Exhibit
10.1


 


VYANT
BIO, INC.


 


2021
Equity Incentive PLAN


 


1.
Establishment and Purpose


 


The
purpose of the Vyant Bio, Inc. 2021 Equity Incentive Plan (the “Plan”) is to provide a means whereby eligible
employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal
involvement in the development and financial success of the Company and to encourage them to devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its stockholders. The Company, by means of the Plan,
seeks to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for
the success of the Company and its Subsidiaries.


 


The
Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Stock
Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and Other Stock-Based Awards. This
Plan, shall become effective upon the date set forth in Section 17.1 hereof.


 


2.
Definitions


 


Wherever
the following capitalized terms are used in the Plan, they shall have the meanings specified below:


 


2.1
“Affiliate” means, with respect to a Person, a Person that directly or indirectly Controls, or is Controlled
by, or is under common Control with, such Person.


 


2.2
“Applicable Law” means the requirements relating to the administration of equity-based awards or equity compensation
plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system
on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are,
or will be, granted under the Plan.


 


2.3
“Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock, Stock Unit, Performance
Share, Performance Unit, Incentive Bonus Award, Other Cash-Based Award and/or Other Stock-Based Award granted under the Plan.


 


2.4
“Award Agreement” means either (i) a written or electronic agreement entered into between the Company and a
Participant setting forth the terms and conditions of an Award including any amendment or modification thereof, or (ii) a written
or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any
amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements,
and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
Each Award Agreement shall be subject to the terms and conditions of the Plan and need not be identical.


 


2.5
“Board” means the Board of Directors of the Company.


 


2.6
“Cause” means (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime
that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s
or its Affiliates’ operations or financial performance or the relationship the Company has with its customers; (ii) gross
negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation fraud, embezzlement,
theft or proven dishonesty in the course of his or her employment; (iii) refusal to perform any lawful, material obligation or
fulfill any duty (other than any duty or obligation of the type described in clause (v) below) to the Company or its Affiliates
(other than due to a Disability), which refusal, if curable, is not cured within 10 days after delivery of written notice thereof;
(iv) material breach of any agreement with or duty owed to the Company or any of its Affiliates (other than any breach of the
type described in clause (v) below), which breach, if curable, is not cured within 10 days after the delivery of written notice
thereof; or (v) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common
law or agreement) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding the foregoing,
if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or
other similar agreement that specifically defines “cause,” then with respect to such Participant, “Cause”
shall have the meaning defined in that employment agreement, consulting agreement or other agreement.


 


2.7
“Change in Control” shall be deemed to have occurred if any one of the following events shall occur:


 


(i)
Any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing
more than 50% of the total number of votes that may be cast for the election of directors of the Company;


 


(ii)
The consummation of any merger or other business combination of the Company, sale of all or substantially all of the Company’s
assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction involving only
the Company and one or more of its subsidiaries, or a Transaction immediately following which the shareholders of the Company
immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity;


 




    	 	 	 



    	 



    

 


(iii)
Within any 12-month period beginning on or after the Effective Date, the persons who were directors of the Company immediately
before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death)
to constitute at least a majority of the Board (or the board of directors of any successor to the Company); provided that any
director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected
to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified
as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval
was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange
Act or any successor provision; or


 


(iv)
the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, no event or condition shall constitute a Change in Control to the extent that, if it were, a penalty tax would
be imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute
a Change in Control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution)
without causing the imposition of such penalty tax.


 


2.8
“Code” means the Internal Revenue Code of 1986, as amended. For purposes of this Plan, references to sections
of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.


 


2.9
“Committee” means the committee of the Board delegated with the authority to administer the Plan, or the full
Board, as provided in Section 3 of the Plan. With respect to any decision relating to a Reporting Person, the Committee shall
consist solely of two or more directors who are disinterested within the meaning of Rule 16b-3 promulgated under the Exchange
Act, as amended from time to time, or any successor provision. The fact that a Committee member shall fail to qualify under any
of these requirements shall not invalidate an Award if the Award is otherwise validly made under the Plan. The Board may at any
time appoint additional members to the Committee, remove and replace members of the Committee with or without cause, and fill
vacancies on the Committee however caused.


 


2.10
“Common Stock” means the Company’s Common Stock, par value $.0001 per share.


 


2.11
“Company” means Vyant Bio, Inc., a Delaware corporation, and any successor thereto as provided in Section 15.8.


 


2.12
“Control” means, as to any Person, the power to direct or cause the direction of the management and policies
of such Person, or the power to appoint directors of the Company, whether through the ownership of voting securities, by contract
or otherwise (the terms “Controlled by” and “under common Control with” shall have correlative
meanings).


 


2.13
“Date of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later
date as the Committee may specify to be the effective date of an Award.


 


2.14
“Disability” means a Participant being considered “disabled” within the meaning of Section 409A
of the Code and Treasury Regulation 1.409A-3(i)(4), as well as any successor regulation or interpretation.


 


2.15
“Effective Date” means the date set forth in Section 17.1 hereof.


 


2.16
“Eligible Person” means any person who is an employee, officer, director, consultant, advisor or other individual
service provider of the Company or any Subsidiary, or any person who is determined by the Committee to be a prospective employee,
officer, director, consultant, advisor or other individual service provider of the Company or any Subsidiary; provided that the
Award Agreement for any grant of an Award to a prospective employee, officer, director, consultant, advisor or other individual
service provider will contain appropriate forfeiture provisions in the event such individual does not become employed or engaged
by the Company or applicable Subsidiary .


