Exhibit 10.1


 


LAREDO PETROLEUM, INC.


OMNIBUS EQUITY INCENTIVE PLAN


(amended
and restated as of May 20, 2021)


 


1.             Purpose.
The purpose of the Laredo Petroleum, Inc. Omnibus Equity Incentive Plan is to provide a means through which the Company and its
Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors
(and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain
an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value
of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests
with those of the Company’s shareholders.


 


2.             Definitions.
The following definitions shall be applicable throughout the Plan:


 


(a)           “Affiliate”
means any parent or direct or indirect subsidiary of the Company; provided, that, with respect to Incentive Stock Options,
the term shall only mean “parent corporation” and “subsidiary corporation” as defined in Sections 424(e) and
424(f) of the Code; further, provided, that, with respect to the award of any “stock right” within
the meaning of Section 409A of the Code, such affiliate must qualify as a “service recipient” within the meaning of
Section 409A of the Code and in applying Section 1563(a)(1), (2) and (3) of the Code for purposes of determining
a controlled group of corporations under Section 414(b) of the Code and in applying Treasury Regulation Section 1.414(c)-2
for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of
the Code, the language “at least 50 percent” is used instead of “at least 80 percent”.


 


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


 


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


 


(d)           “Cause”
means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate
having “cause” or “good cause” to terminate a Participant’s employment or service, as defined in any employment
or consulting agreement or similar services agreement between the Participant and the Company or an Affiliate in effect at the time of
such termination or (ii) in the absence of any such employment, consulting, or similar services agreement (or the absence of any
definition of “Cause” or “Good Cause” contained therein), (A) the Participant’s commission of, conviction
for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving
dishonesty or fraud, (B) the Participant’s conduct that results in or is reasonably likely to result in harm to the reputation
or business of the Company or any of its Affiliates in any material way, (C) the Participant’s failure to perform duties as
reasonably directed by the Company or the Participant’s material violation of any rule, regulation, policy or plan for the conduct
of any service provider to the Company or its Affiliates or its or their business (which, if curable, is not cured within 5 days after
notice thereof is provided to the Participant) or (D) the Participant’s gross negligence, willful malfeasance or material act
of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within 5 days after notice thereof is provided
to the Participant). Any determination of whether Cause exists shall be made by the Committee in its sole discretion.


 






     


     


    

 


(e)           “Change
in Control” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i)             Any
 “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) (a “Person”) (other than (A) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any affiliate thereof or (B) the Institutional Investors as of
the Effective Date) acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities; provided,
however, that if the Company engages in a merger or consolidation in which the Company or the surviving entity in such merger or
consolidation becomes a subsidiary of another entity, then references to the Company’s then outstanding securities shall be deemed
to refer to the outstanding securities of such parent entity;


 


(ii)            A
majority of the members of the Board shall not be Continuing Directors; or


 


(iii)           The
consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result
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 (or if the surviving entity is or shall become a subsidiary of another
entity, then such parent entity)) more than 40% of the combined voting power of the voting securities of the Company (or such surviving
entity or parent entity, as the case may be) outstanding immediately after such merger or consolidation.


 


To the extent a Plan Award provides for “nonqualified
deferred compensation” within the meaning of Section 409A of the Code and a Change in Control is intended to constitute a payment
event under such Plan Award, then Change in Control shall mean a “change in control event” as defined in Treasury Regulations
Section 1.409A-3(i)(5) and any interpretative guidance promulgated under Section 409A of the Code. In addition, notwithstanding
anything herein to the contrary, in any circumstance in which the definition of “Change in Control” under this Plan would
otherwise be operative and with respect to which the additional tax under Section 409A of the Code would apply or be imposed, but
where such tax would not apply or be imposed if the meaning of the term “Change in Control” met the requirements of Section 409A(a)(2)(A)(v) of
the Code, then the term “Change in Control” herein shall mean, but only for the transaction, event or circumstance so affected
and the item of income with respect to which the additional tax under Section 409A of the Code would otherwise be imposed, a transaction,
event or circumstance that is both (x) described in the preceding provisions of this definition, and (y) a “change in
control event” within the meaning of Treasury Regulations Section 1.409A-3(i)(5).


