Exhibit
10.1


 


SB
FINANCIAL GROUP


2017
STOCK INCENTIVE PLAN


 


ARTICLE
I


Definitions


 


Section
1.1 Definitions. As used herein, the following terms shall have the meaning set forth below, unless the context clearly requires
otherwise:


 


	(a)	“Applicable
                                         Event” shall mean:



 


		(i)	Any
“person,” including a “group” (as such terms are used in Subsections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder, but excluding the Company,
any Subsidiary or any employee benefit plan of the Company or any Subsidiary) becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of, or acquires the power to direct, directly or indirectly, the
exercise of voting power with respect to, securities which represent 50% or more of the combined voting power of the Company’s
outstanding securities thereafter;



 


		(ii)	Any
merger or consolidation of the Company, other than a merger or consolidation in which the voting securities of the Company immediately
prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities
of the surviving entity) 80% or more of the combined voting power of the Company or surviving entity immediately after the merger
or consolidation with another entity; or



 


		(iii)	The
consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction
having a similar effect).



 


	(b)	“Award”
                                         shall mean any Option, Restricted Stock, Restricted Stock Unit or Stock Appreciation
                                         Right granted under the Plan.



 


	(c)	“Award
                                         Agreement” shall mean an agreement between the Company and a Participant that describes
                                         the terms and conditions of each Award.



 


	(d)	“Board”
                                         shall mean the Board of Directors of the Company.



 


	(e)	“Change
                                         in Control Price” shall mean the transaction price per share of Stock (whether
                                         paid in cash or other property) paid in conjunction with any transaction resulting in
                                         an Applicable Event or, in the case of an Applicable Event occurring solely by reason
                                         of events not related to a transfer of Stock, the Fair Market Value of a share of Stock
                                         on the last trading day before the Applicable Event occurs.



 


		(f)	“Code”
                                         shall mean the Internal Revenue Code of 1986, as amended.



 


		(g)	“Committee”
                                         shall mean the Compensation Committee of the Board. 



 


		(h)	“Company”
                                         shall mean SB Financial Group.



 


		(i)	“Director”
                                         shall mean an individual (i) who is a member of the Board, a member of the Board of Directors
                                         of a Subsidiary, or a member of an advisory board who is appointed by the Board and (ii)
                                         who is not an Employee.



 


		(j)	“Disability”
                                         shall mean:



 


		(i)	With
                                         respect to Incentive Stock Options, disability as defined in Section 22(e)(3) of the
                                         Code; and 



 


		(ii)	With
                                         respect to any other Award, (A) the Participant is unable to engage in any substantial
                                         gainful activity by reason of any medically determinable physical or mental impairment
                                         that can be expected to result in death or can be expected to last for a continuous period
                                         of not less than 12 months; or (B) the Participant is determined to be totally disabled
                                         by the Social Security Administration.



 


		(k)	“Effective
                                         Date” shall mean, with respect to the Plan, the date specified in Section 2.3 as
                                         the Effective Date.



 






     


     


    

 


		(l)	“Employee”
                                         shall mean any person, including an executive officer, who is employed by the Company
                                         or any of its Subsidiaries.



 


		(m)	“Fair
                                         Market Value” shall mean the value of a share of Stock on any relevant date, determined
                                         as follows:



 


		(i)	If
                                         the Stock is traded on an exchange, the reported “closing price” on the relevant
                                         date if it is a trading day or, otherwise, the reported “opening price” on
                                         the next trading day;



 


		(ii)	If
                                         Section 1.1(m)(i) does not apply:



 


		(1)	With
                                         respect to any Incentive Stock Option, fair market value within the meaning of Section
                                         422 of the Code;
	 	 	 



		(2)	With
                                         respect to any Award that is subject to Section 409A of the Code or any Nonqualified
                                         Stock Option or Stock Appreciation Right, fair market value shall be determined by the
                                         reasonable application of a reasonable valuation method within the meaning of Treasury
                                         Regulation §1.409A-1(b)(5)(iv)(B); and
	 	 	 



		(3)	With
                                         respect to any other Award, fair market value shall be determined by application of such
                                         reasonable valuation methods as the Committee shall adopt or apply.
	 	 	 



		(n)	“Incentive
                                         Stock Option” shall mean an Option to purchase shares of Stock which is designated
                                         as an Incentive Stock Option by the Committee and is intended to meet the requirements
                                         of Section 422 of the Code.



 


		(o)	“Nonqualified
                                         Stock Option” shall mean an Option to purchase shares of Stock which is not an
                                         Incentive Stock Option.



 


		(p)	“Option”
                                         shall mean an option to purchase shares of Stock granted pursuant to the provisions of
                                         the Plan. Options granted under the Plan shall be either Nonqualified Stock Options or
                                         Incentive Stock Options. 



 


		(q)	“Participant”
                                         shall mean a Director or Employee to whom an Award has been granted under the Plan.



 


		(r)	“Plan”
                                         shall mean the SB Financial Group 2017 Stock Incentive Plan, the terms of which are set
                                         forth herein and in any amendment which may be made hereto.



 


		(s)	“Restricted
                                         Stock” shall mean a share of Stock granted to a Participant pursuant to Article
                                         VIII of the Plan.



 


		(t)	“Restricted
                                         Stock Unit” shall mean an Award granted pursuant to Article IX of this Plan under
                                         which a Participant is issued a right to receive a specified number of shares of Stock
                                         or a cash payment equal to a specified number of shares of Stock, the settlement of which
                                         is subject to specified restrictions on vesting and transferability.



