Exhibit 10.21


 





WAITR HOLDINGS INC. 


2018 OMNIBUS INCENTIVE PLAN


 


 


Section 1.   General. 


 


The name of the Plan is the Waitr
Holdings Inc. 2018 Omnibus Incentive Plan (the “Plan”). The Plan intends to: (i) encourage the
profitability and growth of the Company through short-term and long-term incentives that are consistent with the
Company’s objectives; (ii) give Participants an incentive for excellence in individual performance; (iii)
promote teamwork among Participants; and (iv) give the Company a significant advantage in attracting and retaining key
Employees, Directors, and Consultants. To accomplish such purposes, the Plan provides that the Company may grant Options,
Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance-Based Awards (including performance-based
Restricted Shares and Restricted Stock Units), Other Stock-Based Awards, Other Cash-Based Awards or any combination of the
foregoing.


 


Section 2.   Definitions. 


 


For purposes of the Plan, the following terms shall be defined
as set forth below:


 


(a) “Administrator” means
the Board, or, if and to the extent the Board does not administer the Plan, the Committee appointed by the Board to administer
the Plan in accordance with Section 3 of the Plan.


 


(b) “Affiliate” means
a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified. An entity shall be deemed an Affiliate of the Company for purposes of this definition only for such
periods as the requisite ownership or control relationship is maintained.


 


(c) “Automatic Exercise Date”
means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable term of the Option pursuant
to Section 7(d) or the Stock Appreciation Right pursuant to Section 8(g).


 


(d) “Award” means any
Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, Performance-Based Award, Other Stock-Based Award, or
Other Cash-Based Award granted under the Plan.


 


(e) “Award Agreement”
means any agreement, contract, or other instrument or document evidencing an Award. Evidence of an Award may be in written or electronic
form, may be limited to notation on the books and records of the Company and, with the approval of the Administrator, need not
be signed by a representative of the Company or a Participant. Any Shares that become deliverable to the Participant pursuant to
the Plan may be issued in certificate form in the name of the Participant or in book-entry form in the name of the Participant.


 


(f) “Bylaws” means the
bylaws of the Company, as may be amended and/or restated from time to time.


 


(g) “Beneficial Owner”
(or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


 


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


 


(i) “Cause” shall have
the meaning assigned to such term in any Company or Affiliate employment, severance, or similar agreement or Award Agreement with
the Participant or, if no such agreement exists or the agreement does not define “Cause,” Cause means (i) any
conduct, action or behavior by a Participant, whether or not in connection with the Participant’s employment, including,
without limitation, the commission of any felony or a lesser crime involving dishonesty, fraud, misappropriation, theft, wrongful
taking of property, embezzlement, bribery, forgery, extortion or other crime of moral turpitude, that has or may reasonably be
expected to have a material adverse effect on the reputation or business of the Company, its Subsidiaries and Affiliates or which
results in gain or personal enrichment of the Participant to the detriment of the Company, its Subsidiaries and Affiliates; (ii)
a governmental authority has prohibited the Participant from working or being affiliated with the Company, its Subsidiaries and
Affiliates or the business conducted thereby; (iii) the commission of any act by the Participant of gross negligence or
malfeasance, or any willful violation of law, in each case, in connection with the Participant’s performance of his or her
duties with the Company or a Subsidiary or Affiliate thereof; (iv) performance of the Participant’s duties in
an unsatisfactory manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies
generally applicable to employees after a written warning and a ten (10) day opportunity to cure; (v) breach of the
Participant’s duty of loyalty to the Company Group; (vi) chronic absenteeism; (vii) substance abuse,
illegal drug use, or habitual insobriety; or (viii) violation of obligations of confidentiality to any third party
in the course of providing services to the Company, its Subsidiaries and Affiliates.


 






     


     


    

 


(j) “Certificate of Incorporation”
means the certificate of incorporation of the Company, as may be amended and/or restated from time to time.


 


(k) “Change in Capitalization”
means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization
or corporate transaction or event, (ii) extraordinary dividend (whether in the form of cash, Common Stock or other
property), stock split or reverse stock split, (iii) combination or exchange of shares, (iv) other change
in corporate structure, or (v) payment of any other distribution, which, in any such case, the Administrator determines,
in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 of the Plan is appropriate.


 


(l) “Change in Control”
shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred following the
Effective Date:


 


(i) any Person, other than the Company or
a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (A) of paragraph (iii) below or any acquisition directly from the Company; or


 


(ii) the following individuals cease for
any reason to constitute a majority of the number of Directors then serving on the Board: individuals who, during any period of
two (2) consecutive years, constitute the Board and any new Director (other than a Director whose initial assumption
of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation,
relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by
the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2∕3) of the Directors then
still in office who either were Directors at the beginning of the two (2) year period or whose appointment, election or nomination
for election was previously so approved or recommended; or


 


(iii) there is consummated a merger or consolidation
of the Company or any Subsidiary thereof with any other corporation, other than a merger or consolidation (A) that
results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined
voting power of the voting securities of the Company (or such surviving entity or, if the Company or the entity surviving such
merger is then a subsidiary, the ultimate parent thereof) outstanding immediately after such merger or consolidation, and (B) immediately
following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of
the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary,
the ultimate parent thereof; or


 


(iv) the consummation of a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all
or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially
all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities
of which are owned directly or indirectly by stockholders of the Company following the completion of such transaction in substantially
the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition
of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed
or, if such entity is a subsidiary, the ultimate parent thereof.