 


2.17
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


2.18
“Fair Market Value” of a share of Common Stock shall be, as applied to a specific date (i) the closing price
of a share of Common Stock as of such date on the principal established stock exchange or national market system on which the
Common Stock is then traded (or, if there is no trading in the Common Stock as of such date, the closing price of a share of Common
Stock on the most recent date preceding such date on which trades of the Common Stock were recorded), or (ii) if the shares of
Common Stock are not then traded on an established stock exchange or national market system but are then traded in an over-the-counter
market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market as of such
date (or, if there are no closing bid and asked prices for the shares of Common Stock as of such date, the average of the closing
bid and the asked prices for the shares of Common Stock on the most recent date preceding such date on which such closing bid
and asked prices are available on such over-the-counter market), or (iii) if the shares of Common Stock are not then listed on
a national securities exchange or national market system or traded in an over-the-counter market, the price of a share of Common
Stock as determined by the Committee in its discretion in a manner consistent with Section 409A of the Code and Treasury Regulation
1.409A-1(b)(5)(iv), as well as any successor regulation or interpretation.


 




    	 	 	 



    	 



    

 


2.19
“Incentive Bonus Award” means an Award granted under Section 12 of the Plan.


 


2.20
“Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements
of Section 422 of the Code and the regulations promulgated thereunder.


 


2.21
“Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock
Option.


 


2.22
“Other Cash-Based Award” means a contractual right granted to an Eligible Person under Section 13 hereof entitling
such Eligible Person to receive a cash payment at such times, and subject to such conditions, as are set forth in the Plan and
the applicable Award Agreement.


 


2.23
“Other Stock-Based Award” means a contractual right granted to an Eligible Person under Section 13 representing
a notional unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such
conditions as are set forth in the Plan and the applicable Award Agreement.


 


2.24
“Participant” means any Eligible Person who holds an outstanding Award under the Plan.


 


2.25
“Performance Shares” means a contractual right granted to an Eligible Person under Section 10 hereof representing
a notional unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such
conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.26
“Performance Unit” means a contractual right granted to an Eligible Person under Section 11 hereof representing
a notional dollar interest as determined by the Committee to be paid and distributed at such times, and subject to such conditions,
as are set forth in the Plan and the applicable Award Agreement.


 


2.27
“Person” shall mean any individual, partnership, firm, trust, corporation, limited liability company or other
similar entity. When two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding or disposing of Common Stock, such partnership, limited partnership, syndicate or group shall be deemed a “Person”.


 


2.28
“Plan” means the Vyant Bio, Inc. 2021 Equity Incentive Plan, as set forth herein and as may be amended from
time to time.


 


2.29
“Reporting Person” means an officer, director or greater than ten percent stockholder of the Company within
the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.


 


2.30
“Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof
that are issued subject to such vesting and transfer restrictions and such other conditions as are set forth in the Plan and the
applicable Award Agreement.


 


2.31
“Securities Act” means the Securities Act of 1933, as amended.


 


2.32
“Service” means a Participant’s employment or other service relationship with the Company or any Subsidiary.
A change in the capacity in which a Participant renders service to the Company or a Subsidiary as an employee, director or consultant
or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination
of the Participant’s service with the Company or a Subsidiary, will not terminate a Participant’s Service; provided,
however, that if the entity for which a Participant is rendering services ceases to qualify as a Subsidiary, as determined by
the Committee in its sole discretion, such Participant’s Service will be considered to have terminated on the date such
entity ceases to qualify as a Subsidiary. For example, a change in status from an employee of the Company to a consultant to or
director of the Company will not constitute an interruption of Service. To the extent permitted by Applicable Law, the Committee
or the chief executive officer of the Company, in that party’s sole discretion, may determine whether a Participant’s
Service will be considered interrupted in the case of (i) any leave of absence approved by the Company or chief executive officer,
including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, a Subsidiary, or their
successors. Notwithstanding the foregoing, a leave of absence will be treated as Service for purposes of vesting in an Award only
to such extent as may be provided in the Company’s (or a Subsidiary’s) leave of absence policy, in the written terms
of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by Applicable Law. Unless
the Committee provides otherwise, in its discretion, or as otherwise required by Applicable Law, vesting of Options shall be tolled
during any unpaid leave of absence by a Participant.


 




    	 	 	 



    	 



    

 


2.33
“Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling
such Eligible Person to receive a payment, upon the exercise of such right, in such amount and at such time, and subject to such
conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.34
“Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares
of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award
Agreement.


 


2.35
“Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing
notional unit interests equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such
conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.36
“Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or Controlled,
directly or indirectly, by the Company; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary”
shall include only an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect
to the Company.


 


3.
Administration


 


Section
3.1 Committee Members. The Plan shall be administered by the Committee; provided that the entire Board may act in lieu
of the Committee on any matter, subject to the requirements of Section 2.9 of the Plan with respect to an Award to a Reporting
Person. If and to the extent permitted by Applicable Law, the Committee may authorize one or more Reporting Persons (or other
officers) to make Awards to Eligible Persons who are not Reporting Persons (or other officers whom the Committee has specifically
authorized to make Awards). Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative
functions to individuals who are Reporting Persons, officers, or employees of the Company or its Subsidiaries.


 


Section
3.2 Committee Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the
Committee to carry out its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall
have authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted,
the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any),
the time or times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals and
other conditions of an Award, the duration of the Award, and all other terms of the Award. Subject to the terms of the Plan, the
Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent with the Plan (including
to extend the post-termination exercisability period of Stock Options and Stock Appreciation Rights), provided that no such action
shall adversely affect the rights of a Participant with respect to an outstanding Award without the Participant’s consent.
The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan,
and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct
any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee
may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan
need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such
persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its
interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any
officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations,
determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.


 


Section
3.3 No Liability; Indemnification. Neither the Board nor any Committee member, nor any Person acting at the direction of
the Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good
faith with respect to the Plan, any Award or any Award Agreement. The Company and its Subsidiaries shall pay or reimburse any
member of the Committee, as well as any other Person who takes action on behalf of the Plan, for all reasonable expenses incurred
with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for
any claims, liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of
duties on behalf of the Company with respect to the Plan. The Company and its Subsidiaries may, but shall not be required to,
obtain liability insurance for this purpose.


