Exhibit
10.1


 


OCWEN
FINANCIAL CORPORATION


2021
EQUITY INCENTIVE PLAN


 


	1.	PURPOSE
                                            OF PLAN



 


The
purpose of this Ocwen Financial Corporation 2021 Equity Incentive Plan (this “Plan”) of Ocwen Financial Corporation,
a Florida corporation (the “Corporation”), is to promote the success of the Corporation by providing an additional
means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons and to enhance
the alignment of the interests of the selected participants with the interests of the Corporation’s stockholders.


 


	2.	ELIGIBILITY




 


The
Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator
determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not
a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries;
or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the
offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or
promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected
to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c)
above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility to
use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale
of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable laws. An Eligible
Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator
shall so determine. As used herein, “Subsidiary” means any corporation or other entity a majority of whose outstanding
voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and “Board” means the
Board of Directors of the Corporation.


 


	3.	PLAN
  ADMINISTRATION




 


		3.1	The
                                            Administrator. This Plan shall be administered by and all awards under this Plan
                                            shall be authorized by the Administrator. The “Administrator” means the
                                            Board or one or more committees (or subcommittees, as the case may be) appointed by the Board
                                            or another committee (within its delegated authority) to administer all or certain aspects
                                            of this Plan. Any such committee shall be comprised solely of one or more directors or such
                                            number of directors as may be required under applicable law. A committee may delegate some
                                            or all of its authority to another committee so constituted. The Board or a committee comprised
                                            solely of directors may also delegate, to the extent permitted by applicable law, to one
                                            or more officers of the Corporation, its authority under this Plan. The Board or another
                                            committee (within its delegated authority) may delegate different levels of authority to
                                            different committees or persons with administrative and grant authority under this Plan.
                                            Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any
                                            Administrator: (a) a majority of the members of the acting Administrator shall constitute
                                            a quorum, and (b) the vote of a majority of the members present assuming the presence of
                                            a quorum or the unanimous written consent of the members of the Administrator shall constitute
                                            action by the acting Administrator.



 




    	 



     


    

 


		3.2	Powers
                                            of the Administrator. Subject to the express provisions of this Plan, the Administrator
                                            is authorized and empowered to do all things necessary or desirable in connection with the
                                            authorization of awards and the administration of this Plan (in the case of a committee or
                                            delegation to one or more officers, within any express limits on the authority delegated
                                            to that committee or person(s)), including, without limitation, the authority to:



 


		(a)	determine
                                            eligibility and, from among those persons determined to be eligible, determine the particular
                                            Eligible Persons who will receive an award under this Plan;



 


		(b)	grant
                                            awards to Eligible Persons, determine the price (if any) at which securities will be offered
                                            or awarded and the number of securities to be offered or awarded to any of such persons (in
                                            the case of securities-based awards), determine the other specific terms and conditions of
                                            awards consistent with the express limits of this Plan, establish the installments (if any)
                                            in which such awards shall become exercisable or shall vest (which may include, without limitation,
                                            performance and/or time-based schedules), or determine that no delayed exercisability or
                                            vesting is required (subject to the minimum vesting rules of Section 5.2), establish any
                                            applicable performance-based exercisability or vesting requirements, determine the circumstances
                                            in which any performance-based goals (or the applicable measure of performance) will be adjusted
                                            and the nature and impact of any such adjustment, determine the extent (if any) to which
                                            any applicable exercise and vesting requirements have been satisfied, establish the events
                                            (if any) on which exercisability or vesting may accelerate (which may include, without limitation,
                                            retirement and other specified terminations of employment or services, or other circumstances),
                                            and establish the events (if any) of termination, expiration or reversion of such awards;



 


		(c)	approve
                                            the forms of any award agreements (which need not be identical either as to type of award
                                            or among participants);



 


		(d)	construe
                                            and interpret this Plan and any agreements defining the rights and obligations of the Corporation,
                                            its Subsidiaries, and participants under this Plan, make any and all determinations necessary
                                            under this Plan and any such agreements, further define the terms used in this Plan, and
                                            prescribe, amend and rescind rules and regulations relating to the administration of this
                                            Plan or the awards granted under this Plan;



 


		(e)	cancel,
                                            modify, or waive the Corporation’s rights with respect to, or modify, discontinue,
                                            suspend, or terminate any or all outstanding awards, subject to any required consent under
                                            Section 8.6.5;



 


		(f)	accelerate,
                                            waive or extend the vesting or exercisability, or modify or extend the term of, any or all
                                            such outstanding awards (in the case of options or stock appreciation rights, within the
                                            maximum ten-year term of such awards) in such circumstances as the Administrator may deem
                                            appropriate (including, without limitation, in connection with a termination of employment
                                            or services or other events of a personal nature) subject to any required consent under Section
                                            8.6.5;



 


		(g)	adjust
                                            the number of shares of Common Stock subject to any award, adjust the price of any or all
                                            outstanding awards or otherwise waive or change previously imposed terms and conditions,
                                            in such circumstances as the Administrator may deem appropriate, in each case subject to
                                            Sections 4 and 8.6 (and subject to the no repricing provision below);



 




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		(h)	determine
                                            the date of grant of an award, which may be a designated date after but not before the date
                                            of the Administrator’s action to approve the award (unless otherwise designated by
                                            the Administrator, the date of grant of an award shall be the date upon which the Administrator
                                            took the action approving the award); provided, that the grant date of any award may not
                                            be modified once such grant date has occurred;



 


		(i)	determine
                                            whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof
                                            and take any other actions contemplated by Section 7 in connection with the occurrence of
                                            an event of the type described in Section 7;



 


		(j)	acquire
                                            or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent
                                            value, or other consideration (subject to the no repricing provision below); and



 


		(k)	determine
                                            the fair market value of the Common Stock or awards under this Plan from time to time and/or
                                            the manner in which such value will be determined.



 


		3.3	Prohibition
                                            on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except
                                            for an adjustment pursuant to Section 7.1 or a repricing approved by stockholders, in no
                                            case may the Administrator (1) amend an outstanding stock option or stock appreciation right
                                            (“SAR”) to reduce the exercise price or base price of the award, (2) cancel,
                                            exchange, or surrender an outstanding stock option or SAR in exchange for cash or other awards
                                            at any time that the exercise price or base price of the award is greater than fair market
                                            value or under any other circumstances that would constitute repricing the award, or (3)
                                            cancel, exchange, or surrender an outstanding stock option or SAR in exchange for an option
                                            or SAR with an exercise or base price that is less than the exercise or base price of the
                                            original award.



