Exhibit 10.2


 


TITAN
PHARMACEUTICALS, INC.

FIFTH AMENDED AND RESTATED

2015 OMNIBUS EQUITY INCENTIVE PLAN


 


As
Amended [●], 2022


 


ARTICLE
I

PURPOSE


 


The
purpose of this Titan Pharmaceuticals, Inc. 2015 Omnibus Equity Incentive Plan (the “Plan”) is to benefit Titan Pharmaceuticals,
Inc., a Delaware corporation (the “Company”) and its stockholders, by assisting the Company to attract, retain and
provide incentives to key employees and directors of, and consultants to, the Company and its Affiliates, and to align the interests
of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified
Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance
Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing.


 


ARTICLE
II

DEFINITIONS


 


The
following definitions shall be applicable throughout the Plan unless the context otherwise requires:


 


2.1 “Affiliate”
shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of Section 424(f)
of the Code or other entity in which the Company has a controlling interest in such entity or another entity which is part of a chain
of entities in which the Company or each entity has a controlling interest in another entity in the unbroken chain of entities ending
with the applicable entity.


 


2.2 “Award”
shall mean, individually or collectively, any Option, Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, Performance
Unit Award, Stock Appreciation Right, Distribution Equivalent Right or Unrestricted Stock Award.


 


2.3 “Award
Agreement” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms
and conditions of the Award.


 


2.4 “Board”
shall mean the Board of Directors of the Company.


 


2.5 “Base
Value” shall have the meaning given to such term in Section 14.2.


 


2.6 “Cause”
shall mean (i) if the Holder is a party to an employment or service agreement with the Company or an Affiliate which agreement defines
“Cause” (or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or
(ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination by the Company or an Affiliate
of the employment (or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably
assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction
which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation
of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation
of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of
the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written
agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination
of which shall be final, conclusive and binding on all parties.


 





     


     


    

 


2.7 “Change
of Control” shall mean: (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate
which agreement defines “Change of Control” (or a similar term), “Change of Control” shall have the same
meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Change of Control”
shall mean the satisfaction of any one or more of the following conditions (and the “Change of Control” shall be deemed to
have occurred as of the first day that any one or more of the following conditions shall have been satisfied):


 


(a) Any
person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”),
other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities;


 


(b) The
closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business
Combination in which holders of the Shares immediately prior to the Business Combination have substantially the same proportionate ownership
of the common stock of the surviving corporation immediately after the Business Combination as immediately before;


 


(c) The
closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not
an Affiliate;


 


(d) The
approval by the holders of shares of Shares of a plan of complete liquidation of the Company, other than a merger of the Company into
any subsidiary or a liquidation as a result of which persons who were stockholders of the Company immediately prior to such liquidation
have substantially the same proportionate ownership of shares of common stock of the surviving corporation immediately after such liquidation
as immediately before; or


 


(e) Within
any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of
directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for
election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of
this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either
an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited
to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition).


 


2.8 “Code”
shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to any section and any regulation under such section.


 


2.9 “Committee”
shall mean a committee comprised of two (2) or more members of the Board who are selected by the Board as provided in Section 4.1.


 


2.10 “Company”
shall have the meaning given to such term in the introductory paragraph, including any successor thereto.


 


2.11 “Consultant”
shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly with the
Company or an Affiliate to render bona fide consulting or advisory services thereto.


 


2.12 “Director”
shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.


 





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2.13 “Distribution
Equivalent Right” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping
credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the
Holder held a specified number of Shares during the period the Holder held the Distribution Equivalent Right.


 


2.14 “Distribution
Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution
Equivalent Right Award.


 


2.15 “Effective
Date” shall mean August 24, 2015 or such later date that the Plan is approved by the stockholders of the Company.


 


2.16 “Employee”
shall mean any employee, including any officer, of the Company or an Affiliate.