 






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For each Award that constitutes deferred
compensation under Code Section 409A, a Change in Control (where applicable) shall be deemed to have occurred under the Plan
with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a
substantial portion of the assets of the Company shall also constitute a “change in control event” under Code Section 409A.


 


Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated
transactions immediately following which the holders of Common Stock immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets
of the Company immediately following such transaction or series of transactions.


 


(m) “Change in Control Price” shall have
the meaning set forth in Section 12 of the Plan.


 


(n) “Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor thereto. Any reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(o) “Committee” means
any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning
of Rule 16b-3 under the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common
Stock is traded. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator
specified in the Plan shall be exercised by the Committee. Except as otherwise provided in the Company’s Certificate of Incorporation
or Bylaws, or any charter establishing the Committee, any action of the Committee with respect to the administration of the Plan
shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s
members.


 


(p) “Common Stock” means the common stock,
par value $0.0001 per share, of the Company.


 


(q) “Company” means Waitr
Holdings Inc., a Delaware corporation (or any successor corporation, except as the term “Company” is used in the definition
of  “Change in Control” above).


 


(r) “Consultant” means
any consultant or independent contractor of the Company or an Affiliate thereof, in each case, who is not an Employee, Executive
Officer, or non-employee Director.


 


(s) “Disability” shall
have the meaning assigned to such term in any individual employment, severance or similar agreement or Award Agreement with the
Participant or, if no such agreement exists or the agreement does not define “Disability,” Disability means, with respect
to any Participant, that such Participant (i) is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for
a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident
and health plan covering Employees of the Company or an Affiliate thereof.


 


(t) “Director” means any individual who is
a member of the Board on or after the Effective Date.


 


(u) “Effective Date” shall have the meaning
set forth in Section 19 of the Plan.


 


(v) “Eligible Recipient”
means: (i) an Employee; (ii) a non-employee Director; or (iii) a Consultant, in each case,
who has been selected as an eligible recipient under the Plan by the Administrator. Notwithstanding the foregoing, to the extent
required to avoid the imposition of additional taxes under Code Section 409A, “Eligible Recipient” means:
an (1) Employee; (2) a non-employee Director; or (3) a Consultant, in each case, of the Company
or a Subsidiary thereof, who has been selected as an eligible recipient under the Plan by the Administrator.


 






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(w) “Employee” shall mean
an employee of the Company or an Affiliate thereof, as described in Treasury Regulation Section 1.421-1(h), including an Executive
Officer or Director who is also treated as an employee.


 


(x) “Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to time.


 


(y) “Executive Officer” means
each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act) of the Company.


 


(z) “Exercise Price” means,
with respect to any Award under which the holder may purchase Shares, the price per share at which a holder of such Award granted
hereunder may purchase Shares issuable upon exercise of such Award.


 


(aa) “Fair Market Value”
as of a particular date shall mean: (i) if the Common Stock is admitted to trading on a national securities exchange,
the fair market value of a Share on any date shall be the closing sale price reported for such share on such exchange on such date
or, if no sale was reported on such date, on the last day preceding such date on which a sale was reported; (ii) if
the Shares are not then listed on a national securities exchange, the average of the highest reported bid and lowest reported asked
prices for the Shares as reported by the National Association of Securities Dealers, Inc. Automated Quotations System or such other
quotation system for the last preceding date on which there was a sale of such stock; or (iii) if the Shares are not
then listed on a national securities exchange or traded in an over-the-counter market or the value of such Shares is not otherwise
determinable, such value as determined by the Committee in good faith and in a manner not inconsistent with Code Section 409A.


 


(bb) “Free Standing Rights” shall have the
meaning set forth in Section 8(a) of the Plan.


 


(cc) “Incentive Stock Option”
means an Option that is intended to satisfy the requirements applicable to an “incentive stock option” described in
Code Section 422.


 


(dd) “Nonqualified Stock Option”
means an Option that is not intended to be an Incentive Stock Option.


 


(ee) “Option” means an option to purchase
Shares granted pursuant to Section 7 of the Plan.


 


(ff) “Other Cash-Based Award”
means a cash Award granted to a Participant under Section 11 of the Plan, including cash awarded as a bonus or upon the attainment
of Performance Goals or otherwise as permitted under the Plan.


 


(gg) “Other Stock-Based Award”
means a right or other interest granted to a Participant under the Plan that may be denominated or payable in, valued in whole
or in part by reference to, or otherwise based on or related to, Common Stock, including, but not limited to, unrestricted Shares
or dividend equivalents, each of which may be subject to the attainment of Performance Goals or a period of continued employment
or other terms or conditions as permitted under the Plan.


 


(hh) “Outstanding Shares”
means the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common
Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar
right to acquire such Common Stock.


 


(ii) “Participant” means
any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3
of the Plan, to receive grants of Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Other Stock-Based
Awards, Other Cash-Based Awards or any combination of the foregoing, and, upon his or her death, his or her successors, heirs,
executors and administrators, as the case may be, solely with respect to any Awards outstanding at the date of the Eligible Recipient’s
death.


 


(jj) “Performance-Based Award”
means any Award granted under the Plan that is subject to one or more performance goals. Any dividends or dividend equivalents
payable or credited to a Participant with respect to any unvested Performance-Based Award shall be subject to the same performance
goals as the Shares or units underlying the Performance-Based Award.