 


		3.4	Binding
                                            Determinations. Any determination or other action taken by, or inaction of, the Corporation,
                                            any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made
                                            under this Plan) and within its authority hereunder or under applicable law shall be within
                                            the absolute discretion of that entity or body and shall be conclusive and binding upon all
                                            persons. Neither the Board nor any Board committee, nor any member thereof or person acting
                                            at the direction thereof, shall be liable for any act, omission, interpretation, construction
                                            or determination made in good faith in connection with this Plan (or any award made under
                                            this Plan), and all such persons shall be entitled to indemnification and reimbursement by
                                            the Corporation in respect of any claim, loss, damage or expense (including, without limitation,
                                            attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by
                                            law and/or under any directors and officers liability insurance coverage that may be in effect
                                            from time to time. Neither the Board nor any other Administrator, nor any member thereof
                                            or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries,
                                            shall be liable for any damages of a participant should an option intended as an ISO (as
                                            defined below) fail to meet the requirements of the Internal Revenue Code of 1986, as amended
                                            (the “Code”), applicable to ISOs, should any other award(s) fail to qualify
                                            for any intended tax treatment or be subject to tax, penalty, or interest under Section 409A
                                            of the Code or other tax penalties, should any award grant or other action with respect thereto
                                            not satisfy Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended,
                                            or otherwise for any tax or other liability imposed on a participant with respect to an award.



 




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		3.5	Reliance
                                            on Experts. In making any determination or in taking or not taking any action under
                                            this Plan, the Administrator may obtain and may rely upon the advice of experts, including
                                            employees and professional advisors to the Corporation. No director, officer or agent of
                                            the Corporation or any of its Subsidiaries shall be liable for any such action or determination
                                            taken or made or omitted in good faith.



 


		3.6	Delegation.
                                            The Administrator may delegate ministerial, non-discretionary functions to individuals who
                                            are officers or employees of the Corporation or any of its Subsidiaries or to third parties.



 


	4.	SHARES
  OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS




 


		4.1	Shares
                                            Available. Subject to the provisions of Section 7.1, the capital stock that may be
                                            delivered under this Plan shall be shares of the Corporation’s authorized but unissued
                                            Common Stock and any shares of its Common Stock held as treasury shares. For purposes of
                                            this Plan, “Common Stock” shall mean the common stock of the Corporation
                                            and such other securities or property as may become the subject of awards under this Plan,
                                            or may become subject to such awards, pursuant to an adjustment made under Section 7.1.



 


		4.2	Aggregate
                                            Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant
                                            to awards granted to Eligible Persons under this Plan (the “Share Limit”)
                                            is equal to the sum of the following:



 


		(1)	490,000
                                            shares of Common Stock, plus



 


		(2)	the
                                            number of shares of Common Stock available for additional award grant purposes under the
                                            Corporation’s 2017 Performance Incentive Plan (the “2017 Plan”)
                                            as of the date of stockholder approval of this Plan (the “Stockholder Approval Date”)
                                            and determined immediately prior to the termination of the authority to grant new awards
                                            under the 2017 Plan as of the Stockholder Approval Date, plus



 


		(3)	the
                                            number of any shares subject to restricted stock and restricted stock unit awards granted
                                            under the 2017 Plan and the Corporation’s 2007 Equity Incentive Plan (the “2007
                                            Plan”, and together with the 2017 Plan, the “Legacy Plans”)
                                            that are outstanding and unvested on the Stockholder Approval Date that are forfeited, terminated,
                                            cancelled or otherwise reacquired by the Corporation without having become vested, provided
                                            that in order to take the Full-Value Award ratio below into account, each share subject to
                                            any such award shall be credited as 1.2 shares when determining the number of shares that
                                            shall become available for new awards under this Plan.



 


provided
that in no event shall the Share Limit exceed 1,089,443 shares (which is the sum of (i) the 490,000 shares set forth above, plus (ii)
zero shares available under the 2017 Plan for additional award grant purposes as of the Effective Date (as such term is defined in Section
8.6.1), plus (iii) 599,443 shares, which is a maximum of 499,536 shares subject to restricted stock and restricted stock unit awards
previously granted and outstanding and unvested under the Legacy Plans as of the Effective Date that could become available under the
Legacy Plans as a result of the forfeiture, termination or cancellation of such awards multiplied by a factor of 1.2 (the share-counting
ratio for such awards under clause (3) above).


 




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Shares
issued in respect of any “Full-Value Award” granted under this Plan shall be counted against the foregoing Share Limit as
1.2 shares for every one share issued in connection with such award. (For example, if a stock bonus of 100 shares of Common Stock is
granted under this Plan, 120 shares shall be counted against the Share Limit in connection with that award.) For this purpose, a “Full-Value
Award” means any award that is not a stock option grant or a SAR grant.


 


		4.3	Additional
                                            Share Limits. The following limits also apply with respect to awards granted under
                                            this Plan. These limits are in addition to, not in lieu of, the aggregate Share Limit in
                                            Section 4.2.



 


		(a)	The
                                            maximum number of shares of Common Stock that may be delivered pursuant to options qualified
                                            as incentive stock options granted under this Plan is 333,333 shares.



 


		(b)	Awards
                                            that are granted under this Plan during any one calendar year to any person who, on the grant
                                            date of the award, is a non-employee director are subject to the limits of this Section 4.3(b).
                                            The maximum number of shares of Common Stock subject to those awards that are granted under
                                            this Plan during any one calendar year to an individual who, on the grant date of the award,
                                            is a non-employee director is the number of shares that produce a grant date fair value for
                                            the award that, when combined with the grant date fair value of any other awards granted
                                            under this Plan during that same calendar year to that individual in his or her capacity
                                            as a non-employee director, is $300,000; provided that this limit is $400,000 as to (1) a
                                            non-employee director who is serving as the independent Chair of the Board or as a lead independent
                                            director at the time the applicable grant is made or (2) any new non-employee director for
                                            the calendar year in which the non-employee director is first elected or appointed to the
                                            Board. For purposes of this Section 4.3(b), a “non-employee director” is an individual
                                            who, on the grant date of the award, is a member of the Board who is not then an officer
                                            or employee of the Corporation or one of its Subsidiaries. For purposes of this Section 4.3(b),
                                            “grant date fair value” means the value of the award as of the date of grant
                                            of the award and as determined using the equity award valuation principles applied in the
                                            Corporation’s financial reporting. The limits of this Section 4.3(b) do not apply to,
                                            and shall be determined without taking into account, any award granted to an individual who,
                                            on the grant date of the award, is an officer or employee of the Corporation or one of its
                                            Subsidiaries. The limits of this Section 4.3(b) apply on an individual basis and not on an
                                            aggregate basis to all non-employee directors as a group.



