Exhibit 10.1


 


SUMMER INFANT, INC.


 


AMENDED AND RESTATED


2012
INCENTIVE COMPENSATION PLAN


(Amended and restated as of May 19, 2021)


 


RECITALS


 


WHEREAS,
the Board of Directors of Summer Infant, Inc., a Delaware corporation (the “Company”), adopted, with stockholder
approval, the 2012 Incentive Compensation Plan on June 14, 2012, which was amended, with stockholder approval, on August 4,
2015;


 


WHEREAS,
the Board of Directors of the Company has determined, subject to stockholder approval, to increase the number of shares of common stock
potentially issuable pursuant to the plan, to extend the expiration date of the plan and to make certain other amendments to the plan;
and


 


WHEREAS,
the Board of Directors of the Company has re-adopted the plan in the form that follows to amend, restate, supersede and replace the form
thereof previously adopted, when so approved by the stockholders of the company.


 


1.            Purpose.
The purpose of this Amended and Restated 2012 Incentive Compensation Plan (the “Plan”) is to assist the Company
and its Related Entities (as defined in Section 2) in attracting, motivating, retaining and rewarding high-quality executives and
other employees, officers, directors, consultants and persons who provide services to the Company or its Related Entities by enabling
such persons to acquire or increase a proprietary interest in the Company thereby strengthening the mutuality of interests between such
persons and the Company’s stockholders, and by providing such persons with performance incentives to expend their maximum efforts
in the creation of stockholder value.


 


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


 


(a)            “Asset
Sale” has the meaning set forth in Section 9(b)(iii).


 


(b)            “Award”
means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Share granted as a bonus or in lieu of
another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with any other right or interest, granted to
a Participant under the Plan.


 


(c)            “Award
Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by the Committee
hereunder.


 


(d)            “Beneficial
Owner” and “Beneficial Ownership” shall have the meaning given to such term in Rule 13d-3
under the Exchange Act and any successor to such rule.


 


(e)            “Beneficiary”
means one or more persons or trusts that have been designated by a Participant in his or her most recent written beneficiary designation
filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or to which Awards or other
rights are transferred if and to the extent permitted under Section 10(b). If, upon a Participant’s death, there is no designated
Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person or trust entitled by will or the laws of descent
and distribution to receive such benefits.


 


(f)            “Board”
means the Company’s Board of Directors.


 


(g)            “Business
Reorganization” has the meaning set forth in Section 9(b)(iii).


 






    


     


    

 


(h)            “Cause”
shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award
Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause” or “for cause”
set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or
a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the
failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related Entity, (ii) any
violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company or a Related Entity,
if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure or other similar
agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company
or a Related Entity, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s
work performance, or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant
or the Company or any Related Entity. The good faith determination by the Committee of whether the Participant’s Continuous Service
was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder.


 


(i)            “Change
in Control” has the meaning set forth in Section 9(b).


 


(j)            “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations
thereto.


 


(k)            “Committee”
means the compensation committee of the Board or other committee designated by the Board to administer the Plan and which is comprised
of not less than two Non-Employee Directors who are independent.


 


(l)            “Company”
has the meaning set forth in Section 1.


 


(m)           “Consultant”
means any Person (other than an Employee or a Director, solely with respect to rendering services in such Person’s capacity as a
director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related
Entity.


 


(n)           “Continuing
Entity” has the meaning set forth in Section 9(b)(iii).


 


(o)           “Continuous
Service” means the uninterrupted provision of services to the Company or any Related Entity in any capacity of Employee,
Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any
approved leave of absence, (ii) transfers among the Company, any Related Entities, or any successor entities, in any capacity of
Employee, Director, Consultant or other service provider, or (iii) any change in status as long as the individual remains in the
service of the Company or a Related Entity in any capacity of Employee, Director, Consultant or other service provider (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal
leave.


 


(p)           “Controlling
Interest” has the meaning set forth in Section 9(b)(i).


 


(q)           “Director”
means a member of the Board or the board of directors of any Related Entity.


 


(r)            “Disability”
means a permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Committee.


 


(s)           “Dividend
Equivalent” means a right, granted to a Participant under Section 6(e), to receive cash, Shares, other Awards or other
property equal in value to dividends paid with respect to a Restricted Stock Unit Award.


 


(t)            “Effective
Date” means the effective date of the Plan, which shall be the Stockholder Approval Date.


 






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(u)           “Eligible
Person” means each officer, Director, Employee, Consultant and other person who provides services to the Company or any
Related Entity. The foregoing notwithstanding, only Employees of the Company, or any parent corporation or subsidiary corporation of the
Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons for purposes
of receiving any Incentive Stock Options. An Employee on leave of absence may, in the discretion of the Committee, be considered as still
in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.


 


(v)           “Employee”
means any person, including an officer or Director, who is an employee of the Company or any Related Entity. The payment of a director’s
fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.


