Exhibit 10.22


 


UNIQUE FABRICATING, INC.


 


2014 Omnibus Performance Award Plan


 


INTRODUCTION


 


Unique Fabricating, Inc.,
a Delaware corporation (hereinafter referred to as the “Corporation”), hereby establishes an incentive compensation
plan to be known as the “Unique Fabricating, Inc. 2014 Omnibus Performance Award Plan” (hereinafter referred
to as the “Plan”), as set forth in this document. The Plan permits the grant of Cash Incentives, Non-Qualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, shares of Restricted Stock, Restricted Stock Units, Performance
Units and Performance Shares.


 


The Plan shall become
effective on October 14, 2014. However, it shall be rendered null and void and have no effect, and all Plan Awards granted
hereunder shall be canceled, if the Plan is not approved by a majority vote of the Corporation’s stockholders within 12 months
of the date the Plan is adopted by the Corporation’s Board of Directors.


 


The purpose of the Plan
is to promote the success and enhance the value of the Corporation by linking the personal interests of Participants to those of
the Corporation’s stockholders by providing Participants with an incentive for outstanding performance. The Plan is further
intended to assist the Corporation in its ability to motivate, and retain the services of, Participants upon whose judgment, interest
and special effort the successful conduct of its and its subsidiaries’ operations is largely dependent.


 


The Plan also provides
pay systems that support the Corporation’s business strategy and emphasizes pay-for-performance by tying reward opportunities
to carefully determined and articulated performance goals at corporate, operating unit, business unit and/or individual levels.


 




    	 



    	 



    

 


I

DEFINITIONS


 


For purposes of the Plan,
the following terms shall be defined as follows unless the context clearly indicates otherwise:


 


(a)          “Affiliate”
shall mean, as it relates to any limitations or requirements with respect to Incentive Stock Options, any Subsidiary or Parent
of the Corporation. Affiliate otherwise means any entity that is part of a controlled group of corporations or limited liability
entities or is under common control with the Corporation within the meaning of Code Sections 1563(a), 414(b) or 414(c), except
that, in making any such determination, fifty percent (50%) shall be substituted for eighty percent (80%) under such Code Sections
and the related regulations.


 


(b)          “Applicable
Law” shall mean the applicable provisions of the Code, the Securities Act, the Exchange Act and any other federal, state
or foreign corporate, securities or tax or other laws, rules, requirements or regulations, the rules of any national securities
exchange or automated quotation system on which the shares of Common Stock are listed, quoted or traded and any other applicable
law.


 


(c)          “Award
Agreement” shall mean the written agreement, executed by an appropriate officer of the Corporation, pursuant to which
a Plan Award is granted.


 


(d)          “Board
of Directors” or “Board” shall mean the Board of Directors of the Corporation.


 


(e)          “Cash
Incentives” shall mean a Plan Award granting to the Participant the right to receive a certain amount of cash in the
future subject to the satisfaction of certain time-vesting requirements and/or the attainment of one or more annual or multi-year
performance goals and targets, all as described in Article IX below.


 


(f)          “Cause”
shall, with respect to a Participant (i) have the same meaning as “cause” or “for cause” set forth in an
employment contract entered into by and between the Participant and the Corporation or any Affiliate or, in the absence of any
such contract or defined terms, (ii) mean (A) the Participant’s willful or gross misconduct or willful or gross negligence
in the performance of his duties for the Corporation or for any Affiliate after prior written notice of such misconduct or negligence
and the continuance thereof for a period of 30 days after receipt by such Participant of such notice, (B) the Participant’s
intentional or habitual neglect of his duties for the Corporation or for any Affiliate after prior written notice of such neglect,
(C) the Participant’s theft or misappropriation of funds or other property of the Corporation or of any Affiliate, fraud,
criminal misconduct, breach of fiduciary duty or dishonesty in the performance of his duties on behalf of the Corporation or any
Affiliate or commission of a felony, or crime of moral turpitude or any other conduct reflecting adversely upon the Corporation
or any Affiliate, (D) the Participant’s violation of any covenant not to compete or not to disclose confidential information
with respect to the Corporation or any Affiliate or (E) the direct or indirect breach by the Participant of the terms of any employment
or consulting contract with the Corporation or any Affiliate.


 




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(g)          “Change
in Control of the Corporation” As used herein, a “Change in Control of the Corporation” shall be deemed to
have occurred if any person (including any individual, firm, partnership or other entity) together with all “Affiliates”
and “Associates” (as defined under Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act)
of such person (but excluding (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation
or any subsidiary of the Corporation, (ii) a corporation owned, directly or indirectly, by the stockholders of the Corporation
in substantially the same proportions as their ownership of the Corporation, (iii) the Corporation or any subsidiary of the Corporation
or (iv) a Participant, together with all Affiliates and Associates of such Participant) who is not a stockholder or an Affiliate
or Associate of a stockholder of the Corporation on the date of stockholder approval of the Plan is or becomes the Beneficial Owner
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Corporation representing
more than 50% of the combined voting power of the Corporation’s then outstanding securities. Notwithstanding the foregoing,
with respect to Plan Awards constituting “non-qualified deferred compensation” pursuant to the provisions of Code Section
409A and the regulations promulgated thereunder, the term “Change in Control of the Corporation” shall have the meanings
of the relevant terms defined under forth Treas. Reg. Section 1.409A-3(i)(5) . In no instance shall an initial public offering
of the Corporation’s Common Stock be deemed to constitute a Change in Control of the Corporation.


 


(h)          “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.


 


(i)          “Committee”
shall, subject to the provisions of Section II(a) hereof, mean the Compensation Committee of the Board or such other Committee
as the Board may appoint from time to time to administer the Plan, or the Board itself if no Compensation Committee or other appointed
Committee exists.


 


(j)          “Common
Stock” shall mean the common stock of the Corporation, .001 par value per share, as authorized from time to time. At
all times, the Common Stock made available for grants hereunder shall be “Service Recipient Stock” as defined in Treas.
Reg. Section 1.409A-1(b)(5)(iii)(A) and the terms of this Plan and of any Award Agreement shall be deemed to be modified to the
degree necessary to comply with this requirement.


 


(k)          “Consultant”
shall mean an individual who is in a Consulting Relationship with the Corporation or any Affiliate.


 


(l)          “Consulting
Relationship” shall mean the relationship that exists between an individual and the Corporation (or any Affiliate) if
(i) such individual or (ii) any entity of which such individual is an executive officer or owns a substantial equity interest has
entered into a written consulting contract with the Corporation or any Affiliate and if, pursuant to such written consulting agreement,
such individual or entity qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration
of shares on a Form S-8 Registration Statement.


 


(m)          “Corporation”
shall mean Unique Fabricating, Inc., a Delaware corporation.


 




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(n)          “Disability”
or “Disabled” shall have the same meaning as the term “permanent and total disability” under Section
22(e)(3) of the Code.


 


(o)          “DRO”
shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended.


 


(p)          “Employee”
shall mean an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder)
of the Corporation or of any Affiliate.


 


(q)          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(r)          “Executive”
means an employee of the Corporation or of any Affiliate whose compensation is subject to the deduction limitations set forth under
Code Section 162(m).


 


(s)          “Fair
Market Value” shall mean:


 


(i)          In
the event the Corporation’s Common Stock is publicly traded, the Fair Market Value of such Common Stock on a Trading Day
shall mean the last reported sale price for Common Stock or, in case no such reported sale takes place on such Trading Day, the
average of the closing bid and asked prices for the Common Stock for such Trading Day, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted
to trading on any national securities exchange, but is traded in the over the counter market, the closing sale price of the Common
Stock or, if no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock, as reported
by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or any comparable system
or, if the Common Stock is not quoted on NASDAQ or a comparable system, the closing sale price of the Common Stock or, if no sale
is publicly reported, the average of the closing bid and asked prices, as furnished by two members of the National Association
of Securities Dealers, Inc. who make a market in the Common Stock selected from time to time by the Corporation for that purpose.
In addition, for purposes of this definition, a “Trading Day” shall mean, if the Common Stock is listed on any national
securities exchange, a business day during which such exchange was open for trading and at least one trade of Common Stock was
effected on such exchange on such business day, or, if the Common Stock is not listed on any national securities exchange but is
traded in the over the counter market, a business day during which the over the counter market was open for trading and at least
one “eligible dealer” quoted both a bid and asked price for the Common Stock. An “eligible dealer” for
any day shall include any broker dealer who quoted both a bid and asked price for such day, but shall not include any broker dealer
who quoted only a bid or only an asked price for such day.


 




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(ii)         In
the event the Corporation’s Common Stock is not publicly traded, the Fair Market Value of such Common Stock shall be determined
by the Committee in good faith pursuant to the requirements of Treas. Reg. Section 1.409A-1(b)(5)(iv)(B). The Committee shall determine
the Fair Market Value of such Common Stock by reference to the most recent valuation performed by an appraiser or appraisers selected
by the Corporation. If the most recent valuation performed by an appraiser or appraisers selected by the Corporation is more than
twelve (12) months old, then the Committee shall select an appraiser or appraisers to perform an updated valuation. The appraiser
or appraisers shall be independent of the Corporation and the Participant (or selling Stockholder as the case may be) and shall
have at least 10 years’ experience in appraising businesses reasonably determined by such appraiser to be providing services
in the industry in which the Corporation is engaged. The selection of the appraiser or appraisers by the Committee shall be final
and binding on the parties. The Corporation shall pay the fees and expenses of the appraiser or appraisers.


 


(t)           “Freestanding
SAR” shall mean an SAR that is granted independently of any Option.


 


(u)          “Good
Reason” shall, with respect to a Participant (i) have the same meaning as “good reason” or similar term
set forth in an employment contract entered into by and between the Participant and the Corporation or any Affiliate (but only
to the extent such meaning or meanings satisfy the requirements for “good reason” as set forth under Treas. Reg. Section
1.409A-1(n)(2)(ii)) or, (ii) in the absence of any such contract or defined term, have the “safe-harbor” meaning
set forth in such regulation section.


 


(v)          “Incentive
Stock Option” shall mean a stock option satisfying the requirements for tax-favored treatment under Section 422 of the
Code and which is intended by the Committee to be treated as an incentive stock option under Code Section 422.


 


(w)          “Non-Employee
Director” shall mean a Director of the Corporation who is not an Employee.


 


(x)           “Non-Qualified
Option” shall mean a stock option which does not satisfy the requirements for, or which is not intended to be eligible
for, tax-favored treatment under Section 422 of the Code.


 


(y)          “Option”
shall mean a right to purchase shares of Common Stock at a specified exercise price that is granted under Article V. An Option
shall be either a Non-Qualified Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors
and Consultants shall only be Non-Qualified Options.


 


(z)           “Optionee”
shall mean a Participant who is granted an Option under the terms of the Plan.


 


(aa)         “Outside
Directors” shall mean members of the Board of Directors of the Corporation who are classified as “outside directors”
under Section 162(m) of the Code.


 


(bb)         “Parent”
shall mean a parent corporation of the Corporation within the meaning of Section 424(e) of the Code. However, a corporation that
otherwise qualifies as a Parent will not be so defined if the Plan Award it grants with Common Stock will render the Common Stock
not to be Service Recipient Stock (as defined in Section I(j) hereof).


 


(cc)         “Participant”
shall mean any Employee or other person granted a Plan Award under the Plan.


 




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(dd)         “Performance
Share” shall mean a Plan Award granted pursuant to the provisions of Article VII hereof, which is similar to Restricted
Stock, and which Award is based upon any performance factor established by the Committee, as set forth under such Section.


 


(ee)         “Performance
Unit” shall mean a Plan Award granted pursuant to the provisions of Article VIII hereof, which is similar to a Restricted
Stock Unit, and which Award is based upon any performance factor established by the Committee, as set forth under such Section.


 


(ff)          “Permitted
Transferee” shall mean, with respect to a Participant, any “family member” of the Participant, as defined
under the instructions to use the Form S-8 Registration Statement under the Securities Act, or any other transferee specifically
approved by the Committee after taking into account Applicable Law.


 


(gg)         “Plan
Award” shall mean an Option, Performance Share, Performance Unit, share of Restricted Stock, Restricted Stock Unit, Cash
Incentive or Stock Appreciation Right granted pursuant to the terms of the Plan.


 


(hh)         “Restricted
Stock” shall mean a grant of one or more shares of Common Stock subject to certain restrictions as provided under Article
VII hereof.


 


(ii)           “Restricted
Stock Unit” shall mean a right to receive one share of Common Stock at a date, and subject to any and all restrictions,
set forth in the related Award Agreement, as provided in Article VIII hereof.


 


(jj)           “Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(kk)         “Service”
shall mean personal service performed for the Corporation or an Affiliate as an Employee, member of the Board or as a Consultant,
as appropriate.


