Exhibit 10.13


 


FORM OF


 


BKV
Corporation


 


2022
EQUITY and INCENTIVE Compensation PLAN


 


1.             Purpose.
The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its
Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service
and/or performance.


 


2.             Definitions.
As used in this Plan:


 


(a)           “Appreciation
Right” means a right granted pursuant to Section 5 of this Plan.


 


(b)           “Base
Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.


 


(c)           “Board”
means the Board of Directors of the Company.


 


(d)           “Cash
Incentive Award” means a cash award granted pursuant to Section 8 of this Plan.


 


(e)           “Change
in Control” has the meaning set forth in Section 12 of this Plan.


 


(f)            “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder, as such law and regulations may
be amended from time to time.


 


(g)           “Committee”
means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer
this Plan pursuant to Section 10 of this Plan.


 


(h)           “Common
Shares” means the shares of common stock, par value $0.01 per share, of the Company or any security into which such common shares
may be changed by reason of any transaction or event of the type referred to in Section 11 or Section 12
of this Plan.


 


(i)            “Company”
means BKV Corporation, a Delaware corporation, and its successors.


 


(j)            “Company
Voting Securities” means the voting securities of the Company entitled to vote generally in the election of Directors.


 


(k)           “Date
of Grant” means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares,
Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale
of Restricted Shares, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become
effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).


 






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(l)            “Director”
means a member of the Board.


 


(m)          “Effective
Date” means the date this Plan is approved by the Shareholders.


 


(n)           “Evidence
of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee
that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium,
may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed
by a representative of the Company or a Participant.


 


(o)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, as
such law, rules and regulations may be amended from time to time.


 


(p)           “Exempt
Person” means each of Banpu Public Company Limited, a public company incorporated in and existing under the Laws of Thailand, and
any corporation, company or other entity that is wholly-owned by Banpu Public Company Limited, as of the relevant time.


 


(q)           “Management
Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have
received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights,
Appreciation Rights, Restricted Shares, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. If the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion
modify such Management Objectives or the goals or actual levels of achievement regarding the Management Objectives, in whole or in part,
as the Committee deems appropriate and equitable.


 


(r)            “Market
Value per Share” means, as of any particular date, the closing price of a Common Share as reported for that date on the New York
Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange
on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred.
If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as
determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such
method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A
of the Code.


 


(s)            “Optionee”
means the optionee named in an Evidence of Award evidencing an outstanding Option Right.


 


(t)            “Option
Price” means the purchase price payable on exercise of an Option Right.


 






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(u)           “Option
Right” means the right to purchase Common Shares upon exercise of an award granted pursuant to Section 4 of
this Plan.


 


(v)           “Participant”
means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) a non-employee Director,
(ii) an officer or other employee of the Company or any Subsidiary, or (iii) a person, including a consultant, who provides
services to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies
the Form S-8 definition of an “employee”).


 


(w)           “Performance
Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant
to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance
Share or Performance Unit are to be achieved.


 


(x)            “Performance
Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8
of this Plan.


 


(y)           “Performance
Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent to
$1.00 or such other value as is determined by the Committee.


 


(z)            “Plan”
means this BKV Corporation 2022 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time.


 


(aa)         “Predecessor
Plan” means the BKV Corporation 2021 Long Term Incentive Plan, adopted January 1, 2021, as amended.


 


(bb)         “Restricted
Shares” means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial
risk of forfeiture nor the prohibition on transfers has expired.


 


(cc)         “Restricted
Stock Units” means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares, cash
or a combination thereof at the end of the applicable Restriction Period.


 


(dd)         “Restriction
Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7
of this Plan.


 


(ee)         “Shareholder”
means an individual or entity that owns one or more Common Shares.


 


(ff)           “Spread”
means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with
respect to the Appreciation Right.


 


(gg)         “Subsidiary”
means a corporation, company or other entity (i) more than 60% of whose outstanding shares or securities (representing the right
to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities
(as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but
more than 60% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter,
owned or controlled, directly or indirectly, by the Company.


 






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(hh)         “Voting
Power” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the election
of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity.


 


3.             Shares
Available Under this Plan.


 


		(a)	Maximum Shares Available Under this Plan.