 


(w)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor
provisions and rules thereto.


 


(x)           “Fair
Market Value” means the fair market value of Shares, Awards or other property as determined by the Committee, or under procedures
established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a Share as of any given date shall
be the closing sale price per Share reported on a consolidated basis for stock listed on the principal stock exchange or market on which
Shares are traded on the date immediately preceding the date as of which such value is being determined (or as of such later measurement
date as determined by the Committee on the date the Award is authorized by the Committee), or, if there is no sale on that date, then
on the last previous day on which a sale was reported.


 


(y)           “Incentive
Stock Option” means any Option intended to be designated as an incentive stock option within the meaning of Section 422
of the Code or any successor provision thereto.


 


(z)           “Incumbent
Board” has the meaning set forth in Section 9(b)(ii).


 


(aa)     “Nasdaq”
means The Nasdaq Stock Market, LLC.


 


(bb)    “Non-Employee
Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


(cc)     “Option”
means a right granted to a Participant under Section 6(b) to purchase Shares or other Awards at a specified price during specified
time periods.


 


(dd)    “Option
Proceeds” means the cash actually received by the Company for the exercise price in connection with the exercise of Options
that are exercised after the Effective Date, plus the maximum tax benefit that could be realized by the Company as a result of the exercise
of such Options, which tax benefit shall be determined by multiplying (i) the amount that is deductible for Federal income tax purposes
as a result of any such option exercise (currently, equal to the amount upon which the Participant’s withholding tax obligation
is calculated), times (ii) the maximum Federal corporate income tax rate for the year of exercise. With respect to Options, to the
extent that a Participant pays the exercise price or withholding taxes with Shares, Option Proceeds shall not be calculated with respect
to the amounts so paid in Shares.


 


(ee)     “Optionee”
means a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under this Plan.


 


(ff)      “Other
Stock-Based Awards” means Awards granted to a Participant under Section 6(h).


 


(gg)    “Outstanding
Company Stock” has the meaning set forth in Section 9(b)(i).


 


(hh)    “Outstanding
Company Voting Securities” has the meaning set forth in Section 9(b)(i).


 


(ii)           “Participant”
means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible
Person.


 






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(jj)       “Performance
Award” means cash, Shares or other Awards granted to any Eligible Person on terms and conditions established by the Committee
pursuant to Section 6(g).


 


(kk)     “Performance
Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter
during which any performance goals specified by the Committee with respect to such Award are to be measured.


 


(ll)       “Performance
Share” means any grant pursuant to Section 6(g) of a unit valued by reference to a designated number of Shares,
which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other
property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall
establish at the time of such grant or thereafter.


 


(mm)   “Performance
Unit” means any grant pursuant to Section 6(g) of a unit valued by reference to a designated amount of property
(including cash) other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine,
including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance
Period as the Committee shall establish at the time of such grant or thereafter.


 


(nn)    “Person”
shall have the meaning given to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
and shall include a “group” as defined in Section 13(d) thereof.


 


(oo)        “Plan”
has the meaning set forth in Section 1.


 


(pp)    “Related
Entity” means any Subsidiary, and any business, corporation, partnership, limited liability company or other entity designated
by the Board, in which the Company or a Subsidiary holds a substantial ownership interest, directly or indirectly.


 


(qq)    “Restricted
Stock” means any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and
with such risks of forfeiture and other restrictions as the Committee, in its sole discretion, may impose (including any restriction on
the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such
time or times, in installments or otherwise, as the Committee may deem appropriate.


 


(rr)      “Restricted
Stock Award” means an Award granted to a Participant under Section 6(d).


 


(ss)     “Restricted
Stock Unit” means a right to receive Shares, including Restricted Stock, cash measured based upon the value of Shares or
a combination thereof, at the end of a specified deferral period.


 


(tt)      “Restricted
Stock Unit Award” means an Award of Restricted Stock Unit granted to a Participant under Section 6(e).


 


(uu)    “Restriction
Period” means the period of time specified by the Committee that Restricted Stock Awards shall be subject to such restrictions
on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose.


 


(vv)    “Rule 16b-3”
means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act.


 


(ww)   “Section 409A
Plan” has the meaning set forth in Section 7(e)(ii).


 


(xx)          “Shares”
means the shares of common stock of the Company, par value $0.0001 per share, and such other securities as may be substituted (or resubstituted)
for Shares pursuant to Section 10(c).


 






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(yy)    “Stock
Appreciation Right” means a right granted to a Participant under Section 6(c) to receive a payment equal to the
excess of the Fair Market Value of a specified number of Shares on the date the Stock Appreciation Right is exercised over the Fair Market
Value on the date the Stock Appreciation Right was granted as set forth in the applicable Award Agreement.


 


(zz)     “Stockholder
Approval Date” means the date on which this Plan is approved by the stockholders of the Company eligible to vote thereon,
by a vote sufficient to meet the requirements of Section 422 of the Code, Rule 16b-3 under the Exchange Act and applicable requirements
under the rules of the Nasdaq.