 






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(kk) “Performance Goals”
means performance goals based on one or more of the following criteria: (i) earnings before interest and taxes; (ii) earnings
before interest, taxes, depreciation and amortization; (iii) net operating profit after tax; (iv) cash
flow; (v) revenue; (vi) net revenues; (vii) sales; (viii) days sales outstanding;
(ix) scrap rates; (x) income; (xi) net income; (xii) operating income; (xiii) net
operating income; (xiv) operating margin; (xv) earnings; (xvi) earnings per share; (xvii) return
on equity; (xviii) return on investment; (xix) return on capital; (xx) return on assets; (xxi) return
on net assets; (xxii) total shareholder return; (xxiii) economic profit; (xxiv) market share;
(xxv) appreciation in the fair market value, book value or other measure of value of the Company’s Common Stock;
(xxvi) expense or cost control; (xxvii) working capital; (xxviii) volume or production; (xxix) new
products; (xxx) customer satisfaction; (xxxi) brand development; (xxxii) employee retention
or employee turnover; (xxxiii) employee satisfaction or engagement; (xxxiv) environmental, health or other
safety goals; (xxxv) individual performance; (xxxvi) strategic objective milestones; (xxxvii) days
inventory outstanding; and (xxxviii) any combination of, or as applicable, a specified increase or decrease in, any
of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular
criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more
of the Company or an Affiliate thereof, or a division or strategic business unit of the Company, or may be applied to the performance
of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee.
The Performance Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur),
levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance
above which no additional payment shall be made (or at which full vesting shall occur).


 


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


 


(mm) “Related Rights” shall have the meaning
set forth in Section 8(a) of the Plan.


 


(nn) “Restricted Shares”
means an Award of Shares granted pursuant to Section 9 of the Plan subject to certain restrictions that lapse at the end of
a specified period or periods.


 


(oo) “Restricted Stock Unit”
means a notional account established pursuant to an Award granted to a Participant, as described in Section 10 of the Plan,
that is (i) valued solely by reference to Shares, (ii) subject to restrictions specified in the Award Agreement,
and (iii) payable in cash or in Shares (as specified in the Award Agreement). The Restricted Stock Units awarded to
the Participant will vest according to the time-based criteria or performance goals criteria specified in the Award Agreement.


 


(pp) “Restricted Period”
means the period of time determined by the Administrator during which an Award or a portion thereof is subject to restrictions
or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been
earned.


 


(qq) “Retirement” means
a termination of a Participant’s employment, other than for Cause and other than by reason of death or Disability, on or
after the attainment of age 65.


 


(rr) “Rule 16b-3” shall have the meaning
set forth in Section 3(a) of the Plan.


 


(ss) “Shares” means shares
of Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger,
consolidation or other reorganization) security.


 


(tt) “Stock Appreciation Right”
means the right pursuant to an Award granted under Section 8 of the Plan to receive an amount equal to the excess, if any,
of  (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the
Shares covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such
portion thereof.


 






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(uu) “Subsidiary” means,
with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls,
directly or indirectly, more than fifty percent (50%) of the voting shares or other similar interests or a sole general partner
interest or managing member or similar interest of such other Person. An entity shall be deemed a Subsidiary of the Company for
purposes of this definition only for such periods as the requisite ownership or control relationship is maintained. Notwithstanding
the foregoing, in the case of an Incentive Stock Option or any determination relating to an Incentive Stock Option, “Subsidiary”
means a corporation that is a subsidiary of the Company within the meaning of Code Section 424(f).


 


(vv) “Substitute Award” shall
mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards 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.


 


Section 3.   Administration. 


 


(a) The Plan shall be administered by the
Administrator and shall be administered in accordance with, to the extent applicable, Rule 16b-3 under the Exchange Act (“Rule 16b-3”) .


 


(b) Pursuant to the terms of the Plan, the
Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall
have the power and authority, without limitation:


 


(i) to select those Eligible Recipients who shall be Participants;


 


(ii) to determine whether and to what extent
Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards
or a combination of any of the foregoing, are to be granted hereunder to Participants;


 


(iii) to determine the number of Shares to be covered by each
Award granted hereunder;


 


(iv) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of each Award granted hereunder, including, but not limited to, (A) the
restrictions applicable to Restricted Shares and Restricted Stock Units and the conditions under which restrictions applicable
to such Restricted Shares and Restricted Stock Units shall lapse, (B) the Performance Goals and periods applicable
to Awards, if any, (C) the Exercise Price of each Award, (D) the vesting schedule applicable to each Award,
(E) the number of Shares subject to each Award and (F) subject to the requirements of Code Section 409A
(to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending
the exercise period of such Awards and accelerating the vesting schedule of such Awards;


 


(v) to determine the terms and conditions,
not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Options, Stock Appreciation
Rights, Restricted Shares, Restricted Stock Units or Other Stock-Based Awards, Other Cash-Based Awards or any combination of the
foregoing granted hereunder;


 


(vi) to determine the Fair Market Value;


 


(vii) to determine the duration and purpose
of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment
for purposes of Awards granted under the Plan;


 


(viii) to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;


 


(ix) to reconcile any inconsistency in, correct
any defect in and/or supply any omission in the Plan, any Award Agreement or other instrument or agreement relating to the Plan
or an Award granted under the Plan; and


 



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(x) to construe and interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise
the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary
and advisable in the administration of the Plan.


