Exhibit
10.12


 


FIRST
COLOMBIA DEVELOPMENT CORP.


2019
OMNIBUS INCENTIVE PLAN


 


TABLE
OF CONTENTS


 


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


 




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FIRST
COLOMBIA DEVELOPMENT CORP.

2019 OMNIBUS INCENTIVE PLAN


 


		1.	Purpose
of Plan.


 


The
purpose of the First Colombia Development Corp. 2019 Omnibus Incentive Plan (this “Plan”) is to advance the
interests of First Colombia Development Corp., a Nevada corporation (the “Company”), and its stockholders by
enabling the Company and its Subsidiaries to attract and retain qualified individuals to perform services for the Company and
its 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 to any person not authorized by the Company or Subsidiary 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 (c) interfering with the relationships of the Company or any Subsidiary 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 22.7) 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 22.7) 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.


 



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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 or Affiliates (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. Before
a Change in Control, the Committee will, unless otherwise provided in an Individual Agreement, have the sole discretion to determine
whether “Cause” exists with respect to subclauses (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 NYSE American (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 $________ 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 First Colombia Development Corp., Inc., a Nevada corporation, and any successor thereto as provided in Section 22.5 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.


 


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 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.


 



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2.19 “Effective
Date” means ____________ or such later date as this Plan is initially approved by the Company’s stockholders.


 


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 a price that is based on the opening, closing,
actual, high, low, or average selling prices of a share of Common Stock as reported on the NYSE American or other established
stock exchange (or exchanges) or if the Common Stock is not so listed, admitted to unlisted trading privileges or reported on
any national exchange, then as reported by the OTC Bulletin Board, OTC Markets or other comparable quotation service, on the applicable
date, the preceding trading day, the next succeeding trading day, or an average of trading days that is within thirty (30) days
before or after the applicable valuation date, as determined by the Committee in its discretion, provided that with respect to
establishing the exercise price of an Option or Stock Appreciation Right, the Committee shall irrevocably commit to grant such
Award prior to the period during which the Fair Market Value is determined. Unless the Committee determines otherwise, Fair Market
Value shall be deemed to be equal to the closing sale price of the Common Stock as of the immediately preceding trading date at
the end of the regular trading session, as reported by the NYSE American or any national securities exchange on which the Common
Stock is then listed (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 as of the immediately preceding trading date at the end of the regular trading session, 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.


  


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.


 



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


 


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


 


2.28 “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.


 


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


 


2.30 “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.


 


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


 


2.32 “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.


 


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


 


2.34 “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.


 


2.35 “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.


 


2.36 “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.


 


2.37 “Period
of Restriction” means the period when a Restricted Stock Award or Restricted Stock Units 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 of this Plan.


 


2.38 “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.


 


2.39 “Plan”
means the First Colombia Development Corp. 2019 Omnibus Incentive Plan, as may be amended from time to time.


 


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


 


2.41 “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.


 


2.42 “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.


 



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


 


2.44 “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 fifty-five
(55) with the present intention to leave the Company’s industry or to leave the general workforce.


 


2.45 “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.


 


2.46 “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 difference
between the Fair Market Value of one or more shares of Common Stock and the grant price of such shares under the terms of such
Stock Appreciation Right.


 


2.47 “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.


 


2.48 “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.


 


2.49 “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.


 


2.50 “Tax
Laws” has the meaning set forth in Section 22.8 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;


 



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(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;


 


(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 subplans 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 subplans 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 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 delegate 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, 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.


 


		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 __________ shares.


 


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 _______ shares; and


 


(b) the
maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will
be [100,000] shares; provided that such limit will not apply to any election of a Non-Employee Director to receive shares
of Common Stock in lieu of all or a portion of any annual Board, committee, chair or other retainer, or any meeting fees otherwise
payable in cash.


 


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 be counted against the shares of Common Stock
authorized for issuance under this Plan and will not 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.


 



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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.


 


		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.


 


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.


 



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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.


 


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.


 



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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.


 


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.


 



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		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.


 


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.


 



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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.


 


		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.


 



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		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.


 


		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.


 


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).


 



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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.


 


		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.


 



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		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


 


(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.


 



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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.


  


 


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.


 


(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.


 



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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 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.


 


17.2 Market
Stand-Off Agreement. Except as otherwise approved by the Committee, the holder of any shares of Common Stock acquired in connection
with the grant, exercise or vesting of an Incentive Award may not sell, assign, transfer or otherwise dispose of, make any short
sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect
as a sale of, any Common Stock (or other securities) of the Company held by such holder (other than those included in the registration)
during the one hundred eighty (180) day period following the effective date of the initial registration statement of the Company
filed under the Securities Act (or such longer period as the underwriters or the Company shall request in order to facilitate
compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) and during the ninety
(90) day period following the effective date of any subsequent registration statement of the Company filed under the Securities
Act (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule
2711 or NYSE Member Rule 472 or any successor or similar rule or regulation); provided, however, that
such restrictions with respect to any subsequent registration shall terminate two (2) years after the effective date of the Company’s
initial registration statement filed under the Securities Act. The foregoing provisions will not apply to the sale of any securities
to an underwriter pursuant to an underwriting agreement and shall only be applicable to such holder if all then current executive
officers and directors of the Company enter into similar agreements. The provisions hereof shall not apply to a registration relating
solely to employee benefit plans on Form S 1 or Form S 8 or Rule 145 transactions on Form S 4, or similar forms that may be promulgated
in the future. The Company may impose stop transfer instructions with respect to the securities subject to the provisions hereof
until the end of the applicable periods. The underwriters in connection with any public offering subject to the foregoing provisions
are intended third-party beneficiaries of this Section 17.2 and will have the right to enforce the provisions hereof as though
they were a party hereto. By accepting an Incentive Award under the Plan, each Participant agrees to enter into an appropriate
lock-up agreement with any such underwriters containing provisions similar in all material respects with the terms of this Section 17.2.


 


		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 Section 3.4 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.


 





		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.


 



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		21.	Effective
    Date and Duration of this Plan.


 


This
Plan is effective as of the Effective Date. This Plan will terminate at midnight on the day before the ten (10) year anniversary
of the Effective Date, 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.	Miscellaneous.


 


22.1 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”.


 


22.2 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.


 


22.3 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.


 


22.4 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 Nevada, notwithstanding the conflicts of laws principles
of any jurisdictions.


 


22.5 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.


 


22.6 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.


 


22.7 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.


 


22.8 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.


 



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22.9 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.


 


22.10 Indemnification.
Subject to any limitations and requirements of Nevada 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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