 






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(f)            “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. 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.


 


(g)           “Committee”
means the Compensation Committee, as constituted from time to time, of the Board, or if no such committee shall be in existence at any
relevant time, the term “Committee” for purposes of the Plan shall mean the Board; provided, however, that
while the Common Stock is publicly traded, (i) the Committee shall be a committee of the Board consisting solely of two or more
Eligible Directors as necessary to satisfy the requirements of Rule 16b-3 under the Exchange Act with respect to Awards granted
under the Plan and (ii) with respect to Awards to directors who are not employees of the Company, the Committee shall consist solely
of one or more members of the Board who are “independent” within the meaning of the New York Stock Exchange corporate governance
listing standards (or, if the Common Stock is not listed on the New York Stock Exchange, such similar standards of any other applicable
registered stock exchange on which the Common Stock is listed or quoted at any relevant time).


 


(h)           “Common
Stock” means the shares of common stock, par value $0.01 per share, of the Company (and any stock or other securities into
which such shares of common stock may be converted or into which they may be exchanged).


 


(i)             “Company”
means Laredo Petroleum, Inc., a Delaware corporation.


 


(j)             “Continuing
Directors” means, as of any date of determination, any member of the Board who: (i) was a member of the Board on the
Effective Date; or (ii) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors
who were members of the Board at the time of such nomination or election.


 


(k)            “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization; provided, however, that such date complies with the requirements of Sections 422 and 409A of the Code, as
applicable.


 


(l)             “Disability”
means the “disability” of a person as defined in a then effective long-term disability plan maintained by the Company that
covers such person, or if such a plan does not exist at any relevant time, “Disability” means the permanent and total disability
of a person within the meaning of Section 22(e)(3) of the Code. For purposes of determining the time during which an Incentive
Stock Option may be exercised under the terms of an Option Agreement, “Disability” means the permanent and total disability
of a person within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code provides that an individual
is totally and permanently disabled if he 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 which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.


 


(m)           “Effective
Date” means May 20, 2021, the date on which this amendment and restatement was approved by the Company’s shareholders.
The Plan originally was adopted effective December 20, 2011.


 






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(n)           “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange
Act.


 


(o)           “Eligible
Person” means any (i) individual employed by the Company or an Affiliate; (ii) director of the Company or an
Affiliate; (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities Act applies, such persons
must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees,
directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates
(and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing
services to the Company or its Affiliates).


 


(p)           “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in the Plan
to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(q)           “Exercise
Price” has the meaning given such term in Section 7(b) of the Plan.


 


(r)            “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)             if
the Common Stock is listed on the New York Stock Exchange or another national securities exchange, the closing sales price for a share
of Common Stock reported on such national securities exchange on the day of determination (or if no such price is reported on that day,
on the last market trading day prior to the day of determination for which such a price is reported), as reported in The Wall Street
Journal or such other source as the Committee deems reliable;


 


(ii)             if
the Common Stock is not listed on the New York Stock Exchange or another national securities exchange, but is quoted in the NASDAQ National
Market Reporting System or another inter-dealer quotation system on a last sale basis, the closing bid price (or if no such price is
reported on that day, on the last market trading day prior to the day of determination for which such a price is reported); or


 


(iii)            in
the absence of any listing or quotation of the Common Stock on any established national stock exchange or inter-dealer quotation system
on a last sale basis, the Fair Market Value of a share of Common Stock shall be determined in good faith by the Committee in a manner
intended to satisfy the principles of Section 409A of the Code.


 


(s)            “Good
Reason” shall have the meaning provided in a Participant’s employment or similar services agreement, or in the absence
of such an agreement providing such a definition, “Good Reason” means the occurrence of any of the following events without
the Participant’s written consent, provided that the Participant gives written notice to the Company of the event within 90 days
after the initial occurrence thereof, the Company does not fully remedy such event in all material respects within 30 days following its
receipt of the Participant’s written notification and the Participant terminates employment or other service with the Company on
the date following the expiration of such 30-day cure period: (i) a material adverse change in the Participant’s title, authority,
duties or responsibilities; (ii) a material reduction in the Participant’s base salary (other than in connection with a diminution
of base salaries to similarly situated employees), (iii) a geographical relocation of the Participant’s principal business
location to an area outside a 50 mile radius of the Participant’s then principal business location, or (iv) the Company’s
failure to pay amounts to the Participant when due.