 


		(u)	“Retirement”
                                         shall mean a voluntary termination by the Participant after (i) attaining the age of
                                         65 and (ii) completing five years of service to the Company or a Subsidiary.



 


		(v)	“Stock”
                                         shall mean the common shares, without par value, of the Company or, in the event that
                                         the outstanding shares of Stock are changed into or exchanged for different shares or
                                         securities of the Company or some other entity, such other shares or securities.



 


		(w)	“Stock
                                         Appreciation Right” shall mean a right to receive an amount equal to the excess
                                         of the Fair Market Value on the exercise date over the Fair Market Value on the date
                                         the Stock Appreciation Right is granted pursuant to the provisions of the Plan.



 


		(x)	“Subsidiary”
                                         shall mean:



 


		(i)	With
                                         respect to an Incentive Stock Option, a “subsidiary corporation” as defined
                                         in Section 424(f) of the Code; and



 


		(ii)	With
respect to any other Award, any person with whom the Company would be considered to have a controlling interest, as defined in
Treasury Regulation §1.409A-1(b)(5)(iii)(E)(1).



 






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ARTICLE
II


The
Plan


 


Section
2.1 Name. The Plan shall be known as the “SB Financial Group 2017 Stock Incentive Plan.”


 


Section
2.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its shareholders by affording to Directors
and Employees an opportunity to acquire or increase their proprietary interest in the Company by the grant to such persons of
Awards under the terms set forth herein. By encouraging such persons to become owners of the Company, the Company seeks to attract,
motivate, reward and retain those highly competent individuals upon whose judgment, initiative, leadership and efforts are key
to the success of the Company.


 


Section
2.3 Effective Date and Termination of Plan. The Plan shall become effective upon the affirmative vote of the Board on February
15, 2017 (the “Effective Date”); provided, however, that if the Plan is not approved by the shareholders of the Company
within twelve (12) months following such adoption, the Plan and all outstanding Awards, if any, shall be deemed null and void
and shall be of no force or effect. No shares of Stock may be issued pursuant to this Plan prior to approval of the Plan by the
shareholders of the Company. The Plan shall terminate upon the earliest of (a) February 15, 2027; (b) the date on which all Stock
available for issuance under the Plan has been issued pursuant to the exercise or settlement, as applicable, of Awards granted
hereunder or with respect to which payments have been made upon the exercise of Stock Appreciation Rights or other rights; or
(c) the determination of the Board that the Plan shall terminate. No Awards may be granted under the Plan after such termination
date, provided that the Awards granted and outstanding on such date shall continue to have force and effect in accordance with
the provisions of the Award Agreements evidencing such Awards.


 


 


ARTICLE
III


Administration


 


Section
3.1 Administration.


 


		(a)	The
                                         Plan shall be administered by the Committee. Subject to the express provisions of the
                                         Plan, the Committee shall have sole discretion and authority to determine from time to
                                         time the individuals to whom Awards may be granted, the number of shares of Stock to
                                         be subject to each Award, the period during which each Option or Stock Appreciation Right
                                         may be exercised, the price at which each Option or Stock Appreciation Right may be exercised,
                                         and the terms and conditions of any Award.



 


		(b)	Meetings
                                         of the Committee shall be held at such times and places as shall be determined from time
                                         to time by the Committee. A majority of the members of the Committee shall constitute
                                         a quorum for the transaction of business. The vote of a majority of the members of the
                                         Committee shall decide any question brought before the meeting. In addition, the Committee
                                         may take any action otherwise proper under the Plan by the execution of a written action,
                                         taken without a meeting, and signed by all of the members of the Committee.



 


		(c)	All
                                         questions of interpretation and application with respect to the Plan or Awards granted
                                         thereunder shall be subject to the determination, which shall be final and binding, of
                                         a majority of the whole Committee.



 


		(d)	The
                                         Committee shall have the sole discretion and authority to determine whether an Option
                                         shall be an Incentive Stock Option or a Nonqualified Stock Option; provided that Incentive
                                         Stock Options may be granted only to persons who are Employees.



 


		(e)	Notwithstanding
                                         any provision contained herein, a grant of an Award to a Director must be approved by
                                         the full Board. 



 


		(f)	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 by him in connection with or resulting
                                         from any claim, action, suit or proceeding to which he may be a party or in which he
                                         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 by him in settlement thereof, with the Company’s
                                         approval, or paid by him in satisfaction of judgment in any such action, suit or proceeding
                                         against him; provided that he shall give the Company an opportunity, at its own expense,
                                         to handle and defend the same before he undertakes to handle and defend it on his own
                                         behalf. The foregoing right of indemnification shall not be exclusive of any other rights
                                         of indemnification to which such person may be entitled under the Company’s articles
                                         of incorporation or regulations, as a matter of law, or otherwise, or any power that
                                         the Company may have to indemnify him or hold him harmless. 



 






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Section
3.2 Company Assistance. The Company and its Subsidiaries shall supply full and timely information to the Committee on
all matters relating to eligible Employees, their employment, death, Retirement, Disability or other termination of employment
and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.