 


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


 


2.18 “Fair
Market Value” shall mean, as of any specified date, the closing sales price of the Shares for such date (or, in the event that
the Shares are not traded on such date, on the immediately preceding trading date) on the NASDAQ Stock Market (“NASDAQ”),
as reported by NASDAQ, or such other domestic or foreign national securities exchange on which the Shares may be listed. If the Shares
are not listed on NASDAQ or on a national securities exchange, but are quoted on the OTC Bulletin Board or by the National Quotation
Bureau, the Fair Market Value of the Shares shall be the mean of the highest bid and lowest asked prices per Share for such date. If
the Shares are not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair
and reasonable means (which means may be set forth with greater specificity in the applicable Award Agreement). The Fair Market Value
of property other than Shares shall be determined by the Board in good faith by any fair and reasonable means consistent with the requirements
of applicable law.


 


2.19 “Family
Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent, 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, including adoptive relationships,
any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more
than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets,
and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.


 


2.20 “Holder”
shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative,
who has acquired such Award in accordance with the terms of the Plan, as applicable.


 


2.21 “Incentive
Stock Option” shall mean an Option which is intended by the Committee to constitute an “incentive stock option”
and conforms to the applicable provisions of Section 422 of the Code.


 


2.22 “Incumbent
Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not
a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.


 


2.23 “Non-qualified
Stock Option” shall mean an Option which is not an Incentive Stock Option or which is designated as an Incentive Stock Option
but does not meet the applicable requirements of Section 422 of the Code.


 


2.24 “Option”
shall mean an Award granted under Article VII of the Plan of an option to purchase Shares and shall include both Incentive Stock Options
and Non-qualified Stock Options.


 


2.25 “Option
Agreement” shall mean a written agreement between the Company and a Holder with respect to an Option.


 





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2.26 “Performance
Criteria” shall mean the criteria selected by the Committee for purposes of establishing the Performance Goal(s) for a Holder
for a Performance Period.


 


2.27 “Performance
Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance Period
based upon the Performance Criteria, which may be related to the performance of the Holder, the Company or an Affiliate.


 


2.28 “Performance
Period” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee,
over which the attainment of the Performance Goals shall be measured for purposes of determining a Holder’s right to, and the payment
of, a Qualified Performance-Based Award.


 


2.29 “Performance
Stock Award” or “Performance Stock” shall mean an Award granted under Article XII of the Plan under which,
upon the satisfaction of predetermined Performance Goals, Shares are paid to the Holder.


 


2.30 “Performance
Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Stock Award.


 


2.31 “Performance
Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.


 


2.32 “Performance
Unit Award” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined Performance
Goals, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.


 


2.33 “Performance
Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.


 


2.34 “Plan”
shall mean this Titan Pharmaceuticals 2015 Omnibus Equity Incentive Plan, as amended from time to time, together with each of the Award
Agreements utilized hereunder.


 


2.35 “Qualified
Performance-Based Award” shall mean an Award that is intended to qualify as “performance-based” compensation under
Section 162(m) of the Code.


 


2.36 “Restricted
Stock Award” and “Restricted Stock” shall mean an Award granted under Article VIII of the Plan of Shares,
the transferability of which by the Holder is subject to Restrictions.


 


2.37 “Restricted
Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.


 


2.38 “Restricted
Stock Unit Award” and “RSUs” shall refer to an Award granted under Article X of the Plan under which, upon
the satisfaction of predetermined individual service-related vesting requirements, a cash payment shall be made to the Holder, based
on the number of Units awarded to the Holder.


 


2.39 “Restricted
Stock Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.


 


2.40 “Restriction
Period” shall mean the period of time for which Shares subject to a Restricted Stock Award shall be subject to Restrictions,
as set forth in the applicable Restricted Stock Agreement.


 





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2.41 “Restrictions”
shall mean the forfeiture, transfer and/or other restrictions applicable to Shares awarded to an Employee, Director or Consultant under
the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Agreement.


 


2.42 “Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from
time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.


 


2.43 “Shares”
or “Stock” shall mean the common stock of the Company, par value $0.001 per share.


 


2.44 “Stock
Appreciation Right” or “SAR” shall mean an Award granted under Article XIV of the Plan of a right, granted
alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between
the date of Award and the date of exercise.


 


2.45 “Stock
Appreciation Right Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation
Right.


 


2.46 “Tandem
Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of
some or all of which results in termination of the entitlement to purchase some or all of the Shares under the related Option, all as
set forth in Article XIV.