 


(aaa)   “Subsidiary”
means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined
voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election
of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets
on liquidation or dissolution.


 


(bbb)  “Substitute
Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, Awards
previously granted, or the right or obligation to make future Awards by a company (i) acquired by the Company or any Related Entity,
(ii) which becomes a Related Entity after the Effective Date, or (iii) with which the Company or any Related Entity combines.


 


3.            Administration.


 


(a)            Authority
of the Committee. The Plan shall be administered by the Committee except to the extent (and subject to the limitations imposed
by Section 3(b)) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the
Board who are independent members of the Board, in which case references herein to the “Committee” shall be deemed to include
references to the independent members of the Board. The Committee shall have full and final authority, subject to and consistent with
the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms
and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant)
and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects,
supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary
or advisable for the administration of the Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any
Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible
Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.


 


(b)           Manner
of Exercise of Committee Authority. The Committee, and not the Board, shall exercise sole and exclusive discretion (i) on
any matter relating to a Participant then subject to Section 16 of the Exchange Act with respect to the Company to the extent necessary
in order that transactions by such Participant shall be exempt under Rule 16b-3 under the Exchange Act and (ii) with respect
to any Award to a Non-Employee Director. Any action of the Committee shall be final, conclusive and binding on all persons, including
the Company, its Related Entities, Eligible Persons, Participants, Beneficiaries, transferees under Section 10(b) or other
persons claiming rights from or through a Participant, and stockholders. The express grant of any specific power to the Committee, and
the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee
may, in its sole discretion, delegate to one or more officers of the Company or any Related Entity, or committees thereof, the authority,
subject to such terms and limitations as the Committee shall determine, to perform such functions, including the granting of Awards and
administrative functions as the Committee may determine to the extent that such delegation will not result in the loss of an exemption
under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the
Company. The Committee may appoint agents to assist it in administering the Plan. Any such delegation to grant Awards shall be set forth
in writing and shall specify the persons authorized to act thereunder, include limitations as to type and amount of Awards that may be
granted during the period of the delegation and contain guidelines as to the determination of the exercise price and the vesting criteria.
The Committee must deliver the written evidence of the delegation to the Company’s Chief Financial Officer and Chief Executive
Officer before any delegated authority may be exercised. The Committee may revoke or amend the terms of any delegation at any time but
such action shall not invalidate any prior actions of the Committee’s delegate that were consistent with the terms of the Plan.


 






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(c)            Limitation
of Liability. The Committee and the Board, and each member thereof, shall be entitled to, in good faith, rely or act upon any
report or other information furnished to him or her by any officer or Employee, the Company’s independent auditors, Consultants
or any other agents assisting in the administration of the Plan. Members of the Committee and the Board, and any officer or Employee acting
at the direction or on behalf of the Committee or the Board, shall not be personally liable for any action or determination taken or made
in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with
respect to any such action or determination.


 


4.            Shares
Subject to Plan.


 


(a)            Limitation
on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 10(c), the total
number of Shares reserved and available for delivery under the Plan shall be 374,889. Any Shares delivered under the Plan may consist,
in whole or in part, of authorized and unissued shares or treasury shares.


 


(b)            Application
of Limitations to Grants of Awards. No Award may be granted if the number of Shares to be delivered in connection with such an
Award exceeds the number of Shares remaining available for delivery under the Plan, minus the number of Shares deliverable in settlement
of or relating to then outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid
double counting and make adjustments if the number of Shares actually delivered differs from the number of Shares previously counted in
connection with an Award. Notwithstanding anything in Section 4(c) to the contrary and subject to adjustment as provided in
Section 10(c), the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive
Stock Options shall be 200,000 Shares.


 


(c)            Availability
of Shares Not Delivered under Awards. If any Awards are forfeited, expire or otherwise terminate without issuance of such Shares,
the Shares to which those Awards were subject, shall, to the extent of such forfeiture, expiration, termination or non-issuance, again
be available for delivery with respect to Awards under the Plan, subject to the limitations set forth in this Section 4(c). Notwithstanding
the foregoing, the following Shares shall not be again available for delivery with respect to Awards under the Plan: (i) Shares tendered
or held back by the Company upon exercise of an Option or settlement of another Award (either actually or by attestation) and (ii) Shares
tendered or held back by the Company to cover tax withholding liabilities arising from such Option or other Award (either actually or
by attestation). In addition, Shares subject to a Stock Appreciation Right that are not issued upon the net settlement of the Stock Appreciation
Right shall not be available for delivery with respect to Awards under the Plan. Shares repurchased by the Company on the open market
using Option Proceeds shall not be available for Awards under the Plan.