 






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(t)            “Immediate
Family Members” shall have the meaning set forth in Section 14(b).


 


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


 


(v)           “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of the Plan.


 


(w)           “Institutional
Investors” means Warburg Pincus Private Equity IX, L.P., WP IX Finance LP (collectively, “Warburg Pincus IX”),
Warburg Pincus Private Equity X O&G, L.P. and Warburg Pincus X Partners, L.P. (collectively, “Warburg Pincus X”)
and any transferee of capital stock of the Company (including subsequent transferees) directly or indirectly (in a chain of title) from
Warburg Pincus IX or Warburg Pincus X and who is a stockholder of the Company.


 


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


 


(y)           “Officer”
means a person who is an “officer” of the Company or any Affiliate within the meaning of Section 16 of the Exchange
Act (whether or not the Company is subject to the requirements of the Exchange Act).


 


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


 


(aa)          “Option
Period” has the meaning given such term in Section 7(c) of the Plan.


 


(bb)         “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6
of the Plan.


 


(cc)          “Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11
of the Plan, which, for the avoidance of doubt, could include, without limitation, performance units, performance-based shares and other
equity and non-equity performance-based awards.


 


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


 






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


 


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


 


(gg)         “Permitted
Transferee” shall have the meaning set forth in Section 14(b) of the Plan.


 


(hh)         “Person”
has the meaning given such term in the definition of “Change in Control.”


 


(ii)           “Plan”
means this Laredo Petroleum, Inc. Omnibus Equity Incentive Plan.


 


(jj)            “Restricted
Period” means the period of time determined by the Committee during which an Award 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.


 


(kk)          “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property,
subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide
continuous services for a specified period of time), granted under Section 9 of the Plan.


 


(ll)            “Restricted
Stock” means shares of Common Stock, subject to certain specified restrictions (including, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9
of the Plan.


 


(mm)        “SAR
Period” has the meaning given such term in Section 8(c) of the Plan.


 


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


 


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


 


(pp)         “Stock
Bonus Award” means an Award granted under Section 10 of the Plan.


 






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(qq)         “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a
SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent
of an Option, an amount not less than the Fair Market Value on the Date of Grant.


 


(rr)           “Subsidiary”
means, with respect to any specified Person:


 


(i)             any
corporation, association or other business entity of which more than 50% of the total voting power of shares or any equivalent equity-type
ownership (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)            any
partnership (or any comparable foreign entity) (a) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only general partners (or functional equivalents thereof)
of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(ss)          “Substitute
Award” has the meaning given such term in Section 5(e).


 


3.             Effective
Date; Duration. The Plan originally became effective as of December 20, 2011, in connection with the Company’s initial
public offering and was amended and restated effective March 30, 2016. The Plan as set forth herein constitutes and amendment and
restatement of the Plan as in effect immediately prior to the Effective Date, and the Plan, as amended and restated herein, is effective
as of the Effective Date. Unless sooner terminated by the Board in accordance with Section 13 hereof, the expiration date of the
Plan, as amended and restated herein, on and after which date no Awards may be granted hereunder, shall be the tenth (10th)
anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding,
and the terms and conditions of the Plan shall continue to apply to such Awards.


 


4.             Administration.


 


(a)            The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time
he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall
fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under
the Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority
of the Committee shall be deemed the acts of the Committee.


 






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(b)           Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express
powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or
types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect
to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares
of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable
with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret,
administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement
relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint
such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability
of, payment for or lapse of restrictions on, Awards in the event of a Participant’s death or Disability; and (x) make any
other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


 


(c)            The
Committee may delegate to one or more Officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect
to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may
be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.


