Exhibit 10.1


 





EAGLE BANCORP, INC.


 


2021 EQUITY INCENTIVE PLAN


 


Section 1.
         Purpose; Definitions. The purposes of the Eagle Bancorp, Inc. 2021 Equity
Incentive Plan (as amended from time to time, the “Plan”) are to: (a) enable Eagle Bancorp, Inc. (the
 “Company”) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b)
provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors
and consultants with an opportunity to share in the growth and value of the Company. For purposes of the Plan, the following terms
will have the meanings defined below, unless the context clearly requires a different meaning:


 


(a)       “Affiliate”
means, with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such
Person.


 


(b)       “Applicable
Law” means the legal requirements relating to the administration of and issuance of securities under stock incentive plans,
including, without limitation, the requirements of state corporations law, federal, state and foreign securities law, federal, state and
foreign tax law, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted.


 


(c)       “Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock Based Awards made under
this Plan.


 


(d)       “Award
Agreement” means, with respect to any particular Award, the written document that sets forth the terms of that particular Award.


 


(e)       “Board”
means the Board of Directors of the Company, as constituted from time to time.


 


(f)       “Other
Stock Based Award” means an award that is granted under Section 10.


 


(g)       
“Cause” means (i) Participant’s refusal to comply with any lawful directive or policy of the Company which refusal
is not cured by the Participant within ten (10) days of such written notice from the Company; (ii) the Company’s determination that
Participant has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or other intellectual
property or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate; (iii) a material breach
by the Participant of any written agreement with or any fiduciary duty owed to any Company or any Subsidiary or Affiliate; (iv) Participant’s
conviction (or the entry of a plea of a nolo contendere or equivalent plea) of a felony or any misdemeanor involving material dishonesty
or moral turpitude; or (v) Participant’s habitual or repeated misuse of, or habitual or repeated performance of Participant’s
duties under the influence of, alcohol, illegally obtained prescription controlled substances or non-prescription controlled substances.
Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement,
consulting agreement or other similar agreement that specifically defines “Cause,” then with respect to such Participant,
 “Cause” shall have the meaning defined in such other agreement.


 






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(h)       “Change
in Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote for the election of directors
of the Company;


 


(ii) during any twelve month period,
individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a transaction described in Section 1(h)(i), Section 1(h)(iii), Section 1(h)(iv)
or Section 1(h)(v) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by
a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period of whose
election or nomination for election was previously approved, cease for any reason to constitute a majority thereof; (iii) the merger or
consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to 50% or more of all votes
to which all stockholders of the surviving corporation (or its ultimate parent) would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a separate class vote); (iv) the sale or other disposition of
all or substantially all of the assets of the Company; or (v) a liquidation or dissolution of the Company.


 


Notwithstanding
anything in the Plan or an Award Agreement to the contrary, if an Award is subject to Section 409A of the Code, no event that, but for
the application of this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall be
a Change in Control unless such event is also a “change in control event” as defined in Section 409A of the Code.


 


(i)       “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.


 


(j)       “Committee”
means the committee designated by the Board to administer the Plan under Section 2. To the extent required under Applicable Law, the Committee
shall have at least two members and each member of the Committee shall be a Non-Employee Director.


 


(k)       “Director”
means a member of the Board.


 


(l)       “Disability”
means a condition rendering a Participant Disabled.


 


(m)       “Disabled”
will have the same meaning as set forth in Section 22(e)(3) of the Code.


 


(n)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(o)       “Fair
Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established
stock exchange or a national market system, including, without limitation, the Nasdaq Capital Market, the Fair Market Value of a Share
will be the closing sales price for such stock as quoted on that system or exchange (or the system or exchange with the greatest volume
of trading in Shares) at the close of regular hours trading on the day of determination (or if such day is not a trading day, the immediately
preceding trading day); (ii) if the Shares are regularly quoted by recognized securities dealers but selling prices are not reported,
the Fair Market Value of a Share will be the mean between the high bid and low asked prices for Shares at the close of regular hours trading
on the day of determination; or (iii) if Shares are not traded as set forth above, the Fair Market Value will be determined in good faith
by the Committee taking into consideration such factors as the Committee considers appropriate, such determination by the Committee to
be final, conclusive and binding. Notwithstanding the foregoing, in connection with a Change in Control, Fair Market Value shall be determined
in good faith by the Committee, such determination by the Committee to be final conclusive and binding.


 






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(p)       “Non-Employee
Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission under
the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.


 


(q)       “Non-Qualified
Stock Option” means any Option that is not intended to be an “Incentive Stock Option” as defined in Section 422
of the Code.