 


Substitute Awards shall not
reduce the Shares authorized for delivery under the Plan or authorized for delivery to a Participant in any period. Additionally, in the
event that a company acquired by the Company or any Related Entity or with which the Company or any Related Entity combines has shares
available under a pre-existing plan approved by its stockholders, the shares available for delivery 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 delivery under the Plan if and to
the extent that the use of such Shares would not require approval of the Company’s stockholders under the rules of the Nasdaq.


 


5.            Eligibility;
Per-Person Award Limitations. Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided
in Section 10(c), in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be granted
(i) Options or Stock Appreciation Rights with respect to more than 50,000 Shares or (ii) Restricted Stock, Restricted Stock
Units, Performance Shares or Other Stock-Based Awards with respect to more than 50,000 Shares. In addition, the maximum dollar value payable
to any one Participant with respect to Performance Units is $3,000,000 with respect to any 12-month Performance Period.


 






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6.            Specific
Terms of Awards.


 


(a)           General.
Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award
or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the
event of termination of the Participant’s Continuous Service and terms permitting a Participant to make elections relating to his
or her Award. Except as otherwise expressly provided herein, the Committee shall retain full power and discretion to accelerate, waive
or modify, at any time, any term or condition of an Award that is not mandatory under the Plan. Except in cases in which the Committee
is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration must be paid to satisfy
the requirements of Delaware law, no consideration other than services may be required for the grant (as opposed to the exercise) of any
Award.


 


(b)           Options.
The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:


 


(i)            Exercise
Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall be determined
by the Committee, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant
of the Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of
the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option
is granted to such Employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant)
shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is granted. Other than pursuant
to Section 10(c)(i) and (ii), without prior approval of the Company’s stockholders the Committee shall not be permitted
to: (A) lower the exercise price per Share of an Option after it is granted, (B) cancel an Option when the exercise price per
Share exceeds the Fair Market Value of the underlying Shares in exchange for another Award (other than in connection with Substitute Awards),
or (C) take any other action with respect to an Option that may be treated as a repricing pursuant to the applicable rules of
the Nasdaq, including through a cancellation and re-grants or cancellation of Options in exchange for cash.


 


(ii)            Time
and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option may
be exercised in whole or in part (including based on achievement of performance goals or future service requirements), the time or times
at which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods
by which the exercise price may be paid or deemed to be paid (including in the discretion of the Committee a cashless exercise procedure),
the form of such payment, including, without limitation, cash, Shares (including without limitation the withholding of Shares otherwise
deliverable pursuant to the Award), other Awards or awards granted under other plans of the Company or a Related Entity, or other property
(including notes or other contractual obligations of Participants to make payment on a deferred basis provided that such deferred payments
are not in violation of Section 13(k) of the Exchange Act, or any rule or regulation adopted thereunder or any other applicable
law), and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants.


 


(iii)            Incentive
Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions
of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to
disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code, unless the Participant has first requested,
or consents to, the change that will result in such disqualification. Thus, if and to the extent required to comply with Section 422
of the Code, Options granted as Incentive Stock Options shall be subject to the following special terms and conditions:


 


(A)            the
Option shall not be exercisable for more than ten years after the date such Incentive Stock Option is granted; provided, however, that
if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company,
as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to
such Participant, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no
more than five years from the date of grant; and


 






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(B)            the
aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of
the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable for the
first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed
$100,000.


 


(c)           Stock
Appreciation Right. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction with all or part
of any Option granted under the Plan or without regard to any Option, in each case upon such terms and conditions as the Committee may
establish in its sole discretion, not inconsistent with the provisions of the Plan, including the following:


 


(i)            Right
to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the Stock
Appreciation Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than 100% of the Fair
Market Value of a Share on the date of grant.


 


(ii)            Other
Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under
which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals or future service
requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable following termination of Continuous
Service or upon other conditions, the method of exercise, method of settlement, method by or forms in which Shares will be delivered or
deemed to be delivered to Participants, whether or not a Stock Appreciation Right shall be in combination with any other Award, and any
other terms and conditions of any Stock Appreciation Right. Other than pursuant to Section 10(c)(i) and (ii), without prior
approval of the Company’s stockholders the Committee shall not be permitted to: (A) lower the exercise price per Share of a
Stock Appreciation Right after it is granted, (B) cancel a Stock Appreciation Right when the exercise price per Share exceeds the
Fair Market Value of the underlying Shares in exchange for another Award (other than in connection with Substitute Awards), or (C) take
any other action with respect to a Stock Appreciation Right that may be treated as a repricing pursuant to the applicable rules of
the Nasdaq, including through a cancellation and re-grants or cancellation of Stock Appreciation Rights in exchange for cash.