 


Section
3.3 Repricing. Except in connection with a corporate transaction involving the Company (including, without limitation,
any Stock dividend, Stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or exchange of shares of Stock), the terms of outstanding Awards may not be amended without shareholder
approval to reduce the exercise price of outstanding Options or Stock Appreciation Rights or to cancel outstanding Options or
Stock Appreciation Rights in exchange for cash, Options or Stock Appreciation Rights with an exercise price that is less than
the exercise price of the original Options or Stock Appreciation Rights, or other Awards or property.


 


ARTICLE
IV


Participants


 


Section
4.1 Eligibility. Directors and Employees shall be eligible to participate in the Plan. The Committee may grant Awards to any
eligible individual subject to the provisions of Sections 3.1(e) and 5.1.


 


ARTICLE
V


Shares
of Stock Subject to Plan


 


Section
5.1 Grant of Awards and Limitations.


 


		(a)	Grant
                                         of Awards. The Committee shall designate the Employees and Directors eligible to
                                         receive Awards and the number of shares of Stock subject to such Awards.



 


		(b)	Stock
                                         Available for Awards. Subject to adjustment pursuant to the provisions of Section
                                         11.4 hereof, the aggregate number of shares of Stock with respect to which Awards may
                                         be granted during the term of the Plan shall not exceed 500,000. Shares with respect
                                         to which Awards may be granted may be either authorized and unissued shares of Stock
                                         or shares of Stock issued and thereafter acquired by the Company.



 


		(c)	Incentive
                                         Stock Options. In the case of Incentive Stock Options, the aggregate Fair Market
                                         Value of the shares of Stock (under all plans of the Company and all of its Subsidiaries),
                                         with respect to which Incentive Stock Options are exercisable for the first time by a
                                         Participant during any calendar year, may not exceed $100,000. Such Options that exceed
                                         $100,000 shall be treated as Nonqualified Stock Options. The maximum number of shares
                                         of Stock that may be granted under the Plan through the exercise of Incentive Stock Options
                                         shall be 500,000.



 


		(d)	Fiscal
                                         Year Limits. Subject to Section 12.4 of this Plan, during any fiscal year of the
                                         Company, the Committee may not make grants of all forms of Awards to a single Participant
                                         in this Plan covering more than an aggregate of 50,000 shares of Stock.



 


Section
5.2 Awards Under the Plan. Shares of Stock with respect to which an Award granted hereunder shall have been exercised or settled,
as applicable, shall not again be available for grant hereunder. If Awards granted hereunder shall expire, terminate or be canceled
for any reason without being wholly exercised or settled, as applicable, new Awards may be granted hereunder covering the number
of shares of Stock to which such Award’s expiration, termination or cancellation relates. For purposes of clarity, shares
of Stock that are withheld from or that are tendered by a Participant (either by delivery or attestation) in payment of an exercise
price or to cover withholding tax obligations shall not be available to future grants under the Plan.


 


ARTICLE
VI


Options


 


Section
6.1 Grant of Options. Subject to the terms, restrictions and conditions specified in the Plan and the associated Award Agreement,
the Committee may grant Nonqualified Stock Options and Incentive Stock Options to Employees and Nonqualified Stock Options to
Directors at any time during the term of the Plan. Each Option granted hereunder shall be evidenced by minutes of a meeting or
the written consent of all of the members of the Committee or the Board, as applicable, and by a written Award Agreement in such
form as the Committee shall approve from time to time. The Award Agreement shall set forth such terms and conditions of the Option
as may be determined by the Committee, consistent with the Plan.


 


Section
6.2 Exercise Price. The exercise price of the Stock subject to an Option shall not be less than the Fair Market Value on the
date the Option is granted; provided, however, that the exercise price for an Incentive Stock Option granted to a Participant
who owns or who is deemed to own shares possessing more than 10% of the total combined voting power of all classes of shares of
the Company or any Subsidiary as determined under Section 422 of the Code (a “10 Percent Owner”), shall not be less
than 110% of the Fair Market Value on the date the Incentive Stock Option is granted.


 


Section
6.3 Option Grant and Exercise Periods. No Option may be granted after the tenth anniversary of the Effective Date. The period
for exercise of each Option shall be determined by the Committee, but in no instance shall such period extend beyond the tenth
anniversary of the date of grant of the Option. The period of exercise for each Incentive Stock Option granted to a 10 Percent
Owner may not be more than 5 years from the date of grant of the Option.









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Section
6.4 Option Exercise.


 


		(a)	Subject
                                         to Section 6.4(b) and such terms and conditions as may be determined by the Committee
                                         in its sole discretion upon the grant of an Option, an Option may be exercised in whole
                                         or in part (but with respect to whole shares only) and from time to time by delivering
                                         to the Company at its principal office written notice of intent to exercise the Option
                                         with respect to a specified number of shares of Stock.



 


		(b)	Options
                                         shall be exercisable according to respective vesting schedules set forth in each Award
                                         Agreement as determined by the Committee; provided that vesting of any Option
                                         that is based in whole or in part on performance conditions and/or the level of achievement
                                         versus such performance conditions shall be subject to a performance period of not less
                                         than one year, and vesting of any Option based solely upon continued employment or the
                                         passage of time shall vest over a period of not less than three years from the date the
                                         Award is made, provided that such vesting may occur in pro rata installments over
                                         the three-year period, with the first installment vesting no sooner than the first anniversary
                                         of the date of grant of such Award. 



