Exhibit 10.1


 


NEKTAR THERAPEUTICS


2012 PERFORMANCE INCENTIVE PLAN


 


1.   PURPOSE
OF PLAN


 


The purpose of this Nektar Therapeutics
2012 Performance Incentive Plan (this “Plan”) of Nektar Therapeutics, a Delaware corporation (the “Corporation”),
is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant
of awards to attract, motivate, retain and reward selected employees and other eligible persons.


 


2.   ELIGIBILITY


 


The Administrator (as such term
is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible
Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee
of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual
consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale
of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of
securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to
participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause
(c) above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility
to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering
and sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable
laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional
awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other
entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation;
and “Board” means the Board of Directors of the Corporation.


 


3.   PLAN
ADMINISTRATION


 


		3.1	The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the
Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another
committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised
solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some
or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate,
to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable law, to one or more
officers of the Corporation, its powers under this Plan (a) to designate the officers and employees of the Corporation and its
Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other
terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative
and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any
Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority
of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall
constitute action by the acting Administrator.



 




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With respect to awards intended to
satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside directors
(as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement
shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants,
and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two
or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent
required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent directors
(within the meaning of the applicable listing agency).


 


		3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized
and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of
this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or
person(s)), including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive
an award under this Plan;



 


		(b)	grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities
to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with
the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest
(which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or
vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such
awards;



 


		(c)	approve the forms of award agreements (which need not be identical either as to type of award or among participants);



 




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		(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries,
and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations
relating to the administration of this Plan or the awards granted under this Plan;



 


		(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any
or all outstanding awards, subject to any required consent under Section 8.6.5;



 


		(f)	accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of
options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator
may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events
of a personal nature) subject to any required consent under Section 8.6.5;



 


		(g)	adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise
change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject
to Sections 4 and 8.6 (and subject to the no repricing provision below);



 


		(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s
action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator
took the action granting an award);



 


		(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination,
conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7;



 


		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration
(subject to the no repricing provision below); and



 


		(k)	determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which
such value will be determined.



 


Notwithstanding the foregoing and
except for an adjustment pursuant to Section 7.1 or a repricing approved by stockholders, in no case may the Administrator (1)
amend an outstanding stock option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender
an outstanding stock option or SAR in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel,
exchange, or surrender an outstanding stock option or SAR in exchange for an option or SAR with an exercise or base price that
is less than the exercise or base price of the original award.


 




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		3.3	Binding Determinations. Any action taken
by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority
hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding
upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof,
shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this
Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation
in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect
from time to time.



 


		3.4	Reliance on Experts. In making any determination
or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including
employees and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries
shall be liable for any such action or determination taken or made or omitted in good faith.



 


		3.5	Delegation. The Administrator may delegate
ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries
or to third parties.



 


4.   SHARES
OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS


 


		4.1	Shares Available. Subject to the provisions
of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation’s authorized
but unissued Common Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan, “Common
Stock” shall mean the common stock of the Corporation and such other securities or property as may become the subject
of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.



 


		4.2	Share Limits. The maximum number of shares
of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”)
is equal to:



 


		(1)	19,936,433 shares of Common Stock, less



 


		(2)	the number of any shares subject to awards granted under the Corporation’s 2008 Equity Incentive Plan, as amended (the
“2008 Plan”), and the Corporation’s 2000 Non-Officer Equity Incentive Plan, as amended and restated (the
“2000 Non-Officer Plan”), after December 31, 2011 and on or before the date of stockholder approval of this
Plan (with any shares subject to such awards that are “Full-Value Awards” being counted against the Share Limit based
on the Full-Value Award Ratio specified below), plus



 




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		(3)	the number of any shares subject to stock options granted under the 2008 Plan, the 2000 Non-Officer Plan, or the Corporation’s
2000 Equity Incentive Plan, as amended and restated (collectively, the “Prior Plans”) and outstanding as of
December 31, 2011 which expire, or for any reason are cancelled or terminated, after December 31, 2011 without being exercised,
plus



 


		(4)	the number of any shares subject to restricted stock and restricted stock unit awards granted under the Prior Plans that are
outstanding and unvested on December 31, 2011 that are forfeited, terminated, cancelled or otherwise reacquired by the Corporation
without having become vested (with any such shares increasing the Share Limit based on the Full Value Award Ratio specified below).