 


(ll)           “Stock
Appreciation Right” or “SAR” shall mean a right, granted alone or in connection with a related Option,
designated as an SAR, to receive a payment on the day the right is exercised, pursuant to the terms of Article VI hereof. Each
SAR shall be denominated in terms of one share of Common Stock.


 


(mm)        “Substitute
Award” shall mean a Plan Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity
awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination,
consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award”
be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.


 


(nn)         “Subsidiary”
shall mean a subsidiary corporation of the Corporation within the meaning of Section 424(f) of the Code. However, a corporation
that otherwise qualifies as a Subsidiary will not be so defined if the Plan Award it grants with Common Stock will render the Common
Stock not to be Service Recipient Stock (as defined in Section I(j) hereof).


 




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(oo)         “Tandem
SAR” shall mean an SAR that is granted in connection with a related Option, the exercise of which shall require forfeiture
of the right to purchase a share of Common Stock under the related Option (and when a share of Common Stock is purchased under
such Option, the Tandem SAR being similarly canceled).


 


(pp)         “Termination
of Consulting Relationship” shall mean the cessation, abridgment or termination of a Consultant’s Consulting Relationship
with the Corporation or any Affiliate as a result of (i) the Consultant’s death or Disability or resignation, (ii) the cancellation,
annulment, expiration, termination or breach of the written consulting contract between the Corporation (or any Affiliate) and
the Consultant (or any other entity) giving rise to the Consulting Relationship or (iii) if the written consulting contract is
not directly between the Corporation (or any Affiliate) and the Consultant, the Consultant’s termination of service with,
or sale of all or substantially all of his equity interest in, the entity which has entered into the written consulting contract
with the Corporation or Affiliate.


 


(qq)         “Termination
of Service” shall mean the termination of a person’s Service as a member of the Board, as an Employee or, in the
case of a Consultant, his Termination of Consulting Relationship.


 




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II

ADMINISTRATION


 


(a)           Committee.
The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall
administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall consist solely
of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to
qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, an Outside
Director, and an “independent director” under the rules of any national securities exchange or automated quotation
system on which the shares of Common Stock are listed, quoted or traded; provided that any action taken by the Committee shall
be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied
the requirements for membership set forth in this Section II(a) or otherwise provided in any charter of the Committee. Except as
may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance
of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in
the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members
in office, shall conduct the general administration of the Plan with respect to Plan Awards granted to Non-Employee Directors (and,
if the Committee does not consist solely of two or more Non-Employee Directors, Plan Awards granted to individuals subject to the
provisions of Section 16 of the Exchange Act) and, with respect to such Plan Awards, the term “Committee” as used in
the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent
permitted by Section II(f).


 


(b)          Duties
and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance
with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreements, and to adopt such rules
for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke
any such rules and to amend any Award Agreement; provided that the rights or obligations of the Participant that is the subject
of any such Award Agreement are not affected adversely by such amendment, unless the consent of the Participant is obtained or
such amendment is otherwise explicitly permitted under the Plan. Any such Plan Award made under the Plan need not be the same with
respect to each Participant. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with
the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any
and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange
Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any national
securities exchange or automated quotation system on which the shares of Common Stock are listed, quoted or traded are required
to be determined in the sole discretion of the Committee.


 


(c)          Action
by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee
shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts
approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member
of the Committee is entitled, in good faith, to rely or act upon any report or other information furnished to that member by any
officer or other employee of the Corporation or any Affiliate, the Corporation’s independent registered public accountants,
or any executive compensation consultant or other professional retained by the Corporation to assist in the administration of the
Plan.


 




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(d)          Authority
of Committee. Subject to the Corporation’s By-Laws, the Committee’s charter and any provision set forth hereunder,
the Committee has the exclusive power, authority and sole discretion to:


 


(i)          Designate
Participants to receive Plan Awards;


 


(ii)         Determine
the type or types of Plan Awards to be granted to Participants;


 


(iii)        Determine
the number of Plan Awards to be granted and the number of shares of Common Stock to which a Plan Award will relate;


 


(iv)        Determine
the terms and conditions of any Plan Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant
price, or purchase price, any performance criteria, any restrictions or limitations on the Plan Award, any schedule for vesting,
lapse of forfeiture restrictions or restrictions on the exercisability of a Plan Award, and accelerations or waivers thereof, and
any provisions related to non-competition and recapture of gain on a Plan Award, based in each case on such considerations as the
Committee in its sole discretion determines;


 


(v)         Determine
whether, to what extent, and pursuant to what circumstances a Plan Award may be settled in, or the exercise price of a Plan Award
may be paid in cash, of shares of Common Stock, other Plan Awards, or other property, or a Plan Award may be canceled, forfeited,
or surrendered;


 


(vi)        Adjust
performance factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate
to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that
such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons whose
compensation is subject to Section 162(m) of the Code;


 


(vii)       Prescribe
the form of each Award Agreement, which need not be identical for each Participant;


 


(viii)      Determine
the Fair Market Value of Common Stock in good faith, if necessary;


 


(ix)        Grant
waivers of Plan or Plan Award conditions;


 


(x)         Correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any Plan Award or any Award Agreement;


 


(xi)        Determine
whether a Plan Award has been earned;


 




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(xii)        Decide
all other matters that must be determined in connection with a Plan Award;


 


(xiii)       Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(xiv)       Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;


 


(xv)        Make
all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable
to administer the Plan; and


 


(xvi)       Accelerate
wholly or partially the vesting or lapse of restrictions of any Plan Award or portion thereof at any time after the grant of a
Plan Award, subject to the terms and conditions set forth under Article X.


 


(e)          Decisions
Binding. The Committee’s interpretation of the Plan, any Plan Awards granted pursuant to the Plan and any Award Agreement
and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all persons.
Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Corporation
to the Committee for review. Subject to the provisions of Section XI(m) and Article XVII, the resolution of such a dispute by the
Committee shall be final and binding on the Corporation and the Participant.


 


(f)          Delegation
of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a committee
of one or more members of the Board or one or more officers of the Corporation or any Affiliate the authority to grant or amend
Plan Awards or to take other administrative actions pursuant to this Article II; provided, however, that in no event shall an officer
of the Corporation or any Affiliate be delegated the authority to grant awards to, or amend awards held by, the following individuals:
(i) individuals who are subject to Section 16 of the Exchange Act, (ii) Executives, or (iii) officers of the Corporation (or directors)
to whom authority to grant or amend Plan Awards has been delegated hereunder; provided, further, that any delegation of administrative
authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and other Applicable Law, to
the extent applicable. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies
at the time of such delegation, and the Board may, at any time, rescind the authority so delegated or appoint a new delegatee.
At all times, the delegatee appointed under this Section II(f) shall serve in such capacity at the pleasure of the Board and the
Committee.


 




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(g)          Section
162(m) of the Code and Section 16 of the Exchange Act. When necessary or desirable for a Plan Award to qualify as “performance-based
compensation” under Section 162(m) of the Code the Committee shall include at least two persons who are Outside Directors
and at least two (or a majority if more than two then serve on the Committee) such Outside Directors shall approve the grant of
such Award and timely determine (as applicable) the performance period and any performance criteria upon which vesting or settlement
of any portion of such Plan Award is to be subject. When required by Section 162(m) of the Code, prior to settlement of any such
Plan Award at least two (or a majority if more than two then serve on the Committee) such Outside Directors then serving on the
Committee shall determine and certify in writing the extent to which such performance criteria have been timely achieved and the
extent to which cash or the shares of Common Stock subject to such Plan Award have thereby been earned. Awards granted to Participants
who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined
in the regulations promulgated under Section 16 of the Exchange Act). With respect to Participants whose compensation is subject
to Section 162(m) of the Code, and provided that such adjustments are consistent with the regulations promulgated under Section
162(m) of the Code, the Committee may adjust the performance goals to account for changes in law and accounting and to make such
adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or
circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary
items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Corporation
or not within the reasonable control of the Corporation’s management, or (iii) a change in accounting standards required
by generally accepted accounting principles.


 


(h)          Indemnification
of the Committee. The Corporation shall bear all expenses of administering this Plan. The Corporation shall indemnify and hold
harmless each person who is or shall have been a member of the Committee acting as administrator of the Plan, or any agent or person
appointed or delegated by the Committee to perform any of its duties of such, against and from any cost, liability, loss or expense
that may be imposed upon or reasonably incurred by such person in connection with or resulting from any action, claim, suit or
proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or not taken
under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Corporation’s
approval, or paid by such person in satisfaction of any judgment in any such action, suit or proceeding against such person, provided
he or she shall give the Corporation an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. Notwithstanding the foregoing, the Corporation shall not indemnify and hold harmless
any such person if Applicable Law or the Corporation’s Certificate of Incorporation or By-laws prohibit such indemnification.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may
be entitled under the Corporation’s Certificate of Incorporation or By-laws, any agreement, as a matter of law or otherwise,
or under any other power that the Corporation may have to indemnify such person or hold him or her harmless. The provisions of
the foregoing indemnity shall survive indefinitely the term of this Plan.


 




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III

SHARES AVAILABLE


 


(a)          Number
of Shares of Common Stock. Subject to the adjustments provided in Article X of the Plan, the aggregate number of shares of
the Common Stock which may be granted for all purposes under the Plan shall be 83,333 shares of Common Stock. This number, and
other share numbers set forth herein, do not represent the effect of the three for one stock split approved by the Board of Directors
on October 14, 2014; upon the effectiveness of such stock split, the number of shares of Common Stock which may be granted
for all purposes under the Plan shall be 250,000. Shares of Common Stock underlying Plan Awards and shares of Common Stock directly
awarded hereunder (whether or not on a restricted basis) shall be counted against the limitation set forth in the immediately preceding
sentence and may be reused to the extent that the related Plan Award to any individual is settled in cash, expires, is terminated
unexercised, or is forfeited. To the extent that a Stock Appreciation Right related to an Option is exercised, such Option shall
be deemed to have been exercised and vice versa. Common Stock granted to satisfy Plan Awards under the Plan may be authorized and
unissued shares of the Common Stock, issued shares of such Common Stock held in the Corporation’s treasury or shares of Common
Stock acquired on the open market.


 


(b)          Substitute
Awards. To the extent permitted by Applicable Law, Substitute Awards shall not reduce the number of shares of Common Stock
authorized for grant under the Plan. Additionally, in the event that an entity acquired by the Corporation or any Affiliate or
with which the Corporation or any Affiliate combines has shares available under a pre-existing plan approved by stockholders or
equity holders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to
the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation
ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock
of the entities party to such acquisition or combination) may be used for Plan Awards under the Plan and shall not reduce the number
of shares of Common Stock authorized for grant under the Plan; provided that Plan Awards using such available shares shall not
be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not employed by or providing services to the Corporation or its Affiliates
immediately prior to such acquisition or combination.


 




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IV

ELIGIBILITY, ETC.


 


(a)          Eligible
Individuals. Any Employee of the Corporation or an Affiliate (including an entity that becomes an Affiliate after the adoption
of this Plan), a member of the Board or the board of directors of an Affiliate (including an entity that becomes an Affiliate after
the adoption of the Plan) (whether or not such Board or board of directors member is an Employee), any Consultant to the Corporation
or an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) and any entity which is a wholly-owned
alter ego of such Employee, member of the Board or board of directors of an Affiliate or Consultant is eligible to participate
in this Plan if the Committee, in its sole discretion, determines that such person or entity has contributed significantly or can
be expected to contribute significantly to the profits or growth of the Corporation or any Affiliate or if it is otherwise in the
best interest of the Corporation or any Affiliate for such person or entity to participate in this Plan. With respect to any Board
member who is (i) designated or nominated to serve as a Board member by a stockholder of the Corporation and (ii) an employee of
such stockholder of the Corporation, then, at the irrevocable election of the employing stockholder, the person or entity who shall
be eligible to participate in this Plan on behalf of the service of the respective Board member shall be the employing stockholder
(or one of its affiliates). To the extent such election is made, the respective Board member shall have no rights hereunder as
a Participant with respect to such Board member’s participation in this Plan. A Plan Award may be granted to a person or
entity who has been offered employment or service by the Corporation or an Affiliate and who would otherwise qualify as eligible
to receive the Plan Award to the extent that person or entity commences employment or service with the Corporation or an Affiliate,
provided that such person or entity may not receive any payment or exercise any right relating to the Plan Award, and the grant
of the Plan Award will be contingent, until such person or entity has commenced employment or service with the Corporation or an
Affiliate.


 


(b)          Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan to the contrary, any Plan Award granted or
awarded to any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any
amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law
and the Plan, Plan Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.