 


		(i)	Subject to adjustment as provided in Section 11 of this Plan and the share counting
rules set forth in Section 3(b) of this Plan, the number of Common Shares available under this Plan for awards
of (A) Option Rights or Appreciation Rights, (B) Restricted Shares, (C) Restricted Stock Units, (D) Performance Shares
or Performance Units, (E) awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid
with respect to awards made under this Plan will not exceed in the aggregate [                ]
Common Shares. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.



 


		(ii)	Subject to the share counting rules set forth in Section 3(b) of this Plan,
the aggregate number of Common Shares available under Section 3(a)(i) of this Plan will be reduced by one Common
Share for every one Common Share subject to an award granted under this Plan.



 


(b)             Share
Counting Rules.


 


		(i)	Except as provided in Section 22 of this Plan, if any award granted under this Plan
(in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award
will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under Section 3(a)(i) above.



 


		(ii)	Notwithstanding anything to the contrary contained in this Plan: (A) Common Shares withheld by the
Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable)
to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (B) Common Shares
withheld by the Company, tendered or otherwise used to satisfy tax withholding will not be added (or added back, as applicable) to the
aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (C) Common Shares subject
to a share-settled Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the
exercise thereof will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of
this Plan; and (D) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise
of Option Rights will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of
this Plan.



 






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		(iii)	If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange
for Common Shares based on fair market value, such Common Shares will not count against the aggregate limit under Section 3(a)(i) of
this Plan.



 


(c)           Non-Employee
Director Compensation Limit. Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director
in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as
applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of
$750,000.


 


4.             Option
Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants
of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:


 


(a)           Each
grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3
of this Plan.


 


(b)           Each
grant will specify an Option Price per Common Share, which Option Price (except with respect to awards under Section 22
of this Plan) may not be less than the Market Value per Share on the Date of Grant.


 


(c)           Each
grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer
of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee
having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established
by the Committee, by the withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a “net exercise”
arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common
Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such
methods of payment, or (v) by such other methods as may be approved by the Committee.


 


(d)           To
the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank
or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.


 






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(e)           Each
grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary, if any, that is necessary
before any Option Rights or installments thereof will vest. Option Rights may provide for continued vesting or the earlier vesting of
such Option Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant
or in the event of a Change in Control.


 


(f)            Any
grant of Option Rights may specify Management Objectives regarding the vesting of such rights.


 


(g)           Option
Rights granted under this Plan are not intended to qualify under Section 422 of the Code or any successor provision.


 


(h)           No
Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the
automatic exercise of an Option Right upon such terms and conditions as established by the Committee.


 


(i)            Option
Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


 


(j)            Each
grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain
such terms and provisions, consistent with this Plan, as the Committee may approve.


 


5.             Appreciation
Rights.


 


(a)           The
Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of
Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the
Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.


 


(b)           Each
grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:


 


		(i)	Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the
Company in cash, Common Shares or any combination thereof.



 


		(ii)	Each grant will specify the period or periods of continuous service by the Participant with the Company
or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest. Appreciation Rights may
provide for continued vesting or the earlier vesting of such Appreciation Rights, including in the event of the retirement, death, disability
or termination of employment or service of a Participant or in the event of a Change in Control.



 






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		(iii)	Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such Appreciation
Rights.



 


		(iv)	Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents
thereon.



 


		(v)	Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will
be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.



 


(c)             Also,
regarding Appreciation Rights:


 


		(i)	Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect
to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant; and



 


		(ii)	No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.
The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions
as established by the Committee.



 


6.             Restricted
Shares. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of
Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of
the requirements, contained in the following provisions:


 


(a)           Each
such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the
performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk
of forfeiture and restrictions on transfer hereinafter described.


 


(b)           Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than
the Market Value per Share on the Date of Grant.


 


(c)           Each
such grant or sale will provide that the Restricted Shares covered by such grant or sale will be subject to a “substantial risk
of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of
Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan.


 


(d)           Each
such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability
of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant
(which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Shares to
a continuing substantial risk of forfeiture while held by any transferee).


 






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(e)           Any
grant of Restricted Shares may specify Management Objectives regarding the vesting of such Restricted Shares.


 


(f)            Notwithstanding
anything to the contrary contained in this Plan, Restricted Shares may provide for continued vesting or the earlier vesting of such Restricted
Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the
event of a Change in Control.


 


(g)           Any
such grant or sale of Restricted Shares may require that any and all dividends or other distributions paid thereon during the period
of such restrictions be automatically deferred and/or reinvested in additional Restricted Shares, which will be subject to the same restrictions
as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Shares shall be deferred
until, and paid contingent upon, the vesting of such Restricted Shares.