 


		(c)	The
                                            Corporation may not increase the Share Limit by repurchasing shares of Common Stock on the
                                            market (by using cash received through the exercise of stock options or otherwise).



 


		4.4	Share-Limit
                                            Counting Rules. The Share Limit shall be subject to the following provisions of this
                                            Section 4.4:



 


		(a)	Shares
                                            that are subject to or underlie Full Value Awards granted under this Plan, which expire or
                                            for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other
                                            reason are not paid or delivered under this Plan shall not be counted against the Share Limit
                                            and shall be available for subsequent awards under this Plan. Shares that underlie SARS and
                                            stock options which expire or for any reason are cancelled or terminated, are forfeited,
                                            fail to vest, or for any other reason are not paid or delivered under this Plan shall be
                                            counted against the Share Limit and shall not be available for subsequent awards under this
                                            Plan.



 




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		(b)	To
                                            the extent that shares of Common Stock are delivered pursuant to the exercise of a stock
                                            option or SAR granted under this Plan, the number of shares as to which the portion of the
                                            stock option or SAR so exercised relates shall be counted against the Share Limit as opposed
                                            to only counting the net number of shares actually issued in connection with such exercise.
                                            (For purposes of clarity, if a stock option or SAR right relates to 100,000 shares and is
                                            exercised as to all 100,000 shares at a time when the net number of shares due to the participant
                                            in connection with such exercise is 15,000 shares (taking into account any shares withheld
                                            to satisfy any applicable exercise or base price of the award and any shares withheld to
                                            satisfy any tax withholding obligations in connection with such exercise), 100,000 shares
                                            shall be counted against the Share Limit with respect to such award.)



 


		(c)	Shares
                                            that are exchanged by a participant or withheld by the Corporation as full or partial payment
                                            in connection with any stock option or SAR granted under this Plan, as well as any shares
                                            exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy
                                            the tax withholding obligations related to any stock option or SAR granted under this Plan,
                                            shall not be available for subsequent awards under this Plan.



 


		(d)	Shares
                                            that are exchanged by a participant or withheld by the Corporation as full or partial payment
                                            in connection with any Full-Value Award granted under this Plan or the Legacy Plans, as well
                                            as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries
                                            to satisfy the tax withholding obligations related to any Full-Value Award granted under
                                            this Plan or the Legacy Plans, shall not be counted against the Share Limit and shall be
                                            available for subsequent awards under this Plan, provided that any one (1) share so exchanged
                                            or withheld in connection with any Full-Value Award shall be credited as 1.2 shares when
                                            determining the number of shares that shall again become available for subsequent awards
                                            under this Plan.



 


		(e)	To
                                            the extent that an award granted under this Plan is settled in cash or a form other than
                                            shares of Common Stock, the shares that would have been delivered had there been no such
                                            cash or other settlement shall not be counted against the Share Limit and shall be available
                                            for subsequent awards under this Plan.



 


		(f)	In
                                            the event that shares of Common Stock are delivered in respect of a dividend equivalent right
                                            granted under this Plan, the number of shares delivered with respect to the award shall be
                                            counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights
                                            are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered
                                            in payment of those rights with respect to that dividend, 60 shares (after giving effect
                                            to the Full-Value Award premium counting rules) shall be counted against the Share Limit).
                                            Except as otherwise provided by the Administrator, shares delivered in respect of dividend
                                            equivalent rights shall not count against any individual award limit under this Plan other
                                            than the aggregate Share Limit.



 




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Refer
to Section 8.10 for application of the share limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed
awards. Each of the numerical limits and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated
by Section 4.3, Section 7 and Section 8.10. The share limits of Section 4.3 shall be applied on a one-for-one basis without applying
the Full-Value Award premium counting rule taken into account in determining the Share Limit.


 


		4.5	No
                                            Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the Administrator,
                                            no fractional shares shall be delivered under this Plan. The Administrator may pay cash in
                                            lieu of any fractional shares in settlements of awards under this Plan. The Administrator
                                            may from time to time impose a limit (of not greater than 100 shares) on the minimum number
                                            of shares that may be purchased or exercised as to awards (or any particular award) granted
                                            under this Plan unless (as to any particular award) the total number purchased or exercised
                                            is the total number at the time available for purchase or exercise under the award.



 


	5.	AWARDS




 


		5.1	Type
                                            and Form of Awards. The Administrator shall determine the type or types of award(s)
                                            to be made to each selected Eligible Person. Awards may be granted singly, in combination
                                            or in tandem. Awards also may be made in combination or in tandem with, in replacement of,
                                            as alternatives to, or as the payment form for grants or rights under any other employee
                                            or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that
                                            may be granted under this Plan are:



 


5.1.1
Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified
period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of
the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The agreement evidencing
the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option.
The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be
not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is exercised,
the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent
with Section 5.5.


 


5.1.2
Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of
the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000,
taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation
or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422
of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the
number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent
a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the
extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO.
ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary”
is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total
combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary
in question). No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d)
of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of
the Corporation, unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option
and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise-intended
ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.


 




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5.1.3
Stock Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash
and/or Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR
is exercised over the “base price” of the award, which base price shall be set forth in the applicable award agreement
and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The maximum term
of a SAR shall be ten (10) years.