 


(c)          Foreign
Participant. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws, rules, regulations
or taxes in countries other than the United States in which the Corporation and its Affiliates operate or have Employees, Non-Employee
Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Committee, in its
sole discretion, shall have the power and authority to: (i) determine which Affiliates shall be covered by the Plan; (ii) determine
which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any
Plan Award granted to individuals outside the United States to comply with applicable foreign laws or listing requirements of any
such foreign securities exchange; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the
extent such actions may be necessary or advisable (any such subplans and/or modifications to be attached to the Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Article III; and
(v) take any action, before or after a Plan Award is made, that it deems advisable to obtain approval or comply with any necessary
local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding
the foregoing, the Committee may not take any actions hereunder, and no Plan Awards shall be granted, that would violate Applicable
Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules,
regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.


 




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(d)          Non-Employee
Director Awards. The Committee may, in its discretion, provide that Plan Awards granted to Non-Employee Directors shall be
granted pursuant to a written formula established by the Committee (the “Non-Employee Director Compensation Policy”),
subject to the limitations of the Plan. The Non-Employee Director Compensation Policy shall set forth the type of Plan Award(s)
to be granted to Non-Employee Directors, the number of shares of Common Stock to be subject to Non-Employee Director Plan Awards,
the conditions on which such Plan Awards shall be granted, become exercisable and/or payable and expire, and such other terms and
conditions as the Committee shall determine in its discretion. The Non-Employee Director Compensation Policy may be modified by
the Committee from time to time in its discretion.


 




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V

STOCK OPTIONS


 


The Committee shall have
the authority, in its discretion, to grant Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both types
of Options. Notwithstanding anything contained herein to the contrary, an Incentive Stock Option may be granted only to common
law employees of the Corporation or of any Affiliate now existing or hereafter formed or acquired, and not to any director or officer
who is not also such a common law employee. In order for an Option grant to satisfy the “performance-based compensation”
exemption to the deduction limitation under Code Section 162(m), the maximum number of shares of Common Stock subject to Options
which may be granted to any single Executive during any one calendar year, beginning with the year grants under the Plan first
become subject to such deduction limitations, is 25,000. The terms and conditions of the Options shall be determined from time
to time by the Committee; provided, however, that the Options granted under the Plan shall be subject to the following:


 


(a)          Exercise
Price. The Committee shall establish the exercise price at the time any Option is granted at such amount as the Committee shall
determine; provided, however, that the exercise price for each share of Common Stock purchasable under (i) any
Option which is intended to satisfy the performance-based compensation exemption to the deduction limitation under Section 162(m)
of the Code, (ii) any Incentive Stock Option granted hereunder or (iii) any Option intended to satisfy the requirements
of Treas. Reg. Section 1.409A-1(b)(5)(i)(A) shall at all times be not less than such amount as the Committee shall, in its best
judgment, determine to be one hundred percent (100%) of the Fair Market Value per share of Common Stock at the date the Option
is granted; and provided, further, that in the case of an Incentive Stock Option granted to a person who, at the
time such Incentive Stock Option is granted, owns or, pursuant to Section 422(b)(6) of the Code and the regulations promulgated
thereunder, is deemed to own shares of stock of the Corporation or of any Affiliate which possess more than ten percent (10%) of
the total combined voting power of all classes of shares of stock of the Corporation or of any Affiliate, the exercise price for
each share of Common Stock shall be such amount as the Committee, in its best judgment, shall determine to be not less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock at the date the Option is granted. The exercise price
of any Option will be subject to adjustment in accordance with the provisions of Section X of the Plan.


 


(b)          Payment
of Exercise Price. The exercise price per share of Common Stock with respect to each Option shall be payable at the time the
Option is exercised. Such price shall be payable in cash or pursuant to any of the other methods set forth in Section V(g) hereof,
as determined by the Committee. Shares of Common Stock delivered to the Corporation in payment of the exercise price shall be valued
at the Fair Market Value of the Common Stock on the date preceding the date of the exercise of the Option.


 


(c)          Exercisability
of Options. Except as provided in Section V(e) hereof, each Option shall be exercisable in whole or in installments, and at
such time(s), and subject to the fulfillment of any conditions on, and to any limitations on, exercisability as may be determined
by the Committee at the time of the grant of such Option. The right to purchase shares of Common Stock shall be cumulative so that
when the right to purchase any shares of Common Stock has accrued such shares of Common Stock or any part thereof may be purchased
at any time thereafter until the expiration or termination of the Option.


 




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(d)          Expiration
of Options. No Incentive Stock Option by its terms shall be exercisable after the expiration of ten (10) years from the date
of grant of such Option; provided, however, in the case of an Incentive Stock Option granted to a person who, at the time such
Option is granted, owns (or, pursuant to Section 422(b)(6) of the Code and the regulations promulgated thereunder, is deemed to
own) shares of stock of the Corporation or of any Affiliate possessing more than ten percent (10%) of the total combined voting
power of all classes of shares of stock of the Corporation or of any Affiliate, such Option shall not be exercisable after the
expiration of five (5) years from the date of grant of such Option.


 


(e)          Exercise
Upon Optionee’s Termination of Service. If the Service of an Optionee is terminated by the Optionee, the Corporation
or any Affiliate for any reason other than death, any Incentive Stock Option granted to such Optionee may not be exercised later
than three (3) months (one (1) year in the case of Termination of Service due to Disability) after the date of such Termination
of Service. For purposes of determining whether any Optionee has incurred a Termination of Service, an Optionee who is both an
Employee (or a Consultant) and a member of the Board shall (with respect to any Non-Qualified Option that may have been granted
to him) be considered to have incurred a Termination of Service only upon his Termination of Service both as an employee (or as
a Consultant) and as a member of the Board. Furthermore, except as otherwise may be provided in, and only with respect to, a particular
Plan Award, if an Optionee incurs a Termination of Service by the Corporation or by any Affiliate for Cause, then the Optionee
shall, at the time of such Termination of Service, forfeit his rights to exercise any and all of the outstanding Option(s) theretofore
granted to him.


 


(f)          Maximum
Amount of Incentive Stock Options. Each Plan Award under which Incentive Stock Options are granted shall provide that to the
extent the sum of (i) the Fair Market Value of the shares of Common Stock (determined as of the date of the grant of the Option)
subject to such Incentive Stock Option plus (ii) the Fair Market Values (determined as of the date(s) of grant of the option(s))
of all other shares of Common Stock subject to Incentive Stock Options granted to an Optionee by the Corporation or any Affiliate,
which are exercisable for the first time by any person during any calendar year, exceed(s) one hundred thousand dollars ($100,000),
such excess shares of Common Stock shall not be deemed to be purchasable pursuant to Incentive Stock Options. The terms of the
immediately preceding sentence shall be applied by taking all options, whether or not granted under the Plan, into account in the
order in which they are granted.


 




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(g)          Procedures
for Exercise of Option. The Committee may, in its sole discretion, establish procedures for an Optionee (i) to exercise an
Option by payment of cash, (ii) to have withheld from the total number of shares of Common Stock to be acquired upon the exercise
of an Option that number of shares having a Fair Market Value, which, together with such cash as shall be paid in respect of fractional
shares, shall equal the Option exercise price of the total number of shares of Common Stock to be acquired, (iii) to exercise all
or a portion of an Option by delivering that number of shares of Common Stock already owned by the Optionee having a Fair Market
Value which shall equal the Option exercise price for the portion exercised and, in cases where an Option is not exercised in its
entirety, and subject to the requirements of the Code, to permit the Optionee to deliver the shares of Common Stock thus acquired
by him in payment of shares of Common Stock to be received pursuant to the exercise of additional portions of such Option, the
effect of which shall be that an Optionee can in sequence utilize such newly acquired shares of Common Stock in payment of the
exercise price of the entire Option, together with such cash as shall be paid in respect of fractional shares, (iv) delivery of
a written or electronic notice that the Optionee has placed a market sell order with a broker with respect to shares of Common
Stock then issuable upon exercise of an Option, and that the broker has been directed to pay a sufficient portion of the net proceeds
of the sale to the Corporation in satisfaction of the aggregate payments required; provided that payment of such proceeds is then
made to the Corporation upon settlement of such sale, (v) other form of legal consideration acceptable to the Committee, or (vi)
any combination of the foregoing. The Committee shall also determine the methods by which shares of Common Stock shall be delivered
or deemed to be delivered to Optionees. Notwithstanding any other provision of the Plan to the contrary, no Optionee who is a member
of the Board or an “executive officer” of the Corporation within the meaning of Section 13(k) of the Exchange Act shall
be permitted to make payment with respect to any Options granted under the Plan, or continue any extension of credit with respect
to such payment, with a loan from the Corporation or a loan arranged by the Corporation in violation of Section 13(k) of the Exchange
Act, to the extent applicable. The Committee may, in its sole discretion, require that an exercise described under any one or more
of the methods described under clause (iii) of the immediately preceding sentence (to the extent such exercise is, or is deemed
to constitute, an exercise effected by the tendering of Common Stock) be consummated with Common Stock (i) held by the Optionee
for at least six (6) months or (ii) acquired by the Optionee other than under the Plan or a similar program.


 


(h)          Substitute
Awards. Notwithstanding the foregoing provisions of this Article V to the contrary, but subject to the requirements of Sections
409A and 424 of the Code, in the case of an Option that is a Substitute Award, the exercise price per share of the shares of Common
Stock subject to such Option may be less than the Fair Market Value per share on the date of grant of the Substitute Award; provided
that the excess of: (i) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares of Common
Stock subject to the Substitute Award, over (ii) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate
Fair Market Value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such Fair Market Value
to be determined by the Committee) of the shares of the predecessor entity that were subject to the grant assumed or substituted
for by the Corporation, over (y) the aggregate exercise price of such shares pursuant to the option of the acquired company or
other entity for which the Substitute Award substitutes.


 




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VI

STOCK APPRECIATION RIGHTS


 


(a)          Tandem
Stock Appreciation Rights. The Committee shall have the authority to grant Stock Appreciation Rights in tandem with an Option
at the time of the grant of the Option. Each such Tandem Stock Appreciation Right shall be subject to the same terms and conditions
as the related Option, if any, and shall be exercisable only at such times and to such extent as the related Option is exercisable;
provided, however, that a Tandem Stock Appreciation Right may be exercised only when the Fair Market Value of the
Common Stock exceeds the exercise price of the related Option. A Tandem Stock Appreciation Right shall entitle the Optionee to
surrender to the Corporation unexercised the related Option, or any portion thereof, and, except as provided below, to receive
from the Corporation in exchange therefor that number of shares of Common Stock equal in value to the excess of the Fair Market
Value of one share of the Common Stock of the Corporation on the Trading Day preceding the surrender of such Option over the exercise
price per share of Common Stock multiplied by the number of shares of Common Stock provided for under the Option, or portion thereof,
which is surrendered; provided, however, that no fractional shares of Common Stock shall be issued by reason thereof
(cash being delivered to the Participant in lieu of such fractional shares). The number of shares of Common Stock which may be
received pursuant to the exercise of a Tandem Stock Appreciation Right may not exceed the number of shares of Common Stock provided
for under the Option, or portion thereof, which is surrendered. The Committee shall have the right, in its sole discretion, to
require a Participant to receive cash in whole or in part in settlement of a Tandem Stock Appreciation Right. Within thirty (30)
days following the receipt by the Committee of a request by the Participant to receive cash in whole or in part in settlement of
a Tandem Stock Appreciation Right, the Committee shall, in its sole discretion, either consent to or disapprove, in whole or in
part, such a request. A request to receive cash in whole or in part in settlement of a Tandem Stock Appreciation Right may provide
that, to the extent that the Committee shall disapprove such request, such request shall be deemed to be an exercise of such Tandem
Stock Appreciation Right for shares of Common Stock. Each Tandem SAR shall comply with the requirements of Treas. Reg. Section
1.409A-1(b)(5)(i)(B).


 


(b)          Freestanding
Stock Appreciation Rights. The Committee also shall have the authority to grant Stock Appreciation Rights unrelated to any
Option that may be granted hereunder. Each such Freestanding Stock Appreciation Right shall be subject to such terms and conditions
as determined by the Committee. Freestanding Stock Appreciation Rights shall entitle the Participant to surrender to the Corporation
a portion or all of such rights and, except as provided below, to receive from the Corporation in exchange therefor that number
of shares of Common Stock (or cash, as provided below) equal in value to the excess of the Fair Market Value of one share of the
Common Stock of the Corporation on the Trading Day preceding the surrender of such Freestanding Stock Appreciation Rights over
the Fair Market Value per share of Common Stock (determined as of the date the Stock Appreciation Right was granted) multiplied
by the number of Freestanding Stock Appreciation Rights which are surrendered; provided, however, that no fractional
shares of Common Stock shall be issued by reason thereof (cash being delivered to the Participant in lieu of such fractional shares).
The Committee shall have the right, in its sole discretion, to require a Participant to receive cash in whole or in part in settlement
of a Stock Appreciation Right. Within thirty (30) days following the receipt by the Committee of a request by the Participant to
receive cash in whole or in part in settlement of a Stock Appreciation Right, the Committee shall, in its sole discretion, either
consent to or disapprove, in whole or in part, such a request. A request to receive cash in whole or in part in settlement of a
Stock Appreciation Right may provide that, to the extent that the Committee shall disapprove such request, such request shall be
deemed to be an exercise of such Stock Appreciation Right for shares of Common Stock. Each Freestanding Stock Appreciation shall
comply with the requirements of Treas. Reg. Section 1.409A-1(b)(5)(i)(B).