 


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


 


(e)            No
member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect
to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person
in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such
Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award agreement and against
and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such
Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided,
that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the
Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or
other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts
or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad
faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s
constituent documents. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such
Indemnifiable Persons may be entitled under the Company’s constituent documents, as a matter of law, or otherwise, or any other
power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 






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(f)            Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards
and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee
under the Plan.


 


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


 


(a)            Awards
granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, the Committee is
authorized to deliver under the Plan an aggregate of 2,432,500 shares of Common Stock; (ii) subject to Section 12 of the Plan,
grants of Options or SARs under the Plan in respect of no more than 717,500 shares of Common Stock may be made to any single Participant
during any single calendar year, and, subject to Section 12 of the Plan, grants of Incentive Stock Options under the Plan in respect
of no more than 717,500 shares of Common Stock may be made to any single Participant during any single calendar year; (iii) subject
to Section 12 of the Plan, no more than 717,500 shares of Common Stock may be earned in respect of Performance Compensation Awards
denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any single Participant for a single calendar
year during a Performance Period, or in the event such Performance Compensation Award is paid in cash, other securities, other Awards
or other property, no more than the Fair Market Value of 717,500 shares of Common Stock on the last day of the Performance Period to which
such Award relates; (iv) the maximum amount that can be paid to any single Participant in any one calendar year pursuant to a cash
bonus Award described in Section 11(a) of the Plan shall be $5,000,000; and (v) subject to Section 12 of the Plan,
no more than 71,750 shares of Common Stock may be issued in respect of Awards granted to any single Participant who is a non-employee
director for a single calendar year.


 


(b)           The
Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards
and/or Performance Compensation Awards to one or more Eligible Persons selected in its sole discretion. An Eligible Person may be granted
more than one Award under the Plan, and Awards may be granted at any time or times during the term of the Plan. The grant of an Award
to an Eligible Person shall not be deemed either to entitle that individual to, or to disqualify that individual from, participation in
any other grant of Awards under the Plan.


 


(c)           Use
of shares of Common Stock to pay the required Exercise Price or tax obligations, or shares not issued in connection with settlement of
an Option or SAR shall, notwithstanding anything herein to the contrary, not be available again for other Awards under the Plan. Shares
underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash are available again for Awards
under the Plan. For the avoidance of doubt, Awards that can only be settled in cash shall not be treated as shares of Common Stock granted
for purposes of this Plan.


 






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


 


(e)            Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously
granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number
of shares of Common Stock underlying any Substitute Awards shall be counted against the aggregate number of shares of Common Stock available
for Awards under the Plan.


 


6.             Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.


 


7.             Options.


 


(a)            Generally.
Each Option granted under the Plan shall be subject to the conditions set forth in this Section 7, and to such other conditions not
inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified
Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive
Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option
shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated
as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with
the stockholder approval requirements of Section 422(b)(1) of the Code, provided, that any Option intended to
be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option
shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option,
the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of
the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive
Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option
appropriately granted under the Plan.


 


(b)            Exercise
Price. The exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be
less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that,
in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing
more than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be
less than 110% of the Fair Market Value per share on the Date of Grant.


 






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(c)            Vesting
and Expiration. Subject to the last sentence of this Section 7(c), Options shall (i) vest and become exercisable in
such manner and on such date or dates, and (ii) expire after such period, not to exceed ten years (the “Option Period”),
in each case as may be determined by the Committee and as set forth in an Award agreement; provided, however, that
the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant
who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate;
provided, further, that notwithstanding any vesting dates set by the Committee in the Award agreement, the Committee
may, in its sole discretion, accelerate the exercisability of any Option in the event of the Participant’s death or Disability,
which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise
provided by the Committee in an Award agreement: (i) the unvested portion of an Option shall expire upon termination of employment
or service of the Participant granted the Option, and the vested portion of such Option shall remain exercisable for (A) one year
following termination of employment or service by reason of such Participant’s death or Disability, but not later than the expiration
of the Option Period or (B) ninety (90) days following termination of employment or service for any reason other than such Participant’s
death or Disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the Option Period and (ii) both the unvested and the vested portion of an Option shall expire upon the termination of the Participant’s
employment or service by the Company for Cause. Options that vest based on a Participant’s continued service shall not become vested
or exercisable prior to the first anniversary following the Date of Grant other than in connection with the Participant’s death,
Disability or pursuant to Section 12 of the Plan. Notwithstanding the foregoing, up to five percent (5%) of the available shares
of Common Stock authorized for issuance pursuant to Section 5(a) of the Plan may be subject to Awards of Options and SARs that
vest, partially or in full, prior to the first anniversary of the Date of Grant.