 


provided that in no event shall the
Share Limit exceed 37,186,624 shares (which is the sum of (1) the 19,936,433 shares set forth above, plus (2) the aggregate number
of shares subject to stock options previously granted and outstanding under the Prior Plans as of December 31, 2011, plus (3) 1.5
(the Full-Value Award Ratio) times the aggregate number of shares subject to restricted stock and restricted stock units previously
granted and outstanding under the Prior Plans as of December 31, 2011).


 


Shares issued in respect of any “Full-Value
Award” granted under this Plan shall be counted against the foregoing Share Limit as 1.5 shares for every one share issued
in connection with such award (the “Full-Value Award Ratio”). (For example, if a stock bonus of 100 shares of
Common Stock is granted under this Plan, 150 shares shall be charged against the Share Limit in connection with that award.)    For
this purpose, a “Full-Value Award” means any award under this Plan that is not a stock option grant or
a stock appreciation right grant.


 


The following limits also apply with
respect to awards granted under this Plan:


 


		(a)	The maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options
granted under this Plan is 9,500,000 shares.



 


		(b)	The maximum number of shares of Common Stock subject to options and stock appreciation rights that are granted during any calendar
year to any individual under this Plan is 3,000,000 shares.



 


		(c)	Additional limits with respect to Performance-Based Awards are set forth in Section 5.2.3.



 


Each of the foregoing numerical limits
is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.


 




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		4.3	Awards Settled in Cash, Reissue of Awards and Shares.
Except as provided in the next sentence, shares that are subject to or underlie awards granted under this Plan which expire or
for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under
this Plan shall again be available for subsequent awards under this Plan (with any such shares increasing the Share Limit based
on the Full-Value Award Ratio specified in Section 4.2). Shares that are exchanged by a participant or withheld by the Corporation
as full or partial payment in connection with any award under this Plan, as well as any shares exchanged by a participant or withheld
by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related to any award, shall not be available
for subsequent awards under this Plan. To the extent that an award granted under this Plan is settled in cash or a form other
than shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall again
be available for subsequent awards under this Plan (with any such shares increasing the Share Limit based on the Full-Value Award
Ratio specified in Section 4.2). In the event that shares of Common Stock are delivered in respect of a dividend equivalent right
granted under this Plan, the number of shares delivered with respect to the award shall be counted against the share limits of
this Plan (including, for purposes of clarity, the limits of Section 4.2 of this Plan). (For purposes of clarity, if 1,000 dividend
equivalent rights are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered in payment of
those rights with respect to that dividend, 75 shares (after giving effect to the Full-Value Award premium counting rules) shall
be counted against the share limits of this Plan). To the extent that shares of Common Stock are delivered pursuant to the exercise
of a stock appreciation right or stock option granted under this Plan, the number of underlying shares as to which the exercise
related shall be counted against the applicable share limits under Section 4.2, as opposed to only counting the shares issued.
(For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time when the payment
due to the participant is 15,000 shares, 100,000 shares shall be charged against the applicable share limits under Section 4.2
with respect to such exercise.) Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards.
The foregoing adjustments to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the
Code with respect to awards intended as performance-based compensation thereunder.



 


		4.4	Reservation of Shares; No Fractional Shares; Minimum Issue. The Corporation shall at all times
reserve a number of shares of Common Stock sufficient to cover the Corporation’s obligations and contingent obligations to
deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the
extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The
Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from
time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or exercised
as to awards granted under this Plan unless (as to any particular award) the total number purchased or exercised is the total number
at the time available for purchase or exercise under the award.