 




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(c)          Exercise
of Stock Appreciation Rights. The exercisability of a Plan Award granted under this Article VI shall be determined as set forth
in any agreement executed by the Corporation and such Participant hereunder. For purposes of determining whether a Participant
has incurred a Termination of Service (in the context of determining the non-forfeitability of his Stock Appreciation Rights),
a Participant who is both an Employee (or a Consultant) and a member of the Board shall be considered to have incurred a Termination
of Service only upon his Termination of Service both as an Employee (or as a Consultant) and as a member of the Board. Except as
otherwise may be provided in, and only with respect to, a particular Plan Award, if the Participant incurs an involuntary Termination
of Service for Cause, then the Participant shall, at the time of such Termination of Service, forfeit his rights to exercise any
and all of the outstanding Plan Awards granted under this Article VI.


 


(d)          Limitation
on Number of Stock Appreciation Rights. In order for a grant of Stock Appreciation Rights to satisfy the “performance-based
compensation” exemption under Code Section 162(m), the maximum number of Stock Appreciation Rights that may be granted to
any Executive during one calendar year, beginning with the year grants under the Plan first become subject to such deduction limitations,
is 25,000.


 




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VII

RESTRICTED STOCK AND PERFORMANCE SHARES


 


The Committee shall have
the authority to grant shares of Restricted Stock and/or Performance Shares either separately or in combination with other Plan
Awards. The terms and conditions of Performance Shares and shares of Restricted Stock shall be determined from time to time by
the Committee, without limitation, except as otherwise provided in the Plan; provided, that in order for a grant of shares of Restricted
Stock or Performance Shares to satisfy the “performance-based compensation” exemption under Code Section 162(m), beginning
with the year the deduction limitations under such Code Section first become applicable to grants of Plan Awards under the Plan,
the maximum Fair Market Value of shares of Restricted Stock or Performance Shares which may vest with respect to any single Executive
during any one calendar year is $2,000,000. Furthermore:


 


(a)          Services
Rendered. Each such Award of Performance Shares and of Restricted Stock shall be granted for Services rendered; provided,
however, that, with regard to Common Stock-based Plan Awards, the value of the Services performed must equal or exceed the
par value of such shares of Common Stock to be granted to the Participant.


 


(b)          Duration
of Performance or Restricted Period; Satisfaction of Conditions. The duration of the performance or restricted period and the
condition or conditions upon which (i) such restrictions will lapse (and upon which the restricted period will end), (ii) the performance
goals will be deemed to have been satisfied and (iii) such Plan Awards will be paid or distributed shall, except as otherwise provided
herein, be determined by the Committee at the time each such grant is made and will be set forth under the subject Award Agreement.
More than one grant may be outstanding at any one time, and performance or restricted periods may be of different lengths.


 


(c)          Restricted
Stock. Shares of Common Stock granted in the form of Restricted Stock shall be registered in the name of the Participant and,
together with a stock power endorsed by the Participant in blank, deposited with the Corporation at the time the Plan Award is
granted. With respect to such Restricted Stock, the Participant shall generally have the rights and privileges of a stockholder
of the Corporation as to such shares, except that the following restrictions shall apply: (i) the Participant shall not be entitled
to delivery of a certificate until the expiration or termination of the restricted period; (ii) none of the shares of Restricted
Stock may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the restricted period; and (iii)
all of the shares of Restricted Stock shall be forfeited by the Participant without further obligation on the part of the Corporation
as set forth in the following provisions of this Section VII(c). Cash and stock dividends and distributions with respect to
the Restricted Stock will be withheld by the Corporation for the Participant’s account, and interest may be paid on the amount
of cash dividends withheld at a rate and subject to such terms as may be determined by the Committee. All cash or stock dividends
and distributions so withheld by the Corporation shall initially be subject to forfeiture, but shall become non-forfeitable and
payable at the same times, and at the same rate, as determined with respect to the lapse of restrictions on the underlying Restricted
Stock. Upon the forfeiture of any shares of Restricted Stock, such forfeited shares of Common Stock (and any dividends and distributions
set aside thereon) shall be transferred to the Corporation without further action by the Participant. Upon the expiration or termination
of the restricted period, the restrictions imposed on the appropriate shares of Restricted Stock shall lapse and a stock certificate
for the number of shares of Restricted Stock with respect to which the restrictions have lapsed shall be delivered, free of all
such restrictions, except any that may be imposed by law or by any applicable agreement, to the Participant. A Participant who
files an election with the Internal Revenue Service to include the fair market value of any Restricted Stock in gross income while
they are still subject to restrictions shall promptly furnish the Corporation with a copy of such election together with the amount
of any federal, state, local or other taxes that may be required to be withheld to enable the Corporation to claim an income tax
deduction with respect to such election.


 




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(d)          Performance
Shares. For purposes of this Article VII, Performance Shares shall be substantially identical to shares of Restricted Stock
except that the vesting of such Performance Shares will be based solely upon the attainment of one or more performance targets,
as further described below.


 


(e)          Performance
Goal(s). In order to satisfy the requirements of Section 162(m) of the Code (to the extent such requirements are applicable),
the performance goal(s) to be used for purposes of grants to Executives (the attainment of the performance target(s) referenced
in Section VII(f) related to such performance goal(s) determining the number of Performance Shares or shares of Restricted Stock
that become vested under the Plan) shall be as set forth in Appendix “A” hereto, unless and until the Committee proposes
for stockholder vote a change in such general performance measures.


 


(f)          Performance
Targets. At the time of each grant, the Committee shall establish (subject to the provisions of Section VII(e) hereof) specific
performance targets (to be satisfied during the performance period) and/or periods of service to which the vesting of Performance
Shares and shares of Restricted Stock shall be subject. The Committee may also establish a relationship between performance targets
and the number of Performance Shares and shares of Restricted Stock which shall become vested. Furthermore, the Committee also
may establish a relationship between performance results other than the targets and the number of Performance Shares and shares
of Restricted Stock which shall become vested. The Committee shall determine the measures of performance to be used in determining
the extent to which restrictions on shares of Restricted Stock and Performance Shares shall lapse. Performance measures and targets
may vary among grants, but once established for a grant may not be modified with respect to that grant except to the extent required
by application of Article X and provided that the Committee may, in its sole discretion, make such adjustments as it may deem necessary
or advisable in the event of material changes in the criteria used for establishing performance targets which would result in the
dilution or enlargement of a Participant’s award outside the goals intended by the Committee at the time of the grant of
the Plan Award. The performance targets must be established in writing (i) at the time of the grant of the Plan Award or (ii) no
later than the earlier of (x) 90 days after the beginning of the performance period to which they relate or (y) before the lapse
of 25% of the performance period to which they relate. Whether or not the performance targets are attained must be uncertain at
the time that they are established and whether or not the performance targets are achieved must be able to be determined by an
unrelated third party with knowledge of the relevant facts.


 




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(g)          Termination
of Service. If the Participant (i) voluntarily causes himself to incur a Termination of Service for Good Reason or with the
written consent of the Committee, (ii) dies or becomes Disabled or (iii) suffers an involuntary Termination of Service with the
Corporation or with any Affiliate for reasons other than Cause, the Plan Award earned (or which becomes vested and nonforfeitable)
under this Section with respect to any outstanding Performance Shares and shares of Restricted Stock shall be determined in any
agreement executed by such Participant hereunder. For purposes of the immediately preceding sentence, any Participant who is both
an Employee (or a Consultant) and a member of the Board will be considered to have incurred a Termination of Service only upon
his Termination of Service both as an Employee (or as a Consultant) and as a member of the Board. Except as otherwise may be provided
in, and only with respect to, a particular Plan Award, if the Participant incurs a Termination of Service for Cause, all Plan Awards
granted under this Section VII and subject to restrictions shall be immediately forfeited. In such case, the Corporation shall
have the right to complete the blank stock power with respect to shares of Restricted Stock and Performance Shares and transfer
the same to the Corporation’s treasury.


 




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VIII

RESTRICTED STOCK UNITS AND PERFORMANCE UNITS


 


The Committee shall have
the authority to grant Restricted Stock Units and/or Performance Units either separately or in combination with other Plan Awards.
The terms and conditions of Restricted Stock Units and Performance Units shall be determined from time to time by the Committee,
without limitation, except as otherwise provided in the Plan; provided, that in order for a grant of Restricted Stock Units or
Performance Units to satisfy the “performance-based compensation” exemption under Code Section 162(m), beginning with
the year the deduction limitations under such Code Section first become applicable to grants of Plan Awards under the Plan, the
maximum Fair Market Value of shares of Common Stock underlying Restricted Stock Units or Performance Units that may be distributed
to any single Executive during any one calendar year is $2,000,000. Furthermore:


 


(a)          Services
Rendered. Each such Plan Award shall be granted for Services rendered; provided, however, that, with regard to
Common Stock-based Plan Awards, the value of the Services performed must equal or exceed the par value of such shares of Common
Stock to be granted to the Participant.


 


(b)          Duration
of Performance or Restricted Period; Satisfaction of Conditions. The duration of the performance or restricted period and the
condition or conditions upon which (i) such restrictions will lapse (and upon which the restricted period will end), (ii) the
performance goals will be deemed to have been satisfied and (iii) such Plan Awards will be paid or distributed shall, except
as otherwise provided herein, be determined by the Committee at the time each such grant is made and will be set forth under the
subject Award Agreement. More than one grant may be outstanding at any one time, and performance or restricted periods may be of
different lengths.


 


(c)          Restricted
Stock Units. The Committee may grant one or more Restricted Stock Units to a Participant. Such Restricted Stock Units shall
vest pursuant to the vesting schedule set forth in the related Award Agreement and the shares of Common Stock underlying vested
Restricted Stock Units will be distributed to the Participant on the date(s), or upon the event(s), set forth in the related Award
Agreement in the amount of one share of Common Stock for each vested Restricted Stock Unit. At the time of distribution, a stock
certificate for such number of shares of Common Stock shall be delivered to the Participant free of all restrictions (except any
restrictions that may be imposed (i) under the Award Agreement, (ii) by law, or (iii) by any applicable agreement).


 


(d)          Performance
Units. For purposes of this Article VIII, Performance Units shall be substantially identical to shares of Restricted Stock
Units except that the vesting of such Performance Units will be based solely upon the attainment of one or more performance targets,
as further described below.


 


(e)          Performance
Goal(s). In order to satisfy the requirements of Section 162(m) of the Code (to the extent such requirements are applicable),
the performance goal(s) to be used for purposes of grants to Executives (the attainment of the performance target(s) referenced
in Section VIII(f) related to such performance goal(s) determining the number of Performance Units or Restricted Stock Units
that become vested under the Plan) shall be as set forth in Appendix “A” hereto, unless and until the Committee
proposes for stockholder vote a change in such general performance measures.


 




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(f)          Performance
Targets. At the time of each grant, the Committee shall establish (subject to the provisions of Section VIII(e) hereof)
specific performance targets (to be satisfied during the performance period) and/or periods of service to which the vesting of
Performance Units and Restricted Stock Units shall be conditioned. The Committee may also establish a relationship between performance
targets and the number of Performance Units and Restricted Stock Units which shall be earned. Furthermore, the Committee also may
establish a relationship between performance results other than the targets and the number of Restricted Stock Units and the number
or value of Performance Units which shall be earned. The Committee shall determine the measures of performance to be used in determining
the extent to which restrictions on Restricted Stock Units or Performance Units shall lapse. Performance measures and targets may
vary among grants, but once established for a grant may not be modified with respect to that grant except to the extent required
by application of Article X and provided that the Committee may, in its sole discretion, make such adjustments as it may deem
necessary or advisable in the event of material changes in the criteria used for establishing performance targets which would result
in the dilution or enlargement of a Participant’s award outside the goals intended by the Committee at the time of the grant
of the Plan Award. The performance targets must be established in writing (i) at the time of the grant of the Plan Award or
(ii) no later than the earlier of (x) 90 days after the beginning of the performance period to which they relate or (y) before
the lapse of 25% of the performance period to which they relate. Whether or not the performance targets are attained must be uncertain
at the time that they are established and whether or not the performance targets are achieved must be able to be determined by
an unrelated third party with knowledge of the relevant facts.