 




    	 	 	 



    	 



    

 


4.
Shares Subject to the Plan


 


Section
4.1 Share Limitation. Subject to adjustment pursuant to Section 4.3 hereof, the maximum aggregate number of shares of Common
Stock which may be issued under all Awards granted to Participants under the Plan shall be 4,500,000 shares, all of which may,
but need not, be issued in respect of Incentive Stock Options. Shares of Common Stock issued under the Plan may be either authorized
but unissued shares or shares held in the Company’s treasury. Any shares of Common Stock subject to Awards that are settled
in Common Stock shall be counted against the maximum share limitations of this Section 4.1 as one share of Common Stock for every
share of Common Stock subject thereto. To the extent that any Award under the Plan payable in shares of Common Stock is forfeited,
cancelled, returned to or repurchased by the Company for failure to satisfy vesting requirements or upon the occurrence of other
forfeiture events, or otherwise terminates without payment being made thereunder, the shares of Common Stock covered thereby will
no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant
to such limitations. Shares of Common Stock that otherwise would have been issued upon the exercise of a Stock Option or Stock
Appreciation Right or in payment with respect to any other form of Award, that are surrendered in payment or partial payment of
the exercise price thereof and/or taxes withheld with respect to the exercise thereof or the making of such payment, will no longer
be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to
such limitations.


 


Section
4.2 Individual Participant Limitations. Subject to adjustment as provided in Section 4.3, the number of shares of Common
Stock with respect to which Awards may be granted during any calendar year to any one Eligible Person who is a non-employee director
of the Board shall not exceed 60,000.


 


Section
4.3 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any
recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution
with respect to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar
corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent that it
deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made
in (i) the maximum numbers and kind of shares provided in Sections 4.1 and 4.2 hereof, (ii) the numbers and kind of shares of
Common Stock, units, or other rights subject to then outstanding Awards, (iii) the price for each share or unit or other right
subject to then outstanding Awards, (iv) the performance measures or goals relating to the vesting of an Award, and (v) any other
terms of an Award that are affected by the event to prevent dilution or enlargement of a Participant’s rights under an Award.
Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable,
be made in a manner consistent with the requirements of Section 424(a) of the Code.


 


5.
Participation and Awards


 


Section
5.1 Designation of Participants. All Eligible Persons are eligible to be designated by the Committee to receive Awards
and become Participants under the Plan. The Committee has the authority, in its discretion, to determine and designate from time
to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted and the number of shares of Common
Stock, units or other amounts subject to such Awards. In selecting Eligible Persons to be Participants and in determining the
type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant
or appropriate.


 


Section
5.2 Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants
in accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of
two or more such rights or benefits granted in tandem or in the alternative. To the extent deemed appropriate by the Committee,
an Award shall be evidenced by an Award Agreement as described in Section 15.1 hereof.


 


6.
Stock Options


 


Section
6.1 Grants of Stock Options. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to
the provisions of Section 6.6 hereof and Section 422 of the Code, each Stock Option shall be designated, in the discretion of
the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option.


 


Section
6.2 Exercise Price. The exercise price per share of a Stock Option shall not be less than 100 percent of the Fair Market
Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2, provided that
the Committee may in its discretion specify for any Stock Option an exercise price per share that is higher than the Fair Market
Value on the Date of Grant and may establish an exercise price that is below Fair Market Value on the Date of Grant for Stock
Options granted to Participants who are not residents of the U.S if permitted by applicable law and any applicable rules of the
principal established stock exchange or national market system on which the Common Stock is traded.


 


Section
6.3 Vesting of Stock Options. The Committee shall in its discretion prescribe the time or times at which, or the conditions
upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability
of a Stock Option may be based on the continued Service of the Participant for a specified time period (or periods) and/or on
the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in
its discretion, accelerate the vesting or exercisability of any Stock Option at any time. The Committee in its sole discretion
may allow a Participant to exercise unvested Nonqualified Stock Options, in which case the shares of Common Stock then issued
shall be Restricted Stock having analogous vesting restrictions to the unvested Nonqualified Stock Options.


 




    	 	 	 



    	 



    

 


Section
6.4 Term of Stock Options. The Committee shall in its discretion prescribe in an Award Agreement the period during which
a vested Stock Option may be exercised, provided that the maximum term of a Stock Option shall be ten (10) years from the Date
of Grant. A Stock Option may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following
the termination of a Participant’s Service, including by reason of voluntary resignation, death, Disability, termination
for Cause or any other reason. Except as otherwise provided in this Section 6 or in an Award Agreement as such agreement may be
amended from time to time upon authorization of the Committee, no Stock Option may be exercised at any time during the term thereof
unless the Participant is then in Service. Notwithstanding the foregoing, unless an Award Agreement provides otherwise:


 


(a)
If a Participant’s Service terminates by reason of his or her death, any Stock Option held by such Participant may, to the
extent then exercisable, be exercised by such Participant’s estate or any person who acquires the right to exercise such
Stock Option by bequest or inheritance at any time in accordance with its terms for up to one year after the date of such Participant’s
death (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is
otherwise canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock
Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no
further force or effect.


 


(b)
If a Participant’s Service terminates by reason of his or her Disability, any Stock Option held by such Participant may,
to the extent then exercisable, be exercised by the Participant or his or her personal representative at any time in accordance
with its terms for up to one year after the date of such Participant’s termination of Service (but in no event after the
earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated
in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held by such Participant
shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.


 


(c)
If a Participant’s Service terminates for any reason other than death, Disability or Cause, any Stock Option held by such
Participant may, to the extent then exercisable, be exercised by the Participant up until ninety (90) days following such termination
of Service (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option
is otherwise canceled or terminated in accordance with its terms). Upon expiration of such 90-day period, no portion of the Stock
Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no
further force or effect.


 


(d)
If a Participant’s Service terminates for Cause, any Stock Option held by such Participant, whether vested or unvested,
shall be deemed forfeited and canceled on the date of such termination of Service.


 


(e)
To the extent that a Stock Option of a Participant whose Service terminates is not exercisable, such Stock Option shall be deemed
forfeited and canceled on the ninetieth (90th) day after such termination of Service or at such earlier time as the Committee
may determine.