 


		(c)	Subject
                                         to such terms and conditions as may be determined by the Committee in its sole discretion
                                         upon grant of any Option, payment for the shares of Stock to be acquired pursuant to
                                         exercise of the Option shall be made as follows:



 


		(i)	By
                                         delivering to the Company at its principal office a check payable to the order of “SB
                                         Financial Group” in the amount of the exercise price for the number of shares of
                                         Stock with respect to which the Option is then being exercised; or



 


		(ii)	By
                                         tendering to the Company shares of Stock owned by the Participant for at least six months
                                         prior to the date the Option is exercised (or such other period acceptable under the
                                         generally accepted accounting principles) having an aggregate Fair Market Value as of
                                         the date of exercise equal to the exercise price for the number of shares of Stock with
                                         respect to which the Option is then being exercised; or



 


		(iii)	By
                                         a cashless exercise (including by withholding shares of Stock deliverable upon exercise
                                         and through a broker-assisted arrangement to the extent permitted by applicable law);
                                         or



 


		(iv)	By
                                         any combination of payments delivered pursuant to paragraphs (c)(1), (c)(2), and (c)(3)
                                         above.



 


Section
6.5 Rights as a Shareholder. A Participant shall have no rights as a shareholder with respect to any share of Stock subject
to such Option prior to the exercise of the Option and the purchase of such shares of Stock.


 


ARTICLE
VII


Stock
Appreciation Rights


 


Section
7.1 Stock Appreciation Rights. Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation
Rights to Participants at any time during the term of the Plan, either alone or in tandem with other Awards. Such Stock Appreciation
Rights shall be evidenced by an Award Agreement in such form as the Committee shall from time to time approve. Such Award Agreements
shall comply with, and be subject to, the following terms and conditions:


 


		(a)	Exercise
                                         Price. The exercise price of a Stock Appreciation Right may not be less than 100%
                                         of the Fair Market Value on the date of grant.



 


		(b)	Period
                                         and Exercise. The Award Agreement will specify the period over which a Stock Appreciation
                                         Right may be exercised and the terms and conditions that must be met before it may be
                                         exercised; provided, however, that an Award Agreement may not permit the Stock Appreciation
                                         Right to be exercisable more than 10 years after the date of grant. A Participant may
                                         exercise a Stock Appreciation Right by giving written notice of exercise on a form acceptable
                                         to the Committee specifying the portion of the Stock Appreciation Right being exercised.



 


		(c)	Vesting.
                                         Stock Appreciation Rights shall be exercisable according to respective vesting schedules
                                         set forth in each Award Agreement as determined by the Committee; provided that
                                         vesting of any Stock Appreciation Right that is based in whole or in part on performance
                                         conditions and/or the level of achievement versus such performance conditions shall be
                                         subject to a performance period of not less than one year, and vesting of any Stock Appreciation
                                         Rights based solely upon continued employment or the passage of time shall vest over
                                         a period of not less than three years from the date the Award is made, provided that
                                         such vesting may occur in pro rata installments over the three-year period, with
                                         the first installment vesting no sooner than the first anniversary of the date of grant
                                         of such Award. 



 






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		(d)	Calculation
                                         of Appreciation. Upon the exercise of Stock Appreciation Right, the Participant shall
                                         be entitled to receive either (i) cash equal to the excess of the Fair Market Value on
                                         the exercise date over the Fair Market Value on the date the Stock Appreciation Right
                                         was granted, multiplied by the number shares of Stock with respect to which the Stock
                                         Appreciation Right is being exercised (the “Cash Amount”), or (ii) a number
                                         of shares of Stock equal to the Cash Amount, divided by the Fair Market Value on the
                                         exercise date of the Stock Appreciation Right.



 


		(e)	Payment
                                         of Appreciation. The total appreciation available to a Participant from an exercise
                                         of a Stock Appreciation Right shall be paid in a single lump sum payment in either cash
                                         or shares of Stock, as determined by the Committee.



 


		(f)	Rights
                                         as a Shareholder. A Participant shall have no rights as a shareholder with respect
                                         to any share of Stock subject to a Stock Appreciation Right.



 


ARTICLE
VIII


Restricted
Stock


 


Section
8.1 Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Committee may grant Restricted Stock to
Participants at any time during the term of the Plan. Such Restricted Stock shall be subject to the terms and conditions that
the Committee specifies in the Award Agreement and to the terms and conditions of the Plan. At the Committee’s sole discretion,
all shares of Restricted Stock will be held by the Company as escrow agent or issued to the Participant in the form of certificates
bearing a legend describing the restrictions imposed on the shares.


 


Section
8.2 Earning Restricted Stock. Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated
until the terms, restrictions and conditions imposed on the Restricted Stock have lapsed as described in the Award Agreement.
Restricted Stock will be (a) forfeited if all terms, restrictions and conditions described in the Award Agreement have not been
satisfied or (b) released from escrow and distributed (or any restrictions described in the certificates removed) as soon as practicable
after all terms, restrictions and conditions described in the Award Agreement have been satisfied. Vesting of any Restricted Stock
that is based in whole or in part on performance conditions and/or the level of achievement versus such performance conditions
shall be subject to a performance period of not less than one year, and vesting of any Restricted Stock based solely upon continued
employment or the passage of time shall vest over a period of not less than three years from the date the Award is made, provided
that such vesting may occur in pro rata installments over the three-year period, with the first installment vesting no sooner
than the first anniversary of the date of grant of such Award.