 


(d)            Method
of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until
payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal
to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may
be exercised by delivery of written notice of exercise or, if provided for, electronic notice of exercise, to the Company in accordance
with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check,
cash equivalent and/or shares of Common Stock having a Fair Market Value on the date of exercise equal to the Exercise Price (including,
pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock
in lieu of actual delivery of such shares to the Company), provided, that such shares of Common Stock are not subject to
any pledge or other security interest and are held for the applicable period as determined by the Company’s auditors to avoid adverse
accounting charges, and (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion,
including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price
or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise
deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by
a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Stock for which the Option
was exercised that number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of
Common Stock for which the Option was exercised. Any fractional shares of Common Stock shall be settled in cash. The Committee may specify
a reasonable minimum number of shares of Common Stock or a percentage of the shares subject to an Option that may be purchased on any
exercise of an Option; provided, that such minimum number will not prevent Optionee from exercising the full number of shares
of Common Stock as to which the Option is then exercisable.


 






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


 


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


 


8.             Stock
Appreciation Rights.


 


(a)           Generally.
Each SAR granted under the Plan shall be subject to the conditions set forth in this Section 8, and to such other conditions not
inconsistent with the Plan as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem
SARs. The Committee also may award SARs to Eligible Persons independent of any Option.


 


(b)           Strike
Price. The Strike Price per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share
determined as of the Date of Grant.


 






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(c)           Vesting
and Expiration. Subject to the last sentence of this Section 8(c), a SAR granted in connection with an Option shall become
exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR shall
(i) vest and become exercisable in such manner and on such date or dates, and (ii) expire after such period, not to exceed ten
years (the “SAR Period”), in each case as may be determined by the Committee and as set forth in an Award agreement;
provided, however, that notwithstanding any vesting dates set by the Committee in the Award agreement, the Committee
may, in its sole discretion, accelerate the exercisability of any SAR in the event of the Participant’s death or Disability, which
acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided
by the Committee in an Award agreement: (i) the unvested portion of a SAR shall expire upon termination of employment or service
of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A) one year following termination
of employment or service by reason of such Participant’s death or Disability, but not later than the expiration of the SAR Period
or (B) ninety (90) days following termination of employment or service for any reason other than such Participant’s death or
Disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the SAR Period and (ii) both the unvested and the vested portion of a SAR shall expire upon the termination of the Participant’s
employment or service by the Company for Cause. SARs that vest based on a Participant’s continued service shall not become vested
or exercisable prior to the first anniversary following the Date of Grant other than in connection with the Participant’s death,
Disability or pursuant to Section 12 of the Plan. Notwithstanding the foregoing, up to five percent (5%) of the available shares
of Common Stock authorized for issuance pursuant to Section 5(a) of the Plan may be subject to Awards of Options and SARs that
vest, partially or in full, prior to the first anniversary of the Date of Grant.


 


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


 


(e)           Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are
being exercised multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock on the exercise date over the Strike
Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company
shall pay such amount in cash, in shares of Common Stock with a Fair Market Value equal to such amount, or any combination thereof, as
determined by the Committee in an Award agreement. Any fractional share of Common Stock shall be settled in cash.


 


9.             Restricted
Stock and Restricted Stock Units.


 


(a)           Generally.
Each such grant of Restricted Stock or Restricted Stock Units under the Plan shall be subject to the conditions set forth in this Section 9,
and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.