 




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5.   AWARDS


 


		5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected
Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem
with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation
plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are (subject, in each
case, to the no repricing provisions of Section 3.2):



 


5.1.1   Stock
Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified
period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section
422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement
for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option.
The maximum term of each option (ISO or nonqualified) shall be eight (8) years. The per share exercise price for each option shall
be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is
exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the
Administrator consistent with Section 5.5.


 


5.1.2   Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable
option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking
into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation
or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section
422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing
the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To
the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the
manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant
to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose,
the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain
of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning
with the Corporation and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs
such other terms and conditions as from time to time are required in order that the option be an “incentive stock option”
as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted,
owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110%
of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration
of five years from the date such option is granted.


 




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5.1.3   Stock
Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or
Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR
is exercised over the “base price” of the award, which base price shall be set forth in the applicable award
agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR.
The maximum term of a SAR shall be eight (8) years.


 


5.1.4   Other
Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock bonuses,
restricted stock, performance stock, stock units, phantom stock or similar rights to purchase or acquire shares, whether at a fixed
or variable price or ratio related to the Common Stock, upon the passage of time, the occurrence of one or more events, or the
satisfaction of performance criteria or other conditions, or any combination thereof; (b) any similar securities with a value
derived from the value of or related to the Common Stock and/or returns thereon; or (c) cash awards. Dividend equivalent rights
may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent
rights may not be granted in connection with a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend
equivalents as to the unvested portion of a restricted stock award that is subject to performance-based vesting requirements or
the unvested portion of a stock unit award that is subject to performance-based vesting requirements will be subject to termination
and forfeiture to the same extent as the corresponding portion of the award to which they relate.


 


		5.2	Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of
awards listed in Section 5.1.4 above may be, and options and SARs granted to officers and employees (“Qualifying Options”
and “Qualifying SARS,” respectively) typically will be, granted as awards intended to satisfy the requirements
for “performance-based compensation” within the meaning of Section 162(m) of the Code (“Performance-Based
Awards”). The grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case
of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative
to a pre-established targeted level or levels using one or more of the Business Criteria set forth below (on an absolute or relative
(including, without limitation, relative to the performance of other companies or upon comparisons of any of the indicators of
performance relative to other companies) basis) for the Corporation on a consolidated basis or for one or more of the Corporation’s
subsidiaries, segments, divisions or business units, or any combination of the foregoing. Any Qualifying Option or Qualifying SAR
shall be subject only to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy the requirements for “performance-based
compensation” under Section 162(m) of the Code. Any other Performance-Based Award shall be subject to all of the following
provisions of this Section 5.2.



 




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5.2.1   Class;
Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers
and employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or making any
certification required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as
performance-based compensation under Section 162(m) of the Code.


 


5.2.2   Performance
Goals. The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs)
shall be, on an absolute or relative basis, established based on one or more of the following business criteria (“Business
Criteria”) as selected by the Administrator in its sole discretion: earnings per share, cash flow (which means cash and
cash equivalents derived from either net cash flow from operations or net cash flow from operations, financing and investing activities),
working capital, stock price, total stockholder return, gross revenue, revenue growth, gross profit, operating income (before or
after taxes), net earnings (before or after interest, taxes, depreciation and/or amortization), gross margin, operating margin,
net margin, return on equity or on assets or on net investment, cost containment or reduction, regulatory submissions or approvals,
manufacturing production, completion of strategic partnerships, research milestones, or any combination thereof. As applicable,
these terms are used as applied under generally accepted accounting principles or in the financial reporting of the Corporation
or of its Subsidiaries. To qualify awards as performance-based under Section 162(m), the applicable Business Criterion (or Business
Criteria, as the case may be) and specific performance goal or goals (“targets”) must be established and approved by
the Administrator during the first 90 days of the performance period (and, in the case of performance periods of less than one
year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains
substantially uncertain within the meaning of Section 162(m) of the Code. The terms of the Performance-Based Awards may specify
the manner, if any, in which performance targets shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring
gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator
provides otherwise at the time of establishing the targets. The applicable performance measurement period may not be less than
three months nor more than 10 years.