 


(r)       “Option”
means any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) granted pursuant
to Section 5 hereof.


 


(s)       “Participant”
means an employee, consultant, Director, or other service provider of or to the Company or any of its respective Affiliates to whom an
Award is granted.


 


(t)       “Person”
means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity
or association.


 


(u)       “Restricted
Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof.


 


(v)       “Restricted
Stock Unit” means a right granted under and subject to restrictions pursuant to Section 9 hereof.


 


(w)       “Shares”
means shares of the Company’s common stock, par value $0.01 subject to substitution or adjustment as provided in Section 3(d) hereof.


 


(x)       “Stock
Appreciation Right” means a right granted under and subject to Section 6 hereof.


 


(y)       “Subsidiary”
means, in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code.


 


Section 2.         Administration.  The Plan
shall be administered by the Committee. Any action of the Committee in administering the Plan shall be final, conclusive and binding on
all persons, including the Company, its Subsidiaries, Affiliates, their respective employees, the Participants, persons claiming rights
from or through Participants and stockholders of the Company.


 


The Committee will have full authority to grant
Awards under this Plan and determine the terms of such Awards. Such authority will include the right to:


 


(a)       select
the individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 4);


 


(b)       determine
the type of Award to be granted;


 


(c)       determine
the number of Shares, if any, to be covered by each Award;


 


(d)       establish
the other terms and conditions of each Award;


 


(e)       approve
forms of agreements (including Award Agreements) for use under the Plan;


 


(f)       accelerate
the vesting or exercisability of an Award; and


 


(g)       modify
or amend each Award, subject to the Participant’s consent if such modification or amendment would adversely change the terms of
such Award.


 






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The Committee will have the
authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time,
deems advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement); and
to otherwise take any action that may be necessary or desirable to facilitate the administration of the Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it
deems necessary to carry out the intent of the Plan.


 


To the extent permitted by
Applicable Law and the Company’s governing documents, the Committee may delegate to one or more officers of the Company the authority
to grant Awards to Participants who are not subject to the requirements of Section 16 of the Exchange Act and the rules and regulations
thereunder. The Committee may revoke any such allocation or delegation at any time for any reason with or without prior notice.


 


Section 3.          Shares Subject to the
Plan.


 


(a)       Shares
Subject to the Plan.  Subject to adjustment as provided in Section 3(b) and Section 3(d) of the Plan, the maximum number of Shares
that may be issued in respect of Awards under the Plan is 1,300,000 Shares (the “Plan Limit”). Any Shares issued hereunder
may consist, in whole or in part, of authorized and unissued Shares or treasury shares. Any Shares issued by the Company through the assumption
or substitution of outstanding grants in connection with the acquisition of another entity shall not reduce the maximum number of Shares
available for delivery under the Plan.


 


(b)       Effect
of the Expiration or Termination of Awards. If and to the extent that an Option or a Stock Appreciation Right expires, terminates
or is canceled or forfeited for any reason without having been exercised in full, the Shares associated with that Award will again become
available for grant under the Plan. Similarly, if and to the extent an Award of Restricted Stock or Restricted Stock Units is canceled
or forfeited for any reason, the Shares subject to that Award will again become available for grant under the Plan. In addition, if any
award granted under the Eagle Bancorp, Inc. 2016 Stock Plan expires, terminates, is canceled or is forfeited for any reason after the
Effective Date, the Shares subject to that award will be added to the Plan Limit and become available for issuance hereunder.


 


(c)       Shares
Withheld in Satisfaction of Taxes or Exercise Price. Shares withheld following the Effective Date in settlement of a tax withholding
obligation associated with an Award or in satisfaction of the exercise price payable upon exercise of an option will not again become
available for grant under the Plan.


 


(d)       Other
Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,
stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or
other like change in capital structure (other than ordinary cash dividends) to stockholders of the Company, or other similar corporate
event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rights under the Plan,
shall, in such manner as it deems equitable, substitute or adjust, in its sole discretion, the number and kind of shares that may be issued
under the Plan or under any outstanding Awards, the number and kind of shares subject to outstanding Awards, the exercise price, grant
price or purchase price applicable to outstanding Awards, and/or any other affected terms and conditions of this Plan or outstanding Awards.