 






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(b)           Restricted
Stock – Accounts, Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account
shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted
Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions,
the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory
to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered
by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an
escrow agreement and blank share power within the amount of time specified by the Committee, the Award shall be null and void. Subject
to the restrictions set forth in this Section 9 and unless otherwise set forth in an applicable Award agreement, the Participant
generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right to
vote such Restricted Stock and the right to receive dividends, if applicable; provided that any dividends with respect to a share
of Restricted Stock shall be withheld by the Company for the Participant’s account, without interest, until the restrictions have
lapsed on the related share of Restricted Stock. To the extent shares of Restricted Stock are forfeited, any share certificates issued
to the Participant evidencing such shares shall be returned to the Company, any dividends withheld and attributable to such shares shall
also be forfeited to the Company and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate
without further obligation on the part of the Company.


 


(c)           Vesting;
Acceleration of Lapse of Restrictions. The Restricted Period shall lapse with respect to an Award of Restricted Stock or Restricted
Stock Units at such times as provided by the Committee in an Award agreement, and the unvested portion of Restricted Stock and Restricted
Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant.


 


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


 


(i)             Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award
agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If
an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,
the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Company and attributable
to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee,
in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share
and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee
in the applicable Award agreement).


 


(ii)            Unless
otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common Stock for
each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect
to (i) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted
Stock Units or (ii) defer the delivery of shares of Common Stock (or cash or part Common Stock and part cash, as the case may be)
beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no
longer the case. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to
the Fair Market Value of the shares of Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted
Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.


 






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10.           Stock
Bonus Awards. The Committee may issue unrestricted shares of Common Stock, or other Awards denominated in shares of Common Stock,
under the Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time
in its sole discretion determine. Each Stock Bonus Award granted under the Plan shall be subject to such conditions not inconsistent with
the Plan as may be reflected in the applicable Award agreement.


 


11.           Performance
Compensation Awards.


 


(a)           Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 9 or 10 of the Plan, to designate
such Award as a Performance Compensation Award. The Committee shall also have the authority to make an award of a cash bonus to any Participant
and designate such Award as a Performance Compensation Award. The Committee, in its sole discretion, shall determine the payment of any
Performance Compensation Award, whether payable in cash, shares of Common Stock or a combination of cash and shares of Common Stock.


 


(b)           Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall
have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued,
the criterion or criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance
Goals(s) that is (are) to apply and the Performance Formula.


 


(c)           Performance
Goals. Performance Goals may be based on one or more business criteria or other performance measures determined by the Committee
in its discretion.


 


(d)           Modification
of Performance Goal(s). In the event that applicable securities laws change to permit Committee discretion to alter the governing
Performance Goal(s) without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make
such alterations without obtaining shareholder approval.


 


(e)           Payment
of Performance Compensation Awards.


 


(i)             Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company
or an Affiliate of the Company on the date of payment with respect to a Performance Period to be eligible to receive such payment in respect
of a Performance Compensation Award for the preceding Performance Period.


 






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(ii)            Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the
Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation
Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.


 


(iii)           Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation
Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s
Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply discretionary adjustments in accordance
with Section 11(e)(iv).


 


(iv)           Discretionary
Adjustments. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance
Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in
the Performance Period if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion,
except as is otherwise provided in the Plan, to (A) grant or provide payment in respect of Performance Compensation Awards for a
Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation
Award above the applicable limitations set forth in Section 5 of the Plan.


 


(f)            Timing
of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively
practicable following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months
following the end of the fiscal year during which the Performance Period is completed; provided, however, that such
Performance Compensation Awards may be deferred and paid after such date so long deferrals are made in accordance with Section 409A
of the Code and applicable guidance thereunder.


 






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12.           Changes
in Capital Structure and Similar Events.


 


(a)           Effect
of Certain Events. In the event of (A) any dividend or other distribution (whether in the form of cash, shares of Common
Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation,
consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company,
issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate
transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock, or (B) unusual
or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements
of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or
securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined
by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner
as it may deem equitable, including without limitation any or all of the following:


 


(i)             adjusting
any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and
kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise
Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance
Goals);


 


(ii)            providing
for a substitution or assumption of Awards, termination of Awards or providing for a period of time for exercise prior to the occurrence
of such event; and


 