 




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5.2.3   Form
of Payment; Maximum Performance-Based Award. Grants or awards under this Section 5.2 may be paid in cash or shares of Common
Stock or any combination thereof. Grants of Qualifying Options and Qualifying SARs to any one participant in any one calendar year
shall be subject to the limit set forth in Section 4.2(b). The maximum number of shares of Common Stock which may be subject to
Performance-Based Awards (including Performance-Based Awards payable in shares of Common Stock and Performance-Based Awards payable
in cash where the amount of cash payable upon or following vesting of the award is determined with reference to the fair market
value of a share of Common Stock at such time) that are granted to any one participant in any one calendar year shall not exceed
3,000,000 shares, either individually or in the aggregate, subject to adjustment as provided in Section 7.1; provided that
this limit shall not apply to Qualifying Options and Qualifying SARs (which are covered by the limit of Section 4.2(b)). The aggregate
amount of compensation to be paid to any one participant in respect of all Performance-Based Awards payable only in cash (excluding
cash awards covered by the preceding sentence where the cash payment is determined with reference to the fair market value of a
share of Common Stock upon or following the vesting of the award) and granted to that participant in any one calendar year shall
not exceed $5,000,000. Awards that are cancelled during the year shall be counted against these limits to the extent required by
Section 162(m) of the Code.


 


5.2.4   Certification
of Payment. Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs)
is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m)
of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based
Award were in fact timely satisfied.


 


5.2.5   Reservation
of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual
awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its
sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing
resolutions or otherwise.


 


5.2.6   Expiration
of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the
Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning
of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the
Corporation’s stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders
first approve this Plan, subject to any subsequent extension that may be approved by stockholders.


 


		5.3	Award Agreements. Each award shall be evidenced
by either (1) a written award agreement in a form approved by the Administrator and executed by the Corporation by an officer
duly authorized to act on its behalf, or (2) an electronic notice of award grant in a form approved by the Administrator and recorded
by the Corporation (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under
this Plan generally (in each case, an “award agreement”), as the Administrator may provide and, in each case and if
required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner
as the Administrator may require. The Administrator may authorize any officer of the Corporation (other than the particular award
recipient) to execute any or all award agreements on behalf of the Corporation. The award agreement shall set forth the material
terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan.



 




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		5.4	Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations
thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or
permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures
as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting
of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts
are denominated in shares.



 


		5.5	Consideration for Common Stock or Awards. The purchase price for any award granted under this Plan or the Common
Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the
Administrator, including, without limitation, one or a combination of the following methods:



 


		·	services rendered by the recipient of such award;



 


		·	cash, check payable to the order of the Corporation, or electronic funds transfer;



 


		·	notice and third party payment in such manner as may be authorized by the Administrator;



 


		·	the delivery of previously owned shares of Common Stock;



 


		·	by a reduction in the number of shares otherwise deliverable pursuant to the award; or



 


		·	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party
who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.



 


In no event shall any shares newly-issued
by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration
permitted by applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their
fair market value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives
full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other
conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement,
the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any
award or shares by any method other than cash payment to the Corporation.


 




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		5.6	Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless
otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share
of Common Stock on the NASDAQ Stock Market (the “Market”) for the date in question or, if no sales of Common
Stock were reported on the Market on that date, the closing price (in regular trading) for a share of Common Stock on the Market
for the next preceding day on which sales of Common Stock were reported on the Market. The Administrator may, however, provide
with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for a share of
Common Stock on the Market on the last trading day preceding the date in question or the average of the high and low trading prices
of a share of Common Stock on the Market for the date in question or the most recent trading day. If the Common Stock is no longer
listed or is no longer actively traded on the Market as of the applicable date, the fair market value of the Common Stock shall
be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also
may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology
is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example,
and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on
an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant
date).



