Exhibit 10.1


 


HALL OF FAME RESORT & ENTERTAINMENT COMPANY


AMENDED 2020 OMNIBUS INCENTIVE PLAN


 




     


     


    

 


Table of Contents


 


	1.	Purpose of Plan.	1
	2.	Definitions.	1
	3.	Plan Administration.	6
	4.	Shares Available for Issuance.	8
	5.	Participation.	10
	6.	Options.	10
	7.	Stock Appreciation Rights.	11
	8.	Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units.	12
	9.	Performance Awards.	14
	10.	Non-Employee Director Awards.	16
	11.	Other Stock-Based Awards.	16
	12.	Dividend Equivalents.	16
	13.	Effect of Termination of Employment or Other Service.	17
	14.	Payment of Withholding Taxes.	20
	15.	Change in Control.	20
	16.	Rights of Eligible Recipients and Participants; Transferability.	23
	17.	Securities Law and Other Restrictions.	24
	18.	Deferred Compensation; Compliance with Section 409A.	24
	19.	Amendment, Modification and Termination.	25
	20.	Substituted Awards.	26
	21.	Effective Date and Duration of this Plan.	26
	22.	Data Privacy.	26
	23.	Miscellaneous.	26



 




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HALL OF FAME RESORT
& ENTERTAINMENT COMPANY

AMENDED 2020 OMNIBUS INCENTIVE PLAN


 


		1.	Purpose of Plan.



 


The purpose of the Hall of
Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan (this “Plan”) is to advance the interests
of Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and its stockholders by
enabling the Company and its Subsidiaries and Affiliates to attract and retain qualified individuals to perform services for the Company
and its Affiliates and Subsidiaries, providing incentive compensation for such individuals that is linked to the growth and profitability
of the Company and increases in stockholder value and aligning the interests of such individuals with the interests of its stockholders
through opportunities for equity participation in the Company.


 


		2.	Definitions.



 


The following terms will have
the meanings set forth below, unless the context clearly otherwise requires. Terms defined elsewhere in this Plan will have the same meaning
throughout this Plan.


 


2.1 “Adverse
Action” means any action or conduct by a Participant that the Committee, in its sole discretion, determines to be injurious,
detrimental, prejudicial or adverse to the interests of the Company or any Subsidiary, including: (a) disclosing confidential information
of the Company or any Subsidiary or Affiliate to any person not authorized by the Company or any Subsidiary or Affiliate to receive it,
(b) engaging, directly or indirectly, in any commercial activity that in the judgment of the Committee competes with the business
of the Company or any Subsidiary or Affiliate or (c) interfering with the relationships of the Company or any Subsidiary or Affiliate
and their respective employees, independent contractors, customers, prospective customers and vendors.


 


2.2 “Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such
Person where “control” will have the meaning given such term under Rule 405 of the Securities Act.


 


2.3 “Applicable
Law” means any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange Act
and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether
federal, state, local or foreign; and (c) rules of any securities exchange, national market system or automated quotation system on which
the shares of Common Stock are listed, quoted or traded.


 


2.4 “Award”
means, individually or collectively, an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Deferred Stock
Unit, Performance Award, Non-Employee Director Award, or Other Stock-Based Award, in each case granted to an Eligible Recipient pursuant
to this Plan.


 


2.5 “Award
Agreement” means either: (a) a written or electronic (as provided in Section 23.7) agreement entered into by the Company and
a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification
thereof, or (b) a written or electronic (as provided in Section 23.7) statement issued by the Company to a Participant describing the
terms and provisions of such an Award, including any amendment or modification thereof.


 


2.6 “Board”
means the Board of Directors of the Company.


 






     


     


    

 


2.7 “Broker
Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a
broker or dealer to sell a sufficient number of shares of Common Stock to pay all or a portion of the exercise price of the Option or
any related withholding tax obligations and remit such sums to the Company and directs the Company to deliver shares of Common Stock to
be issued upon such exercise directly to such broker or dealer or its nominee.


 


2.8 “Cause”
means, unless otherwise provided in an Award Agreement, (a) “Cause” as defined in any employment, consulting, severance or
similar agreement between the Participant and the Company or one of its Subsidiaries (an “Individual Agreement”), or
(b) if there is no such Individual Agreement or if it does not define Cause: (i) dishonesty, fraud, misrepresentation, embezzlement or
deliberate injury or attempted injury, in each case related to the Company or any Subsidiary; (ii) any unlawful or criminal activity of
a serious nature; (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material
in relation to the Participant’s overall duties; (iv) any material breach by a Participant of any employment, service, confidentiality,
non-compete or non-solicitation agreement entered into with the Company or any Subsidiary; or (v) before a Change in Control, such other
events as will be determined by the Committee. The Committee will, unless otherwise provided in an Individual Agreement, have the sole
discretion to determine whether “Cause” exists with respect to sub-clauses (i), (ii), (iii), (iv) or (v) above, and its determination
will be final.


 


2.9 “Change
in Control” means, unless otherwise provided in an Award Agreement or any Individual Agreement, and except as provided in Section
18, an event described in Section 15.1 of this Plan.


 


2.10 “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be deemed to include a reference
to any applicable regulations thereunder and any successor or amended section of the Code.


 


2.11 “Committee”
means the Board or, if the Board so delegates, the Compensation Committee of the Board or a subcommittee thereof, or any other committee
delegated authority by the Board to administer this Plan. If the Board determines appropriate, such committee may be comprised solely
of directors designated by the Board to administer this Plan who are (a) “non-employee directors” within the meaning of Rule
16b-3 under the Exchange Act, and (b) “independent directors” within the meaning of the rules of the Nasdaq Stock Market (or
other applicable exchange or market on which the Common Stock may be traded or quoted). The members of the Committee will be appointed
from time to time by and will serve at the discretion of the Board. Any action duly taken by the Committee will be valid and effective,
whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements of
membership provided herein.


 


2.12 “Common
Stock” means the common stock of the Company, par value $0.0001 per share, or the number and kind of shares of stock or other
securities into which such Common Stock may be changed in accordance with Section 4.4 of this Plan.


 


2.13 “Company”
means Hall of Fame Resort & Entertainment Company, a Delaware corporation, and any successor thereto as provided in Section 23.5 of
this Plan.


 


2.14 “Consultant”
means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to the Company or any Subsidiary
that: (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction and (b) do
not directly or indirectly promote or maintain a market for the Company’s securities.


 


2.15 “Deferred
Stock Unit” means a right granted to an Eligible Recipient pursuant to Section 8 of this Plan to receive shares of Common
Stock (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee,
or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.


 


2.16 “Director”
means a member of the Board.


 






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2.17 “Disability”
means, unless otherwise provided in an Award Agreement, with respect to a Participant who is a party to an Individual Agreement, which
agreement contains a definition of “disability” or “permanent disability” (or words of like import) for purposes
of termination of employment thereunder by the Company, “disability” or “permanent disability” as defined in the
most recent of such agreements; or in all other cases, means the disability of the Participant such as would entitle the Participant to
receive disability income benefits pursuant to the long-term disability plan of the Company or any Subsidiary then covering the Participant
or, if no such plan exists or is applicable to the Participant, the permanent and total disability of the Participant within the meaning
of Section 22(e)(3) of the Code.


 


2.18 “Dividend
Equivalents” has the meaning set forth in Section 3.2(l) of this Plan.


 


2.19 “Effective
Date” means such date as the mergers provided for in that certain Agreement and Plan of Merger, dated as of September 16, 2019,
by and among by and among Gordon Pointe Acquisition Corp., the Company, GPAQ Acquiror Merger Sub, Inc., GPAQ Company Merger Sub, LLC,
HOF Village, LLC and HOF Village Newco, LLC, as amended, are completed.


 


2.20 “Eligible
Recipients” means all Employees, all Non-Employee Directors and all Consultants.


 


2.21 “Employee”
means any individual performing services for the Company or a Subsidiary and designated as an employee of the Company or a Subsidiary
on the payroll records thereof. An Employee will not include any individual during any period he or she is classified or treated by the
Company or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting or temporary agency or
any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined to have been,
or is subsequently retroactively reclassified as a common-law employee of the Company or Subsidiary during such period. An individual
will not cease to be an Employee in the case of: (a) any leave of absence approved by the Company, or (b) transfers between locations
of the Company or between the Company or any Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave
of absence approved by the Company or a Subsidiary, as applicable, is not so guaranteed, then three (3) months following the ninety-first
(91st) day of such leave, any Incentive Stock Option held by a Participant will cease to be treated as an Incentive Stock Option and will
be treated for tax purposes as a Non-Statutory Stock Option. Neither service as a Director nor payment of a Director’s fee by the
Company will be sufficient to constitute “employment” by the Company.


 


2.22 “Exchange
Act” means the Securities Exchange Act of 1934, as amended. Any reference to a section of the Exchange Act herein will be deemed
to include a reference to any applicable rules and regulations thereunder and any successor or amended section of the Exchange Act.