 


Section
8.3 Rights Associated with Restricted Stock. During the applicable period of restriction and unless the Award Agreement provides
otherwise, each Participant to whom Restricted Stock has been granted (a) may exercise full voting rights associated with that
Restricted Stock and (b) will be entitled to receive all dividends and other distributions paid with respect to that Restricted
Stock; provided, however, that such dividends or other distributions shall be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect to which they were issued. This means that no accrued dividends
shall be paid to the Participant until the restrictions on the Restricted Stock lapse and such dividends shall be forfeited to
the extent that the Participant forfeits the related Restricted Stock.


 


ARTICLE
IX


RESTRICTED
STOCK UNITS


 


Section
9.1 Grant of Restricted Stock Units. Subject to the terms and conditions of this Plan, the Committee may grant Restricted
Stock Units to Participants at any time during the term of the Plan. Such Restricted Stock Units shall be subject to the terms
and conditions that the Committee specifies in the Award Agreement and the terms and conditions of the Plan.


 


Section
9.2 Award Agreement. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that specifies the number
of shares of Stock underlying the Award, the restricted period, the conditions upon which the restrictions on the Restricted Stock
Units will lapse, the time at which and form in which the Restricted Stock Units will be settled, and such other terms and conditions
as the Committee determines and which are not inconsistent with the terms and conditions of this Plan.


 






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Section
9.3 Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and restrictions on any Award
of Restricted Stock Units as the Committee may deem advisable, including, without limitation, restrictions based on the achievement
of specific performance goals, time-based restrictions, holding requirements or sale restrictions placed on the underlying shares
of Stock by the Company upon vesting of such Restricted Stock Units. Vesting of any Restricted Stock Unit that is based in whole
or in part on performance conditions and/or the level of achievement versus such performance conditions shall be subject to a
performance period of not less than one year, and vesting of any Restricted Stock Unit based solely upon continued employment
or the passage of time shall vest over a period of not less than three years from the date the Award is made, provided that
such vesting may occur in pro rata installments over the three-year period, with the first installment vesting no sooner than
the first anniversary of the date of grant of such Award.


 


Section
9.4 Form of Settlement. An Award of Restricted Stock Units may be settled in full shares of Stock, in cash or in a combination
thereof, as specified by the Committee in the related Award Agreement.


 


Section
9.5 Dividend Equivalents. Awards of Restricted Stock Units may provide the Participant with dividend equivalents, as determined
by the Committee in the Committee’s sole discretion and as set forth in the related Award Agreement; provided, however,
that such dividend equivalents shall be subject to the same terms and conditions, including the applicable forfeiture conditions,
as the Restricted Stock Units. This means that no amount shall be paid in connection with a dividend equivalent right until shares
of Stock are issued or cash is paid in connection with the Restricted Stock Units and any dividend equivalents shall be forfeited
to the extent that the Participant forfeits the related Restricted Stock Units.


 


Section
9.6 No Voting Rights. In no event will a Participant have any voting rights with respect to the shares of Stock underlying
the Restricted Stock Units.


 


ARTICLE
X


Amendment
and Modification of Plan


 


Section
10.1 Amendment. The Board may from time to time amend or modify or make such changes in and additions to the Plan as it may
deem desirable, without further action on the part of the shareholders of the Company except as such shareholder approval may
be required (a) to satisfy the requirements of Rule 16b-3 under the Exchange Act or any successor rule or regulation; (b) to satisfy
applicable requirements of the Code; or (c) to satisfy applicable requirements of the NASDAQ Stock Market or any securities exchange
on which are listed any of the Company’s equity securities. No such action to amend the Plan shall reduce the then-existing
number of Awards granted to any Participant or adversely change the terms and conditions thereof without such Participant’s
consent.


 


ARTICLE
XI


Taxation
and Withholding


 


Section
11.1 Tax Withholding. With respect to Employees, the Company shall have the power and the right to deduct or withhold an amount
sufficient to satisfy federal, state and local taxes required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of the Plan. At the discretion of the Committee, a Participant may be permitted to pay to the Company
the withholding amount in the form of cash, shares of Stock owned by the Participant for at least the previous six months (or
such other period acceptable under the generally accepted accounting principles) or by having the Company withhold shares of Stock
from the settlement of the Award. If payment of the withholding amount is made by tendering shares of Stock, the value of the
shares of Stock delivered shall equal the Fair Market Value on the applicable day.


 


Section
11.2 Required Consent to and Notification of Code Section 83(b) Election. No election under Section 83(b) of the Code (to
include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provision
of the laws of a jurisdiction outside the United States may be made unless expressly permitted by the terms of the Award document
or by action of the Committee in writing prior to the making of such election. In any case in which a Participant is permitted
to make such an election in connection with an Award, the Participant shall notify the Company of such election within ten days
of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing
and notification required pursuant to regulations issued under Code Section 83(b) or other applicable provision.


 


Section
11.3 Requirement of Notification Upon Disqualifying Disposition Under Code Section 421(b). If any Participant shall make
any disposition of shares of Stock delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described
in Code Section 421(b) (i.e., a disqualifying disposition), such Participant shall notify the Company of such disposition within
ten days thereof.


 






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ARTICLE
XII


Miscellaneous


 


Section
12.1 Transferability. Except as specifically permitted in an Award Agreement, during the Participant’s lifetime, any
Award may be exercised only by the Participant or any guardian or legal representative of the Participant, and the Award shall
not be transferable except by will or the laws of descent and distribution.