 


2.47 “Ten
Percent Stockholder” shall mean an Employee who, at the time an Option is granted to him or her, owns shares possessing more
than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary
corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.


 


2.48 “Termination
of Service” shall mean a termination of a Holder’s employment with, or status as a Director or Consultant of, the Company
or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death, except as provided
in Section 6.4. In the event Termination of Service shall constitute a payment event with respect to any Award subject to Code Section 409A,
Termination of Service shall only be deemed to occur upon a “separation from service” as such term is defined under Code
Section 409A and applicable authorities.


 


2.49 “Total
and Permanent Disability” of an individual shall mean the inability of such individual to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than twelve (12) months, within the meaning of Section 22(e)(3)
of the Code.


 


2.50 “Unit”
shall mean a bookkeeping unit, which represents such monetary amount as shall be designated by the Committee in each Performance Unit
Agreement, or represents one Share for purposes of each Restricted Stock Unit Award.


 


2.51 “Unrestricted
Stock Award” shall mean an Award granted under Article IX of the Plan of Shares which are not subject to Restrictions.


 


2.52 “Unrestricted
Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award.


 





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ARTICLE
III

EFFECTIVE DATE OF PLAN


 


The
Plan shall be effective as of the Effective Date.


 


ARTICLE
IV

ADMINISTRATION


 


4.1 Composition
of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. If necessary, in the Board’s
discretion, to comply with Rule 16b-3 under the Exchange Act and Section 162(m) of the Code, the Committee shall consist solely
of two (2) or more Directors who are each (i) “outside directors” within the meaning of Section 162(m) of the Code (“Outside
Directors”), (ii) “non-employee directors” within the meaning of Rule 16b-3 (“Non-Employee Directors”)
and (iii) “independent” for purposes of any applicable listing requirements; provided, however, that the Board
or the Committee may delegate to a committee of one or more members of the Board who are not (x) Outside Directors, the authority to
grant Awards to eligible persons who are not (A) then “covered employees” within the meaning of Section 162(m) of the
Code and are not expected to be “covered employees” at the time of recognition of income resulting from such Award, or (B)
persons with respect to whom the Company wishes to comply with the requirements of Section 162(m) of the Code, and/or (y) Non-Employee
Directors, the authority to grant Awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange
Act. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority
hereunder with respect to his or her own Award.


 


4.2 Powers.
Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations
under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants shall receive an Award, (ii) the
time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee),
(iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date or dates on which an Award vests (including acceleration
of vesting), (vi) the form of any payment to be made pursuant to an Award, (vii) the terms and conditions of an Award (including the
forfeiture of the Award, and/or any financial gain, if the Holder of the Award violates any applicable restrictive covenant thereof),
(viii) the Restrictions under a Restricted Stock Award, (ix) the number of Shares which may be issued under an Award, (x) Performance
Goals applicable to any Award and certification of the achievement of such goals, and (xi) the waiver of any Restrictions or Performance
Goals, subject in all cases to compliance with applicable laws. In making such determinations the Committee may take into account the
nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the
Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion may deem relevant.


 


4.3 Additional
Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to
the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder,
to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, to determine
the terms, restrictions and provisions of each Award and to make all other determinations necessary or advisable for administering the
Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner
and to the extent the Committee shall deem necessary, appropriate or expedient to carry it into effect. The determinations of the Committee
on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders.


 


4.4 Committee
Action. Subject to compliance with all applicable laws, action by the Committee shall require the consent of a majority of the members
of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee
shall have any liability for any good faith action, inaction or determination in connection with the Plan.


 






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ARTICLE
V

SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON


 


5.1 Authorized
Shares and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or
Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to
Article XV, the aggregate number of Shares that may be issued under the Plan shall not exceed Two Million Five Hundred Thousand (2,500,000)
Shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award.
To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the
rights of its Holder terminate, any Shares subject to such Award shall again be available for the grant of a new Award. Notwithstanding
any provision in the Plan to the contrary, the maximum number of Shares that may be subject to Awards granted to any one person during
any calendar year, shall be Two Hundred Thousand (200,000) Shares (subject to adjustment in the same manner as provided in Article XV
with respect to Shares subject to Awards then outstanding). The limitation set forth in the preceding sentence shall be applied in a
manner which shall permit compensation generated in connection with the exercise of Options or Stock Appreciation Rights to constitute
“performance-based” compensation for purposes of Section 162(m) of the Code, including, but not limited to, counting
against such maximum number of Shares, to the extent required under Section 162(m) of the Code, any Shares subject to Options or
Stock Appreciation Rights that are canceled or re-priced.