 


2.23 “Fair
Market Value” means, with respect to the Common Stock, as of any date the closing sale price of a share of Common Stock as reported
on the Nasdaq Stock Market, New York Stock Exchange, or other established stock exchange (or exchanges) at the end of the regular trading
session on the applicable date, (or, if no shares were traded on such date, as of the next preceding date on which there was such a trade)
or if the Common Stock is not so listed, admitted to unlisted trading privileges or reported on any national exchange, the closing sale
price at the end of the regular trading session on such date, as reported by the OTC Bulletin Board, OTC Markets or other comparable quotation
service (or, if no shares were traded or quoted on such date, as of the next preceding date on which there was such a trade or quote).
In the event the Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination
of Fair Market Value shall be made by the Committee in such manner as it deems appropriate and in good faith in the exercise of its reasonable
discretion, and consistent with the definition of “fair market value” under Section 409A of the Code. If determined by the
Committee, such determination will be final, conclusive and binding for all purposes and on all persons, including the Company, the stockholders
of the Company, the Participants and their respective successors-in-interest. No member of the Committee will be liable for any determination
regarding the fair market value of the Common Stock that is made in good faith.


 






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2.24 
“Grant Date” means the date an Award is granted to a Participant pursuant to this Plan and as determined pursuant to
Section 5 of this Plan.


 


2.25 “Incentive
Stock Option” means a right to purchase Common Stock granted to an Employee pursuant to Section 6 of this Plan that is designated
as and intended to meet the requirements of an “incentive stock option” within the meaning of Section 422 of the Code.


 


2.26 “Individual
Agreement” has the meaning set forth in Section 2.8 of this Plan.


 


2.27 “Merger
Agreement” means the Agreement and Plan of Merger, dated as of September 16, 2019, by and among Gordon Pointe Acquisition Corp.,
the Company, GPAQ Acquiror Merger Sub Inc., GPAQ Company Merger Sub LLC, HOF Village LLC, and HOF Village Newco, LLC, as amended November
5, 2019, March 10, 2020, and May 22, 2020.


 


2.28 “Non-Employee
Director” means a Director who is not an Employee.


 


2.29 “Non-Employee
Director Award” means any Award granted, whether singly, in combination, or in tandem, to an Eligible Recipient who is a Non-Employee
Director, pursuant to such applicable terms, conditions and limitations as the Board or Committee may establish in accordance with this
Plan, including any Non-Employee Director Option.


 


2.30 “Non-Employee
Director Option” means a Non-Statutory Stock Option granted to a Non-Employee Director pursuant to Section 10 of this Plan.


 


2.31 “Non-Statutory
Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of this Plan that
is not intended to meet the requirements of or does not qualify as an Incentive Stock Option.


 


2.32 “Option”
means an Incentive Stock Option or a Non-Statutory Stock Option, including a Non-Employee Director Option.


 


2.33 “Other
Stock-Based Award” means an Award, denominated in Shares, not otherwise described by the terms of this Plan, granted pursuant
to Section 11 of this Plan.


 


2.34 “Participant”
means an Eligible Recipient who receives one or more Awards under this Plan.


 


2.35 “Performance
Award” means a right granted to an Eligible Recipient pursuant to Section 9 of this Plan to receive an amount of cash, number
of shares of Common Stock, or a combination of both, contingent upon and the value of which at the time it is payable is determined as
a function of the extent of the achievement of one or more Performance Goals during a specified Performance Period or the achievement
of other objectives during a specified period.


 






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2.36 “Performance
Goals” mean with respect to any applicable Award, one or more targets, goals or levels of attainment required to be achieved
during the specified Performance Period, as set forth in the related Award Agreement.


 


2.37 “Performance
Period” means the period of time, as determined by the Committee, during which the Performance Goals must be met in order to
determine the degree of payout or vesting with respect to an Award.


 


2.38 “Period
of Restriction” means the period when a Restricted Stock Award, Restricted Stock Units, Performance Award, Deferred Stock Units
or Other Stock-Based Award are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of Performance
Goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Section 8, 9, 10 or 11
of this Plan, as the case may be.


 


2.39 “Person”
means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority or any other entity of whatever nature.


 


2.40 “Plan”
means the Hall of Fame Resort & Entertainment Company 2020 Omnibus Incentive Plan, as may be amended from time to time.


 


2.41 “Plan
Limit” has the meaning set forth in Section 4.1 of this Plan.


 


2.42 “Plan
Year” means the Company’s fiscal year.


 


2.43 “Previously
Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Award, that
are to be issued to the Participant upon the grant, exercise, vesting or settlement of such Award.


 


2.44 “Restricted
Stock Award” means an award of Common Stock granted to an Eligible Recipient pursuant to Section 8 of this Plan that is subject
to the restrictions on transferability and the risk of forfeiture imposed by the provisions of such Section 8.


 


2.45 “Restricted
Stock Unit” means an award denominated in shares of Common Stock granted to an Eligible Recipient pursuant to Section 8 of this
Plan.


 


2.46 “Retirement,”
means, unless otherwise defined in the Award Agreement or in an Individual Agreement between the Participant and the Company or one of
its Subsidiaries or Affiliates, “Retirement” as defined from time to time for purposes of this Plan by the Committee or by
the Company’s chief human resources officer or other person performing that function or, if not so defined, means voluntary termination
of employment or service by the Participant on or after the date the Participant reaches age six-five (65) with the present intention
to leave the Company’s industry or to leave the general workforce.


 


2.47 “Securities
Act” means the Securities Act of 1933, as amended. Any reference to a section of the Securities Act herein will be deemed to
include a reference to any applicable rules and regulations thereunder and any successor or amended section of the Securities Act.


 


2.48 “Stock
Appreciation Right” means a right granted to an Eligible Recipient pursuant to Section 7 of this Plan to receive a payment from
the Company upon exercise, in the form of shares of Common Stock, cash or a combination of both, equal to the excess of the Fair Market
Value of one or more shares of Common Stock on the exercise date and the grant price of such shares under the terms of such Stock Appreciation
Right.


 






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2.49 “Stock-Based
Award” means any Award, denominated in Shares, made pursuant to this Plan, including Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards or Other Stock-Based Awards.


 


2.50 “Subsidiary”
means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, an interest
of more than fifty percent (50%) by reason of stock ownership or otherwise.


 


2.51 “Tax
Date” means the date any withholding or employment related tax obligation arises under the Code or any Applicable Law for a
Participant with respect to an Award.


 


2.52 “Tax
Laws” has the meaning set forth in Section 23.8 of this Plan.


 


		3.	Plan Administration.



 


3.1 The
Committee. The Plan will be administered by the Committee. The Committee will act by majority approval of the members at a meeting
or by unanimous written consent, and a majority of the members of the Committee will constitute a quorum. The Committee may exercise its
duties, power and authority under this Plan in its sole discretion without the consent of any Participant or other party, unless this
Plan specifically provides otherwise. The Committee will not be obligated to treat Participants or Eligible Recipients uniformly, and
determinations made under this Plan may be made by the Committee selectively among Participants or Eligible Recipients, whether or not
such Participants and Eligible Recipients are similarly situated. Each determination, interpretation or other action made or taken by
the Committee pursuant to the provisions of this Plan will be final, conclusive and binding for all purposes and on all persons, and no
member of the Committee will be liable for any action or determination made in good faith with respect to this Plan or any Award granted
under this Plan.


 


3.2 Authority
of the Committee. In accordance with and subject to the provisions of this Plan, the Committee will have full and exclusive discretionary
power and authority to take such actions as it deems necessary and advisable with respect to the administration of this Plan, including
the following:


 


(a) To
designate the Eligible Recipients to be selected as Participants;


 


(b) To
determine the nature, extent and terms of the Awards to be made to each Participant, including the amount of cash or number of shares
of Common Stock to be subject to each Award, any exercise price or grant price, the manner in which Awards will vest, become exercisable,
settled or paid out and whether Awards will be granted in tandem with other Awards, and the form of Award Agreement, if any, evidencing
such Award;


 


(c) To
determine the time or times when Awards will be granted;


 


(d) To
determine the duration of each Award;


 


(e) To
determine the terms, restrictions and other conditions to which the grant of an Award or the payment or vesting of Awards may be subject;


 






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(f) To
construe and interpret this Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration
and in so doing, to correct any defect, omission, or inconsistency in this Plan or in an Award Agreement, in a manner and to the extent
it will deem necessary or expedient to make this Plan fully effective;


 


(g) To
determine Fair Market Value in accordance with Section 2.23 of this Plan;


 


(h) To
amend this Plan or any Award Agreement, as provided in this Plan;


 


(i) To
adopt sub-plans or special provisions applicable to Awards regulated by the laws of a jurisdiction other than, and outside of, the United
States, which except as otherwise provided in this Plan, such sub-plans or special provisions may take precedence over other provisions
of this Plan;


 


(j) To
authorize any person to execute on behalf of the Company any Award Agreement or any other instrument required to effect the grant of an
Award previously granted by the Committee;


 


(k) To
determine whether Awards will be settled in shares of Common Stock, cash or in any combination thereof;


 


(l) To
determine whether Awards will be adjusted for dividend equivalents, with “Dividend Equivalents” meaning a credit, made at
the discretion of the Committee, to the account of a Participant in an amount equal to the ordinary cash dividends paid on one share of
Common Stock for each share of Common Stock represented by an Award held by such Participant, subject to Section 12 of this Plan and any
other provision of this Plan, and which Dividend Equivalents may be subject to the same conditions and restrictions as the Awards to which
they attach and may be settled in the form of cash, shares of Common Stock, or in any combination of both; and


 


(m) To
impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant
or other subsequent transfers by the Participant of any shares of Common Stock, including restrictions under an insider trading policy,
stock ownership guidelines, restrictions as to the use of a specified brokerage firm for such resales or other transfers and other restrictions
designed to increase equity ownership by Participants or otherwise align the interests of Participants with the Company’s stockholders.