 






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(e)       Change
in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the
Committee may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following
actions contingent upon the occurrence of that Change in Control:


 


(i)       cause
any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;


 


(ii)       cause
any outstanding Option or Stock Appreciation Right to become fully vested and immediately exercisable for a reasonable period in advance
of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option or Stock Appreciation Right
upon closing of the Change in Control;


 


(iii)       cancel
any Award in exchange for a substitute award;


 


(iv)       redeem
any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to the Fair Market Value
of an unrestricted Share on the date of the Change in Control; and/or


 


(v)       cancel
any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) the number
of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between the Fair Market Value
per Share on the date of the Change in Control and the exercise price of that Option or the base price of the Stock Appreciation Right;
provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise price of any such
Option or the base price of any such Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without
any payment of consideration therefor.


 


In the discretion of the Committee,
any cash or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical
to those that applied to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback or similar
arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection with the Change in
Control.


 


Section 4.         Eligibility. Employees,
Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to be granted
Awards under the Plan.


 


Section 5.          Options.  Options granted
under the Plan are Non-Qualified Stock Options.


 


The Award Agreement evidencing any Option will
incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms
of the Plan, as the Committee deems appropriate in its sole and absolute discretion:


 


(a)       Option
Price. The exercise price per Share under an Option will be determined by the Committee and will not be less than 100% of the Fair
Market Value of a Share on the date of the grant.


 


(b)       Option
Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after the date
the Option is granted. No Option may be exercised by any Person after expiration of the term of the Option.


 






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(c)       Exercisability.
Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee. Such
terms and conditions may include the continued employment or service of the Participant, the attainment of specified individual or corporate
performance goals, or such other factors as the Committee may determine in its sole discretion (the “Vesting Conditions”).


 


(d)       Method
of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section 5(c) and the termination
provisions of Section 7, Options may be exercised in whole or in part from time to time during their term by the delivery of written notice
to the Company specifying the number of Shares to be purchased. Such notice will be accompanied by payment in full of the purchase price,
either by certified or bank check, or such other means as the Committee may accept. The Committee may, in its sole discretion, permit
payment of the exercise price of an Option in the form of previously acquired Shares based on the Fair Market Value of the Shares on the
date the Option is exercised or by means of a “net settlement,” whereby the Option exercise price will not be due in cash
and where the number of Shares issued upon such exercise will be equal to: (A) the product of (i) the number of Shares as to which the
Option is then being exercised, and (ii) the excess, if any, of (a) the then current Fair Market Value per Share over (b) the Option exercise
price, divided by (B) the then current Fair Market Value per Share.


 


An Option will not
confer upon the Participant any of the rights or privileges of a stockholder in the Company unless and until the Participant is issued
Shares following Participant’s exercise of the Option.


 


(e)       Termination
of Service. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee at or after the
time of grant, Options will be subject to the terms of Section 7 with respect to exercise upon or following termination of employment
or other service.


 


Section 6.         Stock Appreciation Right. 
Subject to the other terms of the Plan, the Committee may grant Stock Appreciation Rights to eligible individuals. Each Stock
Appreciation Right shall represent the right to receive, upon exercise, an amount equal to the number of Shares subject to the Award
that is being exercised multiplied by the excess of (i) the Fair Market Value of a Share on the date the Award is exercised, over
(ii) the base price specified in the applicable Award Agreement. Unless otherwise provided in an Award Agreement, distributions may
be made in cash, Shares, or a combination of both, at the discretion of the Committee. The Award Agreement evidencing each Stock
Appreciation Right shall indicate the base price, the term and the Vesting Conditions for such Award. A Stock Appreciation Right
base price may never be less than the Fair Market Value of the underlying common stock of the Company on the date of grant of such
Stock Appreciation Right. The term of each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation Right
will be exercisable more than 10 years after the date the Stock Appreciation Right is granted. Subject to the terms and conditions
of the applicable Award Agreement, Stock Appreciation Rights may be exercised in whole or in part from time to time during their
term by the delivery of written notice to the Company specifying the portion of the Award to be exercised. Unless otherwise
specified in the applicable Award Agreement or as otherwise provided by the Committee at or after the time of grant, Stock
Appreciation Rights will be subject to the terms of Section 7 with respect to exercise upon or following termination of employment
or other service.


 






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Section 7.         Termination of Service. 
Unless otherwise specified with respect to a particular Option or Stock Appreciation Right in the applicable Award Agreement or otherwise
determined by the Committee, any portion of an Option or Stock Appreciation Right that is not exercisable upon termination of service
will expire immediately and automatically upon such termination and any portion of an Option or Stock Appreciation Right that is exercisable
upon termination of service will expire on the date it ceases to be exercisable in accordance with this Section 7.