 


Section
6.5 Stock Option Exercise. Subject to such terms and conditions as shall be specified in an Award Agreement, a Stock Option
may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, and payment
of the aggregate exercise price by certified or bank check, or such other means as the Committee may accept. As set forth in an
Award Agreement or otherwise determined by the Committee, in its sole discretion, at or after grant, payment in full or in part
of the exercise price of an Option may be made: (i) in the form of shares of Common Stock that have been held by the Participant
for such period as the Committee may deem appropriate for accounting purposes or otherwise, valued at the Fair Market Value of
such shares on the date of exercise; (ii) by surrendering to the Company shares of Common Stock otherwise receivable on exercise
of the Option; (iii) by a cashless exercise program implemented by the Committee in connection with the Plan; and/or (iv) by such
other method as may be approved by the Committee and set forth in an Award Agreement. Subject to any governing rules or regulations,
as soon as practicable after receipt of written notification of exercise and full payment of the exercise price and satisfaction
of any applicable tax withholding pursuant to Section 16.5, the Company shall deliver to the Participant evidence of book entry
shares of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount based upon
the number of shares of Common Stock purchased under the Option. Unless otherwise determined by the Committee, all payments under
all of the methods indicated above shall be paid in United States dollars or shares of Common Stock, as applicable.


 




    	 	 	 



    	 



    

 


Section
6.6 Additional Rules for Incentive Stock Options.


 


(a)
Eligibility. An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee under Treasury
Regulation §1.421-7(h) of the Company or any Subsidiary.


 


(b)
Annual Limits. No Incentive Stock Option shall be granted to an Eligible Person as a result of which the aggregate Fair
Market Value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for
the first time in any calendar year under the Plan and any other stock option plans of the Company or any Subsidiary would exceed
$100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Incentive Stock
Options into account in the order in which granted.


 


(c)
Ten Percent Stockholders. If a Stock Option granted under the Plan is intended to be an Incentive Stock Option, and if
the Participant, at the time of grant, owns stock possessing ten percent or more of the total combined voting power of all classes
of Common Stock of the Company or any Subsidiary, then (A) the Stock Option exercise price per share shall in no event be less
than 110 percent of the Fair Market Value of the Common Stock on the date of such grant and (B) such Stock Option shall not be
exercisable after the expiration of five (5) years following the date such Stock Option is granted.


 


(d)
Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of
within two (2) years following the Date of Grant or one (1) year following the transfer of such shares to the Participant upon
exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such
disposition and provide such other information regarding the disposition as the Company may reasonably require.


 


7.
Stock Appreciation Rights


 


Section
7.1 Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Eligible Person selected by the
Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or
that provides for the automatic payment of the right upon a specified date or event.


 


Section
7.2 Base Price. The base price of a Stock Appreciation Right shall be determined by the Committee in its sole discretion;
provided, however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100 percent of the Fair
Market Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2.


 


Section
7.3 Vesting Stock Appreciation Rights. The Committee shall in its discretion prescribe the time or times at which, or the
conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements
for vesting and exercisability of a Stock Appreciation Right may be based on the continued Service of a Participant for a specified
time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion.
The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time.


 


Section
7.4 Term of Stock Appreciation Rights. The Committee shall in its discretion prescribe in an Award Agreement the period
during which a vested Stock Appreciation Right may be exercised, provided that the maximum term of a Stock Appreciation Right
shall be ten (10) years from the Date of Grant. A Stock Appreciation Right may be earlier terminated as specified by the Committee
and set forth in an Award Agreement upon or following the termination of a Participant’s Service, including by reason of
voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section
7 or in an Award Agreement as such agreement may be amended from time to time upon authorization of the Committee, no Stock Appreciation
Right may be exercised at any time during the term thereof unless the Participant is then in the Service of the Company or one
of its Subsidiaries.


 


Section
7.5 Payment of Stock Appreciation Rights. Subject to such terms and conditions as shall be specified in an Award Agreement,
a vested Stock Appreciation Right may be exercised in whole or in part at any time during the term thereof by notice in the form
required by the Company and payment of any exercise price. Upon the exercise of a Stock Appreciation Right and payment of any
applicable exercise price, a Participant shall be entitled to receive an amount determined by multiplying: (i) the excess of the
Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right over the base price of such
Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised. Payment of the
amount determined under the immediately preceding sentence may be made, as approved by the Committee and set forth in the Award
Agreement, in shares of Common Stock valued at their Fair Market Value on the date of exercise, in cash, or in a combination of
shares of Common Stock and cash, subject to applicable tax withholding requirements set forth in Section 16.5. If Stock Appreciation
Rights are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company shall deliver
to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common Stock certificates
in an appropriate amount.


 




    	 	 	 



    	 



    

 


8.
Restricted Stock Awards


 


Section
8.1 Grant of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee.
The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock
Award. The Committee may provide in an Award Agreement for the payment of dividends and distributions to the Participant at such
times as paid to stockholders generally or at the times of vesting or other payment of the Restricted Stock Award. If any dividends
or distributions are paid in stock while a Restricted Stock Award is subject to restrictions under Section 8.3 of the Plan, the
dividends or other distributions shares shall be subject to the same restrictions on transferability as the shares of Common Stock
to which they were paid unless otherwise set forth in the Award Agreement. The Committee may also subject the grant of any Restricted
Stock Award to the execution of a voting agreement with the Company or with any Affiliate of the Company.


 


Section
8.2 Vesting Requirements. The restrictions imposed on shares of Common Stock granted under a Restricted Stock Award shall
lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement. Upon vesting of a Restricted
Stock Award, such Award shall be subject to the tax withholding requirement set forth in Section 16.5. The requirements for vesting
of a Restricted Stock Award may be based on the continued Service of the Participant for a specified time period (or periods)
or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee
may, in its discretion, accelerate the vesting of a Restricted Stock Award at any time. If the vesting requirements of a Restricted
Stock Award shall not be satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall be
returned to the Company. In the event that the Participant paid any purchase price with respect to such forfeited shares, unless
otherwise provided by the Committee in an Award Agreement, the Company will refund to the Participant the lesser of (i) such purchase
price and (ii) the Fair Market Value of such shares on the date of forfeiture.