 


3.3 Delegation.
To the extent permitted by Applicable Law, the Committee may delegate to one or more of its members or to one or more officers of the
Company or any Subsidiary or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the
Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice
with respect to any responsibility the Committee or such individuals may have under this Plan. The Committee may, by resolution, authorize
one or more directors of the Company or one or more officers of the Company to do one or both of the following on the same basis as can
the Committee: (a) designate Eligible Recipients to be recipients of Awards pursuant to this Plan; and (b) determine the size of any such
Awards; provided, however, that (x) the Committee will not delegate such responsibilities to any such director(s) or officer(s)
for any Awards granted to an Eligible Recipient: (i) who is a Non-Employee Director or who is subject to the reporting and liability provisions
of Section 16 under the Exchange Act, or (ii) to whom authority to grant or amend Awards has been delegated hereunder; provided,
further; that any delegation of administrative authority will only be permitted to the extent it is permissible under Applicable
Law; (y) the resolution providing such authorization will set forth the type of Awards and total number of each type of Awards such director(s)
or officer(s) may grant; and (z) such director(s) or officer(s) will report periodically to the Committee regarding the nature and scope
of the Awards granted pursuant to the authority delegated. At all times, the delagatee appointed under this Section 3.3 will serve in
such capacity at the pleasure of the Committee.


 






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3.4 No
Re-pricing. Notwithstanding any other provision of this Plan other than Section 4.4 of this Plan, the Committee may not, without prior
approval of the Company’s stockholders, seek to effect any re-pricing of any previously granted, “underwater” Option
or Stock Appreciation Right by: (a) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price
or grant price; (b) canceling the underwater Option or Stock Appreciation Right in exchange for (i) cash; (ii) replacement Options or
Stock Appreciation Rights having a lower exercise price or grant price; or (iii) other Awards; or (c) repurchasing the underwater Options
or Stock Appreciation Rights and granting new Awards under this Plan. For purposes of this Section 3.4, an Option or Stock Appreciation
Right will be deemed to be “underwater” at any time when the Fair Market Value of the Common Stock is less than the exercise
price of the Option or grant price of the Stock Appreciation Right.


 


3.5 Participants
Based Outside of the United States. In addition to the authority of the Committee under Section 3.2(i) and notwithstanding any other
provision of this Plan, the Committee may, in its sole discretion, amend the terms of this Plan or Awards with respect to Participants
resident outside of the United States or employed by a non-U.S. Subsidiary in order to comply with local legal requirements, to otherwise
protect the Company’s or Subsidiary’s interests or to meet objectives of this Plan, and may, where appropriate, establish
one or more sub-plans (including the adoption of any required rules and regulations) for the purposes of qualifying for preferred tax
treatment under foreign tax laws. The Committee will have no authority, however, to take action pursuant to this Section 3.5: (a) to reserve
shares of Common Stock or grant Awards in excess of the limitations provided in Section 4.1 of this Plan; (b) to effect any re-pricing
in violation of Section 3.4 of this Plan; (c) to grant Options or Stock Appreciation Rights having an exercise price or grant price less
than one hundred percent (100%) of the Fair Market Value of one share of Common Stock on the Grant Date in violation of Section 6.3 or
Section 7.3 of this Plan; or (d) for which stockholder approval would then be required pursuant to Section 19.2 of this Plan.


 


		4.	Shares Available for Issuance.



 


4.1 Maximum
Number of Shares Available. Subject to adjustment as provided in Section 4.4 of this Plan, the maximum number of shares of Common
Stock that will be available for issuance under this Plan will be equal to 5,812,727 (the “Plan Limit”).


 


4.2 Limits
on Incentive Stock Options and Non-Employee Director Awards. Notwithstanding any other provisions of this Plan to the contrary and
subject to adjustment as provided in Section 4.4 of this Plan,


 


(a) the
maximum aggregate number of shares of Common Stock that will be available for issuance pursuant to Incentive Stock Options under this
Plan may not exceed the Plan Limit; and


 


(b) the
sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a Non-Employee Director
as compensation for services as a Non-Employee Director during any fiscal year of the Company may not exceed $250,000 (increased
to $350,000 with respect to any Non-Employee Director serving as Chairman of the Board or Lead Independent Director or in the fiscal
year of a Non-Employee Director’s initial service as a Non-Employee Director) (with any compensation that is deferred
counting towards this limit for the year in which the compensation is first earned, and not a later year of settlement).


 






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4.3 Accounting
for Awards. Shares of Common Stock that are issued under this Plan or that are subject to outstanding Awards will be applied to reduce
the maximum number of shares of Common Stock remaining available for issuance under this Plan only to the extent they are used; provided,
however, that the full number of shares of Common Stock subject to a stock-settled Stock Appreciation Right or other Stock-Based
Award will be counted against the shares authorized for issuance under this Plan, regardless of the number of shares actually issued upon
settlement of such Stock Appreciation Right or other Stock-Based Award. Furthermore, any shares of Common Stock withheld to satisfy tax
withholding obligations on Awards issued under this Plan, any shares of Common Stock withheld to pay the exercise price or grant price
of Awards under this Plan and any shares of Common Stock not issued or delivered as a result of the “net exercise” of an outstanding
Option pursuant to Section 6.5 or settlement of a Stock Appreciation Right in shares of Common Stock pursuant to Section 7.6 will not
be counted against the shares of Common Stock authorized for issuance under this Plan and will be available again for grant under this
Plan. Shares of Common Stock subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the
Plan. Any shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award will not
increase the number of shares of Common Stock available for future grant of Awards. Any shares of Common Stock related to Awards granted
under this Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares of Common Stock,
will be available again for grant under this Plan. To the extent permitted by Applicable Law, shares of Common Stock issued in assumption
of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or a Subsidiary pursuant
to Section 20 of this Plan or otherwise will not be counted against shares of Common Stock available for issuance pursuant to this Plan.
The shares of Common Stock available for issuance under this Plan may be authorized and unissued shares or treasury shares.


 


4.4 Adjustments
to Shares and Awards.


 


(a) In
the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or extraordinary dividend (including a spin off) or any other similar change in the
corporate structure or shares of Common Stock the Company, the Committee (or, if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) will make appropriate adjustment or substitutions (which determination
will be conclusive) as to: (i) the number and kind of securities or other property (including cash) available for issuance or payment
under this Plan, including the sub-limits set forth in Section 4.2 of this Plan, and (ii) in order to prevent dilution or enlargement
of the rights of Participants, the number and kind of securities or other property (including cash) subject to outstanding Awards and
the exercise price of outstanding Awards; provided, however, that this Section 4.4 will not limit the authority of the Committee
to take action pursuant to Section 15 of this Plan in the event of a Change in Control. The determination of the Committee as to the foregoing
adjustments and/or substitutions, if any, will be final, conclusive and binding on Participants under this Plan.


 


(b) Notwithstanding
anything else herein to the contrary, without affecting the number of shares of Common Stock reserved or available hereunder, the limits
in Section 4.2 of this Plan, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any
merger, consolidation, acquisition of property or stock or reorganization upon such terms and conditions as it may deem appropriate, subject
to compliance with the rules under Sections 422, 424 and 409A of the Code, as and where applicable.


 






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		5.	Participation.



 


Participants in this Plan
will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute
to the achievement of the objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more
Awards, singly or in combination or in tandem with other Awards, as may be determined by the Committee in its sole discretion. Awards
will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the Grant Date of any
related Award Agreement with the Participant.


 


		6.	Options.



 


6.1 Grant.
An Eligible Recipient may be granted one or more Options under this Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Incentive Stock Options
may be granted solely to eligible Employees of the Company or a Subsidiary. The Committee may designate whether an Option is to be considered
an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any Incentive Stock Option (or portion thereof) granted
under this Plan ceases for any reason to qualify as an “incentive stock option” for purposes of Section 422 of the Code, such
Incentive Stock Option (or portion thereof) will continue to be outstanding for purposes of this Plan but will thereafter be deemed to
be a Non-Statutory Stock Option. Options may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect
to such Eligible Recipient, the underlying shares of Common Stock constitute “service recipient stock” within the meaning
of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code.


 


6.2 Award
Agreement. Each Option grant will be evidenced by an Award Agreement that will specify the exercise price of the Option, the maximum
duration of the Option, the number of shares of Common Stock to which the Option pertains, the conditions upon which an Option will become
vested and exercisable, and such other provisions as the Committee will determine which are not inconsistent with the terms of this Plan.
The Award Agreement also will specify whether the Option is intended to be an Incentive Stock Option or a Non-Statutory Stock Option.


 


6.3 Exercise
Price. The per share price to be paid by a Participant upon exercise of an Option granted pursuant to this Section 6 will be determined
by the Committee in its sole discretion at the time of the Option grant; provided, however, that such price will not be
less than one hundred percent (100%) of the Fair Market Value of one share of Common Stock on the Grant Date (one hundred and ten percent
(110%) of the Fair Market Value if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation
of the Company).


 


6.4 Exercisability
and Duration. An Option will become exercisable at such times and in such installments and upon such terms and conditions as may be
determined by the Committee in its sole discretion at the time of grant, including (a) the achievement of one or more of the Performance
Goals; or that (b) the Participant remain in the continuous employment or service with the Company or a Subsidiary for a certain period;
provided, however, that no Option may be exercisable after ten (10) years from the Grant Date (five (5) years from the Grant
Date in the case of an Incentive Stock Option that is granted to a Participant who owns, directly or indirectly, more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).
Notwithstanding the foregoing, if the exercise of an Option that is exercisable in accordance with its terms is prevented by the provisions
of Section 17 of this Plan, the Option will remain exercisable until thirty (30) days after the date such exercise first would no longer
be prevented by such provisions, but in any event no later than the expiration date of such Option.