 


(h)           Each
grant or sale of Restricted Shares will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee,
(i) all certificates representing Restricted Shares will be held in custody by the Company until all restrictions thereon will have
lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in
blank and covering such shares or (ii) all Restricted Shares will be held at the Company’s transfer agent in book entry form
with appropriate restrictions relating to the transfer of such Restricted Shares.


 


7.             Restricted
Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or
sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject
to all of the requirements, contained in the following provisions:


 


(a)           Each
such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash, or a combination thereof, to the Participant
in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement
regarding Management Objectives) during the Restriction Period as the Committee may specify.


 


(b)           Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than
the Market Value per Share on the Date of Grant.


 


(c)           Notwithstanding
anything to the contrary contained in this Plan, Restricted Stock Units may provide for continued vesting or the earlier lapse or other
modification of the Restriction Period, including in the event of the retirement, death, disability or termination or employment of service
of a Participant or in the event of a Change in Control.


 






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(d)           During
the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership
in the Common Shares deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may,
at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent
basis, either in cash or in additional Common Shares; provided, however, that dividend equivalents or other distributions
on Common Shares underlying Restricted Stock Units shall be deferred until and paid contingent upon the vesting of such Restricted Stock
Units.


 


(e)           Each
grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned.
Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares or cash, or
a combination thereof.


 


(f)            Each
grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan
and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 


8.             Cash
Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions
as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize
any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:


 


(a)           Each
grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive
Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.


 


(b)           The
Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will be such period
of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including
in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change
in Control.


 


(c)           Each
grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives regarding the earning of
the award.


 


(d)           Each
grant will specify the time and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that have been earned.


 


(e)           The
Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the
holder thereof either in cash or in additional Common Shares, which dividend equivalents shall be subject to deferral and payment on
a contingent basis based on the Participant’s earning and vesting of the Performance Shares or Performance Units, as applicable,
with respect to which such dividend equivalents are paid.


 






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(f)             Each
grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award
will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 


9.             Other
Awards.


 


(a)           Subject
to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant
to any Participant of Common Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such shares, including, without limitation,
convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common
Shares, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business
units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares
or the value of securities of, or the performance of specified subsidiaries or affiliates or other business units of the Company. The
Committee will determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase
right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods,
and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines.


 


(b)           Cash
awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9.


 


(c)           The
Committee may authorize the grant of Common Shares as a bonus, or may authorize the grant of other awards in lieu of obligations of the
Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject
to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.


 


(d)           The
Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this
Section 9 on a deferred and contingent basis, either in cash or in additional Common Shares; provided, however,
that dividend equivalents or other distributions on Common Shares underlying awards granted under this Section 9 shall
be deferred until and paid contingent upon the earning and vesting of such awards.


 


(e)           Each
grant of an award under this Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will
be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve, and will
specify the time and terms of delivery of the applicable award.


 


(f)            Notwithstanding
anything to the contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting
of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, disability or
termination of employment or service of a Participant or in the event of a Change in Control.


 






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10.           Administration
of this Plan.


 


(a)           This
Plan will be administered by the Committee; provided, that, with respect to awards to non-employee Directors, the Board shall have the
same powers and authorities as the Committee and may, in its discretion, exercise such powers in lieu of the Committee.


 


(b)           The
interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and
any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final
and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee
is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained
in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation
on the authority of the Committee.


 


(c)           To
the extent permitted by law, the Committee may delegate to one or more officers of the Company such administrative duties or powers as
it may deem advisable, and the Committee or any officer of the Company to whom duties or powers have been delegated as aforesaid, may
employ one or more persons to render advice with respect to any responsibility the Committee or such officer may have under this Plan.
The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as
the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards;
provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted
to an employee who is an officer (for purposes of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner”
(as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities
that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16
of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of Common Shares such officer(s) may
grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted
pursuant to the authority delegated.


 


11.           Adjustments.
The Committee shall make or provide for such adjustments in the number of and kind of Common Shares covered by outstanding Option Rights,
Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable,
in the number of and kind of Common Shares covered by other awards granted pursuant to Section 9 of this Plan, in the
Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and
in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution
or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend,
stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of
rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the
foregoing. Moreover, in the event of any such transaction or event , the Committee may provide in substitution for any or all outstanding
awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in
the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A
of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than the
consideration offered in connection with any such transaction or event, the Committee may in its discretion elect to cancel such Option
Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee shall also
make or provide for such adjustments in the number of Common Shares specified in Section 3 of this Plan as the Committee
in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11.


