Stock Right to
any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock
Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees, directors or Consultants.


 


6.             TERMS
AND CONDITIONS OF OPTIONS.


 


Each Option shall be
set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent
with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without
limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements
shall be subject to at least the following terms and conditions:


 


(a)         Non-Qualified
Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified
Option:


 


		(i)	Exercise Price:
Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option, which exercise price shall
be determined by the Administrator and shall be at least equal to the Fair Market Value per share of Common Stock on the date
of grant of the Option.



 


		(ii)	Number of Shares:
Each Option Agreement shall state the number of Shares to which it pertains.



 


		(iii)	Vesting Periods:
Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer
be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years,
or upon the occurrence of certain performance conditions or the attainment of stated goals or events.



 




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		(iv)	Additional Conditions:
Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement in form satisfactory
to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that:



 


		A.	The Participant’s
or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and



 


		B.	The Participant or the
Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares
will bear legends noting any applicable restrictions.



 


		(v)	Term of Option:
Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement
may provide.



 


(b)          ISOs:
Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax
purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator
determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal
Revenue Service:


 


		(i)	Minimum standards:
The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(a) above, except clause
(i) and (v) thereunder.



 


		(ii)	Exercise Price:
Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d)
of the Code:



 


		A.	10% or less of the
total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares
covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Stock on the date of grant of
the Option; or



 


		B.	More than 10% of the total
combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered
by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock on the date of grant of the Option.



 


		(iii)	Term of Option:
For Participants who own:



 


		A.	10% or less of the
total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten
years from the date of the grant or at such earlier time as the Option Agreement may provide; or



 


		B.	More than 10% of the total
combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years
from the date of the grant or at such earlier time as the Option Agreement may provide.



 


		(iv)	Limitation on Yearly
Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year (under
this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined on the date each
ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar
year does not exceed $100,000.



 


		7.	TERMS
AND CONDITIONS OF STOCK GRANTS.



 


Each Stock Grant to
a Participant shall state the principal terms in an Agreement duly executed by the Company and, to the extent required by law or
requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain
terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the
following minimum standards:


 




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(a)         Each
Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price shall
be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation
Law, if any, on the date of the grant of the Stock Grant;


 


(b)         Each
Agreement shall state the number of Shares to which the Stock Grant pertains; and


 


(c)         Each
Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including
the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the
purchase price therefor, if any.


 


		8.	TERMS
AND CONDITIONS OF OTHER STOCK-BASED AWARDS.



 


The Administrator shall
have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator
may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible
into Shares and the grant of Stock Appreciation Rights, phantom stock awards or stock units. The principal terms of each Stock-Based
Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which
the Administrator determines to be appropriate and in the best interest of the Company. Each Agreement shall include the terms
of any right of the Company including the right to terminate the Stock-Based Award without the issuance of Shares, the terms of
any vesting conditions, Performance Goals or events upon which Shares shall be issued. Notwithstanding the foregoing, each Stock
Appreciation Right shall (i) have an exercise price which shall not be less than the Fair Market Value per Share of Common Stock
and (ii) terminate not more than ten years from the date of the grant or at such earlier time as the Agreement therefor may provide.


 


The Company intends
that the Plan and any Stock-Based Awards granted hereunder be exempt from the application of Section 409A of the Code or meet the
requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated
in accordance with Section 409A so that any compensation deferred under any Stock-Based Award (and applicable investment earnings)
shall not be included in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to effect the intent
as described in this Paragraph 8.


 


		9.	PERFORMANCE BASED
AWARDS.



 


Notwithstanding
anything to the contrary herein, during any period when Section 162(m) of the Code
is applicable to the Company and the Plan, Stock Rights granted under Paragraph 7 and Paragraph 8 may be granted by the Committee
in a manner which is deductible by the Company under Section 162(m) of the Code (“Performance-Based Awards”). A Participant’s
Performance-Based Award shall be determined based on the attainment of written Performance Goals, which must be objective and approved
by the Committee for a performance period of between one and five years established by the Committee (i) while the outcome for
that performance period is substantially
uncertain and (ii) no more than 90 days after the commencement of the performance period to which the Performance Goal relates
or, if less, the number of days which is equal to 25% of the relevant performance period.
The Committee shall determine whether, with respect to a performance period, the applicable
Performance Goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of
the applicable Performance-Based Award. No Performance-Based Awards will be issued for such performance period until such certification
is made by the Committee. The number of Shares issued in respect of a Performance-Based Award to a given Participant may be less
than the amount determined by the applicable Performance Goal formula, at the discretion of the Committee. The number of Shares
issued in respect of a Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant
at such time as determined by the Committee in its sole discretion after the end of such performance period. Nothing in this paragraph
shall prohibit the Company from granting Stock-Based Awards subject to performance criteria that do not comply with this paragraph.