 


(g)          Dividend
or Interest Equivalents for Restricted Stock Units and Performance Units. The Committee may provide that amounts equivalent
to dividends, distributions or interest shall be payable with respect to Restricted Stock Units or Performance Units held in the
Participant’s performance account. Such amounts shall be credited to the performance account, and shall be payable to the
Participant in cash or in Common Stock, as set forth under the terms of the subject Plan Award, at such time as the Restricted
Stock Units or Performance Units are earned. The Committee further may provide that amounts equivalent to interest, dividends or
distributions held in the performance accounts shall be credited to such accounts on a periodic or other basis.


 


(h)          Termination
of Service. If the Participant (i) voluntarily causes himself to incur a Termination of Service for Good Reason or with the
written consent of the Committee, (ii) dies or becomes Disabled or (iii) suffers an involuntary Termination of Service with the
Corporation or with any Affiliate for reasons other than Cause, the Plan Award earned (or which becomes vested and nonforfeitable)
under this Section with respect to any outstanding Restricted Stock Units, Performance Units or interest, dividend or distributions
equivalents shall be determined in any agreement executed by such Participant hereunder. For purposes of the immediately preceding
sentence, any Participant who is both an Employee (or a Consultant) and a member of the Board will be considered to have incurred
a Termination of Service only upon his Termination of Service both as an Employee (or as a Consultant) and as a member of the Board.
Except as otherwise may be provided in, and only with respect to, a particular Plan Award, if the Participant incurs a Termination
of Service for Cause, all Plan Awards granted under this Section VIII and subject to restrictions shall be immediately forfeited.


 




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IX

CASH INCENTIVES


 


The Committee shall have
the authority to grant Cash Incentives either separately or in combination with other Plan Awards. The terms and conditions of
Cash Incentives shall be determined from time to time by the Committee, without limitation, except as otherwise provided in the
Plan, provided, that in order for a grant of Cash Incentives to satisfy the “performance-based compensation” exemption
under Code Section 162(m), beginning with the year the deduction limitations under such Code Section first become applicable to
grants of Plan Awards under the Plan, the maximum dollar amount of Cash Incentives that may be paid to any single Executive during
any one calendar year is $2,000,000. Furthermore:


 


(a)          Services
Rendered. Each such Plan Award shall be granted for Services rendered.


 


(b)          Duration
of Performance or Restricted Period; Satisfaction of Conditions. The duration of the performance or restricted period and the
condition or conditions upon which (i) such restrictions will lapse (and upon which the restricted period will end), upon
which (ii) the performance goals will be deemed to have been satisfied and (iii) such Plan Awards will be paid or distributed
shall, except as otherwise provided herein, be determined by the Committee at the time each such grant is made and will be set
forth under the subject Award Agreement. More than one grant may be outstanding at any one time, and performance or restricted
periods may be of different lengths.


 


(c)          Cash
Incentives. The Committee may grant Cash Incentive awards to one or more Participants, which provide that the recipients will
receive cash payments (of either a fixed dollar amount or an amount determined by formula) at a specified time in the future based
upon the attainment of certain vesting requirements one or more annual or multi-year performance goals, as further described below.
Except as may be provided in an Award Agreement with respect to a particular Participant, any Cash Incentives earned during a performance
period shall be paid in cash within 21⁄2 months after the end of the performance period to which such Plan Award relates.


 


(d)          Performance
Goal(s). In order to satisfy the requirements of Section 162(m) of the Code (to the extent such requirements are applicable),
the performance goal(s) to be used for purposes of grants to Executives (the attainment of the performance target(s) referenced
in Section IX(e) related to such performance goal(s) determining the amount of Cash Incentives) shall be as set forth in Appendix “A”
hereto, unless and until the Committee proposes for stockholder vote a change in such general performance measures.


 




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(e)          Performance
Targets. At the time of each grant, the Committee shall establish (subject to the provisions of Section IX(d) hereof) specific
performance targets (to be satisfied during the performance period) and/or periods of service to which the vesting of Cash Incentives
shall be conditioned. The Committee may also establish a relationship between performance targets and the amount of Cash Incentives
which shall be earned. Furthermore, the Committee also may establish a relationship between performance results other than the
targets and the amount of Cash Incentives which shall be earned. The Committee shall determine the measures of performance to be
used in determining the extent to which Cash Incentives are earned. Performance measures and targets may vary among grants, but
once established for a grant may not be modified with respect to that grant except to the extent required by application of Article
X and provided that the Committee may, in its sole discretion, make such adjustments as it may deem necessary or advisable in the
event of material changes in the criteria used for establishing performance targets which would result in the dilution or enlargement
of a Participant’s award outside the goals intended by the Committee at the time of the grant of the Plan Award. The performance
targets must be established in writing (i) at the time of the grant of the Plan Award or (ii) no later than the earlier
of (x) 90 days after the beginning of the performance period to which they relate or (y) before the lapse of 25% of the
performance period to which they related. Whether or not the performance targets are attained must be uncertain at the time that
they are established and whether or not the performance targets are achieved must be able to be determined by an unrelated third
party with knowledge of the relevant facts.


 


(f)          Termination
of Service. If the Participant (i) voluntarily causes himself to incur a Termination of Service for Good Reason or with
the written consent of the Committee, (ii) dies or becomes Disabled or (iii) suffers an involuntary Termination of Service
with the Corporation or with any Affiliate for reasons other than Cause, the Plan Award earned (or which becomes vested and nonforfeitable)
under this Section with respect to any outstanding Cash Incentives shall be determined in any agreement executed by such Participant
hereunder. For purposes of the immediately preceding sentence, any Participant who is both an Employee (or a Consultant) and a
member of the Board will be considered to have incurred a Termination of Service only upon his Termination of Service both as an
Employee (or as a Consultant) and as a member of the Board. Except as otherwise may be provided in, and only with respect to, a
particular Plan Award, if the Participant incurs a Termination of Service for Cause, all Plan Awards granted under this Section
VII and subject to restrictions shall be immediately forfeited.


 




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X

ADJUSTMENT OF SHARES; MERGER OR

CONSOLIDATION, ETC. OF THE CORPORATION


 


(a)          Recapitalization,
Etc. In the event there is any change in the number of the outstanding shares of Common Stock of the Corporation by reason
of any reorganization, recapitalization, reincorporation, stock split, stock dividend, combination of shares or otherwise, or in
the case of the payment of an extraordinary dividend as defined in Section 1059(c) of the Code, there shall be substituted for
or added to each share of Common Stock theretofore appropriated or thereafter subject, or which may become subject, to any Option,
Stock Appreciation Right, grant of Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit award, the number
and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which
each such share shall be exchanged, or to which each such share shall be entitled, as the case may be, and the per share price
thereof also shall be appropriately adjusted. Notwithstanding the foregoing, (i) each such adjustment shall comply with the requirements
of Treas. Reg. Section 1.409A-1(b)(5)(v), (ii) each such adjustment with respect to an Incentive Stock Option shall comply with
the rules of Section 424(a) of the Code and (iii) in no event shall any adjustment be made which would render any Incentive Stock
Option granted hereunder to be other than an incentive stock option for purposes of Section 422 of the Code.


 


(b)          Merger,
Consolidation, Change in Control of the Corporation or Sale of Assets.


 


Upon:


 


(i)          the
merger or consolidation of the Corporation with or into another corporation (pursuant to which the stockholders of the Corporation
immediately prior to such merger or consolidation will not, as of the date of such merger or consolidation, own a beneficial interest
in shares of voting securities of the corporation surviving such merger or consolidation having at least a majority of the combined
voting power of such corporation’s then outstanding securities), if the agreement of merger or consolidation does not provide
for:


 


(1)         the
continuance of the Options, Stock Appreciation Rights, Restricted Stock Units, Performance Units, shares of Restricted Stock, Performance
Shares and/or Cash Incentives granted hereunder; or


 


(2)         the
substitution of new cash incentives, options, stock appreciation rights, restricted stock units, performance units, shares of restricted
stock and/or performance shares for Cash Incentives, Options, Stock Appreciation Rights, Restricted Stock Units, Performance Units,
shares of Restricted Stock or Performance Shares granted hereunder, or for the assumption of the same by the surviving corporation;


 


(ii)         the
dissolution, liquidation, or sale of all or substantially all the assets of the Corporation to a person who is (A) not an
“Affiliate” or “Associate” (as defined under Section 12b-2 of the General Rules and Regulations promulgated
under the Exchange Act) of the Corporation or to (B) a direct or indirect owner of a majority of the voting power of the Corporation’s
then outstanding voting securities (such sale of assets being referred to as an “Asset Sale”), or


 




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(iii)        the
Change in Control of the Corporation, if after such Change in Control of the Corporation this Plan (or another plan of the Corporation
or of a successor to the Corporation) does not provide for (1) the continuance of the Cash Incentives, Options, Stock Appreciation
Rights, Restricted Stock Units, Performance Units, shares of Restricted Stock and/or Performance Shares granted hereunder or (2)
the substitution of new cash incentives, options, stock appreciation rights, restricted stock units, shares of restricted stock,
performance units or performance shares for Cash Incentives, Options, Stock Appreciation Rights, Restricted Stock Units, shares
of Restricted Stock, Performance Shares or Performance Units granted hereunder, or for the assumption of the same by the surviving
corporation,


 


Then, (A) with respect to such Options
and Stock Appreciation Rights, the holder of any such Option or Stock Appreciation Right theretofore granted and still outstanding
(and not otherwise expired) shall have the right immediately prior to the effective date of such merger, consolidation, dissolution,
liquidation, Asset Sale or Change in Control of the Corporation to exercise such Option(s) or Stock Appreciation Right(s) in whole
or in part without regard to any installment provision that may have been made part of the terms and conditions of such Option(s)
or Stock Appreciation Right(s), (B) all restrictions regarding transferability and forfeiture on shares of Restricted Stock, Restricted
Stock Units, Performance Shares and Performance Units shall be removed immediately prior to the effective date of such merger,
consolidation, dissolution, liquidation, Asset Sale or Change in Control of the Corporation (and the shares of Common Stock underlying
any such Restricted Stock Units and Performance Units shall be immediately distributed to the applicable Participants) and (C)
the outstanding amount of Cash Incentives, to the extent vested and earned, shall immediately be paid to the Participant; provided
that all conditions precedent to (x) the exercise of such Option(s) or Stock Appreciation Right(s), (y) the transferability of
such shares of Restricted Stock or Performance Shares and the vesting of Restricted Stock Units and Performance Units and (z) the
payment of such Cash Incentives, other than the passage of time, have occurred.


 


The Corporation, to the extent practicable,
shall give advance notice to affected Optionees and holders of Stock Appreciation Rights of any such merger, consolidation, dissolution,
liquidation, Asset Sale or Change in Control of the Corporation. Unless otherwise provided in the subject Award Agreement or merger,
consolidation or Asset Sale agreement, all such Options and Stock Appreciation Rights which are not so exercised shall be forfeited
as of the effective time of such merger, consolidation, dissolution, liquidation or Asset Sale (but not in the case of a Change
in Control of the Corporation). In the event the Corporation becomes a subsidiary of another corporation (the “New Parent
Corporation”) with respect to which the stockholders of the Corporation (as determined immediately before such transaction)
own, immediately after such transaction, a beneficial interest in shares of voting securities of the New Parent Corporation having
at least a majority of the combined voting power of such New Parent Corporation’s then outstanding securities, there shall
be substituted for Cash Incentives, Options, Stock Appreciation Rights, Restricted Stock Units, shares of Restricted Stock, Performance
Shares and Performance Units granted hereunder, (i) cash incentives and (ii) options to purchase, stock appreciation rights issued
with respect to, restricted stock units (and performance units) related to shares of the New Parent Corporation and restricted
shares of common stock (and performance shares) of the New Parent Corporation. The substitution described in the immediately preceding
sentence shall be effected in a manner such that any option granted by the New Parent Corporation (i) shall comply with Treas.
Reg. Section 1.409A-1(b)(5)(v) and (ii) which is intended to replace an Incentive Stock Option granted hereunder shall satisfy
the requirements of Section 422 of the Code.


 




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(c)          Effect
of Merger or Consolidation on Performance-Based Plan Awards, Etc. Notwithstanding the above, as of the effective date of any
merger, consolidation, dissolution, liquidation or Asset Sale described in subsection (b), above, no Participant shall earn any
additional performance-based Plan Award or dividend or interest equivalent under the Plan. Furthermore, if the value of any such
Plan Award cannot be determined as of such date because such Plan Award is conditioned upon the future financial performance of
the Corporation, such Plan Award (including any applicable dividend or interest equivalents) shall, unless otherwise provided in
the subject Award Agreement, be prorated based upon the assumption that such performance criteria have been satisfied at the target
level. Except as provided in Section X(b), any Plan Award payable after the date of the merger, consolidation, dissolution, liquidation
or Asset Sale shall be paid in cash (unless the appropriate merger, consolidation or Asset Sale agreement provides otherwise) as
of the date such Plan Award originally was to have been paid, or as of such earlier date as may be determined by the Corporation
or its successor but subject to the provisions of Section 409A of the Code and the regulations promulgated thereunder.