 






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12.           Change
in Control.


 


(a)           Upon
a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any Participant, may (i) provide
that an outstanding Award shall be assumed by, or a substitute award shall be granted by the surviving entity resulting from a transaction
described in Section 12(b)(iii), (ii) provide for acceleration of the vesting and exercisability of, or lapse
of restrictions, in whole or in part, with respect to, an Award and, if the transaction is a cash merger, provide for the termination
of any portion of the Award that remains unexercised at the time of such transaction, (iii) cancel an Award in exchange for a cash
payment in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of such Award on the
date of such event, which in the case of Option Rights or Appreciation Rights shall be the excess of the Market Value of Shares on such
date over the Option Price or Base Price, as applicable, of such Award (it being understood that, for each Option Right or Appreciation
Right with an Option Price or Base Price, respectively, greater than the consideration offered in connection with the Change in Control,
the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding
such Option Right or Appreciation Right), or (iv) make such adjustments, if any, to the Awards then outstanding as the Committee
deems appropriate to reflect such Change in Control. The Committee may effect one or more of such alternatives, which may vary among
individual Participants and which may vary among Awards held by any individual Participant:


 


(b)           For
purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change
in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events:


 


		(i)	the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Company
Voting Securities where such acquisition causes such Person to own 40% or more of the combined voting power of the then outstanding Company
Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions shall not be
deemed to result in a Change in Control: (i) any acquisition by the Company or a wholly-owned subsidiary of the Company, (ii) any
acquisition directly from the Company that is approved by the Board prior to the transaction, (iii) any acquisition by any Exempt
Person or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of
Section 12(b)(iii) below;



 






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		(ii)	the replacement of a majority of the Board over a two–year period of the directors who constituted the Board at the beginning
of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board then still in office who
either were members of such Board at the beginning of such period or whose election as a member of such Board was previously so approved;
provided, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating
to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation,
shall not be considered to have been so approved;



 


		(iii)	the consummation of a reorganization, merger or consolidation or the sale or other disposition of all or substantially all of the
assets of the Company, whether in one or a series of related transactions, (“Business Combination”) excluding, however, such
a Business Combination pursuant to which (A) the individuals and entities who were the beneficial owners of the outstanding Company
Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively,
the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership
of the Common Shares and Company Voting Securities immediately prior to such Business Combination (including, without limitation, an entity
that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries), and (ii) at least a majority of the members of the board of directors of the corporation resulting from
such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or



 


		(iv)	approval by the Shareholders of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that
complies with clauses (A), (B) and (C) of Section 12(b)(iii) above.



 






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13.           Detrimental
Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation
or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended
to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either
(a) during employment or other service with the Company or a subsidiary, or (b) within a specified period after termination
of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback
policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide
for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any Common Shares issued under and/or
any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions
as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated
by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares
may be traded.


 


14.           Non-U.S.
Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for
such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of
the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency,
as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee
may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the
secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner
as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent
with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further
approval by the Shareholders.


 


15.           Transferability.


 


(a)           Except
as otherwise determined by the Committee, and subject to compliance with Section 17(b) of this Plan and Section 409A
of the Code, no Option Right, Appreciation Right, Restricted Share, Restricted Stock Unit, Performance Share, Performance Unit, Cash
Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards
made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will
any such award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant”
shall be construed, as the Committee deems appropriate, to include any permitted transferee to whom such award is transferred. Except
as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime
only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative
acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.


 






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(b)           The
Committee may specify on the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the
Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted
Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial
risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further
restrictions on transfer, including minimum holding periods.


 


16.           Withholding
Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection
with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company
for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that
the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other
amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such
benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements
for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Shares
having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the
Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise
determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Common Shares required to be
delivered to the Participant, Common Shares having a value equal to the amount required to be withheld or by delivering to the Company
other Common Shares held by such Participant. The Common Shares used for tax or other withholding will be valued at an amount equal to
the fair market value of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will
the fair market value of the Common Shares to be withheld and delivered pursuant to this Section 16 exceed the minimum
amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences,
(ii) such additional withholding amount is authorized by the Committee, and (iii) the total amount withheld does not exceed
the Participant’s estimated tax obligations attributable to the applicable transaction. Participants will also make such arrangements
as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition
of Common Shares acquired upon the exercise of Option Rights.