 




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		10.	EXERCISE
OF OPTIONS AND ISSUE OF SHARES.



 


An Option (or any part
or installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the
Administrator, which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance
with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set
forth in the Option Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided
electronically in a form acceptable to the Administrator), shall state the number of Shares with respect to which the Option is
being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the exercise price
for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check,
or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if
required to avoid negative accounting treatment) having a Fair Market Value equal as of the date of the exercise to the aggregate
cash exercise price for the number of Shares as to which the Option is being exercised, or (c) at the discretion of the Administrator,
by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market
Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being
exercised, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with
a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination
of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration as
the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of
an ISO as is permitted by Section 422 of the Code.


 


The Company shall then
reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s
Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that
the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect
to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 


		11.	PAYMENT
IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.



 


Any Stock Grant or
Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being
granted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through
delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) and having
a Fair Market Value equal as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award, or (c) at the
discretion of the Administrator, by any combination of (a) and (b) above; or (d) at the discretion of the Administrator, by payment
of such other lawful consideration as the Administrator may determine.


 


The Company shall when
required by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award
was made to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set
forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood
that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect
to the Shares prior to their issuance.


 


		12.	RIGHTS
AS A SHAREHOLDER.



 


No Participant to whom
a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except
after due exercise of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase
price, if any, for the Shares being purchased and registration of the Shares in the Company’s share register in the name
of the Participant.


 


		13.	ASSIGNABILITY
AND TRANSFERABILITY OF STOCK RIGHTS.



 


By its terms, a Stock
Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and
distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that
no Stock Right may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance
with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with
the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited
by this Paragraph. Except as provided above during the Participant’s lifetime a Stock Right shall only be exercisable by
or issued to such Participant (or his or her legal representative) and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted
transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary
to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.


 




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		14.	EFFECT
ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.



 


Except as otherwise
provided in a Participant’s Option Agreement, in the event of a termination of service (whether as an Employee, director
or Consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:


 


(a)         A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination
for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise
any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only
within such term as the Administrator has designated in a Participant’s Option Agreement.


 


(b)         Except
as provided in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later
than three months after the Participant’s termination of employment. 


 


(c)         The
provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes
Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s
Disability or death within three months after the termination of employment, director status or consultancy, the Participant or
the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination
of service, but in no event after the date of expiration of the term of the Option.


 


(d)         Notwithstanding
anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status
or termination of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior or subsequent
to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then such Participant
shall forthwith cease to have any right to exercise any Option.


 


(e)         A
Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary
disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose,
shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s
employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly
provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than ninety days, unless
pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option
on the 181st day following such leave of absence.


 


(f)          Except
as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected
by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues
to be an Employee, director or Consultant of the Company or any Affiliate.


 


		15.	EFFECT
ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.



 


Except as otherwise
provided in a Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an
Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her
outstanding Options have been exercised:


 


(a)         All
outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will
immediately be forfeited.


 


(b)         Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the
Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination
the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.


 




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		16.	EFFECT
ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.



 


Except as otherwise
provided in a Participant’s Option Agreement:


 


(a)          A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may
exercise any Option granted to such Participant:


 


		(i)	To the extent that the
Option has become exercisable but has not been exercised on the date of the Participant’s termination of service due to
Disability; and



 


		(ii)	In the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination
of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant
not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date
of the Participant’s termination of service due to Disability.



 


(b)          A
Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s termination
of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all
of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee,
director or Consultant or, if earlier, within the originally prescribed term of the Option. 


 


(c)          The
Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure
for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure
shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the
Administrator, the cost of which examination shall be paid for by the Company.


 


		17.	EFFECT
ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



 


Except as otherwise
provided in a Participant’s Option Agreement:


 


(a)          In
the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate,
such Option may be exercised by the Participant’s Survivors:


 


		(i)	To the extent that the
Option has become exercisable but has not been exercised on the date of death; and



 


		(ii)	In the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting
rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number
of days accrued in the current vesting period prior to the Participant’s date of death.