 


5.1.4
Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock
bonuses, restricted stock, performance stock, stock units, phantom stock or similar rights to purchase or acquire shares, whether at
a fixed or variable price (or no price) or fixed or variable ratio related to the Common Stock, and any of which may (but need not) be
fully vested at grant (except as provided below with respect to dividend equivalent rights) or vest upon the passage of time, the occurrence
of one or more events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards.
Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided, however,
that dividend equivalent rights may not be granted as to a stock option or SAR granted under this Plan. The payment of dividends on any
unvested award or portion thereof is expressly prohibited, except with respect to restricted stock, regarding which the applicable award
agreement shall provide that in the event a dividend is paid on unvested shares which fail to vest, the dividend shall be repaid by the
award holder. With respect to all other awards, dividend equivalents may accrue during the vesting period and payment may be made upon
vesting. Dividend equivalents as to the portion of an award that is subject to unsatisfied vesting requirements will be subject to termination
and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable vesting
requirements are not satisfied.


 


		5.2	Minimum
                                            Vesting Requirement. Except for any accelerated vesting required pursuant to Section
                                            7 or as provided in the next sentence, each award granted under this Plan shall be subject
                                            to a minimum vesting requirement of one year and no portion of any such award may provide
                                            that it will vest earlier than the first anniversary of the date of grant of the award other
                                            than due to the death, disability, or involuntary termination of the employment or services
                                            of the award holder, or in connection with a Change in Control (as such term is defined in
                                            Section 7.3) (the “Minimum Vesting Requirement”). Awards may be granted
                                            under this Plan with minimum vesting requirements of less than one year, or no vesting requirements,
                                            provided that the total number of shares of Common Stock subject to such awards shall not
                                            exceed 5% of the Share Limit.



 




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		5.3	Award
                                            Agreements. Each award shall be evidenced by a written or electronic award agreement
                                            or notice in a form approved by the Administrator (an “award agreement”), and,
                                            in each case and if required by the Administrator, executed or otherwise electronically accepted
                                            (including deemed acceptance) by the recipient of the award in such form and manner as the
                                            Administrator may require. The Administrator may authorize any officer of the Corporation
                                            (other than the particular award recipient) to execute any or all award agreements on behalf
                                            of the Corporation. The award agreement shall set forth the material terms and conditions
                                            of the award as established by the Administrator consistent with the express limitations
                                            of this Plan.



 


		5.4	Deferrals
                                            and Settlements. Payment of awards may be in the form of cash, Common Stock, other
                                            awards or combinations thereof as the Administrator shall determine, and with such restrictions
                                            (if any) as it may impose, as set forth in the applicable award agreement. The Administrator
                                            may also require or permit participants to elect to defer the issuance of shares or the settlement
                                            of awards in cash under such rules and procedures as it may establish under this Plan and
                                            in accordance with the applicable award agreement. The Administrator may also provide that
                                            deferred settlements include the payment or crediting of interest or other earnings on the
                                            deferral amounts, or the payment or crediting of dividend equivalents where the deferred
                                            amounts are denominated in shares.



 


		5.5	Consideration
                                            for Common Stock or Awards. The purchase price (if any) for any award granted under
                                            this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be
                                            paid by means of any lawful consideration as determined by the Administrator, including,
                                            without limitation, one or a combination of the following methods:



 


		(a)	a
                                            reduction in compensation otherwise payable to the recipient of such award or for services
                                            rendered by the recipient of such award;



 


		(b)	cash,
                                            check payable to the order of the Corporation, or electronic funds transfer;



 


		(c)	notice
                                            and third-party payment in such manner as may be authorized by the Administrator;



 


		(d)	the
                                            delivery of previously owned shares of Common Stock;



 


		(e)	by
                                            a reduction in the number of shares otherwise deliverable pursuant to the award; or



 


		(f)	subject
                                            to such procedures as the Administrator may adopt, pursuant to a “cashless exercise”
                                            with a third party who provides financing for the purposes of (or who otherwise facilitates)
                                            the purchase or exercise of awards.



 


In
no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or
for consideration other than consideration permitted by applicable state law. Shares of Common Stock used to satisfy the exercise price
of an option shall be valued at their fair market value. The Corporation will not be obligated to deliver any shares unless and until
it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any
other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement,
the Administrator may at any time eliminate or limit a participant’s ability to pay any purchase or exercise price of any award
or shares by any method other than cash payment to the Corporation.


 




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		5.6	Definition
                                            of Fair Market Value. For purposes of this Plan, “fair market value”
                                            shall mean, unless otherwise determined or provided by the Administrator in the circumstances,
                                            the closing price (in regular trading) for a share of Common Stock on the New York Stock
                                            Exchange (the “Exchange”) for the date in question or, if no sales of
                                            Common Stock were reported on the Exchange on that date, the closing price (in regular trading)
                                            for a share of Common Stock on the Exchange for the next preceding day on which sales of
                                            Common Stock were reported on the Exchange. The Administrator may, however, provide with
                                            respect to one or more awards that the fair market value shall equal the closing price (in
                                            regular trading) for a share of Common Stock on the Exchange on the last trading day preceding
                                            the date in question or the average of the high and low trading prices of a share of Common
                                            Stock on the Exchange for the date in question or the most recent trading day. If the Common
                                            Stock is no longer listed or is no longer actively traded on the Exchange as of the applicable
                                            date, the fair market value of the Common Stock shall be the value as reasonably determined
                                            by the Administrator for purposes of the award in the circumstances. The Administrator also
                                            may adopt a different methodology for determining fair market value with respect to one or
                                            more awards if a different methodology is necessary or advisable to secure any intended favorable
                                            tax, legal or other treatment for the particular award(s) (for example, and without limitation,
                                            the Administrator may provide that fair market value for purposes of one or more awards will
                                            be based on an average of closing prices (or the average of high and low daily trading prices)
                                            for a specified period preceding the relevant date).



 


	 	5.7	Transfer
  Restrictions.




 


5.7.1
Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7 or required
by applicable law or the award agreement: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts
payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.7.2
Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons
or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its
sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities
laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity
in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.7.3
Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:


 


		(a)	transfers
                                            to the Corporation (for example, in connection with the expiration or termination of the
                                            award),



 


		(b)	the
                                            designation of a beneficiary to receive benefits in the event of the participant’s
                                            death or, if the participant has died, transfers to or exercise by the participant’s
                                            beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or
                                            the laws of descent and distribution,



 




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		(c)	subject
                                            to any applicable limitations on ISOs and to such procedures as the Administrator may prescribe,
                                            transfers to a family member (or former family member) pursuant to a domestic relations order
                                            if received by the Administrator,



 


		(d)	if
                                            the participant has suffered a disability, permitted transfers or exercises on behalf of
                                            the participant by his or her legal representative, or



 


		(e)	the
                                            authorization by the Administrator of “cashless exercise” procedures with third
                                            parties who provide financing for the purpose of (or who otherwise facilitate) the exercise
                                            of awards consistent with applicable laws and any limitations imposed by the Administrator.