 


(c) The Administrator shall have the right,
from time to time, to delegate to one or more officers of the Company the authority of the Administrator to grant and determine
the terms and conditions of Awards granted under the Plan, subject to the requirements of state law and such other limitations
as the Administrator shall determine. In no event shall any such delegation of authority be permitted with respect to Awards to
any members of the Board or to any Eligible Recipient who is subject to Rule 16b-3 under the Exchange Act or Section 162(m)
of the Code. The Administrator shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility
for performing certain ministerial functions under the Plan. If the Administrator’s authority is delegated to officers or
employees in accordance with the foregoing, all provisions of the Plan relating to the Administrator shall be interpreted in a
manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose.
Any action undertaken in accordance with the Administrator’s delegation of authority hereunder shall have the same force
and effect as if such action was undertaken directly by the Administrator and shall be deemed for all purposes of the Plan to have
been taken by the Administrator.


 


(d) All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, including the Company and the Participants.
No member of the Board or the Committee, or any officer or employee of the Company or any Subsidiary thereof acting on behalf of
the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the
Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, omission, determination or interpretation.


 


Section 4.   Shares Reserved for Issuance
Under the Plan. 


 


(a) Subject to Section 5 of the Plan,
the number of Shares that are reserved and available for issuance pursuant to Awards granted under the Plan is 5,400,000 shares
of Common Stock. The maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options is
5,400,000 shares of Common Stock.


 


(b) The aggregate number of Shares reserved
for Awards under the Plan will automatically increase on January 1st of each year, for a period of not more than ten (10)
years, commencing on January 1st of the year following the year in which the Effective Date occurs and ending on (and including)
January 1, 2028, in an amount equal to five percent (5%) of the total number of Outstanding Shares on December 31st
of the preceding calendar year. Notwithstanding the foregoing, the Administrator may act prior to January 1st of a given year
to provide that there will be no January 1st increase for such year or that the increase for such year will be a lesser number
of Shares than provided herein.


 


(c) Notwithstanding the foregoing, the maximum
number of Shares subject to Awards granted during any fiscal year to any non-employee Director, when taken together with any cash
fees paid to such non-employee Director during the fiscal year in respect of his or her service as a Director, shall not exceed
$750,000 in total value (calculating the value of any such Awards based on the grant date Fair Market Value of such Awards for
financial reporting purposes).


 


(d) Shares issued under the Plan may, in
whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open
market, in private transactions or otherwise. Any Shares subject to an Award under the Plan that, after the Effective Date, are
forfeited, canceled, settled or otherwise terminated without a distribution of Shares to a Participant will thereafter be deemed
to be available for Awards. In applying the immediately preceding sentence, if  (i) Shares otherwise issuable
or issued in respect of, or as part of, any Award are withheld to cover taxes, such Shares shall be treated as having been issued
under the Plan and shall not again be available for issuance under the Plan, (ii)  Shares otherwise issuable or
issued in respect of, or as part of, any Award of Options or Stock Appreciation Rights are withheld to cover the Exercise Price,
such Shares shall be treated as having been issued under the Plan and shall not be available for issuance under the Plan, and (iii) any
Stock-settled Stock Appreciation Rights are exercised, the aggregate number of Shares subject to such Stock Appreciation Rights
shall be deemed issued under the Plan and shall not be available for issuance under the Plan.


 






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(e) Substitute Awards shall not reduce the
Shares authorized for grant under the Plan. In the event that a company acquired by the Company or any Affiliate or with which
the Company or any Affiliate combines has shares available under a pre-existing plan approved by stockholders 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 Awards under the Plan and shall not reduce the Shares authorized for grant under the
Plan; provided that 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 Company or its Affiliates immediately prior to such acquisition or combination.


 


Section 5.   Equitable Adjustments. 


 


In the event of any Change in Capitalization,
an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the Administrator, in
its sole discretion, in (i) the aggregate number of Shares reserved for issuance under the Plan and the maximum number
of Shares that may be subject to Awards granted to any Participant in any calendar or fiscal year, (ii) the kind, number
and Exercise Price subject to outstanding Options and Stock Appreciation Rights granted under the Plan, provided, however,
that any such substitution or adjustment with respect to Options and Stock Appreciation Rights shall occur in accordance with the
requirements of Code Section 409A, and (iii) the kind, number and purchase price of Shares subject to outstanding
Restricted Shares or Other Stock-Based Awards granted under the Plan, in each case as may be determined by the Administrator, in
its sole discretion; provided, however, that any fractional Shares resulting from the adjustment shall be eliminated.
Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.
Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide,
in its sole discretion, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other
property having an aggregate Fair Market Value of the Shares covered by such Award, reduced by the aggregate Exercise Price or
purchase price thereof, if any. Notwithstanding anything contained in the Plan to the contrary, any adjustment with respect to
an Incentive Stock Option due to an adjustment or substitution described in this Section 5 shall comply with the rules of
Code Section 424(a), and in no event shall any adjustment be made which would render any Incentive Stock Option granted hereunder
to be disqualified as an incentive stock option for purposes of Code Section 422. The Administrator’s determinations
pursuant to this Section 5 shall be final, binding and conclusive.


 


Section 6.   Eligibility. 


 


The Participants under the Plan shall be
selected from time to time by the Administrator, in its sole discretion, from among Eligible Recipients.


 


Section 7.   Options. 


 


(a) General.   The
Committee may, in its sole discretion, grant Options to Participants. Solely with respect to Participants who are Employees, the
Committee may grant Incentive Stock Options, Nonqualified Stock Options or a combination of both. With respect to all other Participants,
the Committee may grant only Nonqualified Stock Options. Each Participant who is granted an Option shall enter into an Award Agreement
with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award
Agreement shall specify whether the Option is an Incentive Stock Option or a Nonqualified Stock Option and shall set forth, among
other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option granted
thereunder. The provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted
to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms
and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement. The prospective recipient
of an Option shall not have any rights with respect to such Award, unless and until such recipient has received an Award Agreement
and, if required by the Administrator in the Award Agreement, executed and delivered a fully executed copy thereof to the Company,
within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date.