 






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6.5 Payment
of Exercise Price.


 


(a) The
total purchase price of the shares of Common Stock to be purchased upon exercise of an Option will be paid entirely in cash (including
check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions
established by the Committee, may allow such payments to be made, in whole or in part, by (i) tender of a Broker Exercise Notice; (ii)
by tender, either by actual delivery or attestation as to ownership, of Previously Acquired Shares; (iii) a “net exercise”
of the Option (as further described in paragraph (b), below); (iv) by a combination of such methods; or (v) any other method approved
or accepted by the Committee in its sole discretion. Notwithstanding any other provision of this Plan to the contrary, no Participant
who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act will be
permitted to make payment with respect to any Awards granted under this Plan, or continue any extension of credit with respect to such
payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


(b) In
the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of the Option from
the Participant but will reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that
has a Fair Market Value on the exercise date that does not exceed the aggregate exercise price for the shares exercised under this method.
Shares of Common Stock will no longer be outstanding under an Option (and will therefore not thereafter be exercisable) following the
exercise of such Option to the extent of (i) shares used to pay the exercise price of an Option under the “net exercise,”
(ii) shares actually delivered to the Participant as a result of such exercise and (iii) any shares withheld for purposes of tax
withholding pursuant to Section 14 of this Plan.


 


(c) For
purposes of such payment, Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on
the exercise date of the Option.


 


6.6 Manner
of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained
in this Plan and in the Award Agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through
the mail of written notice of exercise to the Company at its principal executive office (or to the Company’s designee as may be
established from time to time by the Company and communicated to Participants) and by paying in full the total exercise price for the
shares of Common Stock to be purchased in accordance with Section 6.5 of this Plan.


 


		7.	Stock Appreciation Rights.



 


7.1 Grant.
An Eligible Recipient may be granted one or more Stock Appreciation Rights under this Plan, and such Stock Appreciation Rights will be
subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its
sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with
respect to such Eligible Recipient, the underlying shares of Common Stock constitute “service recipient stock” within the
meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code.


 


7.2 Award
Agreement. Each Stock Appreciation Right will be evidenced by an Award Agreement that will specify the grant price of the Stock Appreciation
Right, the term of the Stock Appreciation Right, and such other provisions as the Committee will determine which are not inconsistent
with the terms of this Plan.


 






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7.3 Grant
Price. The grant price of a Stock Appreciation Right will be determined by the Committee, in its discretion, at the Grant Date; provided,
however, that such price may not be less than one hundred percent (100%) of the Fair Market Value of one share of Common Stock
on the Grant Date.


 


7.4 Exercisability
and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the
Committee in its sole discretion at the time of grant; provided, however, that no Stock Appreciation Right may be exercisable
after ten (10) years from its Grant Date. Notwithstanding the foregoing, if the exercise of a Stock Appreciation Right that is exercisable
in accordance with its terms is prevented by the provisions of Section 17 of this Plan, the Stock Appreciation Right will remain exercisable
until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than
the expiration date of such Stock Appreciation Right.


 


7.5 Manner
of Exercise. A Stock Appreciation Right will be exercised by giving notice in the same manner as for Options, as set forth in Section
6.6 of this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by
the Committee in its sole discretion.


 


7.6 Settlement.
Upon the exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying:


 


(a) The
excess of the Fair Market Value of a share of Common Stock on the date of exercise over the per share grant price; by


 


(b) The
number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.


 


7.7 Form
of Payment. Payment, if any, with respect to a Stock Appreciation Right settled in accordance with Section 7.6 of this Plan will be
made in accordance with the terms of the applicable Award Agreement, in cash, shares of Common Stock or a combination thereof, as the
Committee determines.


 


		8.	Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units.



 


8.1 Grant.
An Eligible Recipient may be granted one or more Restricted Stock Awards, Restricted Stock Units or Deferred Stock Units under this Plan,
and such Awards will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined
by the Committee in its sole discretion. Restricted Stock Units will be similar to Restricted Stock Awards except that no shares of Common
Stock are actually awarded to the Participant on the Grant Date of the Restricted Stock Units. Restricted Stock Units and Deferred Stock
Units will be denominated in shares of Common Stock but paid in cash, shares of Common Stock or a combination of cash and shares of Common
Stock as the Committee, in its sole discretion, will determine, and as provided in the Award Agreement.


 


8.2 Award
Agreement. Each Restricted Stock Award, Restricted Stock Unit or Deferred Stock Unit grant will be evidenced by an Award Agreement
that will specify the type of Award, the period(s) of restriction, the number of shares of restricted Common Stock, or the number of Restricted
Stock Units or Deferred Stock Units granted, and such other provisions as the Committee will determine that are not inconsistent with
the terms of this Plan.


 


8.3 Conditions
and Restrictions. Subject to the terms and conditions of this Plan, the Committee will impose such conditions or restrictions on a
Restricted Stock Award, Restricted Stock Units or Deferred Stock Units granted pursuant to this Plan as it may deem advisable including
a requirement that Participants pay a stipulated purchase price for each share of Common Stock underlying a Restricted Stock Award, Restricted
Stock Unit or Deferred Stock Unit, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting
following the attainment of the Performance Goals, time-based restrictions, restrictions under Applicable Laws or holding requirements
or sale restrictions placed on the shares of Common Stock by the Company upon vesting of such Restricted Stock Award, Restricted Stock
Units or Deferred Stock Units.


 






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8.4 Voting
Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted
or required by Applicable Law, as determined by the Committee, Participants holding a Restricted Stock Award granted hereunder will be
granted the right to exercise full voting rights with respect to the shares of Common Stock underlying such Restricted Stock Award during
the Period of Restriction. A Participant will have no voting rights with respect to any Restricted Stock Units or Deferred Stock Units
granted hereunder.


 


8.5 Dividend
Rights.


 


(a) Unless
otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable
Law, as determined by the Committee, Participants holding a Restricted Stock Award granted hereunder will have the same dividend rights
as the Company’s other stockholders. Notwithstanding the foregoing any such dividends as to a Restricted Stock Award that is subject
to vesting requirements will be subject to forfeiture and termination to the same extent as the Restricted Stock Award to which such dividends
relate and the Award Agreement may require that any cash dividends be reinvested in additional shares of Common Stock subject to the Restricted
Stock Award and subject to the same conditions and restrictions as the Restricted Stock Award with respect to which the dividends were
paid. In no event will dividends with respect to Restricted Stock Awards that are subject to vesting be paid or distributed until the
vesting provisions of such Restricted Stock Award lapse.


 


(b) Unless
otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable
Law, as determined by the Committee, prior to settlement or forfeiture, any Restricted Stock Units or Deferred Stock Unit awarded under
this Plan may, at the Committee’s discretion, carry with it a right to Dividend Equivalents. Such right entitles the Participant
to be credited with an amount equal to all cash dividends paid on one share of Common Stock while the Restricted Stock Unit or Deferred
Stock Unit is outstanding. Dividend Equivalents may be converted into additional Restricted Stock Units or Deferred Stock Units and may
(and will, to the extent required below) be made subject to the same conditions and restrictions as the Restricted Stock Units or Deferred
Stock Units to which they attach. Settlement of Dividend Equivalents may be made in the form of cash, in the form of shares of Common
Stock, or in a combination of both. Dividend Equivalents as to Restricted Stock Units or Deferred Stock Units will be subject to forfeiture
and termination to the same extent as the corresponding Restricted Stock Units or Deferred Stock Units as to which the Dividend Equivalents
relate. In no event will Participants holding Restricted Stock Units or Deferred Stock Units be entitled to receive any Dividend Equivalents
on such Restricted Stock Units or Deferred Stock Units until the vesting provisions of such Restricted Stock Units or Deferred Stock Units
lapse.


 


8.6 Enforcement
of Restrictions. To enforce the restrictions referred to in this Section 8, the Committee may place a legend on the stock certificates
representing Restricted Stock Awards referring to such restrictions and may require the Participant, until the restrictions have lapsed,
to keep the stock certificates, together with duly endorsed stock powers, in the custody of the Company or its transfer agent, or to maintain
evidence of stock ownership, together with duly endorsed stock powers, in a certificateless book entry stock account with the Company’s
transfer agent. Alternatively, Restricted Stock Awards may be held in non-certificated form pursuant to such terms and conditions as the
Company may establish with its registrar and transfer agent or any third-party administrator designated by the Company to hold Restricted
Stock Awards on behalf of Participants.


 






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8.7 Lapse
of Restrictions; Settlement. Except as otherwise provided in this Plan, including without limitation this Section 8 and 16.4 of this
Plan, shares of Common Stock underlying a Restricted Stock Award will become freely transferable by the Participant after all conditions
and restrictions applicable to such shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations).
Upon the vesting of a Restricted Stock Unit, the Restricted Stock Unit will be settled, subject to the terms and conditions of the applicable
Award Agreement, (a) in cash, based upon the Fair Market Value of the vested underlying shares of Common Stock, (b) in shares of Common
Stock or (c) a combination thereof, as provided in the Award Agreement, except to the extent that a Participant has properly elected to
defer income that may be attributable to a Restricted Stock Unit under a Company deferred compensation plan or arrangement.