 




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XI

MISCELLANEOUS PROVISIONS


 


(a)          Administrative
Procedures. The Committee may establish any procedures determined by it to be appropriate in discharging its responsibilities
under the Plan. All actions and decisions of the Committee shall be final.


 


(b)          Assignment
or Transfer. Except as provided in Article XII, no grant or award of any Plan Award or any rights or interests therein shall
be assignable or transferable by a Participant except by will or the laws of descent and distribution or pursuant to a DRO. During
the lifetime of a Participant, Incentive Stock Options granted hereunder shall be exercisable only by the Participant.


 


(c)          Investment
Representation. In the case of Plan Awards paid in shares of Common Stock or other securities, or, with respect to shares of
Common Stock received pursuant to the exercise of an Option or a Stock Appreciation Right, or upon the payment upon any Plan Award,
the Committee may require, as a condition of receiving such securities, that the Participant furnish to the Corporation such written
representations and information as the Committee deems appropriate to permit the Corporation, in light of the existence or nonexistence
of an effective registration statement under the Securities Act, to deliver such securities in compliance with the provisions of
the Securities Act.


 


(d)          Withholding
Taxes. The Corporation (or the appropriate Affiliate) shall have the right to deduct and withhold from all payments hereunder
the minimum statutory required federal, state, local or foreign taxes due to be withheld with respect to such payments. In the
case of the issuance or distribution of Common Stock or other securities hereunder, either directly or upon the exercise of or
payment upon any Plan Award, the Corporation, as a condition of such issuance or distribution, may require the payment (through
withholding from the Participant’s salary, reduction of the number of shares of Common Stock or other securities to be issued,
or otherwise) of any such taxes. Each Participant may satisfy the withholding obligations by paying to the Corporation (or the
appropriate Affiliate) a cash amount equal to the amount required to be withheld or, subject to the Committee’s consent thereto,
by tendering to the Corporation (or to the appropriate Affiliate) a number of shares of Common Stock having a Fair Market Value
equivalent to such cash amount, or by use of the following procedure if approved in writing by the Committee: A procedure whereby
a number of shares of Common Stock or other securities may be withheld from the total number of shares of Common Stock or other
securities to be issued upon exercise, vesting or payment upon an Option, Stock Appreciation Right or other grant of Plan Awards,
as applicable. The Committee may, in its sole discretion, require that if any such withholding is effected by the tendering of
Common Stock, such withholding shall be consummated with Common Stock (i) held by the Optionee for at least six months or (ii)
acquired by the Optionee other than under the Plan or a similar program.


 


(e)          Costs
and Expenses. The costs and expenses of administering the Plan shall be borne by the Corporation and shall not be charged against
any award nor to any person receiving a Plan Award.


 




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(f)          Funding
of Plan. The Plan shall be unfunded. The Corporation (and the appropriate Affiliates) shall not be required to segregate any
of their assets to assure the payment of any Plan Award under the Plan. Neither the Participants nor any other persons shall have
any interest in any fund or in any specific asset or assets of the Corporation or any other entity by reason of any Plan Award,
except to the extent expressly provided hereunder. The interests of each Participant and former Participant hereunder are unsecured
and shall be subject to the general creditors of the Corporation and of the Affiliates.


 


(g)          Other
Incentive Plans. The adoption of the Plan does not preclude the adoption by appropriate means of any other incentive plan for
Employees or other service providers or any other person granted or eligible to be granted a Plan Award under the Plan.


 


(h)          Severability.
In case any provision of the Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions
had never been inserted herein.


 


(i)          Payments
Due Missing Persons. The Corporation shall make a reasonable effort to locate all persons entitled to benefits under the Plan
other than Options and Stock Appreciation Rights (the “Benefits”); however, notwithstanding any provisions of
the Plan to the contrary, if, after a period of one (1) year from the date such Benefits shall be due, any such persons entitled
to Benefits have not been located, their rights under the Plan with respect to such Benefits shall stand suspended. Before this
provision becomes operative, the Corporation shall send a certified letter to all such persons at their last known addresses advising
them that their rights under the Plan shall be suspended. Subject to all applicable state laws, any such suspended Benefits shall
be held by the Corporation for a period of one (1) additional year and thereafter such Benefits shall be forfeited and thereafter
remain the property of the Corporation.


 


(j)          Liability
and Indemnification.


 


(i)          Neither
the Corporation nor any Affiliate shall be responsible in any way for any action or omission of the Committee or any other fiduciaries
in the performance of their duties and obligations as set forth in the Plan. Furthermore, neither the Corporation nor any Affiliate
shall be responsible for any act or omission of any of their agents, or with respect to reliance upon advice of their counsel,
provided that the Corporation and/or the appropriate Affiliate relied in good faith upon the action of such agent or the advice
of such counsel.


 


(ii)         Neither
the Corporation, any Affiliate, the Committee, nor any agents, employees, officers, directors or shareholders of any of them, nor
any other person shall have any liability or responsibility with respect to the Plan, except as expressly provided herein.


 


(k)          Incapacity.
If the Committee shall receive evidence satisfactory to it that a person entitled to receive payment of, or exercise, any Plan
Award is, at the time when such benefit becomes payable or exercisable, a minor, or is physically or mentally incompetent to receive
or exercise such Plan Award and to give a valid release thereof, and that another person or an institution is then maintaining
or has custody of such person and that no guardian, committee or other representative of the estate of such person shall have been
duly appointed, the Committee may make payment of such Plan Award otherwise payable to such person to (or permit such Plan Award
to be exercised by) such other person or institution, including a custodian under a Uniform Gifts to Minors Act or corresponding
legislation (who shall be an adult, a guardian of the minor or a trust company), and the release by such other person or institution
shall be a valid and complete discharge for the payment or exercise of such Plan Award.


 




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(l)          Cooperation
of Parties. The Corporation, each Participant and any person claiming any interest hereunder agree to perform any and all acts
and execute any and all documents and papers which are necessary or desirable for carrying out the Plan or any of its provisions.


 


(m)          Governing
Law. All questions pertaining to the validity, construction and administration of the Plan shall be determined in accordance
with the laws of the State of Delaware without regard to its principles of conflicts of law. Subject to the provisions of Article
XVII hereof, in the event that any person is compelled to bring a claim related to this Plan, to interpret or enforce the provisions
of the Plan, to recover damages as a result of a breach of the terms of this Plan, or from any other cause (a “Claim”),
such Claim must be processed in the manner set forth below:


 


(i)          THE
SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND THE CORPORATION AND EACH PARTICIPANT (INCLUDING FORMER PARTICIPANTS,
BENEFICIARIES OF PARTICIPANTS OR FORMER PARTICIPANTS OR PERSONS ACTING FOR OR ON BEHALF THEREOF WAIVES THE RIGHT TO A JURY TRIAL
OR COURT TRIAL. No Participant shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms
of this Plan.


 


(ii)         Any
arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules
and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph.
Venue for any arbitration pursuant to this Plan will lie in the locality of the principal executive offices of the Corporation.
The arbitrator will be selected by mutual agreement of the parties to such arbitration or, if the parties cannot agree, then by
striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each
pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each party to the arbitration bears
the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if
the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written
opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The
award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.


 


(n)          Non-guarantee
of Employment or Consulting Relationship. Nothing contained in the Plan shall be construed as a contract of employment (or
as a consulting contract) between the Corporation (or any Affiliate), and any Employee or Participant, as a right of any Employee
or Participant to be continued in the employ of (or in a Consulting Relationship with) the Corporation (or any Affiliate), or as
a limitation on the right of the Corporation or any Affiliate to discharge any of its Employees (or Consultants), at any time,
with or without cause (but subject to the terms of any applicable employment or consulting agreement).


 




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(o)          Notices.
Each notice relating to the Plan shall be in writing and delivered in person, by recognized overnight courier or by certified or
express mail to the proper address. Except as otherwise provided in any Award Agreement, or as the Committee or Corporation shall,
in writing, notify applicable Participants, former Participants, beneficiaries or other persons acting for or on behalf of such
persons, all notices to the Corporation or the Committee shall be addressed to it at 800 Standard Parkway, Auburn Hills, Michigan
48326 Attn: Chief Financial Officer. All notices to Participants, former Participants, beneficiaries or other persons acting for
or on behalf of such persons shall be addressed to such person at the last address for such person maintained in the Committee’s
records.


 


(p)          Written
Agreements. Each Plan Award shall be evidenced by a signed written agreement between the Corporation and the Participant containing
the terms and conditions of the award.


 


(q)          Section
409A of the Code.


 


(i)          This
Plan and the related Award Agreements (collectively, for purposes of this Section XI(q), the “Plan”) are intended
to comply with the requirements of Section 409A of the Code (“Section 409A”). Payments of Non-Qualified Deferred
Compensation (as such term is defined under Section 409A and the regulations promulgated thereunder) may only be made under this
Plan to a Participant subject to the provisions of Section 409A upon an event and in a manner permitted by Section 409A. Any amounts
payable solely on account of an involuntary separation from service of the Participant within the meaning of Section 409A shall
be excludible from the requirements of Section 409A, either as involuntary separation pay (exempt from the provisions of Section
409A under Treas. Reg. Section 1.409A-1(b)(9)) or as short-term deferral amounts (as described in Treas. Reg. Section 1.409A-1(b)(4)),
to the maximum possible extent. For purposes of Section 409A, the right to a series of installment payments under this Plan shall
be treated as a right to a series of separate payments.


 


(ii)         To
the extent required by Section 409A, and notwithstanding any other provision of this Plan to the contrary, no payment of Non-Qualified
Deferred Compensation will be provided to, or with respect to, a Participant on account of his separation from service until the
first to occur of (i) the date of the Participant’s death or (ii) the date which is one day after the six (6) month anniversary
of his separation from service, but in either case only if he is a “specified employee” (as defined under Section 409A(a)(2)(B)(i)
of the Code and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed
pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum promptly following the first
to occur of the two dates specified in such immediately preceding sentence.


 


(iii)        Any
payment of Non-Qualified Deferred Compensation made pursuant to a voluntary or involuntary Termination of Service shall be withheld
until the Participant (who is subject to the provisions of Section 409A) incurs both (i) a Termination of Service and (ii) a “separation
from service” with the Corporation and all of the Affiliates, as such term is defined in Treas. Reg. Section 1.409A-1(h).


 




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(iv)        If
a Participant subject to the provisions of Section 409A is permitted to elect to defer a Plan Award or any payment under a Plan
Award, such election shall be made in accordance with the requirements of Code Section 409A. Each initial deferral election (an
“Initial Deferral Election”) must be received by the Committee prior to the following dates or will have no
effect whatsoever:


 


(a)          Except
as otherwise provided below or in Treas. Reg. Section 1.409A-2, the December 31 immediately preceding the year in which the compensation
is earned;


 


(b)          With
respect to the first year of participation in the Plan, within 30 days of the beginning of such year;


 


(c)          With
respect to any annual or long-term incentive pay which qualifies as “performance-based compensation” within the meaning
of Code Section 409A, by the date six (6) months prior to the end of the performance measurement period applicable to such incentive
pay provided such additional requirements set forth in Code Section 409A are met;


 


(d)          With
respect to “fiscal year compensation” as defined under Code Section 409A, by the last day of the Corporation's fiscal
year immediately preceding the year in which the fiscal year compensation is earned; or


 


(e)          With
respect to mid-year Plan Awards or other legally binding rights to a payment of compensation in a subsequent year that is subject
to a forfeiture condition requiring the Participant’s continued service for a period of at least twelve (12) months, on or
before the thirtieth (30th) day following the grant of such Plan Award, provided that the election is made at least twelve (12)
months in advance of the earliest date at which the forfeiture condition could lapse.


 


The Committee may, in its sole discretion,
permit such Participants to submit additional deferral elections in order to delay, but not to accelerate, a payment, or to change
the form of payment of an amount of deferred compensation (a “Subsequent Deferral Election”), if, and only if,
the following conditions are satisfied: (i) the Subsequent Deferral Election must not take effect until 12 months after the
date on which it is made, (ii) in the case of a payment other than a payment attributable to the Participant's death, disability
or an unforeseeable emergency (all within the meaning of Section 409A of the Code) the Subsequent Deferral Election further
defers the payment for a period of not less than five years from the date such payment would otherwise have been made and (iii) the
Subsequent Deferral Election is received by the Committee at least 12 months prior to the date the payment would otherwise have
been made. In addition, such Participants may be further permitted to revise the form of payment they have elected, or the number
of installments elected, provided that such revisions comply with the requirements of a Subsequent Deferral Election.