 


Section
12.2 Designation of Beneficiary. A Participant may file a written designation of a beneficiary who is to receive any Stock
that is unsettled and/or cash that is unpaid in the event of the Participant’s death. Such designation of beneficiary may
be changed by the Participant at any time by written notice to the Company. Upon the death of a Participant and upon receipt by
the Company of proof of identity and the existence of a beneficiary at the time of the Participant’s death validly designated
by the Participant under the Plan, the Company shall deliver such Stock and/or cash to such beneficiary. In the event of the death
of a Participant in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s
death, the Company shall deliver such Stock and/or cash to the executor or the administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion,
may deliver such Stock and/or cash to the spouse or to any one or more dependents of the Participant as the Company may designate.
No beneficiary shall, prior to the death of the Participant by whom he has been designated, acquire any interest in the Stock
and/or cash credited to the Participant under the Plan.


 


Section
12.3 Effect of Termination, Death, Disability and Retirement. Unless otherwise specified in the Award Agreement, all Awards
will be exercisable or forfeited as described in this Section 12.3:


 


		(a)	Termination.
                                                                                                                                                                                                                                                                                       If a Participant’s service as a Director or an Employee terminates for any reason, other than his Retirement, death or
                                                                                                                                                                                                                                                                                       Disability, before the date of expiration of the Awards held by such Participant, (i) any Options and Stock Appreciation
                                                                                                                                                                                                                                                                                       Rights that are not exercisable and any unvested Restricted Stock shall become null and void on the date of such termination
                                                                                                                                                                                                                                                                                       and (ii) all exercisable Options and Stock Appreciation Rights shall terminate on the earlier of (1) the date of expiration
                                                                                                                                                                                                                                                                                       of the Options and Stock Appreciation Rights, as applicable, or (2) 30 days following the date of the Participant’s
                                                                                                                                                                                                                                                                                       termination. A Participant who terminates employment with the Company, but retains his status as a Director is not considered
                                                                                                                                                                                                                                                                                       terminated with respect to any outstanding Award until the date the Participant ceases to be both a Director and an Employee
                                                                                                                                                                                                                                                                                       of the Company, provided that any Incentive Stock Option that is outstanding as of the date that the Participant terminates
                                                                                                                                                                                                                                                                                       employment with the Company shall be treated as a Nonqualified Stock Options following the date of the Participant’s
                                                                                                                                                                                                                                                                                       termination as an employee.



 


		(b)	Death.
                                                                                                                                                                                                                                                                                       If a Participant’s service as a Director or an Employee terminates due to his death before the expiration of the
                                                                                                                                                                                                                                                                                       Awards held by the Participant, (i) any Options and Stock Appreciation Rights that are not exercisable shall become
                                                                                                                                                                                                                                                                                       exercisable and all Options and Stock Appreciation Rights shall terminate on the earlier of (1) the date of expiration of the
                                                                                                                                                                                                                                                                                       Options and Stock Appreciation Rights, as applicable, or (2) one year following the date of the Participant’s death;
                                                                                                                                                                                                                                                                                       and (ii) any unvested Restricted Stock shall become fully vested. The executor, administrator or personal representative of
                                                                                                                                                                                                                                                                                       the estate of a deceased Participant, or the person or persons to whom an Award granted hereunder shall have been validly
                                                                                                                                                                                                                                                                                       transferred by the executor, the administrator or the personal representative of the Participant’s estate, shall have
                                                                                                                                                                                                                                                                                       the right to exercise the Participant’s Option or Stock Appreciation Right or receive the Participant’s
                                                                                                                                                                                                                                                                                       Restricted Stock. To the extent that such Options and Stock Appreciation Rights would otherwise be exercisable under the
                                                                                                                                                                                                                                                                                       terms of the Plan and the Participant’s Award Agreement, such exercise may occur at any time prior to the termination
                                                                                                                                                                                                                                                                                       date specified in this Section 12.3(b).



 


		(c)	Disability.
                                                                                                                                                                                                                                                                                       If a Participant’s service as a Director or an Employee terminates due to his Disability before the expiration of
                                                                                                                                                                                                                                                                                       the Awards held by the Participant, (i) any Options and Stock Appreciation Rights that are not exercisable shall become
                                                                                                                                                                                                                                                                                       exercisable and all Options and Stock Appreciation Rights shall terminate on the earlier of (1) the date of expiration of the
                                                                                                                                                                                                                                                                                       Options and Stock Appreciation Rights, as applicable, or (2) one year following the date of the Participant’s
                                                                                                                                                                                                                                                                                       termination of service due to Disability; and (ii) any unvested Restricted Stock shall become fully vested. 



 


		(d)	Retirement.
                                                                                                                                                                                                                                                                                       If a Participant Retires before the date of expiration of the Awards held by such Participant, (i) any Options and Stock
                                                                                                                                                                                                                                                                                       Appreciation Rights that are not exercisable shall become exercisable and all Options and Stock Appreciation Rights shall
                                                                                                                                                                                                                                                                                       terminate on the earlier of (1) the date of expiration of the Options and Stock Appreciation Rights, as applicable, or (2)
                                                                                                                                                                                                                                                                                       one year following the date of the Participant’s Retirement; provided, however, that an Incentive Stock Option that is
                                                                                                                                                                                                                                                                                       not exercised within three months after the date of the Participant’s Retirement shall be treated as a Nonqualified
                                                                                                                                                                                                                                                                                       Stock Option; and (ii) any unvested Restricted Stock shall become fully vested. 