(iii)           canceling
any one or more outstanding Awards or portion thereof and causing to be paid to the holders thereof, in cash, shares of Common Stock,
other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which
if applicable may be based upon the price per share of Common Stock received or to be received by other shareholders of the Company in
such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess,
if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR
over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option
or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject
thereto may be canceled and terminated without any payment or consideration therefor); provided, however, that in
the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 123 (Revised 2004) and FASB Accounting Standards Codification Topic 718) or any successor rule, the Committee
shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive
Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not
constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this
Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the
Exchange Act or the exemption under Section 409A, to the extent applicable. The Company shall give each Participant notice of an
adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 






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(b)           Effect
of Change in Control. Notwithstanding any other provision of the Plan to the contrary, unless specifically provided otherwise
with respect to Change in Control events in an Award or in a then-effective written employment agreement between the Participant and the
Company or an Affiliate, in the event a Change in Control occurs during the effectiveness of the Plan:


 


(i)             If
and to the extent that a successor to the Company assumes, substitutes or replaces an Award granted on or after the Effective Date, the
vesting restrictions and forfeiture provisions applicable to such Award shall not be accelerated or lapse, and all such vesting restrictions
and forfeiture provisions shall continue with respect to any shares of the successor or other consideration that may be received with
respect to such Award; provided that, in the event of the termination of a Participant’s employment or service by the Company
or its successor without Cause or by the Participant for Good Reason during the 18-month period following the Change in Control, (1) all
outstanding Options and SARs held by the Participant shall become immediately vested and exercisable with respect to 100% of the shares
subject to such Options or SARs, (2) the Restricted Period shall expire immediately and all restrictions shall lapse with respect
to 100% of the outstanding Restricted Stock Awards and Restricted Stock Units held by the Participant and (3) all Performance Goals
or other vesting criteria with respect to Performance Compensation Awards held by the Participant will be deemed achieved at 100% of target
levels and all other terms and conditions will be deemed met, in each case as of the date of the Participant’s termination of employment
or service.


 


(ii)            If
and to the extent that Awards either were granted prior to the Effective Date, or were granted on or after the Effective Date but are
canceled or terminated upon and in connection with the Change in Control, then (1) each such Option and SAR which is at the time
outstanding under the Plan shall automatically become fully vested and exercisable with respect to all shares of Common Stock covered
thereby, (2) the Restricted Period shall expire and restrictions applicable to all such Restricted Stock Awards and Restricted Stock
Units which is at the time outstanding shall lapse and such Awards shall become fully vested and (3) all Performance Goals or other
vesting criteria with respect to such Performance Compensation Awards held by the Participant in effect on the date the Change in Control
occurs shall end on such date and the Committee shall (A) determine the extent to which Performance Goals with respect to each such
Performance Period have been met based upon such audited or unaudited financial information or other information then available as it
deems relevant and (B) cause the Participant to receive partial or full payment of Awards for each such Performance Period based
upon the Committee’s determination of the degree of attainment of the Performance Goals, or assuming that the applicable “target”
levels of performance have been attained or on such other basis determined by the Committee whichever is greater.


 


(c)           The
existence of this Plan and Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of
the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure
or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Company Shares
or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part
of its assets or business or any other corporate act or proceeding.


 


13.           Amendments
and Termination.


 


(a)           Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at
any time; provided, that (i) no amendment to Section 11(c) or Section 13(b) (to the extent required
by the proviso in such Section 13(b)) shall be made without shareholder approval and (ii) no such amendment, alteration, suspension,
discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory
requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities
exchange or inter-dealer quotation system on which the Common Stock may be listed or quoted or to prevent the Company from being denied
a tax deduction); provided, further, that any such amendment, alteration, suspension, discontinuance or termination
that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted
shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.


 






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(b)           Amendment
of Award Agreements. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that
any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect
the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent
of the affected Participant; provided, further, that without shareholder approval, except as otherwise permitted
under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price or minimum vesting requirements
of any Option or the Strike Price or minimum vesting requirements of any SAR, (ii) the Committee may not cancel any outstanding Option
or SAR and replace it with a new Option or SAR, another Award or cash, and (iii) the Committee may not take any other action that
is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer
quotation system on which the Common Stock is listed or quoted.


 


14.           General.


 


(a)           Award
Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether
in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract
with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation,
the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of such other events as
may be determined by the Committee.