 






    	 	8	 



     


    

 


(b) Limits on Incentive Stock Options.   If
the Administrator grants Incentive Stock Options, then to the extent that the aggregate fair market value of Shares with respect
to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all plans
of the Company) exceeds $100,000, such Options will be treated as Nonqualified Stock Options to the extent required by Code Section 422.


 


(c) Exercise Price.   The
Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time
of grant; provided, however, that (i) in no event shall the Exercise Price of an Option be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock on the date of grant, and (ii) no Incentive Stock Option granted
to a ten percent (10%) stockholder of the Company’s Common Stock (within the meaning of Code Section 422(b)(6))
shall have an exercise price per share less than one-hundred ten percent (110%) of the Fair Market Value of a Share on such
date.


 


(d) Option Term.   The
maximum term of each Option shall be fixed by the Administrator, but in no event shall (i) an Option be exercisable
more than ten (10) years after the date such Option is granted, and (ii) an Incentive Stock Option granted to a ten percent
(10%) stockholder of the Company’s Common Stock (within the meaning of Code Section 422(b)(6)) be exercisable more than
five (5) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to
the applicable provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, the Administrator shall have the
authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator,
in its sole discretion, deems appropriate. Notwithstanding any contrary provision herein, if, on the date an outstanding Option
would expire, the exercise of the Option, including by a “net exercise” or “cashless” exercise, would violate
applicable securities laws or any insider trading policy maintained by the Company from time to time, the expiration date applicable
to the Option will be extended, except to the extent such extension would violate Section 409A, to a date that is thirty (30)
calendar days after the date the exercise of the Option would no longer violate applicable securities laws or any such insider
trading policy.


 


(e) Exercisability.   Each
Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established
Performance Goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide
that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions
at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding
anything to the contrary contained herein, an Option may not be exercised for a fraction of a share.


 


(f) Method of Exercise.   Options
may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of Shares to be
purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent,
as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category
of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless
exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in
the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration
approved by the Administrator and permitted by applicable law or (iv) any combination of the foregoing. In determining
which methods a Participant may utilize to pay the Exercise Price, the Administrator may consider such factors as it determines
are appropriate; provided, however, that with respect to Incentive Stock Options, all such discretionary determinations
shall be made by the Administrator at the time of grant and specified in the Award Agreement.


 






    	 	9	 



     


    

 


(g) Rights as Stockholder.   A
Participant shall have no rights to dividends or any other rights of a stockholder with respect to the Shares subject to an Option
until the Participant has given written notice of the exercise thereof, has paid in full for such Shares and has satisfied the
requirements of Section 15 of the Plan and the Shares have been issued to the Participant.


 


(h) Termination of Employment or Service.   


 


(i) Unless the applicable Award Agreement
provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall
terminate for any reason other than Cause, Retirement, Disability, or death, (A) Options granted to such Participant,
to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety
(90) days after such termination, on which date they shall expire, and (B) Options granted to such Participant, to
the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of
such termination. The ninety (90) day period described in this Section 7(h)(i) shall be extended to one (1) year after
the date of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding
the foregoing, no Option shall be exercisable after the expiration of its term.


 


(ii) Unless the applicable Award Agreement
provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall
terminate on account of Retirement, Disability or the death of the Participant, (A) Options granted to such Participant,
to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date that is one (1) year
after such termination, on which date they shall expire and (B) Options granted to such Participant, to the extent
that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination.
Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.


 


(iii) In the event of the termination of
a Participant’s employment or service for Cause, all outstanding Options granted to such Participant shall expire at the
commencement of business on the date of such termination.


 


(iv) For purposes of this Section 7(h),
Options that are not exercisable solely due to a blackout period shall be considered exercisable.


 


(i) Other Change in Employment Status.   An
Option may be affected, both with regard to vesting schedule and termination, by leaves of absence, changes from full-time to part-time
employment, partial disability or other changes in the employment status or service of a Participant, as evidenced in a Participant’s
Award Agreement.


 


(j) Change in Control.   Notwithstanding
anything herein to the contrary, upon a Change in Control, all outstanding Options shall be subject to Section 12 of the Plan.


 


Section 8.   Stock Appreciation Rights.



 


(a) General.   Stock
Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or
part of any Option granted under the Plan (“Related Rights”) . Related Rights may be granted either at
or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time
or times at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the price per Share,
and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more
Shares than are subject to the Option to which it relates and any Stock Appreciation Right must be granted with an Exercise Price
not less than the Fair Market Value of Common Stock on the date of grant. The provisions of Stock Appreciation Rights need not
be the same with respect to each Participant. Stock Appreciation Rights granted under the Plan shall be subject to the following
terms and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.


 






    	 	10	 



     


    




 


(b) Awards; Rights as Stockholder.   The
prospective recipient of a Stock Appreciation Right shall not have any rights with respect to such Award, unless and until such
recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed and delivered
a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may
specify) after the award date. Participants who are granted Stock Appreciation Rights shall have no rights as stockholders of the
Company with respect to the grant or exercise of such rights.


 


(c) Exercisability.   


 


(i) Stock Appreciation Rights that are Free
Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the
Administrator in the applicable Award Agreement.


 


(ii) Stock Appreciation Rights that are Related
Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable
in accordance with the provisions of Section 7 above and this Section 8 of the Plan.