 


		5.8	International
                                            Awards. One or more awards may be granted to Eligible Persons who provide services
                                            to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted
                                            to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans,
                                            if any, appended to this Plan and approved by the Administrator from time to time. The awards
                                            so granted need not comply with other specific terms of this Plan, provided that stockholder
                                            approval of any deviation from the specific terms of this Plan is not required by applicable
                                            law or any applicable listing agency.



 


	6.	EFFECT
  OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS




 


		6.1	General.
                                            The Administrator shall establish the effect (if any) of a termination of employment or service
                                            on the rights and benefits under each award under this Plan and in so doing may make distinctions
                                            based upon, inter alia, the cause of termination and type of award. If the participant is
                                            not an employee of the Corporation or one of its Subsidiaries, is not a member of the Board,
                                            and provides other services to the Corporation or one of its Subsidiaries, the Administrator
                                            shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise
                                            provides) of whether the participant continues to render services to the Corporation or one
                                            of its Subsidiaries and the date, if any, upon which such services shall be deemed to have
                                            terminated.



 


		6.2	Events
                                            Not Deemed Terminations of Employment. Unless the express policy of the Corporation
                                            or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise
                                            required by applicable law, the employment relationship shall not be considered terminated
                                            in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized
                                            by the Corporation or one of its Subsidiaries, or the Administrator; provided that, unless
                                            reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator
                                            otherwise provides, such leave is for a period of not more than three months. In the case
                                            of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence,
                                            continued vesting of the award while on leave from the employ of the Corporation or one of
                                            its Subsidiaries may be suspended until the employee returns to service, unless the Administrator
                                            otherwise provides or applicable law otherwise requires. In no event shall an award be exercised
                                            after the expiration of any applicable maximum term of the award.



 


		6.3	Effect
                                            of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity
                                            ceases to be a Subsidiary of the Corporation a termination of employment or service shall
                                            be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary
                                            who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary
                                            that continues as such after giving effect to the transaction or other event giving rise
                                            to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested
                                            (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes
                                            the Eligible Person’s award(s) in connection with such transaction.



 




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	7.	ADJUSTMENTS;
  ACCELERATION




 


		7.1	Adjustments.



 


		(a)	Subject
                                            to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior
                                            to): any reclassification, recapitalization, stock split (including a stock split in the
                                            form of a stock dividend) or reverse stock split; any merger, combination, consolidation,
                                            conversion or other reorganization; any spin-off, split-up, or similar extraordinary dividend
                                            distribution in respect of the Common Stock; or any exchange of Common Stock or other securities
                                            of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect
                                            of the Common Stock; then the Administrator shall equitably and proportionately adjust (1)
                                            the number and type of shares of Common Stock (or other securities) that thereafter may be
                                            made the subject of awards (including the specific share limits, maximums and numbers of
                                            shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common
                                            Stock (or other securities or property) subject to any outstanding awards, (3) the grant,
                                            purchase, or exercise price (which term includes the base price of any SAR or similar right)
                                            of any outstanding awards, and/or (4) the securities, cash or other property deliverable
                                            upon exercise or payment of any outstanding awards, in each case to the extent necessary
                                            to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding
                                            awards.



 


		(b)	Unless
                                            otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary
                                            to effect the adjustment, immediately prior to) any event or transaction described in the
                                            preceding paragraph or a sale of all or substantially all of the business or assets of the
                                            Corporation as an entirety, the Administrator shall equitably and proportionately adjust
                                            the performance standards and/or period applicable to any then-outstanding performance-based
                                            awards to the extent necessary to preserve (but not increase) the level of incentives intended
                                            by this Plan and the then-outstanding performance-based awards.



 


		(c)	It
                                            is intended that, if possible, any adjustments contemplated by the preceding two paragraphs
                                            be made in a manner that satisfies applicable U.S. legal, tax (including, without limitation
                                            and as applicable in the circumstances, Section 424 of the Code as to ISOs, Section 409A
                                            of the Code as to awards intended to comply therewith and not be subject to taxation thereunder,
                                            and Section 162(m) of the Code as to any Qualifying Option or SAR and any Qualified Performance-Based
                                            Award) and accounting (so as to not trigger any unintended charge to earnings with respect
                                            to such adjustment) requirements.



 


		(d)	Without
                                            limiting the generality of Section 3.4, any good faith determination by the Administrator
                                            as to whether an adjustment is required in the circumstances pursuant to this Section 7.1,
                                            and the extent and nature of any such adjustment, shall be conclusive and binding on all
                                            persons.



 




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		7.2	Corporate
                                            Transactions - Assumption and Termination of Awards.



 


		(a)	Upon
                                            any event in which the Corporation does not survive, or does not survive as a public company
                                            in respect of its Common Stock (including, without limitation, a dissolution, merger, combination,
                                            consolidation, conversion, exchange of securities, or other reorganization, or a sale of
                                            all or substantially all of the business, stock or assets of the Corporation, in any case
                                            in connection with which the Corporation does not survive or does not survive as a public
                                            company in respect of its Common Stock), then the Administrator may make provision for a
                                            cash payment in settlement of, or for the termination, assumption, substitution or exchange
                                            of any or all outstanding share-based awards or the cash, securities or property deliverable
                                            to the holder of any or all outstanding share-based awards, based upon, to the extent relevant
                                            under the circumstances, the distribution or consideration payable to holders of the Common
                                            Stock upon or in respect of such event. Upon the occurrence of any event described in the
                                            preceding sentence in connection with which the Administrator has made provision for the
                                            award to be terminated (and the Administrator has not made a provision for the substitution,
                                            assumption, exchange or other continuation or settlement of the award or the award otherwise
                                            would not continue in accordance with its terms in the circumstances): (1) unless otherwise
                                            provided in the applicable award agreement, each then-outstanding option and SAR shall become
                                            fully vested, all shares of restricted stock then outstanding shall fully vest free of restrictions,
                                            and each other award granted under this Plan that is then outstanding shall become payable
                                            to the holder of such award (with any performance goals applicable to the award in each case
                                            being deemed met, unless otherwise provided in the award agreement, at the “target”
                                            performance level); and (2) each award shall terminate upon the related event; provided that
                                            the holder of an option or SAR shall be given reasonable advance notice of the impending
                                            termination and a reasonable opportunity to exercise his or her outstanding vested options
                                            and SARs (after giving effect to any accelerated vesting required in the circumstances) in
                                            accordance with their terms before the termination of such awards (except that in no case
                                            shall more than ten days’ notice of the impending termination be required and any acceleration
                                            of vesting and any exercise of any portion of an award that is so accelerated may be made
                                            contingent upon the actual occurrence of the event).