 


(d)           Restricted
Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following terms and
conditions:


 


(i)            Grant
and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan during the Restriction Period. The terms of any
Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined
by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such
circumstances (including based on achievement of performance goals or future service requirements), in such installments or otherwise,
as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any
Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all of the rights of a stockholder,
including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or
other requirement imposed by the Committee). During the period that the Restricted Stock Award is subject to a risk of forfeiture, subject
to Section 10(b) and except as otherwise provided in the Award Agreement, the Restricted Stock may not be sold, transferred,
pledged, hypothecated, margined or otherwise encumbered by the Participant.


 






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(ii)            Forfeiture.
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable Restriction
Period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that has not lapsed or otherwise
been satisfied shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to Restricted Stock Awards shall
be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive
in whole or in part the forfeiture of Restricted Stock.


 


(iii)            Certificates
for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an
appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical
possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted
Stock.


 


(iv)            Dividends
and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or permit a Participant to elect
that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted Stock or applied
to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee, Shares distributed in connection with
a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture
to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed.


 


(e)           Restricted
Stock Unit Award. The Committee is authorized to grant Restricted Stock Unit Awards to any Eligible Person on the following terms
and conditions:


 


(i)            Award
and Restrictions. Satisfaction of a Restricted Stock Unit Award shall occur upon expiration of the deferral period specified for
such Restricted Stock Unit Award by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, a Restricted
Stock Unit Award shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which
restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance
goals or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Restricted
Stock Unit Award may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified number of Shares covered
by the Restricted Stock Unit, or a combination thereof, as determined by the Committee at the date of grant or thereafter. Prior to satisfaction
of a Restricted Stock Unit Award, a Restricted Stock Unit Award carries no voting or dividend or other rights associated with Share ownership.


 


(ii)            Forfeiture.
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable deferral
period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted Stock Unit
Award), the Participant’s Restricted Stock Unit Award that is at that time subject to a risk of forfeiture that has not lapsed or
otherwise been satisfied shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award Agreement,
or may determine in any individual case, that forfeiture conditions relating to a Restricted Stock Unit Award shall be waived in whole
or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part
the forfeiture of any Restricted Stock Unit Award.


 


(iii)            Dividend
Equivalents. Unless otherwise determined by the Committee at the date of grant, any Dividend Equivalents that are granted with
respect to any Restricted Stock Unit Award shall be either (A) paid with respect to such Restricted Stock Unit Award at the dividend
payment date in cash or in Shares of unrestricted stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred
with respect to such Restricted Stock Unit Award and the amount or value thereof automatically deemed reinvested in additional Restricted
Stock Units, other Awards or other investment vehicles, as the Committee shall determine or permit the Participant to elect. The applicable
Award Agreement shall specify whether any Dividend Equivalents shall be paid at the dividend payment date, deferred or deferred at the
election of the Participant. If the Participant may elect to defer the Dividend Equivalents, such election shall be made within 30 days
after the grant date of the Restricted Stock Unit Award, but in no event later than 12 months before the first date on which any portion
of such Restricted Stock Unit Award vests (or at such other times prescribed by the Committee as shall not result in a violation of Section 409A
of the Code). If Dividend Equivalent rights are granted in connection with a Restricted Stock Unit Award that is subject to performance
based vesting pursuant to Section 6(g), such Dividend Equivalent shall only be paid based on the actual number of Shares earned as
determined at the end of the applicable Performance Period.


 






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(f)            Bonus
Stock, Non-Employee Director Awards and Awards in Lieu of Obligations. The Committee is authorized to grant Shares to any Eligible
Persons as a bonus, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver other property under the Plan or
under other plans or compensatory arrangements; provided, however, that in the case of Eligible Persons subject to Section 16 of
the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions
of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder
shall be subject to such other terms as shall be determined by the Committee. The Committee may determine, in its sole discretion, to
provide for the grant of unrestricted Shares to Non-Employee Directors in recognition of their services to the Board in addition to any
other compensation paid to Non-Employee Directors as approved by the Committee.


 


(g)           Performance
Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares, Restricted Stock
Awards or Restricted Stock Unit Awards on terms and conditions established by the Committee. The performance criteria to be achieved
during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance
Award, provided, however, that a Performance Period shall be no shorter than 12 months. Except as provided in Section 9 or as may
be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. The
performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon
such criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to
be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following
the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis in a manner that
does not violate the requirements of Section 409A of the Code.


 


(h)           Other
Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to any Eligible Person
such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related
to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards may be granted to Participants
either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form
of payment in the settlement of other Awards granted under the Plan. The Committee shall determine the terms and conditions of such Awards.
Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased
for such consideration (including without limitation loans from the Company or a Related Entity provided that such loans are not in violation
of Section 13(k) of the Exchange Act, or any rule or regulation adopted thereunder or any other applicable law), paid
for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards or other property, as
the Committee shall determine.