 


(b)          If
the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within
one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant
or, if earlier, within the originally prescribed term of the Option. 


 


		18.	EFFECT
OF TERMINATION OF SERVICE ON STOCK GRANTS AND STOCK-BASED AWARDS.



 


In the event of a termination
of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant
has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.


 


For purposes of this
Paragraph 18 and Paragraph 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan
who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability
as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence,
be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy
with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.


 




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In addition, for purposes
of this Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates
shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be
an Employee, director or Consultant of the Company or any Affiliate.


 


		19.	EFFECT
ON STOCK GRANTS and stock-based awards OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY.



 


Except as otherwise
provided in a Participant’s Agreement, in the event of a termination of service for any reason (whether as an Employee, director
or Consultant), other than termination for Cause, Disability, or death for which events there are special rules in Paragraphs 20,
21, and 22, respectively, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company
shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the
Company’s forfeiture or repurchase rights have not lapsed.


 


		20.	EFFECT
ON STOCK GRANTS and stock-based awards OF TERMINATION OF SERVICE FOR CAUSE.



 


Except as otherwise
provided in a Participant’s Agreement, the following rules apply if the Participant’s service (whether as an Employee,
director or Consultant) with the Company or an Affiliate is terminated for Cause:


 


(a)          All
Shares subject to any Stock Grant whether or not then subject to forfeiture or repurchase shall be immediately subject to repurchase
by the Company at par value and all Stock-Based Awards shall be forfeited to the Company as of the time the Participant is notified
his or her service is terminated for Cause. 


 


(b)          Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the
Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct
which would constitute Cause, then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture
provisions or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the Company.


 


		21.	EFFECT
ON STOCK GRANTS and stock-based awards OF TERMINATION OF SERVICE FOR DISABILITY.



 


Except as otherwise
provided in a Participant’s Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant
of the Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the Company’s rights
of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture
provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion
of the Shares subject to such Stock Grant or Stock-Based Award through the date of Disability as would have lapsed had the Participant
not become Disabled. The proration shall be based upon the number of days accrued prior to the date of Disability.


 


The Administrator shall
make the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such
determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost
of which examination shall be paid for by the Company.


 




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		22.	EFFECT
ON STOCK GRANTS and stock-based awards OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



 


Except as otherwise
provided in a Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant
is an Employee, director or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s
rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such
forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro
rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of death as would have lapsed had
the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s date of
death.


 


		23.	PURCHASE
FOR INVESTMENT.



 


Unless the offering
and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be under no obligation
to issue Shares under the Plan unless and until the following conditions have been fulfilled:


 


(a)          The
person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such
Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of
any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or a
legend in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such
exercise or such grant:


 


“The shares represented
by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a
pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act
of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”


 


(b)          At
the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in
compliance with the Securities Act without registration thereunder.


 


		24.	DISSOLUTION
OR LIQUIDATION OF THE COMPANY.



 


Upon the dissolution
or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all
Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate
and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise
terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution
or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance
as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding
Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the
applicable Agreement.


 


		25.	ADJUSTMENTS.



 


Upon the occurrence
of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall
be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement:


 


(a)          Stock
Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller
number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock,
or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall
be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise or
purchase price per share, to reflect such events. The number of Shares subject to the limitations in Paragraph 3(a), 3(b) and 4(c)
shall also be proportionately adjusted upon the occurrence of such events and the Performance Goals applicable to outstanding Performance-Based
Awards.


 




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(b)          Corporate
Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, consolidation, or sale of
all or substantially all of the Company’s assets other than a transaction to merely change the state of incorporation (a
“Corporate Transaction”), the Administrator or the board of directors of any entity assuming the obligations of the
Company hereunder (the “Successor Board”), shall, as to outstanding Options, either (i) make appropriate provision
for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities
of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised
(either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially
or fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end
of which period such Options which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment
of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares
of Common Stock into which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion
of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph) less the
aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above, in
the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other
than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors.


 


With respect to outstanding
Stock Grants, the Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants
on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either
the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or
securities of any successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator
may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange
for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the
number of shares of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any forfeiture
or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being waived
upon such Corporate Transaction).


 


In taking any of the
actions permitted under this Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all
Stock Rights held by a Participant, or all Stock Rights of the same type, identically.