 


5.2 Types
of Shares. The Shares to be issued pursuant to the grant or exercise of an Award may consist of authorized but unissued Shares,
Shares purchased on the open market or Shares previously issued and outstanding and reacquired by the Company.


 


ARTICLE
VI

ELIGIBILITY AND TERMINATION OF SERVICE


 


6.1 Eligibility.
Awards made under the Plan may be granted solely to individuals or entities who, at the time of grant, are Employees, Directors or Consultants.
An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth
in the Plan, such Award may include, a Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted
Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right,
a Tandem Stock Appreciation Right, or any combination thereof, and solely for Employees, an Incentive Stock Option.


 


6.2 Termination
of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3
or 6.4, the following terms and conditions shall apply with respect to a Holder’s Termination of Service with the Company or an
Affiliate, as applicable:


 


(a) The
Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall terminate:


 


(i) If
such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after the date
of such Termination of Service;


 


(ii) If
such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such Termination
of Service; or


 


(iii) If
such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death. Upon such applicable
date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests
in or with respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion,
may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during
which the Holder has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time period may not
extend beyond the expiration date of the Award term.


 


(b) In
the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions,
vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted
Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal
representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or RSUs. Notwithstanding the
immediately preceding sentence, the Committee, in its sole discretion, may determine, prior to or within thirty (30) days after the date
of such Termination of Service that all or a portion of any such Holder’s Restricted Stock and/or RSUs shall not be so canceled
and forfeited.


 





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6.3 Special
Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything
to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate
shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights
with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent
determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award
or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes
of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or
her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s
becoming a Consultant, shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which
is intended to be an Incentive Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified
Stock Option. Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder
shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior
to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such
Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding,
and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not
be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate,
or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions
of Section 6.2.


 


6.4 Termination
of Service for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s
Award Agreement specifically provides otherwise, in the event of a Holder’s Termination of Service for Cause, all of such Holder’s
then outstanding Awards shall expire immediately and be forfeited in their entirety upon such Termination of Service.


 


ARTICLE
VII

OPTIONS


 


7.1 Option
Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set
forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.


 


7.2 Limitations
on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the Option
Agreement.


 


7.3 Special
Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual
during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined
in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000)
(or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Stock Options
that exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee shall determine, in accordance with applicable
provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended
by the Committee to be Incentive Stock Options when granted to the Holder, will not constitute Incentive Stock Options because of such
limitation, and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option
shall be granted to an Employee if, at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless
(i) at the time such Incentive Stock Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market
Value of the Shares subject to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after
the expiration of five (5) years from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the
Effective Date. The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option
will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code.


 





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7.4 Option
Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with
the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended
to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in
part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder for at least six (6) months and
having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time,
in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent
inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the effect of Termination of Service on the
exercisability of the Option. Moreover, without limiting the generality of the foregoing, a Non-qualified Stock Option Agreement may
provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder,
by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a part of Shares to which he
is entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price,
(ii) the delivery of the Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or
margin loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of Shares to be issued upon exercise
of the Option by the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be
so paid) as of the date of the Option’s exercise. An Option Agreement may also include provisions relating to: (i) subject to the
provisions hereof, accelerated vesting of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax
matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent
with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the
respective Option Agreements need not be identical.


 


7.5 Option
Price and Payment. The price at which an Share may be purchased upon exercise of an Option shall be determined by the Committee;
provided, however, that such Option price (i) shall not be less than the Fair Market Value of an Share on the date such
Option is granted (or 110% of Fair Market Value for an Incentive Stock Option held by Ten Percent Stockholder, as provided in Section 7.3),
and (ii) shall be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable
notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed
by the Committee as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include
the withholding of Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued
by the Company for those Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant
to the exercise of a Non-qualified Stock Option.