 


17.           Compliance
with Section 409A of the Code.


 


(a)           To
the extent applicable, it is intended that this Plan and any grants made hereunder be exempt from the provisions of Section 409A
of the Code or, if not so exempt, that this Plan and any grants made hereunder comply with the provisions of Section 409A of the
Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan
and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A
of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department
of the Treasury or the Internal Revenue Service.


 






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(b)           Neither
a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within
the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation
(within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and
grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its subsidiaries.


 


(c)           If,
at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant
will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by
the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes
deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to
the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A
of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest,
on the tenth business day of the seventh month after such separation from service.


 


(d)           Solely
with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable
on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control),
a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective
control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined
under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies
with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award.


 


(e)           Notwithstanding
any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of
Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems
necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant
will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s
account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and
neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any
or all of such taxes or penalties.


 






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18.           Amendments.


 


(a)           The
Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment
to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this
Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the
number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this
Plan, or (iv) must otherwise be approved by the Shareholders in order to comply with applicable law or the rules of the New
York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange
upon which the Common Shares are traded or quoted, all as determined by the Board, then, such amendment will be subject to Shareholder
approval and will not be effective unless and until such approval has been obtained.


 


(b)           Except
in connection with a corporate transaction or event described in Section 11 of this Plan or in connection with a Change
in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price
of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following
a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other
awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price
of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Shareholder approval. This Section 18(b) is
intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit
the adjustments provided for in Section 11 or Section 12 of this Plan. Notwithstanding any provision
of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Shareholders.


 


(c)           If
permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of termination of employment
or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a
Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which
the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been
fully earned, or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting
schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 15(b) of
this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right,
Appreciation Right or other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or
restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards,
Performance Shares or Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate
or may waive any other limitation or requirement under any such award.


 


(d)           Subject
to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under this
Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment
will materially impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan
at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder
and not exercised in full on the date of termination.


 






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19.           Governing
Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal
substantive laws of the State of Delaware.


 


20.           Effective
Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the Effective Date under
the Predecessor Plan, provided that outstanding awards granted under the Predecessor Plan will continue unaffected following the Effective
Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such
date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions
of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plan, as applicable.


 


21.           Miscellaneous
Provisions.


 


(a)           The
Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may provide for the elimination
of fractions or for the settlement of fractions in cash.


 


(b)           This
Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s
employment or other service at any time.


 


(c)           No
award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or shares thereunder, would be,
in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction
over this Plan.


 


(d)           Absence
on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination
of service of any employee for any purposes of this Plan or awards granted hereunder.


 


(e)           No
Participant will have any rights as a Shareholder with respect to any Common Shares subject to awards granted to him or her under this
Plan prior to the date as of which he or she is actually recorded as the holder of such Common Shares upon the share records of the Company.


 


(f)           The
Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the
Participant.


 


(g)           Except
with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of Common
Shares under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended
to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances and settlements
include the crediting of dividend equivalents or interest on the deferral amounts.


 






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(h)           If
any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under
any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable
laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect.
Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents
a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations
or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal
violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange
Commission pursuant to Section 21F of the Exchange Act.


 


22.           Share-Based
Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:


 


(a)           Awards
may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock
appreciation rights, restricted shares, restricted stock units or other share or share-based awards held by awardees of an entity engaging
in a corporate acquisition or merger transaction with the Company or any subsidiary. Any conversion, substitution or assumption will
be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies
with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or
converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities
covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable
to the original awards, adjusted to account for differences in stock prices in connection with the transaction.


 


(b)           In
the event that a company acquired by the Company or any subsidiary or with which the Company or any subsidiary merges has shares available
under a pre-existing plan previously approved by shareholders and not adopted in contemplation of such acquisition or merger, the shares
available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger)
may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards using such
available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent
the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any subsidiary prior
to such acquisition or merger.


 


(c)           Any
Common Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the
Company under Sections 22(a) or 22(b) of this Plan will not reduce the Common Shares
available for issuance or transfer under this Plan or otherwise count against the limits contained in Section 3 of
this Plan. In addition, no Common Shares subject to an award that is granted by, or becomes an obligation of, the Company under Sections
22(a) or 22(b) of this Plan, will be added to the aggregate limit contained in Section 3(a)(i) of
this Plan.


 






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