 


Section
8.3 Restrictions. Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance,
pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. The
Committee may require in an Award Agreement that certificates representing the shares granted under a Restricted Stock Award bear
a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold
under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have
expired.


 


Section
8.4 Rights as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the
Participant to whom a Restricted Stock Award is made shall have all rights of a stockholder with respect to the shares granted
to the Participant under the Restricted Stock Award, including the right to vote the shares and receive all dividends and other
distributions paid or made with respect thereto, unless the Committee determines otherwise at the time the Restricted Stock Award
is granted.


 


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


 


9.
Stock Unit Awards


 


Section
9.1 Grant of Stock Unit Awards. A Stock Unit Award may be granted to any Eligible Person selected by the Committee. The
value of each stock unit under a Stock Unit Award is equal to the Fair Market Value of the Common Stock on the applicable date
or time period of determination, as specified by the Committee. A Stock Unit Award shall be subject to such restrictions and conditions
as the Committee shall determine. A Stock Unit Award may be granted together with a dividend equivalent right with respect to
the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional stock units,
as determined by the Committee in its discretion. If any dividend equivalents are paid while a Stock Unit Award is subject to
restrictions under Section 9 of the Plan, the dividend equivalents shall be subject to the same restrictions on transferability
as the Stock Units to which they were paid, unless otherwise set forth in the Award Agreement.


 


Section
9.2 Vesting of Stock Unit Awards. On the Date of Grant, the Committee shall, in its discretion, determine any vesting requirements
with respect to a Stock Unit Award, which shall be set forth in the Award Agreement. The requirements for vesting of a Stock Unit
Award may be based on the continued Service of the Participant for a specified time period (or periods) or on the attainment of
a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion,
accelerate the vesting of a Stock Unit Award at any time. A Stock Unit Award may also be granted on a fully vested basis, with
a deferred payment date as may be determined by the Committee or elected by the Participant in accordance with rules established
by the Committee.


 




    	 	 	 



    	 



    

 


Section
9.3 Payment of Stock Unit Awards. A Stock Unit Award shall become payable to a Participant at the time or times determined
by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Stock
Unit Award may be made, at the discretion of the Committee, in cash or in shares of Common Stock, or in a combination thereof
as described in the Award Agreement, subject to applicable tax withholding requirements set forth in Section 16.5. Any cash payment
of a Stock Unit Award shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such
time period as determined by the Committee. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement,
any Stock Unit, whether settled in Common Stock or cash, shall be paid no later than two and one-half months after the later of
the calendar year or fiscal year in which the Stock Units vest. If Stock Unit Awards are settled in shares of Common Stock, then
as soon as practicable following the date of settlement the Company shall deliver to the Participant evidence of book entry shares
of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount.


 


10.
Performance Shares


 


Section
10.1 Grant of Performance Shares. Performance Shares may be granted to any Eligible Person selected by the Committee. A
Performance Share Award shall be subject to such restrictions and condition as the Committee shall specify. A Performance Share
Award may be granted with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may
be accumulated and may be deemed reinvested in additional stock units, as determined by the Committee in its discretion.


 


Section
10.2 Value of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the Grant Date. The Committee shall set performance goals in its discretion that, depending on the extent to which
they are met over a specified time period, shall determine the number of Performance Shares that shall be paid to a Participant.


 


Section
10.3 Earning of Performance Shares. After the applicable time period has ended, the number of Performance Shares earned
by the Participant over such time period shall be determined as a function of the extent to which the applicable corresponding
performance goals have been achieved. This determination shall be made solely by the Committee. The Committee may, in its discretion,
waive any performance or vesting conditions relating to a Performance Share Award.


 


Section
10.4 Form and Timing of Payment of Performance Shares. The Committee shall pay at the close of the applicable Performance
Period, or as soon as practicable thereafter, any earned Performance Shares in the form of cash or in shares of Common Stock or
in a combination thereof, as specified in a Participant’s Award Agreement, subject to applicable tax withholding requirements
set forth in Section 16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Shares
shall be paid no later than two and one-half months following the later of the calendar year or fiscal year in which such Performance
Shares vest. Any shares of Common Stock paid to a Participant under this Section 10.4 may be subject to any restrictions deemed
appropriate by the Committee. If Performance Shares are settled in shares of Common Stock, then as soon as practicable following
the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the
Participant’s request, Common Stock certificates in an appropriate amount.


 


11.
Performance Units


 


Section
11.1 Grant of Performance Units. Performance Units may be granted to any Eligible Person selected by the Committee. A Performance
Unit Award shall be subject to such restrictions and condition as the Committee shall specify in a Participant’s Award Agreement.


 


Section
11.2 Value of Performance Units. Each Performance Unit shall have an initial notional value equal to a dollar amount determined
by the Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent
to which they are met over a specified time period, will determine the number of Performance Units that shall be settled and paid
to the Participant.


 


Section
11.3 Earning of Performance Units. After the applicable time period has ended, the number of Performance Units earned by
the Participant, and the amount payable in cash, in shares or in a combination thereof, over such time period shall be determined
as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall
be made solely by the Committee. The Committee may, in its discretion, waive any performance or vesting conditions relating to
a Performance Unit Award.


 


Section
11.4 Form and Timing of Payment of Performance Units. The Committee shall pay at the close of the applicable Performance
Period, or as soon as practicable thereafter, any earned Performance Units in the form of cash or in shares of Common Stock or
in a combination thereof, as specified in a Participant’s Award Agreement, subject to applicable tax withholding requirements
set forth in Section 16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Units
shall be paid no later than two and one-half months following the later of the calendar year or fiscal year in which such Performance
Units vest. Any shares of Common Stock paid to a Participant under this Section 11.4 may be subject to any restrictions deemed
appropriate by the Committee. If Performance Units are settled in shares of Common Stock, then as soon as practicable following
the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the
Participant’s request, Common Stock certificates in an appropriate amount.