 


		(b)	No
                                            award granted under this Plan shall provide that such award will automatically accelerate
                                            and become vested upon a Change in Control other than as provided in Section 7.2(a) (i.e.,
                                            in connection with a termination or settlement of the award in connection with a transaction
                                            referenced in Section 7.2(a)). For clarity, the Administrator may provide, as to one or more
                                            awards granted under this Plan and subject to the minimum vesting provisions of Section 5.2,
                                            that the award will accelerate and become vested should the award holder’s employment
                                            or service terminate (including, but not limited to, in connection with a Change in Control)
                                            in such circumstances as the Administrator may provide.



 




    	13



     


    

 


		(c)	For
                                            purposes of this Section 7.2, an award shall be deemed to have been “assumed”
                                            if (without limiting other circumstances in which an award is assumed) the award continues
                                            after an event referred to above in this Section 7.2, and/or is assumed and continued by
                                            the surviving entity following such event (including, without limitation, an entity that,
                                            as a result of such event, owns the Corporation or all or substantially all of the Corporation’s
                                            assets directly or through one or more subsidiaries (a “Parent”)), and
                                            confers the right to purchase or receive, as applicable and subject to vesting and the other
                                            terms and conditions of the award, for each share of Common Stock subject to the award immediately
                                            prior to the event, the consideration (whether cash, shares, or other securities or property)
                                            received in the event by the stockholders of the Corporation for each share of Common Stock
                                            sold or exchanged in such event (or the consideration received by a majority of the stockholders
                                            participating in such event if the stockholders were offered a choice of consideration);
                                            provided, however, that if the consideration offered for a share of Common Stock in the event
                                            is not solely the ordinary common stock of a successor corporation or a Parent, the Administrator
                                            may provide for the consideration to be received upon exercise or payment of the award, for
                                            each share subject to the award, to be solely ordinary common stock of the successor corporation
                                            or a Parent equal in fair market value to the per share consideration received by the stockholders
                                            participating in the event.



 


		(d)	The
                                            Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable
                                            in the event of a cash or property settlement and, in the case of options, SARs or similar
                                            rights, but without limitation on other methodologies, may base such settlement solely upon
                                            the excess if any of the per share amount payable upon or in respect of such event over the
                                            exercise or base price of the award. In the case of an option, SAR or similar right as to
                                            which the per share amount payable upon or in respect of such event is less than or equal
                                            to the exercise or base price of the award, the Administrator may terminate such award in
                                            connection with an event referred to in this Section 7.2 without any payment in respect of
                                            such award.



 


		(e)	In
                                            any of the events referred to in this Section 7.2, the Administrator may take such action
                                            contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of
                                            such event) to the extent that the Administrator deems the action necessary to permit the
                                            participant to realize the benefits intended to be conveyed with respect to the underlying
                                            shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration
                                            and/or termination to occur immediately prior to the applicable event and, in such circumstances,
                                            will reinstate the original terms of the award if an event giving rise to an acceleration
                                            and/or termination does not occur.



 


		(f)	Without
                                            limiting the generality of Section 3.4, any good faith determination by the Administrator
                                            pursuant to its authority under this Section 7.2 shall be conclusive and binding on all persons.



 


		(g)	Subject
                                            to Section 7.2(b), the Administrator may override the provisions of this Section 7.2 by express
                                            provision in the award agreement and may accord any Eligible Person a right to refuse any
                                            acceleration, whether pursuant to the award agreement or otherwise, in such circumstances
                                            as the Administrator may approve. The portion of any ISO accelerated in connection with an
                                            event referred to in this Section 7.2 (or such other circumstances as may trigger accelerated
                                            vesting of the award) shall remain exercisable as an ISO only to the extent the applicable
                                            $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion
                                            of the option shall be exercisable as a nonqualified stock option under the Code.



 




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		7.3	Definition
                                            of Change in Control. As used in this Plan, “Change in Control”
                                            shall mean the occurrence, after the Effective Date, of any of the following:



 


		(a)	Any
                                            “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act,
                                            a “Person”), alone or together with its affiliates and associates, including
                                            any group of persons which is deemed a “person” under Section 13(d)(3) of the
                                            Exchange Act (other than the Corporation or any subsidiary thereof or any employee benefit
                                            plan (or related trust) of the Corporation or any subsidiary thereof, or any underwriter
                                            in connection with a firm commitment public offering of the Corporation’s capital stock),
                                            becomes the “beneficial owner” (as such term is defined in Rule 13d-3 of the
                                            Exchange Act, except that a person shall also be deemed the beneficial owner of all securities
                                            which such person may have a right to acquire, whether or not such right is presently exercisable,
                                            referred to herein as “Beneficially Own” or “Beneficial Owner”
                                            as the context may require) of thirty-three and one third percent or more of (i) the then
                                            outstanding shares of the Corporation’s common stock (“Outstanding Company
                                            Common Stock”) or (ii) securities representing thirty-three and one-third percent
                                            or more of the combined voting power of the Corporation’s then outstanding voting securities
                                            (“Outstanding Company Voting Securities”) (in each case, other than an
                                            acquisition in the context of a merger, consolidation, reorganization, asset sale or other
                                            extraordinary transaction covered by, and which does not constitute a Change in Control Event
                                            under, clause (c) below);



 