 


(a)       Termination
by Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by reason of death, any Option or
Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it was exercisable at the time of his or
her death or on such accelerated basis as the Committee may determine at or after grant, by the legal representative of the estate or
by the legatee of the Participant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii)
if not specified by the Committee, then 12 months from the date of death, or (iii) if sooner than the applicable period specified under
(i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.


 


(b)       Termination
by Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates by reason of Disability, any
Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant or his or her personal representative,
to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine at or after grant,
for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified by the Committee,
then 12 months from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above,
upon the expiration of the stated term of such Option or Stock Appreciation Right.


 


(c)       Cause.
If a Participant’s service with the Company or any Affiliate is terminated for Cause: (i) any Option or Stock Appreciation Right,
or portion thereof, not already exercised will be immediately and automatically forfeited as of the date of such termination, and (ii)
any Shares for which the Company has not yet delivered share certificates will be immediately and automatically forfeited and the Company
will refund to the Participant the Option exercise price paid for such Shares, if any.


 


(d)       Other
Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason other than death, Disability
or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant, to the extent
it was exercisable at the time of such termination, or on such accelerated basis as the Committee may determine at or after grant, for
a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified by the Committee,
then 90 days from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above,
upon the expiration of the stated term of such Option or Stock Appreciation Right.


 


Section 8.          Restricted Stock.


 


(a)       Issuance.
Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine the time or times within
which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase price for Restricted Stock
may, but need not, be zero.


 






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(b)       Certificates.
Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing the number of Shares subject
to such Award be issued to the Participant or placed in a restricted stock account (including an electronic account) with the transfer
agent and in either case designating the Participant as the registered owner. The certificate(s), if any, representing such shares shall
be physically or electronically legended, as applicable, as to sale, transfer, assignment, pledge or other encumbrances during the Restriction
Period. If physical certificates are issued, they will be held in escrow by the Company or its designee during the Restriction Period.
As a condition to any Award of Restricted Stock, the Participant may be required to deliver to the Company a share power, endorsed in
blank, relating to the Shares covered by such Award.


 


(c)       Restrictions
and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its sole
and absolute discretion:


 


(i)       During
a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee (the
 “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber Restricted
Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock upon one or more Vesting Conditions.


 


(ii)       While
any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock, the right
to vote the Shares. If any cash distributions or dividends are payable with respect to the Restricted Stock, the Committee, in its sole
discretion, may require the cash distributions or dividends to be subjected to the same Restriction Period as is applicable to the Restricted
Stock with respect to which such amounts are paid, or, if the Committee so determines, reinvested in additional Restricted Stock to the
extent Shares are available under Section 3(a) of the Plan. A Participant shall not be entitled to interest with respect to any dividends
or distributions subjected to the Restriction Period. Any distributions or dividends paid in the form of securities with respect to Restricted
Stock will be subject to the same terms and conditions as the Restricted Stock with respect to which they were paid, including, without
limitation, the same Restriction Period.


 






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(iii)       Subject
to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service with
the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s Restricted
Stock that then remains subject to forfeiture will then be forfeited automatically.


 


Section 9.         Restricted Stock Units. 
Subject to the other terms of the Plan, the Committee may grant Restricted Stock Units to eligible individuals and may impose one or more
Vesting Conditions on such units. Each Restricted Stock Unit will represent a right to receive from the Company, upon fulfillment of any
applicable conditions, an amount equal to the Fair Market Value (at the time of the distribution) of one Share. Distributions may be made
in Shares. All other terms governing Restricted Stock Units, such as Vesting Conditions, time and form of payment and termination of units
shall be set forth in the applicable Award Agreement. The Participant shall not have any stockholder rights with respect to the Shares
subject to a Restricted Stock Unit Award until that Award vests and the Shares are actually issued thereunder. Subject to the provisions
of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service with the Company terminates
prior to the Restricted Stock Unit Award vesting in full, any portion of the Participant’s Restricted Stock Units that then remain
subject to forfeiture will then be forfeited automatically.


 


Section 10.       Other
Stock Based Awards. Subject to the other terms of the Plan, the Committee may grant Other Stock Based Awards (including Awards to
receive unrestricted Shares or immediate cash payments) to eligible individuals. The Award Agreement evidencing an Other Stock Based
Award shall set forth the terms and conditions of such Other Stock Based Award, including, as applicable, the term, any exercise or purchase
price, performance goals, Vesting Conditions and other terms and conditions. Payment in respect of an Other Stock Based Award may be
made in cash, Shares, or a combination of cash and Shares, as determined by the Committee.