 


8.8 Section
83(b) Election for Restricted Stock Award. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to
a Restricted Stock Award, the Participant must file, within thirty (30) days following the Grant Date of the Restricted Stock Award, a
copy of such election with the Company and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the
Code. The Committee may provide in the Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making
or refraining from making an election with respect to the award under Section 83(b) of the Code.


 


		9.	Performance Awards.



 


9.1 Grant.
An Eligible Recipient may be granted one or more Performance Awards under this Plan, and such Awards will be subject to such terms and
conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion, including
the achievement of one or more Performance Goals.


 


9.2 Award
Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify the amount of cash, shares of Common Stock,
other Awards, or combination of both to be received by the Participant upon payout of the Performance Award, any Performance Goals upon
which the Performance Award is subject, any Performance Period during which any Performance Goals must be achieved and such other provisions
as the Committee will determine which are not inconsistent with the terms of this Plan.


 


9.3 Vesting.
Subject to the terms of this Plan, the Committee may impose such restrictions or conditions, not inconsistent with the provisions of this
Plan, to the vesting of such Performance Awards as it deems appropriate, including the achievement of one or more of the Performance Goals.


 


9.4 Earning
of Performance Award Payment. Subject to the terms of this Plan and the Award Agreement, after the applicable Performance Period has
ended, the holder of Performance Awards will be entitled to receive payout on the value and number of Performance Awards earned by the
Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals have
been achieved and such other restrictions or conditions imposed on the vesting and payout of the Performance Awards has been satisfied.


 






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9.5 Form
and Timing of Performance Award Payment. Subject to the terms of this Plan, after the applicable Performance Period has ended, the
holder of Performance Awards will be entitled to receive payment on the value and number of Performance Awards earned by the Participant
over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals have been achieved.
Payment of earned Performance Awards will be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms
of this Plan, the Committee, in its sole discretion, may pay earned Performance Awards in the form of cash, in shares of Common Stock
or other Awards (or in a combination thereof) equal to the value of the earned Performance Awards at the close of the applicable Performance
Period. Payment of any Performance Award will be made as soon as practicable after the Committee has determined the extent to which the
applicable Performance Goals have been achieved and not later than the fifteenth (15th) day of the third (3rd) month
immediately following the later of the end of the Company’s fiscal year in which the Performance Period ends and any additional
vesting restrictions are satisfied or the end of the calendar year in which the Performance Period ends and any additional vesting restrictions
are satisfied, except to the extent that a Participant has properly elected to defer payment that may be attributable to a Performance
Award under a Company deferred compensation plan or arrangement. The determination of the Committee with respect to the form and time
of payment of Performance Awards will be set forth in the Award Agreement pertaining to the grant of the Performance Award. Any shares
of Common Stock or other Awards issued in payment of earned Performance Awards may be granted subject to any restrictions deemed appropriate
by the Committee, including that the Participant remain in the continuous employment or service with the Company or a Subsidiary for a
certain period.


 


9.6 Evaluation
of Performance. The Committee may provide in any such Award Agreement including Performance Goals that any evaluation of performance
may include or exclude any of the following events that occurs during a Performance Period: (a) items related to a change in accounting
principles; (b) items relating to financing activities; (c) expenses for restructuring or productivity initiatives; (d) other non-operating
items; (e) items related to acquisitions; (f) items attributable to the business operations of any entity acquired by the Company during
the Performance Period; (g) items related to the disposal of a business or segment of a business; (h) items related to discontinued operations
that do not qualify as a segment of a business under applicable accounting standards; (i) items attributable to any stock dividend, stock
split, combination or exchange of stock occurring during the Performance Period; (j) any other items of significant income or expense
which are determined to be appropriate adjustments; (k) items relating to unusual or extraordinary corporate transactions, events or developments;
(l) items related to amortization of acquired intangible assets; (m) items that are outside the scope of the Company’s core, on-going
business activities; (n) items related to acquired in-process research and development; (o) items relating to changes in tax laws; (p) items
relating to major licensing or partnership arrangements; (q) items relating to asset impairment charges; (r) items relating to gains or
losses for litigation, arbitration and contractual settlements; (s) foreign exchange gains and losses; or (t) items relating to any other
unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.


 


9.7 Adjustment
of Performance Goals, Performance Periods or other Vesting Criteria. The Committee may amend or modify the vesting criteria (including
any Performance Goals or Performance Periods) of any outstanding Awards based in whole or in part on the financial performance of the
Company (or any Subsidiary or division, business unit or other sub-unit thereof) in recognition of unusual or nonrecurring events (including
the events described in Sections 9.6 or 4.4(a) of this Plan) affecting the Company or the financial statements of the Company or of changes
in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order
to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The
determination of the Committee as to the foregoing adjustments, if any, will be final, conclusive and binding on Participants under this
Plan.


 


9.8 Dividend
Rights. Participants holding Performance Awards granted under this Plan will not receive any cash dividends or Dividend Equivalents
based on the dividends declared on shares of Common Stock that are subject to such Performance Awards during the period between the date
that such Performance Awards are granted and the date such Performance Awards are settled.


 






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		10.	Non-Employee Director Awards.



 


10.1 Automatic
and Non-Discretionary Awards to Non-Employee Directors. Subject to such terms and conditions, consistent with the other provisions
of this Plan, the Committee at any time and from time to time may approve resolutions providing for the automatic grant to Non-Employee
Directors of Non-Employee Director Awards granted under this Plan and may grant to Non-Employee Directors such discretionary Non-Employee
Director Awards on such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee
in its sole discretion, and set forth in an applicable Award Agreement.


 


10.2 Deferral
of Award Payment; Election to Receive Award in Lieu of Retainers. The Committee may permit Non-Employee Directors the opportunity
to defer the payment of an Award pursuant to such terms and conditions as the Committee may prescribe from time to time. In addition,
the Committee may permit Non-Employee Directors to elect to receive, pursuant to the procedures established by the Board or a committee
of the Board, all or any portion of their annual retainers, meeting fees, or other fees in Restricted Stock, Restricted Stock Units, Deferred
Stock Units or other Stock-Based Awards as contemplated by this Plan in lieu of cash.


 


		11.	Other Stock-Based Awards.



 


11.1 Other
Stock-Based Awards. Subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined
by the Committee in its sole discretion, the Committee may grant Other Stock-Based Awards to Eligible Recipients not otherwise described
by the terms of this Plan (including the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to
such terms and conditions as the Committee will determine. Such Awards may involve the transfer of actual shares of Common Stock to Participants
as a bonus or in lieu of obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements,
or payment in cash or otherwise of amounts based on the value of shares of Common Stock, and may include Awards designed to comply with
or take advantage of the applicable local laws of jurisdictions other than the United States.


 


11.2 Value
of Other Stock-Based Awards. Each Other Stock-Based Award will be expressed in terms of shares of Common Stock or units based on shares
of Common Stock, as determined by the Committee. The Committee may establish Performance Goals in its discretion for any Other Stock-Based
Award. If the Committee exercises its discretion to establish Performance Goals for any such Awards, the number or value of Other Stock-Based
Awards that will be paid out to the Participant will depend on the extent to which the Performance Goals are met.


 


11.3 Payment
of Other Stock-Based Awards. Payment, if any, with respect to an Other Stock-Based Award will be made in accordance with the terms
of the Award, in cash or shares of Common Stock for any Other Stock-Based Award, as the Committee determines, except to the extent that
a Participant has properly elected to defer payment that may be attributable to an Other Stock-Based Award under a Company deferred compensation
plan or arrangement.


 


		12.	Dividend Equivalents.



 


Subject to the provisions
of this Plan and any Award Agreement, any Participant selected by the Committee may be granted Dividend Equivalents based on the dividends
declared on shares of Common Stock that are subject to any Award (including any Award that has been deferred), to be credited as of dividend
payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests, settles, is paid or
expires, as determined by the Committee. Such Dividend Equivalents will be converted to cash or additional shares of Common Stock by such
formula and at such time and subject to such limitations as may be determined by the Committee and the Committee may provide that such
amounts (if any) will be deemed to have been reinvested in additional shares of Common Stock or otherwise reinvested. Notwithstanding
the foregoing, the Committee may not grant Dividend Equivalents based on the dividends declared on shares of Common Stock that are subject
to an Option or Stock Appreciation Right or unvested Performance Awards; and further, no dividend or Dividend Equivalents will be paid
out with respect to any unvested Awards.


 






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		13.	Effect of Termination of Employment or Other Service.



 


13.1 Termination
Due to Cause. Unless otherwise expressly provided by the Committee in its sole discretion in an Award Agreement or the terms of an
Individual Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates or a plan or policy of the Company
applicable to the Participant specifically provides otherwise, and subject to Sections 13.4 and 13.5 of this Plan, in the event a Participant’s
employment or other service with the Company and all Subsidiaries is terminated for Cause:


 


(a) All
outstanding Options and Stock Appreciation Rights held by the Participant as of the effective date of such termination will be immediately
terminated and forfeited;


 


(b) All
outstanding but unvested Restricted Stock Awards, Restricted Stock Units, Performance Awards and Other Stock-Based Awards held by the
Participant as of the effective date of such termination will be terminated and forfeited; and


 


(c) All
other outstanding Awards to the extent not vested will be immediately terminated and forfeited.