 


7.            Certain
Provisions Applicable to Awards.


 


(a)           Stand-Alone,
Additional and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in combination with, or in substitution or exchange for, any other Award or any award granted under another plan of
the Company, any Related Entity, or any business entity to be acquired by the Company or a Related Entity, or any other right of a Participant
to receive payment from the Company or any Related Entity. Such additional and substitute or exchange Awards may be granted at any time,
subject to the terms and conditions of this Plan. If an Award is granted in substitution or exchange for another Award or award, the
Committee shall require the surrender of such other Award or award in consideration for the grant of the new Award. In addition, Awards
may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Related
Entity, in which the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock
or Restricted Stock Units), or in which the exercise price, grant price or purchase price of the Award in the nature of a right that
may be exercised is equal to the Fair Market Value of the underlying Shares minus the value of the cash compensation surrendered (for
example, Options or Stock Appreciation Right granted with an exercise price or grant price “discounted” by the amount of
the cash compensation surrendered), provided that any such determination to grant an Award in lieu of cash compensation must be made
in a manner intended to comply with Section 409A of the Code.


 






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(b)           Term
of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall
the term of any Option or Stock Appreciation Right exceed a period of ten years (or in the case of an Incentive Stock Option such shorter
term as may be required under Section 422 of the Code).


 


(c)           Form and
Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be
made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be made in such forms
as the Committee shall determine, including, without limitation, cash, Shares, other Awards or other property, and may be made in a single
payment or transfer, in installments, or on a deferred basis, provided that any determination to pay in installments or on a deferred
basis shall be made by the Committee at the date of grant. Any installment or deferral provided for in the preceding sentence shall,
however, be subject to the Company’s compliance with applicable law and all applicable rules of the Nasdaq, and in a manner
intended to be exempt from or otherwise satisfy the requirements of Section 409A of the Code. Subject to Section 7(e), the
settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection with such settlement, in the sole discretion
of the Committee or upon the occurrence of one or more specified events (in addition to a Change in Control). Any such settlement shall
be at a value determined by the Committee in its sole discretion, which, without limitation, may in the case of an Option or Stock Appreciation
Right be limited to the amount if any by which the Fair Market Value of a Share on the settlement date exceeds the exercise or grant
price. Installment or deferred payments may be required by the Committee (subject to Section 7(e), including the consent provisions
thereof in the case of any deferral of an outstanding Award not provided for in the original Award Agreement) or permitted at the election
of the Participant on terms and conditions established by the Committee, all in a manner that is intended to be exempt from or otherwise
satisfy the requirements of Section 409A of the Code. The Committee may, without limitation, make provision for the payment or crediting
of a reasonable interest rate on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts
in respect of installment or deferred payments denominated in Shares.


 


(d)           Exemptions
from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction
by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable
exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this
Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable to any such transaction, such provision
shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such
Participant shall avoid liability under Section 16(b).


 


(e)           Code
Section 409A.


 


(i)            The
Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the provisions of the
Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A of the
Code, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions
of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to
comply with the requirements of Section 409A of the Code.


 


(ii)            If
any Award constitutes a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section 409A
Plan”), then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A
of the Code:


 


(A)            Payments
under the Section 409A Plan may be made only upon (u) the Participant’s “separation from service,” (v) the
date the Participant becomes “disabled,” (w) the Participant’s death, (x) a “specified time (or pursuant
to a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change
in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the Company,
or (z) the occurrence of an “unforeseeble emergency”;


 






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(B)            The
time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable U.S.
Treasury regulations or other applicable guidance issued by the U.S. Internal Revenue Service;


 


(C)            Any
elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply
with the requirements of Section 409A(a)(4) of the Code; and


 


(D)            In
the case of any Participant who is “specified employee,” a distribution on account of a “separation from service”
may not be made before the date which is six months after the date of the Participant’s “separation from service” (or,
if earlier, the date of the Participant’s death).


 


For purposes of the foregoing, the terms in quotations
shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall
be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code
that are applicable to the Award.


 


(iii)            Notwithstanding
the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to any Participant or
Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A, and the Company
shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary for any tax, additional tax,
interest or penalties that the Participant or any Beneficiary may incur in the event that any provision of this Plan, or any Award Agreement,
or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements
of Section 409A.


 


8.            [Reserved].


 


9.            Change
in Control.


 


(a)           Effect
of Change in Control. If and only to the extent provided in any employment or other agreement between the Participant
and the Company or any Related Entity, or in any Award Agreement, or to the extent otherwise determined by the Committee in its sole
discretion and without any requirement that each Participant be treated consistently, upon the consummation of a Change in Control:


 


(i)            Any
Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control, shall become
immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a).


 


(ii)            Any
restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Restricted Stock Unit Award or
an Other Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed
fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a).


 


(iii)            With
respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may, in its
discretion, determine that all or a portion of the applicable performance goals have been met based upon actual achievement of such goals
as of the date of the consummation of the Change in Control.