 


Section 11.       Amendments and Termination.
Subject to any stockholder approval that may be required under Applicable Law, the Plan may be amended or terminated at any time
or from time to time by the Board. Notwithstanding the foregoing, no amendment may be made which would adversely change the terms of
an outstanding Award, without that Participant’s consent.


 


Section 12.       Prohibition on Repricing
Programs.  Neither the Committee nor the Board shall (i) implement any cancellation/re-grant program pursuant to which
outstanding Options or Stock Appreciation Rights under the Plan are cancelled and new Options or Stock Appreciation Rights are
granted in replacement with a lower exercise or base price per share, (ii) cancel outstanding Options or Stock Appreciation Rights
under the Plan with exercise prices or base prices per share in excess of the then current Fair Market Value per Share for
consideration payable in equity securities of the Company or (iii) otherwise directly reduce the exercise price or base price in
effect for outstanding Options or Stock Appreciation Rights under the Plan, without in each such instance obtaining stockholder
approval.


 






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Section 13.        Conditions Upon Grant of
Awards and Issuance of Shares.


 


(a)       The
implementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise or vesting of
any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to those Awards.


 


(b)       No
Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable
requirements of Applicable Law.


 


Section 14.       Limits
on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, encumbered,
or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to, any party, other than the
Company, any Subsidiary or Affiliate, or assigned or transferred by such Participant other than by will or the laws of descent and distribution,
and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant or his or her guardian
or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide that Awards or other rights or
interests of a Participant granted pursuant to the Plan be transferable, without consideration, to immediate family members (i.e., children,
grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members
are the only partners. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition,
a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercise
the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary,
guardian, legal representative 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 restrictions deemed necessary or appropriate by the Committee.


 


Section 15.       Withholding
of Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal
income tax purposes with respect to any Award under the Plan, the Participant will pay to the Company, or make arrangements satisfactory
to the Company regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to
such amount. To the extent authorized by the Committee, the required tax withholding may be satisfied by the withholding of Shares subject
to the Award based on the Fair Market Value of such Shares on the date of withholding, but in any case not in excess of the amount determined
based on the maximum statutory tax rate in the applicable jurisdiction. The obligations of the Company under the Plan will be conditioned
on such payment or arrangements and the Company will have the right to deduct any such taxes from any payment of any kind otherwise due
to the Participant.


 


Section 16.        General Provisions.


 


(a)       The
Committee may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring securities
of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the Committee believes
are appropriate.


 






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(b)       The
Awards shall be subject to the Company’s stock ownership policies, as in effect from time to time.


 


(c)       All
certificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and other restrictions
as the Board or the Committee may deem advisable under the rules, regulations and other requirements of the Securities Act of 1933, as
amended, the Exchange Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law, and the Board or the
Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


(d)       Nothing
contained in the Plan will prevent the Board or the Committee from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required.


 


(e)       Neither
the adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon any employee or other service
provider of the Company or an Affiliate any right to continued employment or engagement with the Company or such Affiliate, or (ii) interfere
in any way with the right of the Company or such Affiliate to terminate the employment or engagement of any of its employees or other
service providers at any time.


 


(f)       The
Awards (whether vested or unvested) shall be subject to rescission, cancellation or recoupment, in whole or in part, under any current
or future “clawback” or similar policy of the Company that is applicable to the Participant. Notwithstanding any other provisions
in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be
subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing
requirement.


 


Section 17.        Effective Date of Plan. 
The Plan will become effective upon its approval by the stockholders of the Company (the “Effective Date”).


 


Section 18.       Term of Plan.  Unless the
Plan shall have been previously terminated in accordance with Section 11, the Plan shall terminate on the 10-year anniversary of the
Effective Date, and no Awards under the Plan shall be granted after such termination.


 


Section 19.       Invalid Provisions. In
the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any Applicable Law, such
invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable,
and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable
provision was not contained herein.


 


Section 20.      Governing Law.  The Plan
and all Awards granted hereunder will be governed by and construed in accordance with the laws and judicial decisions of the State of
Maryland, without regard to the application of the principles of conflicts of laws.


 






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Section 21.       Notices.  Any notice to
be given to the Company pursuant to the provisions of this Plan must be given in writing and addressed, if to the Company, to its principal
executive office to the attention of its Chief Financial Officer (or such other Person as the Company may designate in writing from time
to time), with a copy to the Company’s Chief Legal Officer, and, if to a Participant, to the address contained in the Company’s
personnel files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice will
be deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered;
if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five
(5) days after the date of mailing by registered or certified mail.


 






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