 


13.2 Termination
Due to Death, Disability or Retirement. Unless otherwise expressly provided by the Committee in its sole discretion in an Award Agreement
between the Participant and the Company or one of its Subsidiaries or Affiliates or the terms of an Individual Agreement or a plan or
policy of the Company applicable to the Participant specifically provides otherwise, and subject to Sections 13.4, 13.5 and 15 of this
Plan, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of
death or Disability of a Participant, or in the case of a Participant that is an Employee, Retirement:


 


(a) All
outstanding Options (excluding Non-Employee Director Options in the case of Retirement) and Stock Appreciation Rights held by the Participant
as of the effective date of such termination or Retirement will, to the extent exercisable as of the date of such termination or Retirement,
remain exercisable for a period of one (1) year after the date of such termination or Retirement (but in no event after the expiration
date of any such Option or Stock Appreciation Right) and Options and Stock Appreciation Rights not exercisable as of the date of such
termination or Retirement will be terminated and forfeited;


 


(b) All
outstanding unvested Restricted Stock Awards held by the Participant as of the effective date of such termination or Retirement will be
terminated and forfeited; and


 


(c) All
outstanding unvested Restricted Stock Units, Performance Awards, and Other Stock-Based Awards held by the Participant as of the effective
date of such termination or Retirement will be terminated and forfeited; provided, however, that with respect to any such
Awards the vesting of which is based on the achievement of Performance Goals, if a Participant’s employment or other service with
the Company or any Subsidiary, as the case may be, is terminated prior to the end of the Performance Period of such Award, but after the
conclusion of a portion of the Performance Period (but in no event less than one year), the Committee may, in its sole discretion, cause
shares of Common Stock to be delivered or payment made (except to the extent that a Participant has properly elected to defer income that
may be attributable to such Award under a Company deferred compensation plan or arrangement) with respect to the Participant’s Award,
but only if otherwise earned for the entire Performance Period and only with respect to the portion of the applicable Performance Period
completed at the date of such event, with proration based on the number of months or years that the Participant was employed or performed
services during the Performance Period. The Committee will consider the provisions of Section 13.5 of this Plan and will have the discretion
to consider any other fact or circumstance in making its decision as to whether to deliver such shares of Common Stock or other payment,
including whether the Participant again becomes employed.


 






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13.3 Termination
for Reasons Other than Death, Disability or Retirement. Unless otherwise expressly provided by the Committee in its sole discretion
in an Award Agreement or the terms of an Individual Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates
or a plan or policy of the Company applicable to the Participant specifically provides otherwise, and subject to Sections 13.4, 13.5 and
15 of this Plan, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated for
any reason other than for Cause or death or Disability of a Participant, or in the case of a Participant that is an Employee, Retirement:


 


(a) All
outstanding Options (including Non-Employee Director Options) and Stock Appreciation Rights held by the Participant as of the effective
date of such termination will, to the extent exercisable as of such termination, remain exercisable for a period of three (3) months after
such termination (but in no event after the expiration date of any such Option or Stock Appreciation Right) and Options and Stock Appreciation
Rights not exercisable as of such termination will be terminated and forfeited. If the Participant dies within the three (3) month period
referred to in the preceding sentence, the Option or Stock Appreciation Right may be exercised by those entitled to do so under the Participant’s
will or by the laws of descent and distribution within a period of one (1) year following the Participant’s death (but in no event
after the expiration date of any such Option or Stock Appreciation Right).


 


(b) All
outstanding unvested Restricted Stock Awards held by the Participant as of the effective date of such termination will be terminated and
forfeited;


 


(c) All
outstanding unvested Restricted Stock Units, Performance Awards, and Other Stock-Based Awards held by the Participant as of the effective
date of such termination will be terminated and forfeited; provided, however, that with respect to any such Awards the vesting
of which is based on the achievement of Performance Goals, if a Participant’s employment or other service with the Company or any
Subsidiary, as the case may be, is terminated by the Company without Cause prior to the end of the Performance Period of such Award, but
after the conclusion of a portion of the Performance Period (but in no event less than one year), the Committee may, in its sole discretion,
cause Shares to be delivered or payment made (except to the extent that a Participant has properly elected to defer income that may be
attributable to such Award under a Company deferred compensation plan or arrangement) with respect to the Participant’s Award, but
only if otherwise earned for the entire Performance Period and only with respect to the portion of the applicable Performance Period completed
at the date of such event, with proration based on the number of months or years that the Participant was employed or performed services
during the Performance Period.


 






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13.4 Modification
of Rights upon Termination. Notwithstanding the other provisions of this Section 13, upon a Participant’s termination of employment
or other service with the Company or any Subsidiary, as the case may be, the Committee may, in its sole discretion (which may be exercised
at any time on or after the Grant Date, including following such termination) cause Options or Stock Appreciation Rights (or any part
thereof) held by such Participant as of the effective date of such termination to terminate, become or continue to become exercisable
or remain exercisable following such termination of employment or service, and Restricted Stock, Restricted Stock Units, Deferred Stock
Units, Performance Awards, Non-Employee Director Awards, and Other Stock-Based Awards held by such Participant as of the effective date
of such termination to terminate, vest or become free of restrictions and conditions to payment, as the case may be, following such termination
of employment or service, in each case in the manner determined by the Committee; provided, however, that (a) no Option
or Stock Appreciation Right may remain exercisable beyond its expiration date; and (b) any such action by the Committee adversely affecting
any outstanding Award will not be effective without the consent of the affected Participant (subject to the right of the Committee to
take whatever action it deems appropriate under Section 4.4, 13.5, 15 or 19 of this Plan).


 


13.5 Additional
Forfeiture Events.


 


(a) Effect
of Actions Constituting Cause or Adverse Action. Notwithstanding anything in this Plan to the contrary and in addition to the other
rights of the Committee under this Plan, including this Section 13.5, if a Participant is determined by the Committee, acting in its sole
discretion, to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year after the termination
of employment or other service with the Company or a Subsidiary, irrespective of whether such action or the Committee’s determination
occurs before or after termination of such Participant’s employment or other service with the Company or any Subsidiary and irrespective
of whether or not the Participant was terminated as a result of such Cause or Adverse Action, (i) all rights of the Participant under
this Plan and any Award Agreements evidencing an Award then held by the Participant will terminate and be forfeited without notice of
any kind, and (ii) the Committee in its sole discretion will have the authority to rescind the exercise, vesting or issuance of, or payment
in respect of, any Awards of the Participant that were exercised, vested or issued, or as to which such payment was made, and to require
the Participant to pay to the Company, within ten (10) days of receipt from the Company of notice of such rescission, any amount received
or the amount of any gain realized as a result of such rescinded exercise, vesting, issuance or payment (including any dividends paid
or other distributions made with respect to any shares of Common Stock subject to any Award). The Company may defer the exercise of any
Option or Stock Appreciation Right for a period of up to six (6) months after receipt of the Participant’s written notice of exercise
or the issuance of share certificates upon the vesting of any Award for a period of up to six (6) months after the date of such vesting
in order for the Committee to make any determination as to the existence of Cause or an Adverse Action. The Company will be entitled to
withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the
Company or a Subsidiary) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligations. Unless
otherwise provided by the Committee in an applicable Award Agreement, this Section 13.5(a) will not apply to any Participant following
a Change in Control.


 


(b) Forfeiture
or Clawback of Awards Under Applicable Law and Company Policy. If the Company is required to prepare an accounting restatement due
to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities
laws, then any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of
2002 will reimburse the Company for the amount of any Award received by such individual under this Plan during the 12-month period following
the first public issuance or filing with the Securities and Exchange Commission, as the case may be, of the financial document embodying
such financial reporting requirement. The Company also may seek to recover any Award made as required by the provisions of the Dodd-Frank
Wall Street Reform and Consumer Protection Act or any other clawback, forfeiture or recoupment provision required by Applicable Law or
under the requirements of any stock exchange or market upon which the shares of Common Stock are then listed or traded. In addition, all
Awards under this Plan will be subject to forfeiture or other penalties pursuant to any clawback or forfeiture policy of the Company,
as in effect from time to time, and such forfeiture and/or penalty conditions or provisions as determined by the Committee and set forth
in the applicable Award Agreement.


 






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		14.	Payment of Withholding Taxes.



 


14.1 General
Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be
due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all amounts the
Company reasonably determines are necessary to satisfy any and all federal, foreign, state and local withholding and employment related
tax requirements attributable to an Award, including the grant, exercise, vesting or settlement of, or payment of dividends with respect
to, an Award or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant
promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock,
with respect to an Award. When withholding shares of Common Stock for taxes is effected under this Plan, it will be withheld only up to
an amount based on the maximum statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will
not trigger a negative accounting impact on the Company.


 


14.2 Special
Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant
to satisfy, in whole or in part, any withholding or employment related tax obligation described in Section 14.1 of this Plan by withholding
shares of Common Stock underlying an Award, by electing to tender, or by attestation as to ownership of, Previously Acquired Shares, by
delivery of a Broker Exercise Notice or a combination of such methods. For purposes of satisfying a Participant’s withholding or
employment-related tax obligation, shares of Common Stock withheld by the Company or Previously Acquired Shares tendered or covered by
an attestation will be valued at their Fair Market Value on the Tax Date.


 


		15.	Change in Control.



 


15.1 Definition
of Change in Control. Unless otherwise provided in an Award Agreement or Individual Agreement between the Participant and the Company
or one of its Subsidiaries or Affiliates, a “Change in Control” will mean the occurrence of any of the following:


 


(a) The
acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or
more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition
by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any
entity with respect to which, following such acquisition, more than fifty percent (50%) of, respectively, the then outstanding equity
of such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election
of all or substantially all of the members of such entity's governing body is then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately
prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then
outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors, as the case may be; or


 






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(b) The
consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all
of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately
prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than fifty percent (50%) of, respectively, 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 corporation
resulting from such reorganization, merger or consolidation; or


 


(c) a
complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.