 


(b)           Nontransferability.


 


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


 






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


 


(iii)           The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee, and any
reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except
that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration
statement on an appropriate form covering the Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee
or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise
have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the
Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement
shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the
Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.


 


(c)           Tax
Withholding.


 


(i)             A
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby
authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from
any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property)
of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and
to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment
of such withholding taxes.


 


(ii)            Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge
or other security interest and are held for the applicable period as determined by the Company’s auditors to avoid adverse accounting
charges) owned by the Participant having a fair market value equal to such withholding liability or (B) having the Company withhold
from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number
of shares with a fair market value equal to such withholding liability (but no more than the minimum required statutory withholding liability).


 






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(d)           No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall
have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a
grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The
terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same
with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.
Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or
service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board.
The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship,
free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting
an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or
to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award agreement,
notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates
and the Participant, whether any such agreement is executed before, on or after the Date of Grant.


 


(e)            International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its
sole discretion amend the terms of the Plan or outstanding Awards (or adopt a subplan) with respect to such Participants in order to conform
such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its
Affiliates.


 


(f)            Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)
who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant
may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that
no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,
the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Notwithstanding
anything herein to the contrary, to the extent that a Participant’s beneficiary designation would result in a duplication of, or
unintended, benefits payable under this Plan or would otherwise violate applicable law, the Committee shall have the authority to disregard
such designation and payments shall be made in accordance with applicable law.


 






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(g)           Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event or as otherwise provided
in an Award agreement, service shall not be considered terminated in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Affiliate, or any successor, in any capacity of any employee, director or consultant, or (iii) any change
in status as long as the individual remains in the service of the Company or an Affiliate in any capacity of employee, director or consultant.
An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive
Stock Option, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute
or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day following the expiration of such
three (3) month period.


 


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


 


(i)            Government
and Other Regulations.


 


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


 






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


 


(iii)           Notwithstanding
any provision in this Plan or any Award agreement to the contrary, Awards granted hereunder shall be subject, to the extent applicable,
(A) to any clawback policy adopted by the Company, and (B) to the Dodd-Frank Wall Street Reform and Consumer Protection Act,
as amended, and rules, regulations and binding, published guidance thereunder, which legislation provides for the clawback and recovery
of incentive compensation in the event of certain financial statement restatements. If, pursuant to Section 10D of the Securities
Exchange Act of 1934, as amended, the Company would not be eligible for continued listing, if applicable, under Section 10D(a) of
the Exchange Act if it did not adopt policies consistent with Section 10D(b) of the Exchange Act, then, in accordance with those
policies that are so required, any incentive-based compensation payable to a Participant under this Plan shall be subject to claw-back
in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Exchange Act, as interpreted by
rules of the Securities Exchange Commission.


 


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


 


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


 


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


 






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


 


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


 


(o)           Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving
effect to the conflict of laws provisions thereof.


 


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


 


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


 


(r)            Shareholder
Approval. The Plan, as amended and restated herein, is effective as of May 20, 2021, subject to approval by the Company’s
shareholders.


 


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


 


(t)            Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of shares
of Common Stock under an Award, that the Participant execute lock-up, shareholder or other agreements, as it may determine in its sole
and absolute discretion.


 






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(u)           Payments.
Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive shares of Common
Stock under any Award made under the Plan.


 


(v)           Section 409A.
The Plan and the Awards hereunder are intended to either comply with, or be exempt from, the requirements of Section 409A of the
Code. To the extent that the Plan or any Award is not exempt from the requirements of Section 409A of the Code, the Plan and any
such Award intended to comply with the requirements of Section 409A of the Code shall be limited, construed and interpreted in accordance
with such intent. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest or
penalty that may be imposed by Section 409A of the Code or any damages relating to any failure to comply with Section 409A of
the Code. To the extent required under Section 409A of the Code, (i) the provisions of Treasury Regulations Section 1.409A-3(i)(2) will
apply to an Award granted hereunder and (ii) any reference to a “termination of employment or service” (or any similar
term) shall mean a “separation from service” as defined in Section 409A of the Code.


 






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