 


Section
12.4 Antidilution. If there is a Stock dividend, Stock split, recapitalization (including payment of an extraordinary dividend),
merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares or other similar corporate
change affecting the Stock, the Committee will appropriately adjust (a) the number of shares of Stock that may be issued subject
to Awards that may be granted to Participants during any period, (b) the aggregate number of shares of Stock available for Awards
or subject to outstanding Awards (as well as any Stock-based limits imposed under the Plan), (c) the respective exercise price,
number of shares of Stock and other limitations applicable to outstanding Awards, and (d) and other factors, limits or terms affecting
any outstanding Awards. Notwithstanding the foregoing, an adjustment pursuant to this Section 12.4 shall be made only to the extent
such adjustment complies, to the extent applicable, with Section 409A of the Code.


 






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Section
12.5 Applicable Event. In the event an Applicable Event occurs, (a) if determined by the Committee in the applicable Award
Agreement or otherwise determined by the Committee in its sole discretion, any outstanding Awards then held by Participants which
are unexercisable or otherwise unvested or subject to lapse restrictions may automatically be deemed exercisable or otherwise
vested or no longer subject to lapse restrictions, as the case may be, immediately prior to such Applicable Event and (b) the
Committee may, but shall not be obligated to (i) cancel such Awards for the Change in Control Price or (ii) provide for the issuance
of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted
hereunder as determined by the Committee in its sole discretion or (iii) provide that for a period of at least fifteen (15) days
prior to the Applicable Event, any Options or Stock Appreciation Rights shall be exercisable as to all shares of Stock subject
thereto and that upon the occurrence of the Applicable Event, such Options and Stock Appreciation Rights shall terminate and be
of no further force and effect.


 


Section
12.6 Application of Funds. The proceeds received by the Company from the sale of Stock pursuant to Awards shall be used for
general corporate purposes.


 


Section
12.7 Tenure. Nothing in the Plan or in any Award granted hereunder or in any Award Agreement relating thereto shall confer
upon any Director or Employee the right to continue in such position with the Company or any Subsidiary.


 


Section
12.8 Other Compensation Plans. The adoption of the Plan shall not affect any other stock option or incentive or other compensation
plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company or any Subsidiary from establishing
any other forms of incentive or other compensation for Directors or Employees.


 


Section
12.9 No Obligation to Exercise Awards. The granting of an Award shall impose no obligation upon the Participant to exercise
or accept such Award.


 


Section
12.10 Plan Binding on Successors. The Plan shall be binding upon the successors and assigns of the Company.


 


Section
12.11 Compliance with Section 16. If the Company has a class of equity securities registered under Section 12 of the Exchange
Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent that any transaction or action by the Committee fails to so comply, the Committee may amend the Plan
and the terms of any outstanding Award, and any action of the Committee which fails to comply shall be deemed void to the extent
permitted by law and deemed advisable by the Committee.


 


Section
12.12 Requirements of Law. The grant of Awards and the issuance of shares of Stock will be subject to all applicable laws,
rules and regulations and to all required approvals of any governmental agencies or exchange, market or other quotation system
on or though which the securities of the Company are then traded. Also, no shares of Stock will be issued under the Plan unless
the Company is satisfied that the issuance of those shares of Stock will comply with applicable federal and state securities laws.
Shares of Stock tendered under the Plan may be subject to any stock transfer orders and other restrictions that the Committee
believes to be advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any exchange,
market or other quotation system on or through which the Company’s securities are then traded, or any other applicable federal
or state securities law. The Committee may cause a legend or legends to be placed on any certificates issued under the Plan to
make appropriate reference to restrictions within the scope of this section.


 


Section
12.13 Singular, Plural and Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine
pronoun shall include the feminine.


 


Section
12.14 Headings. Headings are inserted for convenience of reference; they constitute no part of the Plan.


 


Section
12.15 Governing Law. Except as otherwise required by law, the validity, construction and administration of the Plan shall
be determined under the laws of the State of Ohio.


 


Section
12.16 Section 409A of the Code. It is intended that Awards granted under the Plan comply with or be exempt from the requirements
of Section 409A of the Code and the Treasury Regulations promulgated thereunder (and any subsequent notices or guidance issued
by the Internal Revenue Service), and the Plan will be interpreted, administered and operated accordingly. Nothing herein shall
be construed as an entitlement to or guarantee of any particular tax treatment to a Participant.


 


Section
12.17 Additional Award Forfeiture Provisions. 


 


		(a)	Forfeiture
of Options and Other Awards and Gains Realized Upon Prior Option Exercises or Award Settlements. Unless otherwise determined
by the Committee, each Award granted shall be subject to the following additional forfeiture conditions, to which the Participant,
by accepting an Award hereunder, agrees. If any of the events specified in Section 12.17(b) occurs (a “Forfeiture Event”),
all of the following forfeitures will result:



 


		(i)	The
                                         unexercised portion of each Option held by the Participant, whether or not vested, and
                                         any other Award not then settled will be immediately forfeited and canceled upon the
                                         occurrence of the Forfeiture Event; and



 






    	 	9	 



     


    




		(ii)	The
Participant will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the
Company, the total amount of Award Gain (as defined herein) realized by the Participant upon each exercise of an Option or settlement
of an Award that occurred on or after (A) the date that is six months prior to the occurrence of the Forfeiture Event, if
the Forfeiture Event occurred while the Participant was employed by the Company or a subsidiary or affiliate of the Company, or
(B) the date that is six months prior to the date the Participant’s employment by the Company or a subsidiary or affiliate
of the Company terminated, if the Forfeiture Event occurred after the Participant ceased to be so employed. For purposes of this
Section, the term “Award Gain” shall mean (X) in respect of a given Option exercise, the product of (1) the
Fair Market Value per share of Stock at the date of such exercise (without regard to any subsequent change in the market price
of shares) minus the exercise price times (2) the number of shares as to which the Option was exercised at that date, and
(Y) in respect of any other settlement of an Award granted to the Participant, the Fair Market Value of the cash or Stock
paid or payable to the Participant less any cash or the Fair Market Value of any Stock or property (other than an Award or award
which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by the Participant
to the Company as a condition of or in connection such settlement.