 


15.2 Effect
of Change in Control. Subject to the terms of the applicable Award Agreement or an Individual Agreement, in the event of a Change
in Control, the Committee (as constituted prior to such Change in Control) may, in its discretion:


 


(a) require
that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some
or all of the shares of Common Stock subject to an outstanding Award, with an appropriate and equitable adjustment to such Award as shall
be determined by the Board in accordance with Section 4.4;


 


(b) provide
that (i) some or all outstanding Options shall become exercisable in full or in part, either immediately or upon a subsequent termination
of employment, (ii) the restrictions or vesting applicable to some or all outstanding Restricted Stock Awards and Restricted Stock Units
shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the Performance Period applicable
to some or all outstanding Awards shall lapse in full or in part, and/or (iv) the Performance Goals applicable to some or all outstanding
Awards shall be deemed to be satisfied at the target or any other level; and/or


 


(c) require
outstanding Awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company,
and to provide for the holder to receive (A) a cash payment in an amount determined pursuant to Section 15.3 below; (B) shares of capital
stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation
thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of
cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.


 


15.3 Alternative
Treatment of Incentive Awards. In connection with a Change in Control, the Committee in its sole discretion, either in an Award Agreement
at the time of grant of an Award or at any time after the grant of such an Award, in lieu of providing a substitute award to a Participant
pursuant to Section 15.2(a), may determine that any or all outstanding Awards granted under the Plan, whether or not exercisable or vested,
as the case may be, will be canceled and terminated and that in connection with such cancellation and termination the holder of such Award
will receive for each share of Common Stock subject to such Award a cash payment (or the delivery of shares of stock, other securities
or a combination of cash, stock and securities with a fair market value (as determined by the Committee in good faith) equivalent to such
cash payment) equal to the difference, if any, between the consideration received by stockholders of the Company in respect of a share
of Common Stock in connection with such Change in Control and the purchase price per share, if any, under the Award, multiplied by the
number of shares of Common Stock subject to such Award (or in which such Award is denominated); provided, however, that
if such product is zero ($0) or less or to the extent that the Award is not then exercisable, the Award may be canceled and terminated
without payment therefor. If any portion of the consideration pursuant to a Change in Control may be received by holders of shares of
Common Stock on a contingent or delayed basis, the Committee may, in its sole discretion, determine the fair market value per share of
such consideration as of the time of the Change in Control on the basis of the Committee’s good faith estimate of the present value
of the probable future payment of such consideration. Notwithstanding the foregoing, any shares of Common Stock issued pursuant to an
Award that immediately prior to the effectiveness of the Change in Control are subject to no further restrictions pursuant to the Plan
or an Award Agreement (other than pursuant to the securities laws) will be deemed to be outstanding shares of Common Stock and receive
the same consideration as other outstanding shares of Common Stock in connection with the Change in Control.


 






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15.4 Limitation
on Change in Control Payments. Notwithstanding anything in this Section 15 to the contrary, if, with respect to a Participant, the
acceleration of the vesting of an Award or the payment of cash in exchange for all or part of a Stock-Based Award (which acceleration
or payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments”
that such Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group”
(as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute
a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the “payments” to such Participant
pursuant to Section 15.2 or Section 15.3 of this Plan will be reduced (or acceleration of vesting eliminated) to the largest amount as
will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code; provided,
however, that such reduction will be made only if the aggregate amount of the payments after such reduction exceeds the difference
between (a) the amount of such payments absent such reduction minus (b) the aggregate amount of the excise tax imposed under Section
4999 of the Code attributable to any such excess parachute payments; and provided, further that such payments will be reduced (or
acceleration of vesting eliminated) by first eliminating vesting of Options with an exercise price above the then Fair Market Value of
a share of Common Stock that have a positive value for purposes of Section 280G of the Code, followed by reducing or eliminating payments
or benefits pro rata among Awards that are deferred compensation subject to Section 409A of the Code, and, if a further reduction is necessary,
by reducing or eliminating payments or benefits pro rata among Awards that are not subject to Section 409A of the Code. Notwithstanding
the foregoing sentence, if a Participant is subject to a separate agreement with the Company or a Subsidiary that expressly addresses
the potential application of Section 280G or 4999 of the Code, then this Section 15.4 will not apply and any “payments” to
a Participant pursuant to Section 15 of this Plan will be treated as “payments” arising under such separate agreement; provided,
however, such separate agreement may not modify the time or form of payment under any Award that constitutes deferred compensation
subject to Section 409A of the Code if the modification would cause such Award to become subject to the adverse tax consequences specified
in Section 409A of the Code.


 


15.5 Exceptions.
Notwithstanding anything in this Section 15 to the contrary, individual Award Agreements or Individual Agreements between a Participant
and the Company or one of its Subsidiaries or Affiliates may contain provisions with respect to vesting, payment or treatment of Awards
upon the occurrence of a Change in Control, and the terms of any such Award Agreement or Individual Agreement will govern to the extent
of any inconsistency with the terms of this Section 15. The Committee will not be obligated to treat all Awards subject to this Section
15 in the same manner. The timing of any payment under this Section 15 may be governed by any election to defer receipt of a payment made
under a Company deferred compensation plan or arrangement.


 






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		16.	Rights of Eligible Recipients and Participants; Transferability.



 


16.1 Employment.
Nothing in this Plan or an Award Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate
the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant
any right to continue employment or other service with the Company or any Subsidiary.


 


16.2 No
Rights to Awards. No Participant or Eligible Recipient will have any claim to be granted any Award under this Plan.


 


16.3 Rights
as a Stockholder. Except as otherwise provided in the Award Agreement, a Participant will have no rights as a stockholder with respect
to shares of Common Stock covered by any Stock-Based Award unless and until the Participant becomes the holder of record of such shares
of Common Stock and then subject to any restrictions or limitations as provided herein or in the Award Agreement.


 


16.4 Restrictions
on Transfer.


 


(a) Except
pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by subsections (b) and (c) below,
no right or interest of any Participant in an Award prior to the exercise (in the case of Options or Stock Appreciation Rights) or vesting,
issuance or settlement of such Award will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant,
either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise.


 


(b) A
Participant will be entitled to designate a beneficiary to receive an Award upon such Participant’s death, and in the event of such
Participant’s death, payment of any amounts due under this Plan will be made to, and exercise of any Options or Stock Appreciation
Rights (to the extent permitted pursuant to Section 13 of this Plan) may be made by, such beneficiary. If a deceased Participant has failed
to designate a beneficiary, or if a beneficiary designated by the Participant fails to survive the Participant, payment of any amounts
due under this Plan will be made to, and exercise of any Options or Stock Appreciation Rights (to the extent permitted pursuant to Section
13 of this Plan) may be made by, the Participant’s legal representatives, heirs and legatees. If a deceased Participant has designated
a beneficiary and such beneficiary survives the Participant but dies before complete payment of all amounts due under this Plan or exercise
of all exercisable Options or Stock Appreciation Rights, then such payments will be made to, and the exercise of such Options or Stock
Appreciation Rights may be made by, the legal representatives, heirs and legatees of the beneficiary.


 


(c) Upon
a Participant’s request, the Committee may, in its sole discretion, permit a transfer of all or a portion of a Non-Statutory Stock
Option, other than for value, to such Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, any person
sharing such Participant’s household (other than a tenant or employee), a trust in which any of the foregoing have more than fifty
percent (50%) of the beneficial interests, a foundation in which any of the foregoing (or the Participant) control the management of assets,
and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests. Any permitted
transferee will remain subject to all the terms and conditions applicable to the Participant prior to the transfer. A permitted transfer
may be conditioned upon such requirements as the Committee may, in its sole discretion, determine, including execution or delivery of
appropriate acknowledgements, opinion of counsel, or other documents by the transferee.


 






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(d) The
Committee may impose such restrictions on any shares of Common Stock acquired by a Participant under this Plan as it may deem advisable,
including minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock
exchange or market upon which the Common Stock is then listed or traded, or under any blue sky or state securities laws applicable to
such shares or the Company’s insider trading policy.


 


16.5 Non-Exclusivity
of this Plan. Nothing contained in this Plan is intended to modify or rescind any previously approved compensation plans or programs
of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements
as the Board may deem necessary or desirable.


 


		17.	Securities Law and Other Restrictions.



 


17.1 Non-Registered
Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the
Securities Act or any applicable state or foreign securities laws and the Company has no obligation to any Participant to register the
Common Stock or to assist the Participant in obtaining an exemption from the various registration requirements, or to list the Common
Stock on a national securities exchange or any other trading or quotation system.


 


17.2 Securities
Law Restrictions. Notwithstanding any other provision of this Plan or any Award Agreements entered into pursuant to this Plan, the
Company will not be required to issue any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or
otherwise dispose of shares of Common Stock issued pursuant to Awards granted under this Plan, unless (a) there is in effect with respect
to such shares a registration statement under the Securities Act and any applicable securities laws of a state or foreign jurisdiction
or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been
obtained any other consent, approval or permit from any other U.S. or foreign regulatory body which the Committee, in its sole discretion,
deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements
from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary
or advisable by the Company in order to comply with such securities law or other restrictions.