 


7.6 Stockholder
Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company
solely with respect to such Shares as have been purchased under the Option and for which share certificates have been registered in the
Holder’s name.


 


7.7 Options
and Rights in Substitution for Stock or Options Granted by Other Corporations. Options may be granted under the Plan from time to
time in substitution for stock options held by individuals employed by entities who become Employees, Directors or Consultants as a result
of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate
of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock or shares of the employing entity with
the result that such employing entity becomes an Affiliate.


 


7.8 Prohibition
Against Re-Pricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to
vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV,
the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding
Option or Stock Appreciation Right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation
of Options and/or Stock Appreciation Rights previously granted.


 





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ARTICLE
VIII

RESTRICTED STOCK AWARDS


 


8.1 Award.
A Restricted Stock Award shall constitute an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial
risk of forfeiture” as defined under Section 83 of the Code during the specified Restriction Period. At the time a Restricted
Stock Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have
a different Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock
Award shall not be changed except as permitted by Section 8.2.


 


8.2 Terms
and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
Shares awarded pursuant to a Restricted Stock Award shall be represented by a share certificate registered in the name of the Holder
of such Restricted Stock Award. If provided for under the Restricted Stock Agreement, the Holder shall have the right to vote Shares
subject thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends on the Shares during the Restriction
Period, except that (i) the Holder shall not be entitled to delivery of the share certificate until the Restriction Period shall have
expired, (ii) the Company shall retain custody of the share certificate during the Restriction Period (with a share power endorsed by
the Holder in blank), (iii) the Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Shares during
the Restriction Period and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement
shall cause a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion, prescribe
additional terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining
to the effect of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions
shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted
Stock Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject
to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change
of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other
matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms
and conditions of the respective Restricted Stock Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted
Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.


 


8.3 Payment
for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant
to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any
payment for Shares received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.


 


ARTICLE
IX

UNRESTRICTED STOCK AWARDS


 


9.1 Award.
Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind,
in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.


 


9.2 Terms
and Conditions. At the time any Award is made under this Article IX, the Company and the Holder shall enter into an Unrestricted
Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate.


 


9.3 Payment
for Unrestricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant
to an Unrestricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make
any payment for Shares received pursuant to an Unrestricted Stock Award, except to the extent otherwise required by law.


 





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ARTICLE
X

RESTRICTED STOCK UNIT AWARDS


 


10.1 Award.
A Restricted Stock Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder
at the end of a specified Restriction Period. At the time a Restricted Stock Unit Award is made, the Committee shall establish the Restriction
Period applicable to such Award. Each Restricted Stock Unit Award may have a different Restriction Period, in the discretion of the Committee.
A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends
or any other rights associated with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant
to Section 10.3.


 


10.2 Terms
and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Stock
Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Restricted Stock Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required
to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the
Holder. Such conditions shall be sufficient to constitute a “substantial risk of forfeiture” as such term is defined under
Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions
or restrictions relating to Restricted Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules
pertaining to the effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of
the respective Restricted Stock Unit Agreements need not be identical.


 


10.3
Distributions of Shares. The Holder of a Restricted Stock Unit shall be entitled to receive a cash payment equal to the
Fair Market Value of an Share, or one Share, as determined in the sole discretion of the Committee and as set forth in the Restricted
Stock Unit Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies the
applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar
month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject
to a “substantial risk of forfeiture”).


 


ARTICLE
XI

PERFORMANCE UNIT AWARDS


 


11.1 Award.
A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined individual and/or Company (and/or
Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be made to the Holder, based on the number
of Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee shall establish the Performance Period and
applicable Performance Goals. Each Performance Unit Award may have different Performance Goals, in the discretion of the Committee. A
Performance Unit Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends
or any other rights associated with ownership of Shares.


 


11.2 Terms
and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall enter into a Performance Unit
Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period, Performance Criteria and Performance
Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to
Section 11.3, the number of Units awarded to the Holder and the dollar value or formula assigned to each such Unit. Such payment
shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the
Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards,
including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable performance
period. The terms and conditions of the respective Performance Unit Agreements need not be identical.