		(b)	A
                                            change, during any period of two consecutive years, of a majority of the Board as constituted
                                            as of the beginning of such period, unless the election, or nomination for election by the
                                            Corporation’s stockholders, of each director who was not a director at the beginning
                                            of such period was approved by vote of at least two-thirds of the Incumbent Directors then
                                            in office (for purposes hereof, “Incumbent Directors” shall consist of the directors
                                            holding office as of the Effective Date and any person becoming a director subsequent to
                                            such date whose election, or nomination for election by the Corporation’s stockholders,
                                            is approved by a vote of at least a majority of the Incumbent Directors then in office);



 


		(c)	Consummation
                                            of a reorganization, merger, statutory share exchange or consolidation or similar extraordinary
                                            corporate transaction (or series of related transactions) involving the Corporation, a sale
                                            or other disposition of all or substantially all of the assets of the Corporation, or the
                                            acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries
                                            (each, a “Business Combination”), in each case unless, following such
                                            Business Combination, (1) all or substantially all of the individuals and entities that were
                                            the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company
                                            Voting Securities immediately prior to such Business Combination beneficially own, directly
                                            or indirectly, more than 50% of the then-outstanding shares of common stock and the combined
                                            voting power of the then-outstanding voting securities entitled to vote generally in the
                                            election of directors, as the case may be, of the entity resulting from such Business Combination
                                            (including, without limitation, an entity that, as a result of such transaction, owns the
                                            Corporation or all or substantially all of the Corporation’s assets directly or through
                                            one or more subsidiaries (a “Parent”), (2) no Person (excluding any entity
                                            resulting from such Business Combination or a Parent or any employee benefit plan (or related
                                            trust) of the Corporation or such entity resulting from such Business Combination or Parent,
                                            and excluding any underwriter in connection with a firm commitment public offering of the
                                            Corporation’s capital stock) beneficially owns, directly or indirectly, more than 30%
                                            of, respectively, the then-outstanding shares of common stock of the entity resulting from
                                            such Business Combination or the combined voting power of the then-outstanding voting securities
                                            of such entity, except to the extent that the ownership in excess of 30% existed prior to
                                            the Business Combination, and (3) at least a majority of the members of the board of directors
                                            or trustees of the entity resulting from such Business Combination or a Parent 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 Combination; or



 




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		(d)	Approval
                                            by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation
                                            other than in the context of a transaction covered by, and that does not constitute a Change
                                            in Control under, clause (c) above.



 


	8.	OTHER
  PROVISIONS




 


		8.1	Compliance
                                            with Laws. This Plan, the granting and vesting of awards under this Plan, the offer,
                                            issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan
                                            or under awards are subject to compliance with all applicable federal, state, local and foreign
                                            laws, rules and regulations (including but not limited to state and federal securities law
                                            and federal margin requirements) and to such approvals by any listing, regulatory or governmental
                                            authority as may, in the opinion of counsel for the Corporation, be necessary or advisable
                                            in connection therewith. The person acquiring any securities under this Plan will, if requested
                                            by the Corporation or one of its Subsidiaries, provide such assurances and representations
                                            to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or
                                            desirable to assure compliance with all applicable legal and accounting requirements.



 


		8.2	No
                                            Rights to Award. No person shall have any claim or rights to be granted an award
                                            (or additional awards, as the case may be) under this Plan, subject to any express contractual
                                            rights (set forth in a document other than this Plan) to the contrary.



 


		8.3	No
                                            Employment/Service Contract. Nothing contained in this Plan (or in any other documents
                                            under this Plan or in any award) shall confer upon any Eligible Person or other participant
                                            any right to continue in the employ or other service of the Corporation or one of its Subsidiaries,
                                            constitute any contract or agreement of employment or other service or affect an employee’s
                                            status as an employee at will, nor shall interfere in any way with the right of the Corporation
                                            or one of its Subsidiaries to change a person’s compensation or other benefits, or
                                            to terminate his or her employment or other service, with or without cause. Nothing in this
                                            Section 8.3, however, is intended to adversely affect any express independent right of such
                                            person under a separate employment or service contract other than an award agreement.



 




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		8.4	Plan
                                            Not Funded. Awards payable under this Plan shall be payable in shares or from the
                                            general assets of the Corporation, and no special or separate reserve, fund or deposit shall
                                            be made to assure payment of such awards. No participant, beneficiary or other person shall
                                            have any right, title or interest in any fund or in any specific asset (including shares
                                            of Common Stock, except as expressly otherwise provided) of the Corporation or one of its
                                            Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of
                                            any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant
                                            to the provisions of this Plan shall create, or be construed to create, a trust of any kind
                                            or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant,
                                            beneficiary or other person. To the extent that a participant, beneficiary or other person
                                            acquires a right to receive payment pursuant to any award hereunder, such right shall be
                                            no greater than the right of any unsecured general creditor of the Corporation.



 


		8.5	Tax
                                            Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition
                                            of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction
                                            of the holding period requirements of Section 422 of the Code, or upon any other tax withholding
                                            event with respect to any award, arrangements satisfactory to the Corporation shall be made
                                            to provide for any taxes the Corporation or any of its Subsidiaries may be required to withhold
                                            with respect to such award event or payment. Such arrangements may include (but are not limited
                                            to) any one of (or a combination of) the following:



 


		(a)	The
                                            Corporation or one of its Subsidiaries shall have the right to require the participant (or
                                            the participant’s personal representative or beneficiary, as the case may be) to pay
                                            or provide for payment of the amount of any taxes which the Corporation or one of its Subsidiaries
                                            may be required to withhold with respect to such award event or payment.



 


		(b)	The
                                            Corporation or one of its Subsidiaries shall have the right to deduct from any amount otherwise
                                            payable in cash (whether related to the award or otherwise) to the participant (or the participant’s
                                            personal representative or beneficiary, as the case may be) the amount of any taxes which
                                            the Corporation or one of its Subsidiaries may be required to withhold with respect to such
                                            award event or payment.