 


		18.	Deferred Compensation; Compliance with Section 409A.



 


It is intended that all Awards
issued under this Plan be in a form and administered in a manner that will comply with the requirements of Section 409A of the Code, or
the requirements of an exception to Section 409A of the Code, and the Award Agreements and this Plan will be construed and administered
in a manner that is consistent with and gives effect to such intent. The Committee is authorized to adopt rules or regulations deemed
necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A of the Code. With respect
to an Award that constitutes a deferral of compensation subject to Code Section 409A: (a) if any amount is payable under such Award upon
a termination of service, a termination of service will be treated as having occurred only at such time the Participant has experienced
a Separation from Service; (b) if any amount is payable under such Award upon a Disability, a Disability will be treated as having occurred
only at such time the Participant has experienced a “disability” as such term is defined for purposes of Code Section 409A;
(c) if any amount is payable under such Award on account of the occurrence of a Change in Control, a Change in Control will be treated
as having occurred only at such time a “change in the ownership or effective control of the corporation or in the ownership of a
substantial portion of the assets of the corporation” as such terms are defined for purposes of Code Section 409A, (d) if any amount
becomes payable under such Award on account of a Participant’s Separation from Service at such time as the Participant is a “specified
employee” within the meaning of Code Section 409A, then no payment will be made, except as permitted under Code Section 409A, prior
to the first business day after the earlier of (i) the date that is six months after the date of the Participant’s Separation from
Service or (ii) the Participant’s death, and (e) no amendment to or payment under such Award will be made except and only to the
extent permitted under Code Section 409A.


 






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		19.	Amendment, Modification and Termination.



 


19.1 Generally.
Subject to other subsections of this Section 19 and Sections 3.4 and 19.3 of this Plan, the Board at any time may suspend or terminate
this Plan (or any portion thereof) or terminate any outstanding Award Agreement and the Committee, at any time and from time to time,
may amend this Plan or amend or modify the terms of an outstanding Award. The Committee’s power and authority to amend or modify
the terms of an outstanding Award includes the authority to modify the number of shares of Common Stock or other terms and conditions
of an Award, extend the term of an Award, accept the surrender of any outstanding Award or, to the extent not previously exercised or
vested, authorize the grant of new Awards in substitution for surrendered Awards; provided, however that the amended or
modified terms are permitted by this Plan as then in effect and that any Participant adversely affected by such amended or modified terms
has consented to such amendment or modification.


 


19.2 Stockholder
Approval. No amendments to this Plan will be effective without approval of the Company’s stockholders if: (a) stockholder approval
of the amendment is then required pursuant to Section 422 of the Code, the rules of the primary stock exchange or stock market on which
the Common Stock is then traded, applicable state corporate laws or regulations, applicable federal laws or regulations, and the applicable
laws of any foreign country or jurisdiction where Awards are, or will be, granted under this Plan; or (b) such amendment would: (i) modify
Section 3.4 of this Plan; (ii) materially increase benefits accruing to Participants; (iii) increase the aggregate number of shares of
Common Stock issued or issuable under this Plan; (iv) increase any limitation set forth in this Plan on the number of shares of Common
Stock which may be issued or the aggregate value of Awards which may be made, in respect of any type of Award to any single Participant
during any specified period; (v) modify the eligibility requirements for Participants in this Plan; or (vi) reduce the minimum exercise
price or grant price as set forth in Sections 6.3 and 7.3 of this Plan.


 


19.3 Awards
Previously Granted. Notwithstanding any other provision of this Plan to the contrary, no termination, suspension or amendment of this
Plan may adversely affect any outstanding Award without the consent of the affected Participant; provided, however, that
this sentence will not impair the right of the Committee to take whatever action it deems appropriate under Sections 4.4, 9.7, 13, 15,
18 or 19.4 of this Plan.


 


19.4 Amendments
to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Committee may amend this Plan or an Award
Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming this Plan or an Award
Agreement to any present or future law relating to plans of this or similar nature, and to the administrative regulations and rulings
promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 19.4
to any Award granted under this Plan without further consideration or action.


 






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		20.	Substituted Awards.



 


The Committee may grant Awards
under this Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company
or a Subsidiary as a result of a merger or consolidation of the former employing entity with the Company or a Subsidiary or the acquisition
by the Company or a Subsidiary of property or stock of the former employing corporation. The Committee may direct that the substitute
Awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.


 


		21.	Effective Date and Duration of this Plan.



 


This Plan is effective as
of the Effective Date. This Plan will terminate at midnight on December 19, 2029, and may be terminated prior to such time by Board action.
No Award will be granted after termination of this Plan, but Awards outstanding upon termination of this Plan will remain outstanding
in accordance with their applicable terms and conditions and the terms and conditions of this Plan.


 


		22.	Data Privacy.



 


As a condition for receiving
any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
personal data as described in this Section 22 by and among the Company and its Subsidiaries and Affiliates exclusively for implementing,
administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and Affiliates may hold
certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social
security, insurance number or other identification number; salary; nationality; job title(s); any shares held in the Company or its Subsidiaries
and Affiliates; and award details, to implement, manage and administer the Plan and awards (the “Data”). The Company
and its Subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s
participation in the Plan, and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting the Company
with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere,
and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting
an award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form,
to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker
or other third party with whom the Company or the Participant may elect to deposit any shares of Common Stock. The Data related to a Participant
will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant
may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and
processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse
or withdraw the consents in this Section 22 in writing, without cost, by contacting the local human resources representative. The Company
may cancel the Participant’s ability to participate in the Plan and, in the Committee’s discretion, the Participant may forfeit
any outstanding awards if the Participant refuses or withdraws the consents in this Section 22. For more information on the consequences
of refusing or withdrawing consent, Participants may contact their local human resources representative.


 


		23.	Miscellaneous.



 


23.1 Usage.
In this Plan, except where otherwise indicated by clear contrary intention, (a) any masculine term used herein also will include the feminine,
(b) the plural will include the singular, and the singular will include the plural, (c) “including” (and with correlative
meaning “include”) means including without limiting the generality of any description preceding such term, and (d) “or”
is used in the inclusive sense of “and/or”.


 






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23.2 Relationship
to Other Benefits. Neither Awards made under this Plan nor shares of Common Stock or cash paid pursuant to such Awards under this
Plan will be included as “compensation” for purposes of computing the benefits payable to any Participant under any pension,
retirement (qualified or non-qualified), savings, profit sharing, group insurance, welfare, or benefit plan of the Company or any Subsidiary
unless provided otherwise in such plan.


 


23.3 Fractional
Shares. No fractional shares of Common Stock will be issued or delivered under this Plan or any Award. The Committee will determine
whether cash, other Awards or other property will be issued or paid in lieu of fractional shares of Common Stock or whether such fractional
shares of Common Stock or any rights thereto will be forfeited or otherwise eliminated by rounding up or down.


 


23.4 Governing
Law. Except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all
of which will be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation,
administration and effect of this Plan and any rules, regulations and actions relating to this Plan will be governed by and construed
exclusively in accordance with the laws of the State of Delaware, notwithstanding the conflicts of laws principles of any jurisdictions.


 


23.5 Successors.
All obligations of the Company under this Plan with respect to Awards granted hereunder will be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business or assets of the Company.


 


23.6 Construction.
Wherever possible, each provision of this Plan and any Award Agreement will be interpreted so that it is valid under the Applicable Law.
If any provision of this Plan or any Award Agreement is to any extent invalid under the Applicable Law, that provision will still be effective
to the extent it remains valid. The remainder of this Plan and the Award Agreement also will continue to be valid, and the entire Plan
and Award Agreement will continue to be valid in other jurisdictions.


 


23.7 Delivery
and Execution of Electronic Documents. To the extent permitted by Applicable Law, the Company may: (a) deliver by email or other electronic
means (including posting on a Web site maintained by the Company or by a third party under contract with the Company) all documents relating
to this Plan or any Award hereunder (including prospectuses required by the Securities and Exchange Commission) and all other documents
that the Company is required to deliver to its security holders (including annual reports and proxy statements), and (b) permit Participants
to use electronic, internet or other non-paper means to execute applicable Plan documents (including Award Agreements) and take other
actions under this Plan in a manner prescribed by the Committee.


 


23.8 No
Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of this Plan to the contrary, the Company and its
Subsidiaries, the Board, and the Committee neither represent nor warrant the tax treatment under any federal, state, local, or foreign
laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any Award granted
or any amounts paid to any Participant under this Plan including, but not limited to, when and to what extent such Awards or amounts may
be subject to tax, penalties, and interest under the Tax Laws.


 


23.9 Unfunded
Plan. Participants will have no right, title or interest whatsoever in or to any investments that the Company or its Subsidiaries
may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions,
will create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary,
legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company
or any Subsidiary under this Plan, such right will be no greater than the right of an unsecured general creditor of the Company or the
Subsidiary, as the case may be. All payments to be made hereunder will be paid from the general funds of the Company or the Subsidiary,
as the case may be, and no special or separate fund will be established and no segregation of assets will be made to assure payment of
such amounts except as expressly set forth in this Plan.


 


23.10 Indemnification.
Subject to any limitations and requirements of Delaware law, each individual who is or will have been a member of the Board, or a Committee
appointed by the Board, or an officer or Employee of the Company to whom authority was delegated in accordance with Section 3.3 of this
Plan, will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may
be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction
of any judgment in any such action, suit or proceeding against him or her, provided he or she will give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf. The foregoing
right of indemnification will not be exclusive of any other rights of indemnification to which such individuals may be entitled under
the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or pursuant to any agreement with the Company,
or any power that the Company may have to indemnify them or hold them harmless.


 


 


 


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