 





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11.3
Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned
to such Unit under the applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially satisfy, if
applicable under the applicable Performance Unit Agreement) the Performance Goals set forth in such Performance Unit Agreement.
If necessary to satisfy the requirements of Code Section 162(m), if applicable, the achievement of such Performance Goals
shall be certified in writing by the Committee prior to any payment. All payments shall be made no later than by the fifteenth
(15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance
goals and objectives relate.


 


ARTICLE
XII

PERFORMANCE STOCK AWARDS


 


12.1 Award.
A Performance Stock Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder
at the end of a specified Performance Period subject to achievement of specified Performance Goals. At the time a Performance Stock Award
is made, the Committee shall establish the Performance Period and applicable Performance Goals based on selected Performance Criteria.
Each Performance Stock Award may have different Performance Goals, in the discretion of the Committee. A Performance Stock Award shall
not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated
with ownership of Shares unless and until the Holder shall receive a distribution of Shares pursuant to Section 11.3.


 


12.2
Terms and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall enter into
a Performance Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may
determine to be appropriate. The Committee shall set forth in the applicable Performance Stock Agreement the Performance Period,
selected Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the
Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance Stock Award and the number of
Shares subject to such Performance Stock Award. Such distribution shall be subject to a “substantial risk of forfeiture”
under Section 409A of the Code. If such Performance Goals are achieved, the distribution of Shares (or the payment of cash,
as determined in the sole discretion of the Committee), shall be made no later than by the fifteenth (15th) day of the third (3rd)
calendar month next following the end of the Company’s fiscal year to which such goals and objectives relate. At the time
of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to
Performance Stock Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination of Service
prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance Stock Agreements
need not be identical.


 


12.3
Distributions of Shares. The Holder of a Performance Stock Award shall be entitled to receive a cash payment equal to the
Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee, for each Performance Stock
Award subject to such Performance Stock Agreement, if the Holder satisfies the applicable vesting requirement. If necessary to
satisfy the requirements of Code Section 162(m), if applicable, the achievement of such Performance Goals shall be certified
in writing by the Committee prior to any payment. Such distribution shall be made no later than by the fifteenth (15th) day of
the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives
relate.


 


ARTICLE
XIII

DISTRIBUTION EQUIVALENT RIGHTS


 


13.1 Award.
A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal
in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the specified
period of the Award.


 





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13.2
Terms and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall enter into
a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters
as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights
Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to
have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be
entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under
Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later
than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in
which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in Shares,
as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but
need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent
Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other
Award.


 


13.3
Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may
provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later
than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in
which such interest is credited and vested), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement,
on the amount of cash payable thereunder.


 


ARTICLE
XIV

STOCK APPRECIATION RIGHTS


 


14.1 Award.
A Stock Appreciation Right shall constitute a right, granted alone or in connection with a related Option, to receive a payment equal
to the increase in value of a specified number of Shares between the date of Award and the date of exercise.


 


14.2 Terms
and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall enter into a Stock Appreciation
Right Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Committee shall set forth in the applicable Stock Appreciation Right Agreement the terms and conditions of the Stock Appreciation
Right, including (i) the base value (the “Base Value”) for the Stock Appreciation Right, which shall be not less than
the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right, (ii) the number of Shares subject to the Stock
Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that
no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other
special rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of
the portion of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Shares having
an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product
of:


 


(a) The
excess of (i) the Fair Market Value of an Share on the date of exercise, over (ii) the Base Value, multiplied by, (b)The number of Shares
with respect to which the Stock Appreciation Right is exercised.


 


14.3 Tandem
Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation
Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall
apply:


 


(a) The
Base Value shall be equal to or greater than the per Share exercise price under the related Option;


 


(b) The
Tandem Stock Appreciation Right may be exercised for all or part of the Shares which are subject to the related Option, but solely upon
the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a Share is
purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be canceled);


 





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(c) The
Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;


 


(d) The
value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference
between the per Share exercise price under the related Option and the Fair Market Value of the Shares subject to the related Option at
the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Shares with respect to which the Tandem Stock
Appreciation Right is exercised; and


 


(e) The
Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the related Option exceeds
the per Share exercise price under the related Option.