 






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(iv)            Notwithstanding
the foregoing or any provision in any Award Agreement to the contrary, and unless the Committee otherwise determines in a specific instance,
or as is provided in any employment or other agreement between the Participant and the Company or any Related Entity, each outstanding
Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award shall not be accelerated
as described in Sections 9(a)(i), (ii) and (iii), if either (A) the Company is the surviving entity in the Change in Control
and the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award continues to
be outstanding after the Change in Control on the substantially same terms and conditions as were applicable immediately prior to the
Change in Control or (B) the successor company assumes or substitutes for the applicable Award, as determined in accordance with
Section 10(c)(ii). For the purposes of this Agreement, an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit Award or Other Stock-Based Award shall be considered assumed or substituted for if, following the Change in Control, the Award confers
the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit Award or Other Stock-Based Award immediately prior to the Change in Control, on substantially the same vesting and other terms and
conditions as were applicable to the Award immediately prior to the Change in Control, the consideration (whether stock, cash or other
securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective
date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in
Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor
company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation
Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award, for each Share subject thereto, will be solely
common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration
received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value
of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.


 


(b)           Definition
of Change in Control. Unless otherwise specified in any employment agreement between the Participant and the Company or any Related
Entity, or in an Award Agreement, a “Change in Control” shall mean the occurrence of any of the following:


 


(i)            The
acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding Company
Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing Beneficial Ownership hereinafter
being referred to as a “Controlling Interest”); provided, however, that for purposes of this Section 9(b), the following
acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly from the Company; (w) any acquisition
by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest;
(y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Entity;
or (z) any acquisition by any entity pursuant to a transaction which complies with clauses (A) and (B) of subsection (iii) below;
or


 


(ii)            During
any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board
on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 






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(iii)            Consummation
of (A) a reorganization, merger, statutory share exchange or consolidation or similar transaction involving (x) the Company
or (y) any of its Subsidiaries, but in the case of this clause (y) only if equity securities of the Company are issued or issuable
in connection with the transaction (each of the events referred to in this clause (A) being hereinafter referred to as a “Business
Reorganization”), or (B) a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition
of assets or equity of another entity by the Company or any of its Subsidiaries (each an “Asset Sale”), in each case, unless,
following such Business Reorganization or Asset Sale, (1) all or substantially all of the individuals and entities who were the Beneficial
Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such Business Reorganization
or Asset Sale beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then outstanding equity securities
and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board
of directors (or comparable governing body of an entity that does not have such a board), as the case may be, of the entity resulting
from such Business Reorganization or Asset Sale (including, without limitation, an entity which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Continuing
Entity”) in substantially the same proportions as their ownership, immediately prior to such Business Reorganization or Asset Sale,
of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be (excluding any outstanding equity or voting
securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Business Reorganization
or Asset Sale as a result of their ownership, prior to such consummation, of equity or voting securities of any company or other entity
involved in or forming part of such Business Reorganization or Asset Sale other than the Company), (2) no Person (excluding any employee
benefit plan (or related trust) of the Company or any Continuing Entity or any entity controlled by the Continuing Entity or any Person
that as of the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent
(50%) or more of the value of the then outstanding equity securities of the Continuing Entity or the combined voting power of the then
outstanding voting securities of the Continuing Entity except to the extent that such ownership existed prior to the Business Reorganization
or Asset Sale and (3) at least a majority of the members of the Board of Directors or other governing body of the Continuing Entity
were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for
such Business Reorganization or Asset Sale.


 


10.            General
Provisions.


 


(a)           Compliance
With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee, postpone the
issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification of
such Shares or other required action under any federal or state law, rule or regulation, listing or other required action with respect
to the Nasdaq, or compliance with any other obligation of the Company, as the Committee, may consider appropriate, and may require any
Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider
appropriate in connection with the issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules,
and regulations, listing requirements, or other obligations.


 


(b)           Limits
on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged, hypothecated
or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred
by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant,
and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or
his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options) may be transferred
to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in
accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the
express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon). A Beneficiary, transferee,
or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the
Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms
and conditions deemed necessary or appropriate by the Committee.


 


(c)           Adjustments.


 


(i)            Adjustments
to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or
other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares or such other securities of
the Company or any other issuer, then the Committee shall, in such manner as it may deem equitable, substitute, exchange or adjust any
or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter, (B) the number
and kind of Shares by which annual per-person Award limitations are measured under Section 4, (C) the number and kind of Shares
subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price or purchase price relating to any
Award or make-whole provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect
of any Award that the Committee determines to be appropriate.