 


(d) Payment Upon Exercise.   


 


(i) Upon the exercise of a Free Standing
Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares, determined using the Fair
Market Value, equal in value to the excess of the Fair Market Value as of the date of exercise over the price per share specified
in the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised.


 


(ii) A Related Right may be exercised by
a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall
be entitled to receive up to, but not more than, that number of Shares, determined using the Fair Market Value, equal in value
to the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied
by the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole
or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.


 


(iii) Notwithstanding the foregoing, the
Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of Shares and cash).


 


(e) Rights as Stockholder.   A
Participant shall have no rights to dividends or any other rights of a stockholder with respect to the Shares subject to a Stock
Appreciation Right Option until the Participant has given written notice of the exercise thereof, has satisfied the requirements
of Section 15 of the Plan and the Shares have been issued to the Participant.


 


(f) Termination of Employment or Service.   


 


(i) In the event of the termination of employment
or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Free Standing Rights,
such rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator
in the applicable Award Agreement.


 


(ii) In the event of the termination of employment
or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Related Rights, such rights
shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options.


 


(g) Term.   


 


(i) The term of each Free Standing Right
shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such
right is granted.





 



    	 	11	 



     


    




 


(ii) The term of each Related Right shall
be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date
such right is granted.


 


(h) Change in Control.   Notwithstanding
anything herein to the contrary, upon a Change in Control, all outstanding Stock Appreciation Rights shall be subject to Section 12
of the Plan.


 


(i) Automatic Exercise.   Unless
otherwise provided by the Administrator in an Award Agreement or otherwise, or as otherwise directed by the Participant in writing
to the Company, each vested and exercisable Stock Appreciation Right outstanding on the Automatic Exercise Date with an Exercise
Price per Share that is less than the Fair Market Value per Share as of such date shall automatically and without further action
by the Participant or the Company be exercised on the Automatic Exercise Date. The Company or any Affiliate shall deduct or withhold
an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 15. Unless otherwise determined
by the Administrator, this Section 8(i) shall not apply to a Stock Appreciation Right if the Participant’s employment
or service has terminated on or before the Automatic Exercise Date. For the avoidance of doubt, no Stock Appreciation Right with
an Exercise Price per Share that is equal to or greater the Fair Market Value per Share on the Automatic Exercise Date shall be
exercised pursuant to this Section 8(i).


 


Section 9.   Restricted Shares. 


 


(a) General.   Restricted
Shares may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine the
Eligible Recipients to whom, and the time or times at which, grants of Restricted Shares shall be made; the number of Shares to
be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Shares; the Restricted Period, if
any, applicable to Restricted Shares; the Performance Goals (if any) applicable to Restricted Shares; and all other conditions
of the Restricted Shares. If the restrictions, Performance Goals and/or conditions established by the Administrator are not attained,
a Participant shall forfeit his or her Restricted Shares in accordance with the terms of the grant. The provisions of the Restricted
Shares need not be the same with respect to each Participant.


 


(b) Awards and Certificates.   The
prospective recipient of Restricted Shares shall not have any rights with respect to any such Award, unless and until such recipient
has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed and delivered a fully executed
copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the
award date. Except as otherwise provided in Section 9(c) of the Plan, (i) each Participant who is granted an award
of Restricted Shares may, in the Company’s sole discretion, be issued a stock certificate in respect of such Restricted Shares;
and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to any such Award.


 


The Company may require that the stock certificates,
if any, evidencing Restricted Shares granted hereunder be held in the custody of the Company until the restrictions thereon shall
have lapsed, and that, as a condition of any award of Restricted Shares, the Participant shall have delivered a stock power, endorsed
in blank, relating to the Shares covered by such Award.


 


Notwithstanding anything in the Plan to the
contrary, any Restricted Shares (whether before or after any vesting conditions have been satisfied) may, in the Company’s
sole discretion, be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form.


 


(c) Restrictions and Conditions.   The
Restricted Shares granted pursuant to this Section 9 shall be subject to the following restrictions and conditions and any
additional restrictions or conditions as determined by the Administrator at the time of grant or thereafter:


 


(i) The Administrator may, in its sole discretion,
provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on
such factors and such circumstances as the Administrator may determine, in its sole discretion, including, but not limited to,
the attainment of certain Performance Goals, the Participant’s termination of employment or service as a non-employee Director
or Consultant of the Company or an Affiliate thereof, or the Participant’s death or Disability.


 






    	 	12	 



     


    

 


(ii) Except as provided in Section 16
of the Plan or in the Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect
to Restricted Shares during the Restricted Period. In the Administrator’s discretion and as provided in the applicable Award
Agreement, a Participant may be entitled to dividends or dividend equivalents on an Award of Restricted Shares, which will be payable
in accordance with the terms of such grant as determined by the Administrator. Certificates for Shares of unrestricted Common Stock
may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without
forfeiture in respect of such Restricted Shares, except as the Administrator, in its sole discretion, shall otherwise determine.


 


(iii) The rights of Participants granted
Restricted Shares upon termination of employment or service as a non-employee Director or Consultant of the Company or an Affiliate
thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.


 


(d) Change in Control.   Notwithstanding
anything herein to the contrary, upon a Change in Control, all outstanding Restricted Shares shall be subject to Section 12
of the Plan.


 


Section 10.   Restricted Stock Units.