 


ARTICLE
XV

RECAPITALIZATION OR REORGANIZATION


 


15.1 Adjustments
to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as presently constituted; provided,
however, that if, and whenever, prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore
granted, the Company shall effect a subdivision or consolidation of the Shares or the payment of an Share dividend on Shares without
receipt of consideration by the Company, the number of Shares with respect to which such Award may thereafter be exercised or satisfied,
as applicable, (i) in the event of an increase in the number of outstanding Shares, shall be proportionately increased, and the purchase
price per Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be
proportionately reduced, and the purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other
provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with
the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock
Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code,
and (y) which is a Non-qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall
any adjustment be made which would render any Non-qualified Stock Option granted under the Plan to become subject to Section 409A
of the Code.


 


15.2 Recapitalization.
If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable,
of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in
lieu of the number of Shares then covered by such Award, the number and class of shares and securities to which the Holder would have
been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder
of record of the number of Shares then covered by such Award.


 


15.3 Other
Events. In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation,
combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award
and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be
adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the
applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the
event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under
the Plan pursuant to Section 5.1 (and the Code Section 162(m) limit set forth therein) may be appropriately adjusted by the
Board, the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or
a person who has an outstanding Award. The number of Shares subject to any Award shall be rounded to the nearest whole number.


 





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15.4 Powers
Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board
or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s
capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting
Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all
or any part of its assets or business or any other corporate act or proceeding.


 


15.5 No
Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities
convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants
to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and
in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made
with respect to the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.


 


ARTICLE
XVI

AMENDMENT AND TERMINATION OF PLAN


 


The
Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the
date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate
the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however,
that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore
granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time
to time; provided, however, that without the approval by a majority of the votes cast at a meeting of stockholders
at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors
is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing to
Holders, (ii) except as otherwise expressly provided in Article XV, materially increase the number of Shares subject to the Plan
or the individual Award Agreements specified in Article V, (iii) materially modify the requirements for participation in the Plan,
or (iv) amend, modify or suspend Section 7.7 (re-pricing prohibitions) or this Article XVI. In addition, no change in any
Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with respect to such
Award without the consent of the Holder (unless such change is required in order to cause the benefits under the Plan to qualify
as “performance-based” compensation within the meaning of Section 162(m) of the Code or to exempt the Plan or
any Award from Section 409A of the Code).


 


ARTICLE
XVII

MISCELLANEOUS


 


17.1 No
Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give
an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of
the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.


 


17.2 No
Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment
with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment
of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership
on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the
Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the
Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s
consulting engagement with the Company or an Affiliate at any time.


 





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17.3
Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan
to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations, and
any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither
the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares
issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements
of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section 409A
of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company shall
have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law
to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award
satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Company shall have
been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions
as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions
as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect of an Award)
to satisfy, in whole or in part, the amount required to be withheld.


 


17.4 No
Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking
any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such
action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other
person shall have any claim against the Company or any Affiliate as a result of any such action.


 


17.5 Restrictions
on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned,
transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except by will or by the laws
of descent and distribution. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s
guardian or legal representative.


 


17.6 Beneficiary
Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries)
for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s
death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company
and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any
such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.


 


17.7 Rule 16b-3.
It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements
of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise
not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary
to conform to the requirements of Rule 16b-3.


 