 


(v)         To
the extent the Plan provides that Non-Qualified Deferred Compensation can be paid, at the discretion of the Committee, during a
certain period (e.g., 60 days) following a permissible payment event or trigger, and if the payment period spans two taxable
years of a Participant, then such Non-Qualified Deferred Compensation shall be paid during the second of such taxable years


 




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(vi)        The
preceding provisions of this Section XI(q) shall not be construed as a guarantee by the Corporation or by any Affiliate of any
particular tax effect to the Participants under this Plan. The Corporation and its Affiliates shall not be liable to the Participants
for any additional tax, penalty or interest imposed under Section 409A nor for reporting in good faith any payment made under
this Plan as an amount includible in gross income under Section 409A.


 


(r)          Listing,
Registration, Etc. All shares of Common Stock issued pursuant to the terms of this Plan will be subject to the requirement
that if at any time the Board determines, in its sole discretion, that it is necessary or desirable to list, register or qualify
upon any national securities exchange or under any state or federal securities or other law or regulation, such shares of Common
Stock, or that it is necessary or desirable to obtain the consent or approval of any governmental regulatory body, as a condition
to or in connection with the issuance hereunder of Common Stock, the Common Stock may not be issued unless or until the listing,
registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board.
The recipient of any shares of Common Stock must supply the Corporation with any certificates, representations and information
as the Corporation reasonably requests, and must otherwise cooperate with the Corporation in obtaining or effecting any listing,
registration, qualification, consent or approval the Board deems necessary or desirable. If the Corporation, as part of an offering
of securities or otherwise, finds it desirable because of federal or state regulatory requirements to reduce the period during
which any shares of Common Stock vest, the Board may, in its sole discretion and without the holders’ consent, reduce that
period on not less than 10 days’ written notice to the holders affected. Nothing contained herein will obligate the Corporation
to list, register or qualify any shares of Common Stock or other securities upon any national securities exchange or otherwise
or under any federal or state securities laws.


 




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(s)          Golden
Parachute Restrictions. Notwithstanding any other provisions of this Plan to the contrary, if the receipt of any payments or
benefits under this Plan would subject a Participant to tax under Code Section 4999, the Committee may determine whether some amount
of payments or benefits would meet the definition of a “Reduced Amount.” If the Committee determines that there is
a Reduced Amount, the total payments or benefits to the Participant under all Plan Awards must be reduced to such Reduced Amount,
but not below zero. It is the intention of the Corporation and any such Participant to reduce the payments under this Plan only
if the aggregate “Net After Tax Receipts” to such Participant would thereby be increased. If the Committee determines
that the benefits and payments must be reduced to the Reduced Amount, the Corporation must promptly notify such Participant of
that determination, with a copy of the detailed calculations by the Committee. All determinations of the Committee under this Section XI(s)
shall be final, conclusive and binding upon the Corporation and any such Participant. As result of the uncertainty in the application
of Code Section 4999 at the time of the initial determination by the Committee under this XI(s), however, it is possible that amounts
will have been paid under the Plan to or for the benefit of a Participant which should not have been so paid (“Overpayment”)
or that additional amounts which will not have been paid under the Plan to or for the benefit of a Participant could have been
so paid (“Underpayment”), in each case consistent with the calculation of the Reduced Amount. If the Committee,
based either upon the assertion of a deficiency by the Internal Revenue Service against the Corporation or a Participant, which
the Committee believes has a high probability of success, or controlling precedent or other substantial authority, determines that
an Overpayment has been made, any such Overpayment must be treated for all purposes as a loan, to the extent permitted by Applicable
Law, which such Participant must repay to the Corporation together with interest at the applicable federal rate under Code Section
7872(f)(2); provided, however, that no such loan may be deemed to have been made and no amount shall be payable by a Participant
to the Corporation if and to the extent such deemed loan and payment would not either reduce the amount on which the Participant
is subject to tax under Code Sections 1, 3101 or 4999 or generate a refund of such taxes. If the Committee, based upon controlling
precedent or other substantial authority, determines that an Underpayment has occurred, the Committee must promptly notify the
Corporation of the amount of the Underpayment, which then shall be paid promptly to the Participant but no later than the end of
the Participant's taxable year next following the Participant’s taxable year in which the determination is made that the
Underpayment has occurred. For purposes of this Section XI(s): (i) “Net After Tax Receipts” means the Present
Value of a payment under this Plan net of all taxes imposed on Participant with respect thereto under Code Sections 1, 3101
and 4999, determined by applying the highest marginal rate under Code Section 1 which applies to the Participant's taxable
income for the applicable taxable year; (ii) “Present Value” means the value determined in accordance with Code
Section 280G(d)(4); and (iii) “Reduced Amount” means the smallest aggregate amount of all payments and benefits
under this Plan which (x) is less than the sum of all payments and benefits under this Plan and (y) results in aggregate
Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate payments
and benefits under this Plan were any other amount less than the sum of all payments and benefits to be made under this Plan. If
any payment or benefit is reduced under this Section XI(s), such reduction shall be made in the following order: (i) first,
any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be
reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments)
shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. Any
necessary reduction in each subcategory shall first be applied to the latest scheduled payment in such subcategory and shall continue
to the extent necessary until the most current payment is reduced or eliminated.


 


(t)          Clawback
of Payments.


 


(i)          Compliance
with Law. Notwithstanding any provision of this Plan to the contrary, each Participant’s benefits awarded or paid hereunder
(including, but not limited to, payments of cash, equity underlying grants, and equity released from restrictions) may be subject
to recoupment by the Corporation to the extent required (i) under the applicable requirements of Section 304 of the Sarbanes-Oxley
Act of 2002 and/or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (each as in effect
from time to time, any applicable rules and regulations with respect thereto that are promulgated thereunder by the Securities
and Exchange Commission and the exchange(s) and/or other trading facility(ies) on which any class of securities of the Corporation
is traded) or (ii) by any other policy or rule adopted by the Board or the Corporation’s stockholders pursuant to a
duly authorized vote. To the extent these recoupment rules apply to any Participant, but without in any way limiting the generality
of the foregoing, the Participant’s Plan Awards shall be subject to recoupment under the Corporation’s clawback policy,
as in effect from time to time (the “Clawback Policy”), to the extent provided therein. The Corporation intends,
but the Corporation does not and cannot guarantee, that to the extent any payment under this Plan qualifies as non-qualified deferred
compensation (as defined under Section 409A of the Code and the regulations promulgated thereunder) any recoupment required
under this Section XI(t) shall either be exempt from Section 409A of the
Code or comply with the applicable requirements of Section 409A of the Code regarding the prohibited acceleration of payments
of deferred compensation.


 




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(ii)         Termination
of Service for Cause.


 


(a)          In
the event of a Participant’s Termination of Service for Cause (or a voluntary Termination after the occurrence of an event
that would be grounds for a Termination for Cause), the Company may at any time during the period commencing on the date of such
Termination of Service and ending on the six (6)-month anniversary of such Termination repurchase from the Participant any shares
of Common Stock previously acquired by the Participant through the exercise, grant or payment of an Award under the Plan at a repurchase
price equal to the lesser of (i) the original purchase price or exercise price, as applicable (as appropriately adjusted to reflect
stock splits, stock dividends, combinations of equity and other recapitalizations affecting the capital stock of the Company),
if any, and (ii) Fair Market Value as of the date of the delivery of the notice described in Section 11(t)(ii)(b).


 


(b)          If
the Company elects to exercise the rights under Section 11(t)(ii)(a), the Company shall do so by delivering to the
Participant a notice of such election, specifying the number of shares to be purchased and the closing date and time of such purchase.
Such closing shall take place within thirty (30) days following such notice at the Company’s principal executive offices.
At such closing, the Company shall pay the Participant the repurchase price as specified in this Section 11(t)(ii)
in cash, by cancellation of indebtedness of the Participant, with a promissory note bearing interest at the prime rate, as published
by the Wall Street Journal, or any combination of the foregoing. The Company will be entitled to receive customary representations
and warranties from the Participant regarding the Common Stock being repurchased including, but not limited to, the representation
that the Participant has good and marketable title to the Common Stock to be repurchased free and clear of all liens, claims and
other encumbrances.


 


(c)          All
repurchases shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company’s
and its Subsidiaries’ debt financing agreements. If any such restrictions prohibit the repurchase of Common Stock for cash,
the Company shall have the right to deliver, as payment of the repurchase price, a subordinated note or notes payable in up to
five equal annual installments beginning on the first anniversary of the repurchase closing and bearing an annual interest rate
compounded annually equal to the applicable federal rate then in effect (provided that such notes shall accelerate and be payable
in full once the Company is permitted to repurchase the Common Stock or repay such notes under the debt financing agreements or,
if earlier, upon a Change of Control of the Company. Any such notes issued by the Company shall be subject to any restrictive covenants
in debt financing agreements to which the Company is subject at the time of the repurchase closing. If any such restrictions prohibit
the repurchase of Common Stock for such subordinated notes, then the time periods provided herein for repurchases shall be suspended,
and the Company may make such repurchases as soon as it is permitted to do so under such restrictions.


 




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(u)          Lock-up
Agreement. Each recipient of a Plan Award hereunder agrees, in connection with the registration with the Securities and Exchange
Commission under the Securities Act of the public sale of the Corporation’s Common Stock, not to sell, make any short sale
of, loan, grant any option for the purchase of or otherwise dispose of any securities of the Corporation (other than those included
in the registration) without the prior written consent of the Corporation or the underwriters of such public offer and sale, as
the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as the Corporation
or the underwriters, as the case may be, shall specify. Each such recipient agrees that the Corporation may instruct its transfer
agent to place stop-transfer notations in its records to enforce this Section XI(u). Each such recipient agrees to execute such
form of agreement reflecting the foregoing restrictions and such other restrictions as requested by the underwriters managing such
offering.


 


(v)         Certain
Rules of Construction.


 


(i)          The
headings and subheadings set forth in this Plan are inserted for the convenience of reference only and are to be ignored in any
construction of the terms set forth herein.


 


(ii)         Wherever
applicable, the neuter, feminine or masculine pronoun as used herein shall also include the masculine or feminine, as the case
may be.


 


(iii)        The
words “hereof,” “herein,” “hereunder” and similar words refer to this Plan as a whole and not
to any particular provision of this Plan; and any subsection, Section, Schedule, Appendix or Exhibit references are to this Plan
unless otherwise specified.


 


(iv)         The
term “including” is not limiting and means “including without limitation.”


 


(v)           References
in this Plan to any statute or statutory provisions include a reference to such statute or statutory provisions as from time to
time amended, modified, reenacted, extended, consolidated or replaced (whether before or after the date of this Plan) and to any
subordinate legislation made from time to time under such statute or statutory provision.


 


(vi)         References
to this Plan or to any other document include a reference to this Plan or to such other document as varied, amended, modified,
novated or supplemented from time to time.


 


(vii)        References
to “writing” or “written” include any non-transient means of representing or copying words legibly, including
by facsimile or electronic mail.


 


(viii)       References
to “$” are to United States Dollars.


 


(ix)          References
to “%” are to percent.


 




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(w)          No
Stockholder’s Rights. Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder
with respect to shares of Common Stock covered by any Plan Award until the Participant becomes the record owner of such shares
of Common Stock. Without limiting the generality of the foregoing, no Participant will have any of the rights of a stockholder
with respect to any shares of Common Stock until the shares of Common Stock are issued to the Participant. Subject to the other
provisions of this Plan to the contrary, after shares of Common Stock are issued to the Participant, the Participant will be a
stockholder and have all the rights of a stockholder with respect to such shares of Common Stock, including the right to vote and
receive all dividends or other distributions made or paid with respect to such shares of Common Stock; provided, that if such shares
of Common Stock are Restricted Stock or Performance Shares, then any new, additional or different securities the Participant may
become entitled to receive with respect to such shares of Common Stock by virtue of a stock dividend, stock split or any other
change in the corporate or capital structure of the Corporation will be subject to the same restrictions as the Restricted Stock
or Performance Shares; provided, further, that the Participant will have no right to retain such stock dividends or stock distributions
with respect to shares of Common Stock that are forfeited or repurchased by the Corporation pursuant to this Plan or the Award
Agreement.


 


(x)          Paperless
Administration. In the event that the Corporation establishes, for itself or using the services of a third party, an automated
system for the documentation, granting or exercise of Plan Awards, such as a system using an internet website or interactive voice
response, then the paperless documentation, granting or exercise of Plan Awards by a Participant may be permitted through the use
of such an automated system.


 


(y)          Compliance
with Laws. The Plan, the granting and vesting of Plan Awards under the Plan and the issuance and delivery of shares of Common
Stock and the payment of money under the Plan or under Plan Awards granted or awarded hereunder are subject to compliance with
all Applicable Laws (including but not limited to 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. Any securities
delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by
the Corporation, provide such assurances and representations to the Corporation as the Corporation may deem necessary or desirable
to assure compliance with all Applicable Laws. To the extent permitted by Applicable Law, the Plan and Plan Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.