 


(a) General.   Restricted
Stock Units may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine
the Eligible Recipients to whom, and the time or times at which, grants of Restricted Stock Units shall be made; the number of
Restricted Stock Units to be awarded; the Restricted Period, if any, applicable to Restricted Stock Units; the Performance Goals
(if any) applicable to Restricted Stock Units; and all other conditions of the Restricted Stock Units. If the restrictions, Performance
Goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock
Units in accordance with the terms of the grant. The provisions of Restricted Stock Units need not be the same with respect to
each Participant.


 


(b) Award Agreement.   The
prospective recipient of Restricted Stock Units shall not have any rights with respect to any such Award, unless and until such
recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed and delivered
a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may
specify) after the award date.


 


(c) Restrictions and Conditions.   The
Restricted Stock Units granted pursuant to this Section 10 shall be subject to the following restrictions and conditions and
any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Code Section 409A,
thereafter:


 


(i) The Administrator may, in its sole discretion,
provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on
such factors and such circumstances as the Administrator may determine, in its sole discretion, including, but not limited to,
the attainment of certain Performance Goals, the Participant’s termination of employment or service as a non-employee Director
or Consultant of the Company or an Affiliate thereof, or the Participant’s death or Disability.


 


(ii) Participants holding Restricted Stock
Units shall have no voting rights. A Restricted Stock Unit may, at the Administrator’s discretion, carry with it a right
to dividend equivalents. Such right would entitle the holder to be credited with an amount equal to all cash dividends paid on
one Share while the Restricted Stock Unit is outstanding. The Administrator, in its discretion, may grant dividend equivalents
from the date of grant or only after a Restricted Stock Unit is vested.


 


(iii) The rights of Participants granted
Restricted Stock Units upon termination of employment or service as a non-employee Director or Consultant of the Company or an
Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.


 


(d) Settlement of Restricted Stock Units.   Settlement
of vested Restricted Stock Units shall be made to Participants in the form of Shares, unless the Administrator, in its sole discretion,
provides for the payment of the Restricted Stock Units in cash (or partly in cash and partly in Shares) equal to the Fair Market
Value of the Shares that would otherwise be distributed to the Participant.


 






    	 	13	 



     


    

 


(e) Rights as Stockholder.   Except
as provided in the Award Agreement in accordance with Section 10(c)(ii), a Participant shall have no rights to dividends or
any other rights of a stockholder with respect to the Shares subject to Restricted Stock Units until the Participant has satisfied
all conditions of the Award Agreement and the requirements of Section 15 of the Plan and the Shares have been issued to the
Participant.


 


(f) Change in Control.   Notwithstanding
anything herein to the contrary, upon a Change in Control, all outstanding Restricted Stock Units shall be subject to Section 12
of the Plan.


 


Section 11.   Other Stock-Based or Cash-Based
Awards. 


 


(a) The Administrator is authorized to grant
Awards to Participants in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Administrator to be
consistent with the purposes of the Plan and as evidenced by an Award Agreement. The Administrator shall determine the terms and
conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including any Performance
Goals and performance periods. Common Stock or other securities or property delivered pursuant to an Award in the nature of a purchase
right granted under this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and
in such forms, including, without limitation, Shares, other Awards, notes or other property, as the Administrator shall determine,
subject to any required corporate action.


 


(b) The prospective recipient of an Other
Stock-Based Award or Other Cash-Based Award shall not have any rights with respect to such Award, unless and until such recipient
has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed and delivered a fully executed
copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the
award date.


 


(c) Notwithstanding anything herein to the
contrary, upon a Change in Control, all outstanding Other Stock-Based Awards and Other Cash-Based Awards shall be subject to Section 12
of the Plan.


 


Section 12.   Change in Control. 


 


The Administrator may provide in the applicable
Award Agreement that an Award will vest on an accelerated basis upon the Participant’s termination of employment or service
in connection with a Change in Control or upon the occurrence of any other event that the Administrator may set forth in the Award
Agreement. If the Company is a party to an agreement that is reasonably likely to result in a Change in Control, such agreement
may provide for: (i) the continuation of any Award by the Company, if the Company is the surviving corporation; (ii) the
assumption of any Award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving
corporation or its parent or subsidiary of equivalent awards for any Award, provided, however, that any such substitution
with respect to Options and Stock Appreciation Rights shall occur in accordance with the requirements of Code Section 409A;
or (iv) settlement of any Award for the Change in Control Price (less, to the extent applicable, the per share exercise
or grant price), or, if the per share exercise or grant price equals or exceeds the Change in Control Price or if the Administrator
determines that Award cannot reasonably become vested pursuant to its terms, such Award shall terminate and be canceled without
consideration. To the extent that Restricted Shares, Restricted Stock Units or other Awards settle in Shares in accordance with
their terms upon a Change in Control, such Shares shall be entitled to receive as a result of the Change in Control transaction
the same consideration as the Shares held by stockholders of the Company as a result of the Change in Control transaction. For
purposes of this Section 12, “Change in Control Price” shall mean (A) the price per share of Common Stock
paid to stockholders of the Company in the Change in Control transaction, or (B) the Fair Market Value of a Share upon a Change
in Control, as determined by the Administrator. To the extent that the consideration paid in any such Change in Control transaction
consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration
shall be determined in good faith by the Administrator.


 


Section 13.   Amendment and Termination.



 


(a) The Board or the Committee may amend,
alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair the rights of a Participant
under any Award theretofore granted without such Participant’s consent.


 






    	 	14	 



     


    

 


(b) Notwithstanding the foregoing, approval
of the Company’s stockholders shall be obtained to increase the aggregate Share limit and annual Award limits described in
Section 4.