 


		5.7	Transfer Restrictions.



 


5.7.1   Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7 or required by applicable
law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable
pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.7.2   Exceptions.
The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant
to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion,
establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and
shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity
in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.7.3   Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:


 




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		(a)	transfers to the Corporation (for example, in connection with the expiration or termination of the award),



 


		(b)	the designation of a beneficiary to receive benefits in
the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s
beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,



 


		(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic
relations order if approved or ratified by the Administrator,



 


		(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal
representative, or



 


		(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing
for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization
of the Administrator.



 


		5.8	International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation
or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms
and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.



 


6.   EFFECT
OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS


 


		6.1	General. The Administrator shall establish the effect of a termination of employment or service on the rights
and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination
and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries and provides other services
to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract
or the award otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries
and the date, if any, upon which such services shall be deemed to have terminated.



 


		6.2	Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries,
or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick
leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator;
provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise
provides, such leave is for a period of not more than three months. In the case of any employee of the Corporation or one of its
Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation
or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides
or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the
applicable award agreement.



 




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		6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary
of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person
in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that
continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary
that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor)
assumes the Eligible Person’s award(s) in connection with such transaction.



 


7.   ADJUSTMENTS;
ACCELERATION


 


		7.1	Adjustments. Subject to Section 7.2, upon
(or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split
(including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other
reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock; or any
exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction
in respect of the Common Stock; then the Administrator shall equitably and proportionately adjust (1) the number and type of shares
of Common Stock (or other securities) that thereafter may be made the subject of awards (including the specific share limits,
maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or
other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes
the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable
upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level
of incentives intended by this Plan and the then-outstanding awards.



 


Unless otherwise expressly provided
in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction
described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety,
the Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based
awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding
performance-based awards.


 


It is intended that, if possible,
any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including,
without limitation and as applicable in the circumstances, Section 424 of the Code, Section 409A of the Code and Section 162(m)
of the Code) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.


 




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Without limiting the generality of
Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant
to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.


 


		7.2	Corporate Transactions - Assumption and Termination
of Awards. Upon the occurrence of any of the following: any merger, combination, consolidation, or other reorganization
in connection with which the Corporation does not survive (or does not survive as a public company in respect of its Common Stock);
any exchange of Common Stock or other securities of the Corporation in connection with which the Corporation does not survive
(or does not survive as a public company in respect of its Common Stock); a sale of all or substantially all the business, stock
or assets of the Corporation in connection with which the Corporation does not survive (or does not survive as a public company
in respect of its Common Stock); a dissolution of the Corporation; or any other event in which the Corporation does not survive
(or does not survive as a public company in respect of its Common Stock); then the Administrator may make provision for a cash
payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding share-based awards
or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon, to the
extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect
of such event. Upon the occurrence of any event described in the preceding sentence, then, unless the Administrator has made a
provision for the substitution, assumption, exchange or other continuation or settlement of the award or (unless the Administrator
has provided for the termination of the award) the award would otherwise continue in accordance with its terms in the circumstances:
(1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested,
   all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award
granted under this Plan that is then outstanding shall become payable to the holder of such award; and (2) each award shall terminate
upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending
termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any
accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except
that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting
and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).



 


The Administrator may adopt such valuation methodologies
for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or
similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per
share amount payable upon or in respect of such event over the exercise or base price of the award.


 




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In any of the events referred to in this Section 7.2,
the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of
such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended
to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem
an acceleration to occur immediately prior to the applicable event and, in such circumstances, will reinstate the original terms
of the award if an event giving rise to an acceleration does not occur.


 


Without limiting the generality of Section 3.3, any
good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding
on all persons.


 


		7.3	Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by express provision in
the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement
or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an
event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable
as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated
portion of the option shall be exercisable as a nonqualified stock option under the Code.