 


		(c)	In
                                            any case where a tax is required to be withheld in connection with the delivery of shares
                                            of Common Stock under this Plan, the Administrator may in its sole discretion (subject to
                                            Section 8.1) require or grant (either at the time of the award or thereafter) to the participant
                                            the right to elect, pursuant to such rules and subject to such conditions as the Administrator
                                            may establish, that the Corporation reduce the number of shares to be delivered by (or otherwise
                                            reacquire) the appropriate number of shares, valued in a consistent manner at their fair
                                            market value or at the sales price in accordance with authorized procedures for cashless
                                            exercises, necessary to satisfy the applicable withholding obligation on exercise, vesting
                                            or payment.



 


	 	8.6	Effective
  Date, Termination and Suspension, Amendments.




 


8.6.1
Effective Date. This Plan is effective as of April 14, 2021, the date of its approval by the Board (the “Effective
Date”). This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective
Date. Unless earlier terminated by the Board and subject to any extension that may be approved by stockholders, this Plan shall terminate
at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon
such stated termination date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously
granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain
outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.


 




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8.6.2
Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3
Stockholder Approval. Only to the extent then required by applicable law or deemed necessary or advisable by the Board, any
amendment to this Plan shall be subject to stockholder approval.


 


8.6.4
Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express
limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements
of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute
a repricing of an award is subject to the no-repricing provision of Section 3.3.


 


8.6.5
Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding
award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights
or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date
of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments
for purposes of this Section 8.6 and shall not require stockholder approval or the consent of the award holder.


 


		8.7	Privileges
                                            of Stock Ownership. Except as otherwise expressly authorized by the Administrator
                                            or this Plan, a participant shall not be entitled to any privilege of stock ownership as
                                            to any shares of Common Stock not actually delivered to and held of record by the participant.
                                            Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator,
                                            no adjustment will be made for dividends or other rights as a stockholder for which a record
                                            date is prior to such date of delivery.



 


		8.8	Governing
                                            Law; Severability.



 


8.8.1
Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by,
and construed in accordance with the laws of the State of Florida, notwithstanding any Florida or other conflict of law provision to
the contrary.


 


8.8.2
Severability. If a court of competent jurisdiction holds any provision
invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.


 


8.8.3
Plan Construction. It is intended that this Plan, as well as awards granted under this Plan, comply with, and not result in
any tax, penalty or interest under, Section 409A of the Code. This Plan, as well as awards granted under this Plan, shall be construed
and interpreted accordingly.


 




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		8.9	Captions.
                                            Captions and headings are given to the sections and subsections of this Plan solely as a
                                            convenience to facilitate reference. Such headings shall not be deemed in any way material
                                            or relevant to the construction or interpretation of this Plan or any provision thereof.



 


		8.10	Stock-Based
                                            Awards in Substitution for Stock Options or Awards Granted by Other Corporation.
                                            Awards may be granted to Eligible Persons in substitution for or in connection with an assumption
                                            of employee stock options, SARs, restricted stock or other stock-based awards granted by
                                            other entities to persons who are or who will become Eligible Persons in respect of the Corporation
                                            or one of its Subsidiaries, in connection with a distribution, merger or other reorganization
                                            by or with the granting entity or an affiliated entity, or the acquisition by the Corporation
                                            or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock
                                            or assets of the employing entity. The awards so granted need not comply with other specific
                                            terms of this Plan, provided the awards reflect adjustments giving effect to the assumption
                                            or substitution consistent with any conversion applicable to the Common Stock (or the securities
                                            otherwise subject to the award) in the transaction and any change in the issuer of the security.
                                            Any shares that are delivered and any awards that are granted by, or become obligations of,
                                            the Corporation, as a result of the assumption by the Corporation of, or in substitution
                                            for, outstanding awards previously granted or assumed by an acquired company (or previously
                                            granted or assumed by a predecessor employer (or direct or indirect parent thereof) in the
                                            case of persons that become employed by the Corporation or one of its Subsidiaries in connection
                                            with a business or asset acquisition or similar transaction) shall not be counted against
                                            the Share Limit or other limits on the number of shares available for issuance under this
                                            Plan.



 


		8.11	Non-Exclusivity
                                            of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of
                                            the Board or the Administrator to grant awards or authorize any other compensation, with
                                            or without reference to the Common Stock, under any other plan or authority.



 


		8.12	No
                                            Corporate Action Restriction. The existence of this Plan, the award agreements and
                                            the awards granted hereunder shall not limit, affect, or restrict in any way the right or
                                            power of the Corporation or any Subsidiary (or any of their respective shareholders, boards
                                            of directors or committees thereof (or any subcommittees), as the case may be) to make or
                                            authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital
                                            structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation,
                                            consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue
                                            of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting
                                            the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution
                                            or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any
                                            part of the assets or business of the Corporation or any Subsidiary, (f) any other award,
                                            grant, or payment of incentives or other compensation under any other plan or authority (or
                                            any other action with respect to any benefit, incentive or compensation), or (g) any other
                                            corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary
                                            or any other person shall have any claim under any award or award agreement against any member
                                            of the Board or the Administrator, or the Corporation or any employees, officers or agents
                                            of the Corporation or any Subsidiary, as a result of any such action. Awards need not be
                                            structured so as to be deductible for tax purposes.



 


		8.13	Other
                                            Company Benefit and Compensation Programs. Payments and other benefits received by
                                            a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s
                                            compensation for purposes of the determination of benefits under any other employee welfare
                                            or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary,
                                            except where the Administrator expressly otherwise provides or authorizes in writing. Awards
                                            under this Plan may be made in addition to, in combination with, as alternatives to or in
                                            payment of grants, awards or commitments under any other plans, arrangements or authority
                                            of the Corporation or its Subsidiaries.



 


		8.14	Clawback
                                            Policy and Forfeiture Provisions.



 


8.14.1
All awards granted under this Plan (including any proceeds, gains or other economic benefit actually or constructively received by
the award holder upon any receipt, vesting, payment or exercise of any award or upon the receipt or resale of any shares of Common Stock
underlying the award) are subject to the terms and provisions of the Corporation’s recoupment, clawback or similar policy as it
may be in effect from time to time, as well as any similar provisions of applicable law, such as the Dodd-Frank Wall Street Reform and
Consumer Protection Act and any rules or regulations promulgated thereunder, any of which could in certain circumstances require repayment
or forfeiture of awards or any shares of Common Stock or other cash or property received with respect to the awards (including any value
received from a disposition of the shares acquired upon payment of the awards).


 




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