 


(z)          Securities
Law and Other Regulator/Compliance. A Plan Award will not be effective unless such Plan Award is in compliance with all applicable
federal, state and foreign securities laws, rules and regulations of any governmental body, and the requirements of any national
stock exchange or automated quotation system upon which the shares of Common Stock granted under such Plan Award may then be listed
or quoted, as they are in effect on the date of grant of the Plan Award, on the date of exercise or other issuance or any other
date while the Plan Award is oustanding. Notwithstanding any other provision in this Plan, the Corporation will have no obligation
to issue or deliver certificates for shares of Common Stock under this Plan prior to: (i) obtaining any approvals from governmental
agencies that the Corporation determines are necessary or advisable; and/or (ii) completion of any registration or other qualification
of such shares of Common Stock under any state, federal or foreign law or ruling of any governmental body that the Corporation
determines to be necessary or advisable. The Corporation will be under no obligation to register the shares of Common Stock with
the Securities and Exchange Commission or to effect compliance with the registration, qualification or listing requirements of
any state securities laws, national stock exchange or automated quotation system, and the Corporation will have no liability for
any inability or failure to do so. As a condition to the grant of any Plan Award, the Corporation may require each Participant
to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation
and to make any representation or warranty with respect thereto as may be requested by the Corporation.


 




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XII

TRANSFERABILITY OF AWARDS


 


(a)          In
General. Except as otherwise provided in Section XII(b):


 


(i)          No
Plan Award may be sold, pledged, encumbered, assigned or transferred in any manner other than by will or the laws of descent and
distribution or, subject to the consent of the Committee, pursuant to a DRO, unless and until such Plan Award has been exercised,
or the shares of Common Stock underlying such Plan Award have been issued, and all restrictions, including without limitation risks
of forfeiture, applicable to such shares of Common Stock have lapsed;


 


(ii)         No
Plan Award or interest or right therein shall be liable for or may be applied to pay, satisfy or settle the debts, contracts or
engagements of a Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation,
pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary, or by
operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy or
insolvency), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition
is permitted by [the preceding sentence];1 and


 


(iii)        During
the lifetime of a Participant, only such Participant may exercise a Plan Award (or any portion thereof) granted to him under the
Plan, unless it has been disposed of pursuant to a DRO, and after the death of a Participant any exercisable portion of a Plan
Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised
by Participant's personal representative or by any person empowered to do so under the deceased Participant's will or under the
then applicable laws of descent and distribution.


 


(b)          Permitted
Transferees. Notwithstanding Section XII(a) hereof, the Committee may, in its sole discretion, determine to permit a Participant
to transfer a Plan Award other than an Incentive Stock Option to any one or more Permitted Transferees, subject to the following
terms and conditions: (i) a Plan Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted
Transferee other than by will or the laws of descent and distribution; (ii) a Plan Award transferred to a Permitted Transferee
shall continue to be subject to all the terms and conditions of the Plan Award as applicable to the original Participant (other
than the ability to further transfer the Plan Award); (iii) any transfer of a Plan Award to a Permitted Transferee shall be without
consideration; and (iv) the Participant and the Permitted Transferee shall execute any and all documents requested by the Committee,
including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any
requirements for an exemption for the transfer under Applicable Law and (C) evidence the transfer.


 


 






1 Section XII(a)(i)?


 




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(c)          Beneficiaries.
Notwithstanding Section XII(a) hereof, a Participant may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with respect to any Plan Award upon the Participant’s
death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject
to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and
the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If
a Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community
property state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable, as his
or her beneficiary with respect to more than 50% of the Participant’s interest in the Plan Award shall not be effective without
the prior written or electronic consent, in form and substance satisfactory to the Committee, of such Participant’s spouse
or domestic partner. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled
thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided that the change or revocation is filed with the Committee
prior to the Participant’s death.


 




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XIII

CONDITIONS TO ISSUANCE OF SHARES OF COMMON STOCK


 


(a)          Delivery
of Certificates. Notwithstanding anything herein to the contrary, the Corporation shall not be required to issue or deliver
any certificates or make any book entries evidencing shares of Common Stock pursuant to the exercise of any Plan Award, unless
and until the Board or the Committee has determined, with advice of counsel, that the issuance of such shares of Common Stock is
in compliance with Applicable Law and the shares of Common Stock are covered by an effective registration statement under the Securities
Act or applicable exemption under the Securities Act from registration. In addition to the terms and conditions provided herein,
the Board or the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the
Board or the Committee, in its discretion, deems advisable in order to comply with Applicable Law as a condition to the issuance
or exercise of any Plan Award.


 


(b)          Stop-Transfer
Orders. All stock certificates delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry
procedures are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply
with Applicable Law. The Committee may place legends on any stock certificate or book entry to reference restrictions applicable
to the shares of Common Stock.


 


(c)          Settlement
of Plan Award. The Committee shall have the right to require any Participant to comply with any timing or other restrictions
with respect to the settlement, distribution or exercise of any Plan Award, including a window-period limitation, as may be imposed
in the sole discretion of the Committee.


 


(d)          Fractional
Shares. No fractional shares of Common Stock shall be issued and the Committee shall determine, in its sole discretion, whether
cash shall be given in lieu of fractional shares of Common Stock or whether such fractional shares of Common Stock shall be eliminated
by rounding down to the nearest whole share of Common Stock.


 


(e)          Book
Entry Stock. Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by Applicable
Law, the Corporation shall not deliver to any Participant certificates evidencing shares of Common Stock issued in connection with
any Plan Award and instead such shares of Common Stock shall be recorded in the books of the Corporation (or, as applicable, its
transfer agent or stock plan administrator).


 




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XIV

AMENDMENT OR TERMINATION OF PLAN


 


The Board of Directors
of the Corporation shall have the right to amend, suspend or terminate the Plan at any time, provided that no amendment shall be
made which shall increase the total number of shares of the Common Stock of the Corporation which may be issued and sold pursuant
to Incentive Stock Options, reduce the minimum exercise price in the case of an Incentive Stock Option or modify the provisions
of the Plan relating to eligibility with respect to Incentive Stock Options unless such amendment is made by or with the approval
of the stockholders of the Corporation within 12 months of the effective date of such amendment, but only if such approval is required
by Applicable Law. Furthermore, no amendment to the Plan may change (i) the maximum amount of Plan Awards that may be granted or
paid on an annual basis or (ii) the exercise price of any options granted hereunder without the prior approval of the Corporation’s
stockholders in the manner required under Section 162(m) of the Code; provided, however, that such stockholder consent is required
only during such period that the deduction limitations under Code Section 162(m) apply to Plan Awards granted under the Plan. Lastly,
any amendment or termination of the Plan shall be subject to all other Applicable Law. The Board of Directors of the Corporation
shall also be authorized to amend the Plan and the Options granted thereunder to maintain qualification as Incentive Stock Options,
if applicable. Except as otherwise provided herein, no amendment, suspension or termination of the Plan shall alter or impair any
vested Plan Award previously granted under the Plan without the consent of the holder thereof.


 




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XV

STOCKHOLDER APPROVAL


 


Notwithstanding any provision
of this Plan or any Award Agreement to the contrary, but only to the extent necessary to satisfy the performance-based compensation
exception to the application of Section 162(m) of the Code or in order to satisfy any other Applicable Law, no Plan Award may be
granted (or settled) in the absence of the timely approval of the Plan and/or the Plan Awards by that number of the owners of the
Corporation’s outstanding shares of Common Stock required by Applicable Law to approve the Plan and/or such Plan Awards.
Such approval must be obtained by a separate vote of the Corporation’s stockholders or by any other method allowed under
the Applicable Law. Furthermore, to the extent permitted by Applicable Law, any one or more of the Corporation’s stockholders
may delegate to any agent or other person the power to so vote such stockholder’s or stockholders’ shares of Common
Stock.


 




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XVI

TERM OF PLAN


 


The Plan shall automatically
terminate on the day immediately preceding the tenth (10th) anniversary of the date the Plan was adopted by the Board of Directors
of the Corporation, unless sooner terminated by such Board of Directors. No Plan Awards may be granted under the Plan subsequent
to the termination of the Plan.


 




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XVII

CLAIMS PROCEDURES


 


(a)          Denial
of Claims. If a Participant is denied any portion of the amounts which he reasonably believes is due to be paid to him under
the Plan, and only if this Plan (or the applicable portion thereof), in conjunction with the applicable Plan Award, is deemed to
constitute an “employee benefit plan” within the meaning of Section 3(1) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), such Participant must so notify the Committee and the Committee shall advise
the Participant in writing of the specific reasons for such denial. The Committee shall also furnish the Participant at that time
with a written notice containing:


 


(i)          A
specific reference to the pertinent Plan and/or Plan Award provisions;


 


(ii)         A
description of any additional material or information necessary for the Participant to perfect his or claim, if possible, and an
explanation of why such material or information is needed; and


 


(iii)        An
explanation of the Plan’s claim review procedure.


 


(b)          Right
to Reconsideration. Within 180 days of receipt of the information stated in Section XVII(a), above, the Participant shall,
if he or she desires further review, file a written request for reconsideration with the Committee.


 


(c)          Review
of Documents. As long as the Participant’s request for review is pending (including the 180 day period in Section XVII(b),
above), the Participant or his duly authorized representative may review pertinent Plan documents and may submit issues and comments
in writing to the Committee.


 


(d)          Decision
by Committee. A final decision, which shall be binding upon the Participant, shall be made by the Committee within 60 days
of the filing by the Participant of his or her request for reconsideration.


 


(e)          Notice
by Committee. The Committee’s decision shall be conveyed to the Participant in writing and shall include specific reasons
for the decision, written in a manner calculated to be understood by the Participant, with specific references to the pertinent
Plan provisions on which the decision is based.


 


(f)          Arbitration.
No Participant may avail himself or herself of the arbitration provisions of Section XI(m), hereof, unless he or she complies with
the foregoing provisions of this Article XVII.


 


(g)          Plan
Administrator. For purposes of application of this Article XVII, the Committee shall serve as the plan administrator of the
Plan, as required by, and defined under, ERISA.


 




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APPENDIX A


 


Performance conditions or goals may be
stated with respect to (a) net sales; (b) revenue; (c) revenue growth or product revenue growth; (d) operating
income (before or after taxes); (e) pre-or after-tax income (before or after allocation of corporate overhead and bonus);
(f) net earnings; (g) earnings per share; (h) net income (before or after taxes); (i) return on equity; (j) total
shareholder return; (k) return on assets or net assets; (l) appreciation in and/or maintenance of the price of the shares
of Common Stock (or any other publicly-traded securities of the Corporation); (m) market share; (n) gross profits; (o) earnings
(including earnings before taxes, before interest and taxes or before interest, taxes, depreciation and amortization and non-cash,
extraordinary or non-recurring charges or items); (p) economic value-added models or equivalent metrics; (q) comparisons
with various stock market indices; (r) reductions in cost; (s) cash flow or cash flow per share (before or after dividends);
(t) return on capital (including return on total capital or return on invested capital); (u) cash flow return on investments;
(v) improvement in or attainment of expense levels or working capital levels; (w) operating margin, gross margin or cash
margin; (x) year-end cash; (y) debt reduction; (z) shareholder equity; (aa) market shares; (bb) regulatory
achievements; and (cc) implementation, completion or attainment of measurable objectives with respect to products or projects
and recruiting and maintaining personnel. The business criteria above, may be related to a specific customer or group of customers
or products or geographic region. The form of the performance conditions may be measured on a corporate, affiliate, product, division,
business unit, service line, segment or geographic basis, individually, alternatively or in any combination, subset or component
thereof. Performance goals may include one or more of the foregoing business criteria, either individually, alternatively or any
combination, subset or component thereof. Performance goals may reflect absolute performance or a relative comparison of the performance
to the performance of a peer group or index or other external measure of the selected business criteria. Profits, earnings and
revenues used for any performance condition measurement may exclude any extraordinary or non-recurring items. The performance conditions
may, but need not, be based upon an increase or positive result under the aforementioned business criteria and could include, for
example and not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each case, by reference
to the specific business criteria). The performance conditions may not include solely the mere continued employment of the Participant.
However, the Plan Award may become exercisable, nonforfeitable and transferable or earned and payable contingent on the Participant’s
continued employment or service, and/or employment or service at the time the Plan Award becomes exercisable, nonforfeitable and
transferable or earned and payable, in addition to the performance conditions described above. The Committee shall have the sole
discretion to select one or more periods of time over which the attainment of one or more of the foregoing performance conditions
will be measured for the purpose of determining a Participant’s right to, and the settlement of, a Plan Award that will become
exercisable, nonforfeitable and transferable or earned and payable based on performance conditions, except that the performance
period shall not be less than one year, except in the case of newly-hired or newly-promoted employees and, to the extent permitted
by the Committee or set forth in the Award Agreement, in the event of the Participant’s death, Disability, retirement, involuntary
Termination of Service or Termination of Service for Good Reason during the performance period.


 




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