 




    	 	 	 



    	 



    

 


12.
Incentive Bonus Awards


 


Section
12.1 Incentive Bonus Awards. The Committee, at its discretion, may grant Incentive Bonus Awards to such Participants as
it may designate from time to time. The terms of a Participant’s Incentive Bonus Award shall be set forth in the Participant’s
Award Agreement. Each Award Agreement shall specify such general terms and conditions as the Committee shall determine.


 


Section
12.2 Incentive Bonus Award Performance Criteria. The determination of Incentive Bonus Awards for a given year or years
may be based upon the attainment of specified levels of Company or Subsidiary performance as measured by pre-established, objective
performance criteria determined at the discretion of the Committee. The Committee shall (i) select those Participants who shall
be eligible to receive an Incentive Bonus Award, (ii) determine the performance period, (iii) determine target levels of performance,
and (iv) determine the level of Incentive Bonus Award to be paid to each selected Participant upon the achievement of each performance
level. The Committee generally shall make the foregoing determinations prior to the commencement of services to which an Incentive
Bonus Award relates, to the extent applicable, and while the outcome of the performance goals and targets is uncertain.


 


Section
12.3 Payment of Incentive Bonus Awards.


 


(a)
Incentive Bonus Awards shall be paid in cash or Common Stock, as set forth in a Participant’s Award Agreement. Payments
shall be made following a determination by the Committee that the performance targets were attained and shall be made within two
and one-half months after the later of the end of the fiscal or calendar year in which the Incentive Bonus Award is no longer
subject to a substantial risk of forfeiture.


 


(b)
The amount of an Incentive Bonus Award to be paid upon the attainment of each targeted level of performance shall equal a percentage
of a Participant’s base salary for the fiscal year, a fixed dollar amount, or such other formula, as determined by the Committee.


 


13.
Other Cash-Based Awards and Other Stock-Based Awards


 


Section
13.1 Other Cash-Based and Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards
not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts
and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual shares
of Common Stock to a Participant, or payment in cash or otherwise of amounts based on the value of shares of Common Stock. In
addition, the Committee, at any time and from time to time, may grant Cash-Based Awards to a Participant in such amounts and upon
such terms as the Committee shall determine, in its sole discretion.


 


Section
13.2 Value of Cash-Based Awards and Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms
of shares of Common Stock or units based on shares of Common Stock, as determined by the Committee, in its sole discretion. Each
Other Cash-Based Award shall specify a payment amount or payment range as determined by the Committee, in its sole discretion.
If the Committee exercises its discretion to establish performance goals, the value of Other Cash-Based Awards that shall be paid
to the Participant will depend on the extent to which such performance goals are met.


 


Section
13.3 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to Other Cash-Based Awards
and Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.


 


14.
Change in Control


 


Section
14.1 Effect of Change in Control.


 


(a)
The Committee may, at the time of the grant of an Award and as set forth in an Award Agreement, provide for the effect of a “Change
in Control” on an Award. Such provisions may include any one or more of the following: (i) the acceleration or extension
of time periods for purposes of exercising, vesting in, or realizing gain from any Award, (ii) the elimination or modification
of performance or other conditions related to the payment or other rights under an Award, (iii) provision for the cash settlement
of an Award for an equivalent cash value, as determined by the Committee, or (iv) such other modification or adjustment to an
Award as the Committee deems appropriate to maintain and protect the rights and interests of Participants upon or following a
Change in Control. To the extent necessary for compliance with Section 409A of the Code, an Award Agreement shall provide that
an Award subject to the requirements of Section 409A that would otherwise become payable upon a Change in Control shall only become
payable to the extent that the requirements for a “change in control” for purposes of Section 409A have been satisfied.


 




    	 	 	 



    	 



    

 


(b)
Notwithstanding anything to the contrary set forth in the Plan, unless otherwise provided by an Award Agreement, upon or in anticipation
of any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of any Participant,
take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause any or all outstanding
Stock Options and Stock Appreciation Rights held by Participants affected by the Change in Control to become vested and immediately
exercisable, in whole or in part; (ii) cause any or all outstanding Restricted Stock, Stock Units, Performance Shares, Performance
Units, Incentive Bonus Award and any other Award held by Participants affected by the Change in Control to become non-forfeitable,
in whole or in part; (iii) cancel any Stock Option or Stock Appreciation Right in exchange for a substitute option in a manner
consistent with the requirements of Treasury Regulation. §1.424-1(a) or §1.409A-1(b)(5)(v)(D), as applicable (notwithstanding
the fact that the original Stock Option may never have been intended to satisfy the requirements for treatment as an Incentive
Stock Option); (iv) cancel any Restricted Stock, Stock Units, Performance Shares or Performance Units held by a Participant in
exchange for restricted stock or performance shares of or stock or performance units in respect of the capital stock of any successor
corporation; (v) redeem any Restricted Stock held by a Participant affected by the Change in Control for cash and/or other substitute
consideration with a value equal to the Fair Market Value of an unrestricted share of Common Stock on the date of the Change in
Control; (vi) terminate any Award in exchange for an amount of cash and/or property equal to the amount, if any, that would have
been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence
of the Change in Control (the “Change in Control Consideration”); provided, however that if the Change in Control
Consideration with respect to any Option or Stock Appreciation Right does not exceed the exercise price of such Option or Stock
Appreciation Right, the Committee may cancel the Option or Stock Appreciation Right without payment of any consideration therefor.
Any such Change in Control Consideration may be subject to any escrow, indemnification and similar obligations, contingencies
and encumbrances applicable in connection with the Change in Control to holders of Common Stock. Without limitation of the foregoing,
if as of the date of the occurrence of the Change in Control the Committee determines that no amount would have been attained
upon the realization of the Participant’s rights, then such Award may be terminated by the Company without payment. The
Committee may cause the Change in Control Consideration to be subject to vesting conditions (whether or not the same as the vesting
conditions applicable to the Award prior to the Change in Control) and/or make such other modifications, adjustments or amendments
to outstanding Awards or this Plan as the Committee deems necessary or appropriate.