 


(c) Subject to the terms and conditions of
the Plan, the Administrator may modify, extend or renew outstanding Awards under the Plan, or accept the surrender of outstanding
Awards (to the extent not already exercised) and grant new Awards in substitution of them (to the extent not already exercised).


 


(d) Notwithstanding the foregoing, no alteration,
modification or termination of an Award will, without the prior written consent of the Participant, adversely alter or impair any
rights or obligations under any Award already granted under the Plan.


 


Section 14.   Unfunded Status of Plan.



 


The Plan is intended to constitute an “unfunded”
plan for incentive compensation. With respect to any payments not yet made or Shares not yet transferred to a Participant by the
Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor
of the Company.


 


Section 15.   Withholding Taxes. 


 


Each Participant shall, no later than the
date as of which the value of an Award first becomes includible in the gross income of such Participant for federal, state and/or
local income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any
federal, state, or local taxes of any kind, domestic or foreign, required by law or regulation to be withheld with respect to the
Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the
Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due
to such Participant. Whenever cash is to be paid pursuant to an Award granted hereunder, the Company shall have the right to deduct
therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever Shares
are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in
cash an amount sufficient to satisfy any related federal, state and local taxes, domestic or foreign, to be withheld and applied
to the tax obligations. With the approval of the Administrator, a Participant may satisfy the foregoing requirement by electing
to have the Company withhold from delivery of Shares or by delivering already owned unrestricted shares of Common Stock, in each
case, having a value equal to the amount required to be withheld or such other greater amount up to the maximum statutory rate
under applicable law, as applicable to such Participant, if such other greater amount would not result in adverse financial accounting
treatment, as determined by the Administrator (including in connection with the effectiveness of FASB Accounting Standards Update
2016-09). Such Shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined.
Fractional share amounts shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares
to be delivered pursuant to an Award. The Company may also use any other method of obtaining the necessary payment or proceeds,
as permitted by law, to satisfy its withholding obligation with respect to any Option or other Award.


 


Section 16.   Non-United States Employees.



 


Without amending the Plan, the Administrator
may grant Awards to eligible persons residing in non-United States jurisdictions on such terms and conditions different from those
specified in the Plan, including the terms of any award agreement or plan, adopted by the Company or any Subsidiary thereof to
comply with, or take advantage of favorable tax or other treatment available under, the laws of any non-United States jurisdiction,
as may in the judgment of the Administrator be necessary or desirable to foster and promote achievement of the purposes of the
Plan and, in furtherance of such purposes the Administrator may make such modifications, amendments, procedures, subplans and the
like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company
or its Subsidiaries operates or has employees.


 


Section 17.   Transfer of Awards. 


 


No purported sale, assignment, mortgage,
hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation
of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by
any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written
consent of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported
Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and
void ab initio, and shall not create any obligation or liability of the Company, and any person purportedly acquiring any
Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled
to be recognized as a holder of such Shares. Unless otherwise determined by the Administrator in accordance with the provisions
of the immediately preceding sentence, an Option may be exercised, during the lifetime of the Participant, only by the Participant
or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.


 






    	 	15	 



     


    

 


Section 18.   Continued Employment. 


 


The adoption of the Plan shall not confer
upon any Eligible Recipient any right to continued employment or service with the Company or an Affiliate thereof, as the case
may be, nor shall it interfere in any way with the right of the Company or an Affiliate thereof to terminate the employment or
service of any of its Eligible Recipients at any time.


 


Section 19.   Effective Date and Approval
Date. 


 


The Plan will be effective as of the date
on which the Plan is approved by the Company’s stockholders (the “Effective Date”) . The Plan will
be unlimited in duration and, in the event of Plan termination, will remain in effect as long as any Shares awarded under it are
outstanding and not fully vested; provided, however, that no Awards will be made under the Plan on or after the tenth anniversary
of Effective Date.


 


Section 20.   Code Section 409A.



 


The intent of the parties is that payments
and benefits under the Plan comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum
extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. Any payments described in the
Plan that are due within the “short-term deferral period” as defined in Code Section 409A shall not be treated
as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the
extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, amounts that would otherwise
be payable and benefits that would otherwise be provided upon a “separation from service” to a Participant who is a
“specified employee” shall be paid on the first business day after the date that is six (6) months following the
Participant’s separation from service (or upon the Participant’s death, if earlier). In addition, for purposes of the
Plan, each amount to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitute deferred compensation
subject to Code Section 409A, shall be construed as a separate identified payment for purposes of Code Section 409A.
Nothing contained in the Plan or an Award Agreement shall be construed as a guarantee of any particular tax effect with respect
to an Award. The Company does not guarantee that any Awards provided under the Plan will satisfy the provisions of Code Section 409A,
and in no event will the Company be liable for any or all portion of any taxes, penalties, interest or other expenses that may
be incurred by a Participant on account of any non-compliance with Code Section 409A.


 


Section 21.   Compensation Recovery Policy.



 


The Plan and all Awards issued hereunder
shall be subject to any compensation recovery and/or recoupment policy adopted by the Company to comply with applicable law, including,
without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance
practices, as such policies may be amended from time to time.


 


Section 22.   Governing Law. 


 


The Plan shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state.


 






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Section 23.   Plan Document Controls.



 


The Plan and each Award Agreement constitute
the entire agreement with respect to the subject matter hereof and thereof; provided that in the event of any inconsistency
between the Plan and such Award Agreement, the terms and conditions of the Plan shall control.


 






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