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17.8 Section 162(m).
The following conditions shall apply if it is intended that the requirements of Section 162(m) of the Code be satisfied such that
Awards under the Plan which are made to Holders who are “covered employees” (as defined in Section 162(m) of the Code)
shall constitute “performance-based” compensation within the meaning of Section 162(m) of the Code: Any Performance
Goal(s) applicable to Qualified Performance-Based Awards shall be objective, shall be established not later than ninety (90) days after
the beginning of any applicable Performance Period (or at such other date as may be required or permitted for “performance-based”
compensation under Section 162(m) of the Code) and shall otherwise meet the requirements of Section 162(m) of the Code, including
the requirement that the outcome of the Performance Goal or Goals be substantially uncertain (as defined in the regulations under Section 162(m)
of the Code) at the time established. The Performance Criteria to be utilized under the Plan to establish Performance Goals shall consist
of objective tests based on one or more of the following: earnings or earnings per share, cash flow or cash flow per share, operating
cash flow or operating cash flow per share revenue growth, product revenue growth, financial return ratios (such as return on equity,
return on investment and/or return on assets), share price performance, stockholder return, equity and/or value, operating income, operating
margins, earnings before interest, taxes, depreciation and amortization, earnings, pre- or post-tax income, economic value added (or
an equivalent metric), profit returns and margins, credit quality, sales growth, market share, working capital levels, comparisons with
various share market indices, year-end cash, debt reduction, assets under management, operating efficiencies, strategic partnerships
or transactions (including co-development, co-marketing, profit sharing, joint venture or other similar arrangements), and/or financing
and other capital raising transaction. Performance criteria may be established on a Company-wide basis or with respect to one or more
Company business units or divisions or subsidiaries; and either in absolute terms, relative to the performance of one or more similarly
situated companies, or relative to the performance of an index covering a peer group of companies. When establishing Performance Goals
for the applicable Performance Period, the Committee may exclude any or all “extraordinary items” as determined under U.S.
generally accepted accounting principles including, without limitation, the charges or costs associated with restructurings of the Company,
discontinued operations, other unusual or non-recurring items, and the cumulative effects of accounting changes, and as identified in
the Company’s financial statements, notes to the Company’s financial statements or management’s discussion and analysis
of financial condition and results of operations contained in the Company’s most recent annual report filed with the U.S. Securities
and Exchange Commission pursuant to the Exchange Act. Holders who are “covered employees” (as defined in Section 162(m)
of the Code) shall be eligible to receive payment under a Qualified Performance-Based Award which is subject to achievement of a Performance
Goal or Goals only if the applicable Performance Goal or Goals are achieved within the applicable Performance Period, as determined by
the Committee. If any provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m)
of the Code as so intended, such provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m)
of the Code. The Committee may postpone the exercising of Awards, the issuance or delivery of Shares under any Award or any action permitted
under the Plan to prevent the Company or any subsidiary from being denied a federal income tax deduction, provided that such deferral
satisfies the requirements of Section 409A of the Code. For purposes of the requirements of Treasury Regulation Section 1.162-27(e)(4)(i),
the maximum aggregate amount that may be paid in cash during any calendar year to any one person (measured from the date of any payment)
with respect to one or more Awards payable in cash shall be Ten Million Dollars ($10,000,000).


 


17.9 Section 409A.
Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under the Plan with terms and/or
conditions which would cause such Award to constitute non-qualified “deferred compensation” under Section 409A of the
Code unless such Award shall be structured to be exempt from or comply with all requirements of Code Section 409A. The Plan and
all Award Agreements are intended to comply with the requirements of Section 409A of the Code (or to be exempt therefrom) and shall
be so interpreted and construed and no amount shall be paid or distributed from the Plan unless and until such payment complies with
all requirements of Code Section 409A. It is the intent of the Company that the provisions of this Agreement and all other plans
and programs sponsored by the Company be interpreted to comply in all respects with Code Section 409A, however, the Company shall
have no liability to the Holder, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately
be determined to be applicable to any payment or benefit received by the Holder or any successor or beneficiary thereof.


 






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17.10 Indemnification.
Each person who is or shall have been a member of the Committee or of the Board shall 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 thereby in connection with or
resulting from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s
approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided,
however, that such person shall 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 or her own behalf. The foregoing right of indemnification shall not be exclusive and shall
be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation
or By-laws, by contract, as a matter of law, or otherwise.


 


17.11 Other
Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary
or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the
Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received. Nothing
in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in
cash or property, in a manner which is not expressly authorized under the Plan.


 


17.12 Limits
of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created
under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability
to any party for any action taken or not taken, in good faith, in connection with or under the Plan.


 


17.13 Governing
Law. Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State of Delaware, without
regard to principles of conflicts of law.


 


17.14 Severability
of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been
included in the Plan.


 


17.15 No
Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other
segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash distribution pursuant to the
terms of an Award, such Award shall represent an unfunded unsecured contractual obligation of the Company and the Holder shall have no
greater claim to the Shares underlying such Award or any other assets of the Company or Affiliate than any other unsecured general creditor.


 


17.16 Headings.
Headings used throughout the Plan are for convenience only and shall not be given legal significance.


 





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