 


(c)
The Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards,
(ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same or similar
post-closing purchase price adjustments, escrow terms, offset rights, holdback terms and similar conditions as the other holders
of Common Stock, and (iii) execute and deliver such documents and instruments as the Committee may reasonably require for the
Participant to be bound by such obligations. The Committee will endeavor to take action under this Section 14 in a manner that
does not cause a violation of Section 409A of the Code with respect to an Award.


 


15.
General Provisions


 


Section
15.1 Award Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an
Award Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or
units subject to the Award, the exercise price, base price, or purchase price of the Award, the time or times at which an Award
will become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an
Award of termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference
or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable
to the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive
Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of
the Code. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than
such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all
Awards) or as are expressly set forth in the Award Agreement.


 




    	 	 	 



    	 



    

 


Section
15.2 Forfeiture Events/Representations. The Committee may specify in an Award Agreement at the time of the Award that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture
or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance
conditions of an Award. Such events shall include, but shall not be limited to, termination of Service for Cause, violation of
material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant,
or other conduct by the Participant that is detrimental to the business or reputation of the Company. The Committee may also specify
in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be conditioned
upon the Participant making a representation regarding compliance with noncompetition, confidentiality or other restrictive covenants
that may apply to the Participant and providing that the Participant’s rights, payments and benefits with respect to an
Award shall be subject to reduction, cancellation, forfeiture or recoupment on account of a breach of such representation. Notwithstanding
the foregoing, the confidentiality restrictions set forth in an Award Agreement shall not, and shall not be interpreted to, impair
a Participant from exercising any legally protected whistleblower rights (including under Rule 21 of the Exchange Act). In addition
and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank
Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any “clawback” policy
adopted by the Company or as is otherwise required by applicable law or stock exchange listing condition.


 


Section
15.3 No Assignment or Transfer; Beneficiaries.


 


(a)
Awards under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and
distribution, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding
the foregoing, the Committee may provide in an Award Agreement that the Participant shall have the right to designate a beneficiary
or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s
death. During the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant’s
guardian or legal representative. In the event of a Participant’s death, an Award may, to the extent permitted by the Award
Agreement, be exercised by the Participant’s beneficiary as designated by the Participant in the manner prescribed by the
Committee or, in the absence of an authorized beneficiary designation, by the legatee of such Award under the Participant’s
will or by the Participant’s estate in accordance with the Participant’s will or the laws of descent and distribution,
in each case in the same manner and to the same extent that such Award was exercisable by the Participant on the date of the Participant’s
death.


 


(b)
Limited Transferability Rights. Notwithstanding anything else in this Section 15.3 to the contrary, the Committee may in
its discretion provide in an Award Agreement that an Award in the form of a Nonqualified Stock Option, share-settled Stock Appreciation
Right, Restricted Stock, Performance Share or share-settled Other Stock-Based Award may be transferred, on such terms and conditions
as the Committee deems appropriate, either (i) by instrument to the Participant’s “Immediate Family” (as defined
below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the
Participant’s designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant’s
rights shall succeed and be subject to all of the terms of the applicable Award Agreement and the Plan. “Immediate Family”
means any 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, and shall include adoptive relationships.


 


Section
15.4 Rights as Stockholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any
unissued securities covered by an Award until the date the Participant becomes the holder of record of such securities. Except
as provided in Section 4.2 hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except
to the extent that the Award Agreement provides for dividend payments or dividend equivalent rights.


 


Section
15.5 Employment or Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon
any Eligible Person or Participant any right to continue in Service, or interfere in any way with the right of the Company or
any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or Participant for any
reason at any time.


 


Section
15.6 Fractional Shares. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting
of dividends or dividend equivalents under an Award, the Committee shall have the discretionary authority to (i) disregard such
fractional share or unit, (ii) round such fractional share or unit to the nearest lower or higher whole share or unit, or (iii)
convert such fractional share or unit into a right to receive a cash payment.


 


Section
15.7 Other Compensation and Benefit Plans. The amount of any compensation deemed to be received by a Participant pursuant
to an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant
is entitled under any other compensation or benefit plan or program of the Company or any Subsidiary, including, without limitation,
under any bonus, pension, profit-sharing, life insurance, salary continuation or severance benefits plan, except to the extent
specifically provided by the terms of any such plan.


 




    	 	 	 



    	 



    

 


Section
15.8 Plan Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant,
the Participant’s executor, administrator and permitted transferees and beneficiaries. In addition, all obligations of the
Company under this Plan with respect to Awards granted hereunder shall 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 and/or assets of the Company.


 


Section
15.9 Foreign Jurisdictions. The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent
with the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws
of other jurisdictions with respect to Awards that may be subject to such laws. The terms and conditions of such Awards may vary
from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary
for such purpose. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of the
Plan, not inconsistent with the intent of the Plan, as it may consider necessary or appropriate for such purposes, without thereby
affecting the terms of the Plan as in effect for any other purpose.


 


Section
15.10 Substitute Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right
of the Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation
or other corporate transaction, of the business or assets of any corporation or other entity. Without limiting the foregoing,
the Committee may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person
by reason of any such corporate transaction in substitution for awards previously granted by such corporation or entity to such
person. The terms and conditions of the substitute Awards may vary from the terms and conditions that would otherwise be required
by the Plan solely to the extent the Committee deems necessary for such purpose. Any shares of Common Stock subject to these substitute
Awards shall not be counted against any of the maximum share limitations set forth in the Plan.


 


16.
Legal Compliance


 


Section
16.1 Securities Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all
then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory
agencies having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As
a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant
to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock
issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act, as amended,
under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other
securities laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time
of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current
intention to sell or distribute such shares. All Common Stock issued pursuant to the terms of this Plan shall constitute “restricted
securities,” as that term is defined in Rule 144 promulgated pursuant to the Securities Act, and may not be transferred
except in compliance herewith and with the registration requirements of the Securities Act or an exemption therefrom. Certificates
representing Common Stock acquired pursuant to an Award may bear such legend as the Company may consider appropriate under the
circumstances.