 


		(b)	Events
Triggering Forfeiture. The forfeitures specified in Section 12.17(a) will be triggered upon the occurrence of any one of the
following Forfeiture Events at any time during a Participant’s employment by the Company or a subsidiary or affiliate of
the Company, or during the one-year period following termination of such employment:



 


		(i)	If
                                         the Company or a Subsidiary is required to prepare an accounting restatement due to material
                                         non-compliance of the Company or a Subsidiary with any financial reporting requirement
                                         under any applicable laws;



 


		(ii)	The
                                         Participant, acting alone or with others, directly or indirectly, (A) engages, either
                                         as employee, employer, consultant, advisor, or director, or as an owner, investor, partner,
                                         or stockholder unless the Participant’s interest is insubstantial, in any business
                                         in an area or region in which the Company or any of its Subsidiaries conducts business
                                         at the date the event occurs, which is directly in competition with a business then conducted
                                         by the Company or s Subsidiary; (B) induces any customer or supplier of the Company
                                         or any Subsidiary with which the Company or a Subsidiary has a business relationship,
                                         to curtail, cancel, not renew, or not continue his or her or its business with the Company
                                         or such Subsidiary; or (C) induces, or attempts to influence, any associate of or
                                         service provider to the Company or a Subsidiary to terminate such employment or service.
                                         The Committee shall, in its discretion, determine which lines of business the Company
                                         and its Subsidiaries conduct on any particular date and which third parties may reasonably
                                         be deemed to be in competition with the Company or a Subsidiary. For purposes of this
                                         Section 12.17(b)(i), a Participant’s interest as a stockholder is insubstantial
                                         if it represents beneficial ownership of less than five percent of the outstanding class
                                         of stock, and a Participant’s interest as an owner, investor, or partner is insubstantial
                                         if it represents ownership, as determined by the Committee in its discretion, of less
                                         than five percent of the outstanding equity of the entity; 



 


		(iii)	The
Participant discloses, uses, sells, or otherwise transfers, except in the course of employment with or other service to the Company
or any Subsidiary, any confidential or proprietary information of the Company or any Subsidiary, including but not limited to
information regarding the Company’s and its Subsidiaries’ current and potential customers, organization, associates,
finances, and methods of operations and investments, so long as such information has not otherwise been disclosed to the public
or is not otherwise in the public domain (other than by the Participant’s breach of this provision), except as required
by law or pursuant to legal process, or the Participant makes statements or representations, or otherwise communicates, directly
or indirectly, in writing, orally, or otherwise, or takes any other action which may, directly or indirectly, disparage or be
damaging to the Company or any of its Subsidiaries or their respective officers, directors, associates, advisors, businesses or
reputations, except as required by law or pursuant to legal process; or



 


		(iv)	The
Participant fails to cooperate with the Company or any Subsidiary in any way, including, without limitation, by making himself
or herself available to testify on behalf of the Company or such Subsidiary in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, or otherwise fails to assist the Company or any Subsidiary in any way, including,
without limitation, in connection with any such action, suit, or proceeding by providing information and meeting and consulting
with members of management of, other representatives of, or counsel to, the Company or such Subsidiary, as reasonably requested.



 


		(v)	The
Participant, alone or in conjunction with another person, (A) interferes with or harms, or attempts to interfere with or
harm, the relationship of the Company or any Subsidiary with any person who at any time was a customer or supplier of the Company
or any Subsidiary or otherwise had a business relationship with the Company or any Subsidiary; or (A) hires, solicits for
hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who
is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant
of the Company or any Subsidiary.



 


		(c)	Agreement
Does Not Prohibit Competition or Other Participant Activities. Although the conditions set forth in this Section 12.17
shall be deemed to be incorporated into an Award, a Participant is not thereby prohibited from engaging in any activity set forth
in Section 12.17(b), including but not limited to competition with the Company and its Subsidiaries. The non-occurrence of
the Forfeiture Events set forth in Section 12.17(b) is a condition to the Participant’s right to realize and retain value
from his or her compensatory Options and Awards, and the consequence under the Plan if the Participant engages in an activity
giving rise to any such Forfeiture Event are the forfeitures specified herein. The Company and a Participant shall not be precluded
by this provision or otherwise from entering into other agreements concerning the subject matter of Section 12.17.
	 	 	 



		(d)	Committee
Discretion. The Committee may, in its discretion, waive in whole or in part the Company’s right to forfeiture under
this Section 12.17, but no such waiver shall be effective unless evidenced by a writing signed by a duly authorized officer
of the Company. In addition, the Committee may impose additional conditions on Awards, by inclusion of appropriate provisions
in the document evidencing or governing any such Award.



 


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