 


		7.4	Definition of Change in Control. With respect to a particular award granted under this Plan, a “Change
in Control” shall be deemed to have occurred as of the first day, after the date of grant of the particular award, that any
one or more of the following conditions shall have been satisfied:



 




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		(a)	The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act
(a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of more than 30% of either (1) the then-outstanding shares of common stock of the Corporation (the “Outstanding Company
Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Corporation entitled
to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however,
that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition
directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by
any entity pursuant to a transaction that complies with Sections (c)(1), (2) and (3) below;



 


		(b)	Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective
Date whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least two-thirds
of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination
was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;



 




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		(c)	Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving
the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation,
or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a “Business
Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals
and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation,
an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation's assets directly
or through one or more subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately
prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the
case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan
(or related trust) of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly
or indirectly, more than 30% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business
Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the
ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of
directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at
the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or



 


		(d)	Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the
context of a transaction that does not constitute a Change in Control under clause (c) above.



 


8.   OTHER
PROVISIONS


 


		8.1	Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and
delivery of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with
all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and
federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion
of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this
Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation
or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal
and accounting requirements.



 


		8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as
the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the
contrary.



 


		8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or
in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of
the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s
status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change
a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause.
Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate
employment or service contract other than an award agreement.



 




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		8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the
Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant,
beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common
Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder.
Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship
between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant,
beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Corporation.



 


		8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition of shares of Common
Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the
Code, or upon any other tax withholding event with respect to any award, the Corporation or one of its Subsidiaries shall have
the right at its option to:



 


		(a)	require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide
for payment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold
with respect to such award event or payment; or



 


		(b)	deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s
personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its
Subsidiaries may be required to withhold with respect to such award event or payment.



 


In any case where a tax is required
to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion
(subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect,
pursuant to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number
of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their
fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the
minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum
whole number of shares required for tax withholding under applicable law.


 




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		8.6	Effective Date, Termination and Suspension, Amendments.



 


8.6.1   Effective
Date. This Plan is effective as of April 4, 2012, the date of its approval by the Board (the “Effective Date”).
This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective Date. Unless
earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of
the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the
Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator
with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this Plan.


 


8.6.2   Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3   Stockholder
Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162,
422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any
amendment to this Plan shall be subject to stockholder approval.


 


8.6.4   Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits
of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action
that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2.


 


8.6.5   Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding
award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any
rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective
date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes
or amendments for purposes of this Section 8.6.


 


		8.7	Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall
not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record
by the participant (subject to the last sentence of Section 5.1.4). Except as expressly required by Section 7.1 or otherwise expressly
provided by the Administrator, no adjustment will be made for dividends or other rights as a stockholder for which a record date
is prior to such date of delivery.



 




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		8.8	Governing Law; Construction; Severability.



 


8.8.1   Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of Delaware.


 


8.8.2   Severability.
If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.


 


		8.8.3	Plan Construction.



 


		(a)	Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted
in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum
extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under
the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences
of awards or events under awards if an award or event does not so qualify.



 


		(b)	Section 162(m). Awards under Section 5.1.4 to persons described in Section 5.2 that are either granted or become vested,
exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying
Options and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee composed solely of two
or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based
compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of
the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards
under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and
any other Performance-Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) will qualify
as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).



 


		8.9	Captions. Captions and headings are given
to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed
in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.



 




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		8.10	Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted
to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or
other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation
or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or
an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial
part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan,
provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable
to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards
that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution
for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or
indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection
with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the
number of shares available for issuance under this Plan.



 


		8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or
the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any
other plan or authority.



 


		8.12	No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder
shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation
or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary,
(c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the
rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary,
(e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate
act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under
any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers
or agents of the Corporation or any Subsidiary, as a result of any such action.



 


		8.13	Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under
an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination
of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary,
except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition
to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements
of the Corporation or its Subsidiaries.



 




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		8.14	Clawback Policy. The awards granted under this Plan are subject to the terms of the Corporation’s recoupment,
clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of
which could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property
received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the
awards).



 



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