 


Section
16.2 Incentive Arrangement. The Plan is designed to provide an ongoing, pecuniary incentive for Participants to produce
their best efforts to increase the value of the Company. The Plan is not intended to provide retirement income or to defer the
receipt of payments hereunder to the termination of a Participant’s employment or beyond. The Plan is thus intended not
to be a pension or welfare benefit plan that is subject to Employee Retirement Income Security Act of 1974 (“ERISA”),
and shall be construed accordingly. All interpretations and determinations hereunder shall be made on a basis consistent with
the Plan’s status as not an employee benefit plan subject to ERISA.


 


Section
16.3 Unfunded Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company
to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance
of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor
of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest
in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement
or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations
under the Plan.


 




    	 	 	 



    	 



    

 


Section
16.4 Section 409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with
the requirements of Section 409A of the Code or an exemption thereto, and the Plan and all Award Agreements shall be interpreted
and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under
Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, in the event that any provision of the Plan or
an Award Agreement is determined by the Committee, in its sole discretion, to not comply with the requirements of Section 409A
of the Code or an exemption thereto, the Committee shall, in its sole discretion, have the authority to take such actions and
to make such interpretations or changes to the Plan or an Award Agreement as the Committee deems necessary, regardless of whether
such actions, interpretations or changes shall adversely affect a Participant, subject to the limitations, if any, of applicable
law. If an Award is subject to Section 409A of the Code, any payment made to a Participant who is a “specified employee”
of the Company or any Subsidiary shall not be made before the date that is six months after the Participant’s “separation
from service” to the extent required to avoid the adverse consequences of Section 409A of the Code. For purposes of this
Section 16.4, the terms “separation from service” and “specified employee” shall have the meanings set
forth in Section 409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties
that may be imposed on any Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the
Code.


 


Section
16.5 Tax Withholding.


 


(a)
The Company shall have the power and the right to deduct or withhold, or require a participant to remit to the Company, up to
the maximum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to
be withheld with respect to any taxable event arising as a result of this Plan, but in no event shall such deduction or withholding
or remittance exceed the maximum statutory withholding requirements unless permitted by the Company and such additional withholding
amount will not cause adverse accounting consequences and is permitted under Applicable Law. Notwithstanding the foregoing, if
a specific statutory amount of withholding does not apply under the laws of any foreign jurisdiction, the Company may withhold
such amount for remittance to the applicable taxing authority of such jurisdiction as the Company determines in its discretion,
uniformly applied, to be appropriate.


 


(b)
A Participant may, in order to fulfill the withholding obligation, tender previously-acquired shares of Common Stock or have shares
of stock withheld from the exercise, provided that the shares have an aggregate Fair Market Value sufficient to satisfy in whole
or in part the applicable withholding taxes. The broker-assisted exercise procedure described in Section 6.5 may also be utilized
to satisfy the withholding requirements related to the exercise of a Stock Option.


 


(c)
Notwithstanding the foregoing, a Participant may not use shares of Common Stock to satisfy the withholding requirements to the
extent that (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would
subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would constitute
a violation of the provisions of any law or regulation (including the Sarbanes-Oxley Act of 2002); or (iii) such withholding would
cause adverse accounting consequences for the Company.


 


Section
16.6 No Guarantee of Tax Consequences. Neither the Company, the Board, the Committee nor any other Person make any commitment
or guarantee that any federal, state, local or foreign tax treatment will apply or be available to any Participant or any other
person hereunder.


 


Section
16.7 Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable
by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance
with their terms, and all provisions shall remain enforceable in any other jurisdiction.


 


Section
16.8 Stock Certificates; Book Entry Form. Notwithstanding any provision of the Plan
to the contrary, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, any obligation
set forth in the Plan pertaining to the delivery or issuance of stock certificates evidencing shares of Common Stock may be satisfied
by having issuance and/or ownership of such shares recorded on the books and records of the Company (or,
as applicable, its transfer agent or stock plan administrator).


 


Section
16.9 Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of
the State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.


 




    	 	 	 



    	 



    

 


17.
Effective Date, Amendment and Termination


 


Section
17.1 Effective Date. The effective date of the Plan shall be the date on which the Plan is approved by the Board; provided,
however, that Awards granted under the Plan subsequent to the approval of the Plan by the Board shall be valid only if the Plan
is approved by the requisite percentage of the holders of the Common Stock of the Company within one year of the date on which
such Board approval occurs. If such stockholder approval is not obtained within one year after the date of the Board’s approval
of the Plan, then all Awards previously granted under the Plan shall terminate and cease to be outstanding, and no further Awards
shall be granted under the Plan.


 


Section
17.2 Amendment; Termination. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend
the Plan at any time and from time to time in such respects as the Board may deem advisable or in the best interests of the Company
or any Subsidiary; provided, however, that (a) no such amendment, suspension or termination shall materially and adversely affect
the rights of any Participant under any outstanding Awards, without the consent of such Participant, (b) to the extent necessary
and desirable to comply with any applicable law, regulation, or stock exchange rule, the Company shall obtain stockholder approval
of any Plan amendment in such a manner and to such a degree as required, and (c) stockholder approval is required for any amendment
to the Plan that (i) increases the number of shares of Common Stock available for issuance under the Plan, or (ii) changes the
persons or class of persons eligible to receive Awards. The Plan will continue in effect until terminated in accordance with this
Section 17.2; provided, however, that no Award will be granted hereunder on or after the 10th anniversary of the date of
the adoption of the Plan by the Board (the “Expiration Date”); but provided further, that Awards granted prior
to such Expiration Date may extend beyond that date.


 


.
.. .


 


ADOPTION
AND APPROVAL OF PLAN


Date
Plan initially adopted by Board: February 6, 2021


Date
Plan approved by Shareholders: March 24, 2021


Effective
date of Plan: February 6, 2021