 


(c)          Recapitalization
or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant
to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock,
a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled
to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which would have been
received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d)          Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the
Successor Board shall determine the specific adjustments to be made under this Paragraph 25, including, but not limited to the
effect of any, Corporate Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 


(e)          Modification
of Options. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or (c) above with respect
to Options shall be made only after the Administrator determines whether such adjustments would (i) constitute a “modification”
of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences for the holders
of Options, including, but not limited to, pursuant to Section 409A of the Code. If the Administrator determines that such adjustments
made with respect to Options would constitute a modification or other adverse tax consequence, it may refrain from making such
adjustments, unless the holder of an Option specifically agrees in writing that such adjustment be made and such writing indicates
that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with
respect to the Option. This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion
of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(b)(iv).



 


(f)          Modification
of Performance-Based Awards. Notwithstanding the foregoing, with respect to any Performance-Based Award that is intended to
comply as “performance based compensation” under Section 162(m) of the Code, the Committee may adjust downwards, but
not upwards, the number of Shares payable pursuant to a Performance-Based Award, and the Committee may not waive the achievement
of the applicable Performance Goals except in the case of death or disability of the Participant.


 




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		26.	ISSUANCES
OF SECURITIES.



 


Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject
to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including
without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


		27.	FRACTIONAL
SHARES.



 


No fractional shares
shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional
shares equal to the Fair Market Value thereof.


 


		28.	CONVERSION
OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION
OF ISOs.



 


The Administrator,
at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s
ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time
of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions
on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have
such Participant’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator
takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that
has not been exercised at the time of such conversion.


 


		29.	WITHHOLDING.



 


In the event that any
federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings
or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary,
wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required
by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance
in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount
of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock
or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of
the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair
Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market
Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance
the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise
of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding.


 


		30.	NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION.



 


Each Employee who receives
an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares
acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes
any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted
the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section
424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no
Disqualifying Disposition can occur thereafter.


  


		31.	TERMINATION
OF THE PLAN.



 


The Plan will terminate
on the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its
approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board
of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior
to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.


 





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		32.	AMENDMENT
OF THE PLAN AND AGREEMENTS.



 


The Plan may be amended
by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent
necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for
favorable federal income tax treatment as may be afforded incentive stock options under Section 422 of the Code (including deferral
of taxation upon exercise), and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national
securities exchange or quotation in any national automated quotation system of securities dealers and in order to continue to comply
with Section 162(m) of the Code; provided that any amendment approved by the Administrator which the Administrator determines is
of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Other than as set forth
in Paragraph 25 of the Plan, the Administrator may not without shareholder approval reduce the exercise price of an Option or cancel
any outstanding Option in exchange for a replacement option having a lower exercise price, any Stock Grant, any other Stock-Based
Award or for cash. In addition, the Administrator not take any other action that is considered a direct or indirect “repricing”
for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which
the Shares are listed, including any other action that is treated as a repricing under generally accepted accounting principles.
Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under
a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding
Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of
the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.
Nothing in this Paragraph 32 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph
25.


 


		33.	EMPLOYMENT
OR OTHER RELATIONSHIP.



 


Nothing in this Plan
or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director
status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status
or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period
of time.


 


		34.	SECTION 409A.



 


If a Participant is
a “specified employee” as defined in Section 409A of the Code (and as applied according to procedures of the Company
and its Affiliates) as of his separation from service, to the extent any payment under this Plan or pursuant to the grant of a
Stock-Based Award constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the
Code), and to the extent required by Section 409A of the Code, no payments due under this Plan or pursuant to a Stock-Based Award
may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service,
or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall
be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s
separation from service.


 


The Administrator shall
administer the Plan with a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A of the Code comply
with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A of the Code, but
neither the Administrator nor any member of the Board, nor the Company nor any of its Affiliates, nor any other person acting hereunder
on behalf of the Company, the Administrator or the Board shall be liable to a Participant or any Survivor by reason of the acceleration
of any income, or the imposition of any additional tax or penalty, with respect to a Stock Right, whether by reason of a failure
to satisfy the requirements of Section 409A of the Code or otherwise.


 


		35.	CLAWBACK.



 


Notwithstanding
anything to the contrary contained in this Plan, the Company may recover from a Participant any compensation received from any
Stock Right (whether or not settled) or cause a Participant to forfeit any Stock Right (whether or not vested) in the event that
the Company’s Clawback Policy then in effect is triggered.


 


		36.	GOVERNING
LAW.



 


This Plan shall be
construed and enforced in accordance with the law of the State of Delaware.


 








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