 






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(ii)            Adjustments
in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization in which the Company
does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance with any of the following
approaches, without the requirement of obtaining any consent or agreement of a Participant as such, as determined by the agreement effectuating
the transaction or, if and to the extent not so determined, as determined by the Committee: (a) the continuation of the outstanding
Awards by the Company, if the Company is a surviving entity, (b) the assumption or substitution for, as those terms are defined below,
the outstanding Awards by the surviving entity or its parent or subsidiary, (c) full exercisability or vesting and accelerated expiration
of the outstanding Awards, or (d) settlement of the value of the outstanding Awards in cash or cash equivalents or other property
followed by cancellation of such Awards (which value, in the case of Options or Stock Appreciation Rights, shall be measured by the amount,
if any, by which the Fair Market Value of a Share exceeds the exercise or grant price of the Option or Stock Appreciation Right as of
the effective date of the transaction). For the purposes of this Agreement, an Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award or Other Stock-Based Award shall be considered assumed or substituted for if, following the Change in Control,
the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award or Other Stock-Based Award immediately prior to the Change in Control, on substantially the same vesting and
other terms and conditions as were applicable to the Award immediately prior to the Change in Control, the consideration (whether stock,
cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share
held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting
a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent
of the successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an
Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award, for each Share subject
thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to
the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such
substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive
and binding. The Committee shall give written notice of any proposed transaction referred to in this Section 10(c)(ii) at a
reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after the approval
of such transaction), in order that Participants may have a reasonable period of time prior to the closing date of such transaction within
which to exercise any Awards that are then exercisable (including any Awards that may become exercisable upon the closing date of such
transaction). A Participant may condition his exercise of any Awards upon the consummation of the transaction.


 


(iii)            Other
Adjustments. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included
in, Awards (including Performance Awards, or performance goals and conditions relating thereto) in recognition of unusual or nonrecurring
events (including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any Related Entity
or any business unit, or the financial statements of the Company or any Related Entity, or in response to changes in applicable laws,
regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of
the business strategy of the Company, any Related Entity or business unit thereof, performance of comparable organizations, economic and
business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment
shall be authorized or made if stockholder approval is required for such adjustment under the terms and conditions of the Plan.


 


(d)           Taxes.
The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due
or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and
to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis
in the discretion of the Committee.


 






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(e)           Changes
to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s authority
to grant Awards under the Plan, without the consent of stockholders or Participants, except that any amendment or alteration to the Plan
shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action
if such stockholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or
the rules of the Nasdaq, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders
for approval provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant,
no such Board action may materially and adversely affect the rights of such Participant under the terms of any previously granted and
outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award
theretofore granted and any Award Agreement relating thereto.


 


(f)            Limitation
on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award shall be construed as (i) giving
any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company
or a Related Entity; (ii) interfering in any way with the right of the Company or a Related Entity to terminate any Eligible Person’s
or Participant’s Continuous Service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any
Award under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on a Participant any of
the rights of a stockholder of the Company or any Related Entity including, without limitation, any right to receive dividends or distributions,
any right to vote or act by written consent, any right to attend meetings of stockholders or any right to receive any information concerning
the Company’s or any Related Entity’s business, financial condition, results of operation or prospects, unless and until such
time as the Participant is duly issued Shares on the stock books of the Company or any Related Entity in accordance with the terms of
an Award. None of the Company, its officers or its directors shall have any fiduciary obligation to the Participant with respect to any
Awards unless and until the Participant is duly issued Shares pursuant to the Award on the stock books of the Company in accordance with
the terms of an Award. Neither the Company, nor any Related Entity, nor any of their respective officers, directors, representatives or
agents is granting any rights under the Plan to the Participant whatsoever, oral or written, express or implied, other than those rights
expressly set forth in this Plan or the Award Agreement.


 


(g)           Unfunded
Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant to an Award, nothing
contained in the Plan or any Award Agreement shall give any such Participant any rights that are greater than those of a general creditor
of the Company or Related Entity that issues the Award; provided that the Committee may authorize the creation of trusts and deposit
therein cash, Shares, other Awards or other property, or make other arrangements to meet the obligations of the Company or Related Entity
under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee
otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust
assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in
accordance with applicable law.


 


(h)           Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements
as it may deem desirable.


 


(i)            Payments
in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture
of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash
or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares
or any rights thereto shall be forfeited or otherwise eliminated.


 






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(j)            Governing
Law. Except as otherwise provided in any Award Agreement, the validity, construction and effect of the Plan, any rules and
regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving
effect to principles of conflict of laws, and applicable federal law.


 


(k)            Non-U.S.
Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary
or desirable to comply with provisions of the laws of foreign countries in which the Company or its Related Entities may operate to assure
the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of
the Plan.


 


(l)            Plan
Effective Date and Stockholder Approval; Termination of Plan. The Plan shall become effective on the Stockholder Approval
Date. Awards may be granted subject to stockholder approval as permitted under applicable rules of the Nasdaq, but may not be exercised
or otherwise settled in the event stockholder approval is not obtained. The Plan shall terminate at the earliest of (i) such time
as no Shares remain available for issuance under the Plan, (ii) termination of this Plan by the Board, or (iii) the tenth anniversary
of the Effective Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated,
or have expired.


 


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